{"url_path":"/sec/cik-0002055003/8-k/2026-06-29/item-6-02","section_key":"item-6-02","section_title":"Item 6.02 Change of Servicer or Trustee.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/2055003/0001888524-26-011546-index.html","accession_number":"0001888524-26-011546","cik":"0002055003","ticker":null,"issuer_name":"BBCMS Mortgage Trust 2025-5C33","edgar_url":"https://www.sec.gov/Archives/edgar/data/2055003/0001888524-26-011546-index.html","primary_entity_key":"0002055003","primary_entity_name":"BBCMS Mortgage Trust 2025-5C33"},"word_count":2477,"has_tables":true,"body_markdown":"**Item 6.02 Change of Servicer or Trustee.**\n\nPursuant to Section 7.01(d)\nof the pooling and servicing agreement, dated as of March 1, 2025 (the “Pooling\nand Servicing Agreement”), among Barclays Commercial Mortgage Securities LLC,\nas depositor, KeyBank National Association, as master servicer, Greystone\nServicing Company LLC, as special servicer (“Greystone”), Computershare Trust\nCompany, National Association, as certificate administrator and trustee, and\nBellOak, LLC, as operating advisor and asset representations reviewer, relating\nto the issuing entity known as BBCMS Mortgage Trust 2025-5C33 (the “Issuing\nEntity”), effective as of June 29, 2026, Greystone was removed as special\nservicer and CWCapital Asset Management LLC (“CWCAM”), a Delaware limited\nliability company, was appointed as the successor special servicer (except with\nrespect to any Non-Serviced Mortgage Loan and any Excluded Special Servicer\nLoan). In its capacity as special servicer, CWCAM will be responsible for\nthe servicing and administration of the Specially Serviced Loans and REO\nProperties pursuant to the Pooling and Servicing Agreement (except with respect\nto any Non-Serviced Mortgage Loan and any Excluded Special Servicer Loan), a\ncopy of which was filed as Exhibit 4.1 to the Current Report on Form 8-K/A\nfiled by the Issuing Entity with the Securities and Exchange Commission on\nMarch 13, 2025.\n\nCapitalized terms used, but\nnot defined, in this Current Report on Form 8‑K have the meanings set forth in\nthe Pooling and Servicing Agreement.\n\nCWCapital Asset Management\nLLC\n\nCWCAM, a Delaware limited\nliability company, was appointed as the special servicer, and in such capacity,\nCWCAM will be responsible for the servicing and administration of the Specially\nServiced Loans and REO Properties, and will review, evaluate, process and/or\nprovide or withhold consent as to Major Decisions and certain other\ntransactions and perform certain enforcement actions relating to the\nMortgage Loans when such Mortgage Loans are non-Specially Serviced Loans\npursuant to the Pooling and Servicing Agreement. CWCAM maintains a servicing\noffice at 900 19th Street NW, 8th Floor, Washington, D.C. 20006.\n\nCWCAM\nand its affiliates are involved in the management, investment management and\ndisposition of commercial real estate assets, which may include:\n\n•\nspecial servicing of commercial and\nmultifamily real estate loans;\n\n•\ncommercial real estate property\nmanagement and risk management and insurance services;\n\n•\ncommercial mortgage and commercial real\nestate brokerage services;\n\n•\ncommercial mortgage note and commercial\nreal estate sale and disposition services; and\n\n•\ninvesting in, managing, surveilling and\nacting as special servicer for commercial real estate assets including\ninvestment grade, non-investment grade and unrated securities issued pursuant\nto CRE, CMBS and CDO transactions.\n\nCWCAM was organized in June\n2005 and has acted as special servicer for commercial and multifamily loans and\nother servicing transactions since 2005. CWCAM is a wholly-owned subsidiary of\nCW Financial Services LLC. CWCAM and its affiliates own, manage and sell assets\nsimilar in type to the assets of the Issuing Entity. Accordingly, the assets of\nCWCAM and its affiliates may, depending on the particular circumstances\nincluding the nature and location of such assets, compete with the mortgaged\nreal properties for tenants, purchasers, financing and so forth. On September\n1, 2010, affiliates of certain Fortress Investment Group LLC managed funds\npurchased all of the membership interest of CW Financial Services LLC, the sole\nmember of CWCAM.