{"url_path":"/sec/cik-0002135998/8-k/2026-06-24/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/2135998/0001539497-26-001853-index.html","accession_number":"0001539497-26-001853","cik":"0002135998","ticker":null,"issuer_name":"BBCMS Mortgage Trust 2026-5C42","edgar_url":"https://www.sec.gov/Archives/edgar/data/2135998/0001539497-26-001853-index.html","primary_entity_key":"0002135998","primary_entity_name":"BBCMS Mortgage Trust 2026-5C42"},"word_count":919,"has_tables":true,"body_markdown":"Item 8.01.Other Events.\n\nOn June 24, 2026,\nBarclays Commercial Mortgage Securities LLC (the “Registrant”) caused the issuance, pursuant to a pooling and servicing\nagreement, dated and effective as of June 1, 2026 (the “Pooling and Servicing Agreement”), among the Registrant, as\ndepositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer,\nComputershare Trust Company, National Association, as certificate administrator and as trustee, and Park Bridge Lender Services LLC,\nas operating advisor and as asset representations reviewer, of BBCMS Mortgage Trust 2026-5C42, Commercial Mortgage Pass-Through Certificates,\nSeries 2026-5C42 (the “Certificates”). The Certificates will consist of the classes (each, a “Class”)\ndesignated as (i) Class A-1, Class A-2, Class A-3, Class X-A, Class A-S, Class B and Class C Certificates (collectively, the “Public\nCertificates”) and (ii) Class X-B, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G-RR and Class R Certificates\n(the “Private Certificates”).\n\nThe Public Certificates were\nsold to Barclays Capital Inc. (“Barclays”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank\nSecurities Inc. (“DBSI”), Goldman Sachs & Co. LLC (“GS&Co.”), KeyBanc Capital Markets Inc.\n(“KeyBanc”), SG Americas Securities, LLC (“SGAS”), Bancroft Capital, LLC (“Bancroft”)\nand Drexel Hamilton, LLC (“Drexel” and, together in such capacity with Barclays, CGMI, DBSI, GS&Co., KeyBanc, SGAS\nand Bancroft, the “Underwriters”), pursuant to an Underwriting Agreement, dated as of June 2, 2026, among the Registrant,\nBarclays Capital Real Estate Inc. (“BCREI”) and the Underwriters.\n\nThe Private Certificates\nwere sold to Barclays, CGMI, DBSI, GS&Co., KeyBanc, SGAS, Bancroft and Drexel (collectively in such capacity, the “Initial\nPurchasers”), pursuant to a Certificate Purchase Agreement, dated as of June 2, 2026, among the Registrant, BCREI and the Initial\nPurchasers. The Private Certificates will be sold in a transaction exempt from registration under the Securities Act of 1933, as amended,\npursuant to Section 4(a)(2) of the Act.\n\nThe Certificates represent,\nin the aggregate, the entire beneficial ownership in BBCMS Mortgage Trust 2026-5C42 (the “Issuing Entity”), a common\nlaw trust fund to be formed on June 24, 2026 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement.\nThe assets of the Issuing Entity consist primarily of 37 commercial, multifamily and/or manufactured housing community mortgage loans.\nThe net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Registrant from BCREI, Starwood\nMortgage Capital LLC, KeyBank National Association, Zions Bancorporation, N.A., German American Capital Corporation, Goldman Sachs Mortgage\nCompany, Argentic Real Estate Finance 2 LLC, Citi Real Estate Funding Inc. and Societe Generale Financial Corporation.\n\nOn June 24, 2026, the Registrant\nwill sell all of the Public Certificates, having an aggregate certificate principal amount of $570,184,000. The net proceeds of the offering\nto the Registrant of the issuance of the Certificates, after deducting expenses payable by the Registrant of $7,877,695.47, were approximately\n$577,681,801.81. Of the expenses paid by the Registrant, approximately $78,742.41 were paid directly to affiliates of the Registrant,\n$44,999.98 in the form of fees were paid to the Underwriters, $112,499.96 were paid to or for the Underwriters and $7,641,453.12 were\nother expenses. All of the foregoing expense amounts are the Depositor’s reasonable estimates of such expenses.\n\nFurther information regarding\nsuch sales has been previously provided on the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange\nCommission (Filing Date: June 4, 2026) and in the Prospectus, dated June 2, 2026 and as filed with the Securities and Exchange Commission\n\non\nJune 4, 2026. The related registration statement (file no. 333-286968) was originally declared effective on May 23, 2025.\n\nIn connection with the issuance\nand sale to the Underwriters of the Public Certificates, a legal opinion was rendered related to the validity of, and certain federal\nincome tax considerations relating to, the Public Certificates, which legal opinion is attached as an exhibit to this report.\n\nCredit Risk Retention\n\nThe portion of the Class\nG-RR Certificates comprising the eligible horizontal residual interest was sold to Starwood CMBS Horizontal Retention BBCMS 2026-5C42\nLLC for $5,581,814 (representing 0.8535% of the fair value of all Classes of Certificates (other than the Class R Certificates), based\non actual sale prices and finalized tranche sizes) pursuant to the Certificate Purchase Agreement. The VRR Interest (as defined in the\nPooling and Servicing Agreement) represents approximately 4.1998% of the Certificate Balance, Notional Amount or Percentage Interest of\neach Class of Certificates (other than the Class R Certificates). If the Retaining Sponsor (as defined in the Pooling and Servicing Agreement)\nhad relied solely on retaining an “eligible horizontal residual interest” in order to meet the credit risk retention requirements\nof the Credit Risk Retention Rules with respect to this securitization transaction, it would have retained an eligible horizontal residual\ninterest with an aggregate fair value dollar amount of approximately $32,698,056, representing 5.0% of the aggregate fair value, as of\nthe Closing Date, of all Classes of Certificates (other than the Class R Certificates), excluding accrued interest.\n\nThere are no material differences\nbetween (a) the valuation methodology or any of the key inputs and assumptions that were used in calculating the fair value or range of\nfair values disclosed in the Preliminary Prospectus dated May 28, 2026 and as filed with the Securities and Exchange Commission on May\n28, 2026 under the heading “*Credit Risk Retention*” prior to the pricing of the certificates and (b) the valuation methodology\nor the key inputs and assumptions that were used in calculating the fair value set forth above in this paragraph."}