\n\nAs of December 31, 2023,\nCWCAM acted as special servicer with respect to 332 domestic CMBS pools\ncontaining approximately 10,778 loans secured by properties throughout the\nUnited States with a then current unpaid balance of $217 Billion. As of\nDecember 31, 2024, CWCAM acted as special servicer with respect to 336 domestic\nCMBS pools containing approximately 10,183 loans secured by properties\nthroughout the United States with a then current unpaid balance of $211\nBillion. As of December 31, 2025, CWCAM acted as special servicer with respect\nto 330 domestic CMBS pools containing approximately 9,300 loans secured by\nproperties throughout the United States with a then current unpaid balance of\n$194.7 billion. As of March 31, 2026, CWCAM acted as special servicer with\nrespect to 330 domestic CMBS pools containing approximately 9,250 loans secured\nby properties throughout the United States with a then current unpaid balance\nof $193.3 Billion. Those loans include commercial mortgage loans secured by the\nsame types of income producing properties as those securing the underlying\nmortgage loans.\n\nCWCAM has one primary office\n(Washington, D.C.) and provides special servicing activities for investments in\nvarious markets throughout the United States. As of March 31, 2026, CWCAM had\n64 employees responsible for the special servicing of commercial real estate\nassets. As of March 31, 2026, within the CMBS pools described in the preceding\nparagraph, 147 assets were actually in special servicing. The assets owned,\nserviced or managed by CWCAM and its affiliates may, depending on the\nparticular circumstances, including the nature and location of such assets,\ncompete with the mortgaged real properties securing the underlying mortgage\nloans for tenants, purchasers, financing and so forth. CWCAM does not service\nor manage any assets other than commercial and multifamily real estate assets.\n\nCWCAM has policies and\nprocedures in place that govern its special servicing activities. These\npolicies and procedures for the performance of its special servicing\nobligations are, among other things, in compliance with applicable servicing\ncriteria set forth in Item 1122 of Regulation AB under the Securities Act,\nincluding managing delinquent loans and loans subject to the bankruptcy of the\nborrower. Standardization and automation have been pursued, and continue to be\npursued, wherever possible so as to provide for continued accuracy, efficiency,\ntransparency, monitoring and controls. CWCAM reviews, updates and/or creates\nits policies and procedures throughout the year as needed to reflect any\nchanging business practices, regulatory demands or general business practice\nrefinements and incorporates such changes into its manual. Refinements within\nthe prior three years include but are not limited to the improvement of\ncontrols and procedures implemented for property cash flow, wiring instructions\nand the expansion of unannounced property and employee audits.\n\nCWCAM occasionally engages\nconsultants to perform property inspections and to provide close surveillance\non a property and its local market; it currently does not have any plans to\nengage sub-servicers to perform on its behalf any of its duties with respect to\nthis transaction. CWCAM has made all advances required to be made by it under\nthe servicing agreements on the commercial and multifamily mortgage loans\nserviced by CWCAM in securitization transactions.\n\nCWCAM will not have primary\nresponsibility for custody services of original documents evidencing the\nunderlying Mortgage Loans. On occasion, CWCAM may have custody of certain of\nsuch documents as necessary for enforcement actions involving particular underlying\nMortgage Loans or otherwise. To the extent that CWCAM has custody of any such\ndocuments, such documents will be maintained in a manner consistent with the\nServicing Standard.\n\nFrom time to time, CWCAM is a\nparty to lawsuits and other legal proceedings as part of its duties as a\nspecial servicer (e.g., enforcement of loan obligations) and/or arising in the\nordinary course of business. Other than as set forth in the following paragraphs,\nthere are currently no legal proceedings pending, and no legal proceedings\nknown to be contemplated by governmental authorities, against CWCAM or of which\nany of its property is the subject, that are material to the\nCertificateholders.\n\nOn December 1, 2017, a\ncomplaint against CWCAM and others was filed in the United States District\nCourt for the Southern District of New York styled as CWCapital Cobalt Vr Ltd.\nv. CWCapital Investments LLC, et al., No. 17-cv-9463 (the “Original Complaint”).\nThe gravamen of the Original Complaint alleged breaches of a contract and\nfiduciary duties by CWCAM’s affiliate, CWCapital Investments LLC (“CWCI”) in\nits capacity as collateral manager for the collateralized debt obligation\ntransaction involving CWCapital Cobalt Vr, Ltd. In total, there are 14 counts\npled in the Original Complaint. Of those 14, 5 claims were asserted against\nCWCAM for aiding and abetting breach of fiduciary duty, conversion and unjust\nenrichment. On May 23, 2018, the Original Complaint was dismissed for lack of\nsubject matter jurisdiction. On June 28, 2018, CWCapital Cobalt Vr Ltd. filed a\nsubstantially similar complaint in the Supreme Court of the State of New York,\nCounty of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments\nLLC, et al., Index No. 653277/2018 (the “New Complaint”). The gravamen of the\nNew Complaint is the same as the previous complaint filed in the United State\nDistrict Court for the Southern District of New York. In total there are 16\ncounts pled in the New Complaint. Of those 16 counts, 5 claims were asserted\nagainst CWCAM for aiding and abetting breach of fiduciary duty, conversion and\nunjust enrichment, 1 count seeks a declaratory judgment that the plaintiff has\nthe right to enforce the contracts in question and 1 count seeks an injunction\nrequiring the defendants to recognize the plaintiff as the directing holder for\nthe trusts in question. On January 11, 2019, the plaintiff dismissed with\nprejudice the declaratory judgment and injunction counts. The New Complaint and\nrelated summons was not served on the defendants until July 13, 2018 and July\n16, 2018. The plaintiff’s motion for a preliminary injunction was denied by the\ncourt on July 31, 2018. On August 3, 2018, the defendants, including CWCAM, filed\na motion to dismiss the New Complaint in its entirety. On August 20, 2019, the\ncourt entered an order granting defendants’ motion almost in its entirety,\ndismissing 11 of the 16 counts and partially dismissing 2 additional counts. Of\nthe remaining counts, 2 are asserted against CWCAM for aiding and abetting\nbreach of fiduciary duty and unjust enrichment. On September 19, 2019,\nCWCapital Cobalt Vr Ltd. filed a notice of appeal relating to the August 20,\n2019 dismissal order and on September 26, 2019, filed an amended complaint\nagainst CWCI and CWCAM attempting to address deficiencies relating to certain\nof the claims dismissed by the August 20, 2019 order. CWCI and CWCAM filed its\nMotion to Dismiss the amended complaint on October 28, 2019. The court heard\nargument on the Motion to Dismiss the amended complaint on January 22, 2020 and\non October 23, 2020, the court granted the motion dismissing the amended\nclaims. On November 30, 2020, CWCapital Cobalt Vr Ltd filed a notice of appeal\nrelating to the October 23, 2020 dismissal order. On April 27, 2021, the First\nDepartment affirmed the dismissal as to claims against CWCAM that were part of\nthe August 20, 2019 dismissal, but reversed the dismissal of two counts for\nbreach of the collateral management agreement against CWCI. CWCI sought leave\nto file an appeal of the decision. The plaintiff also sought leave to appeal\nthe dismissal of the claims against CWCAM. Both requests for leave were denied\nby the First Department. On May 15, 2020, CWCI and CWCAM filed a motion to\nrenew its motion to dismiss as to 4 of the remaining counts (including the\nremaining two counts against CWCAM for aiding and abetting breach of fiduciary\nduty and unjust enrichment), based on a decision entered by Judge Failla in a\ntrust instruction proceeding in the US District Court for the Southern District\nof New York awarding summary judgment in favor of CWCAM. On September 7, 2021,\nthe court denied the motion to renew. CWCI and CWCAM filed a notice of appeal,\nwhich they perfected by the filing of their opening brief on July 1, 2022. On\nNovember 15, 2022, the First Department affirmed the court’s denial of the\nmotion to renew. On October 1, 2021, CWCI and CWCAM moved to reargue the denial\nof the motion to renew (or alternatively, the motion to dismiss) with respect\nto certain of Cobalt’s claims, including the remaining 2 claims against CWCAM,\nbased on the First Department’s April 27, 2021 decision. On March 24, 2022, the\ncourt denied the relief sought in the motion to reargue. CWCI and CWCAM appealed\nthe court’s decision on the motion to reargue and filed their opening brief on\nJuly 11, 2022. The appeal was dismissed as being non-appealable on August 30,\n2022. Discovery (both fact and expert) concluded on March 1, 2024. CWCAM and\nCWCI filed a motion for summary judgment on March 29, 2024, seeking dismissal\nof all the claims in their entirety. On that same date, the plaintiff cross\nmoved for summary judgment on one of the claims asserted against only CWCI.\nOral argument on the parties’ summary judgment motions were heard on October\n22, 2024. On January 13, 2026, the court denied plaintiff’s motion for summary\njudgment and granted, in part, and denied, in part, the motion filed by CWCI\nand CWCAM. Specifically, the court dismissed the remaining two counts against\nCWCAM for aiding and abetting breach of fiduciary duty and unjust enrichment.\nWith respect to CWCI, the court dismissed two counts against CWCI in their\nentirety and dismissed portions of one count against CWCI. The only three\ncounts that survived and remain in the case are against CWCI. The court severed\nthe dismissed claims from the surviving claims. On January 22, 2026, CWCI filed\na notice of appeal. On February 17, 2026, the plaintiff filed a notice of\nappeal. On January 26, 2026, CWCI and CWCAM submitted an order to the court,\nrequesting that it direct the clerk’s office to enter judgment on the dismissed\nclaims and that CWCAM be dismissed as a defendant from the action. On February\n20, 2026, the court entered that order. On April 22, 2026, the clerk’s office\nentered judgment dismissing CWCAM as a defendant from the action. CWCAM\nbelieves that it has performed its obligations under the related pooling and\nservicing agreements in good faith.\n\nCWCAM may enter into one or\nmore arrangements with any Directing Certificateholder, any Controlling Class\nCertificateholder, any person with the right to appoint or remove and replace\nCWCAM as the special servicer, or any other person (or an affiliate or a\nthird-party representative of one or more of the preceding) to provide for a\ndiscount and/or revenue sharing with respect to certain of the special servicer\ncompensation in consideration of, among other things, the appointment (or\ncontinuance) of CWCAM as special servicer under the Pooling and Servicing\nAgreement and limitations on the right of such person to replace CWCAM as the\nspecial servicer.\n\nNeither CWCAM nor, to CWCAM’s\nknowledge, any affiliate of CWCAM, has any interest retained in this\ntransaction.\n\nNo securitization transaction\ninvolving commercial or multifamily mortgage loans in which CWCAM was acting as\nspecial servicer has experienced an event of default as a result of any action\nor inaction performed by CWCAM as special servicer. The special servicer\nratings of CWCAM are “STRONG” by S&P, “MOR CS1” by DBRS Morningstar and\n“CSS-“ by Fitch.\n\n**SIGNATURES**\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the\nregistrant has duly caused this report to be signed on its behalf by the\nundersigned hereunto duly authorized.\n\nBarclays Commercial Mortgage Securities LLC\n\n(Depositor)\n\n/s/ Daniel Schmidt\n\nDaniel Schmidt, Authorized Signatory\n\nDate: June 29, 2026"}