Benchmark 2026-V21 Mortgage Trust

8-K · n5705_x27-8k.htm

8-K
 1
 n5705_x27-8k.htm
 8-K

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 8-K

 CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported) May
28, 2026

 Benchmark 2026-V21 Mortgage Trust

 (Central Index Key Number 0002109998)

(Exact name of issuing entity)

 GS Mortgage Securities Corporation II

 (Central Index Key Number 0001004158)

 (Exact name of the depositor as specified in its charter)

Goldman Sachs Mortgage Company

 (Central Index Key Number 0001541502)

 German American Capital Corporation

 (Central Index Key Number 0001541294)

 Citi Real Estate Funding Inc.

 (Central Index Key Number 0001701238)

 Bank of Montreal

 (Central Index Key Number 0000927971)

 Barclays Capital Real Estate Inc.

 (Central Index Key Number 0001549574)

 (Exact name of the sponsors as specified in its charters)

 Delaware
 333-286173-03
 22-3442024

 (State or other jurisdiction

 of incorporation of depositor)

 (Commission File Number

 of issuing entity)

 (IRS Employer Identification

 No. of depositor)

 200 West Street

 New York, New York

 10282

 (Address of principal executive offices of depositor)
 (Zip Code of depositor)

 Depositor’s telephone number, including area code (212)
902-1000

 Not Applicable

 (Former name or former address, if changed since last
report.)

 Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 [ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)

 [ ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)

 [ ] Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 [ ] Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class
 Trading Symbol(s)
 Name of each exchange on which registered

 Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).

 Emerging growth company	☐

 If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.	☐

 Item 1.01. Entry into a Material Definitive Agreement .

 On March 26, 2026 (the
“ Closing Date ”), GS Mortgage Securities Corporation II (the “ Depositor ”) caused (i) the issuance
of the Benchmark 2026-V21 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2026-V21 (the “ Certificates ”)
and (ii) the creation of an uncertificated interest (the “ RR Interest ”, and, together with the Class RR Certificates,
the “ VRR Interest ”) in the Issuing Entity (as defined below) representing the right to receive a specified percentage
of certain amounts collected on the Mortgage Loans (as defined below), net of all expenses of the Issuing Entity, in each case pursuant
to a pooling and servicing agreement, dated as of March 1, 2026 (the “ Pooling and Servicing Agreement ”), among
the Depositor, as depositor, KeyBank National Association, as master servicer, Torchlight Loan Services, LLC, as special servicer, Computershare
Trust Company, National Association, as certificate administrator and as trustee, and BellOak, LLC, as operating advisor and as asset
representations reviewer. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Pooling and Servicing
Agreement.

 The Certificates and the RR
Interest represent, in the aggregate, the entire beneficial ownership in Benchmark 2026-V21 Mortgage Trust (the “ Issuing Entity ”),
a common law trust fund formed under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The assets of
the Issuing Entity consist primarily of 41 fixed-rate mortgage loans (the “ Mortgage Loans ”) secured by first liens
on 68 commercial, multifamily and/or manufactured housing properties (the “ Mortgaged Properties ”).

 The Mortgage Loan secured
by the Mortgaged Property identified on Exhibit B to the Pooling and Servicing Agreement as “Del Rey Campus”, which is an
asset of the Issuing Entity, is part of a whole loan (the “ Del Rey Campus Whole Loan ”) that includes the Del Rey Campus
Mortgage Loan and certain other loans that are pari passu to the Del Rey Campus Mortgage Loan (the “ Del Rey Campus Companion
Loans ”). The Del Rey Campus Companion Loans are not assets of the Issuing Entity.

 As of May 28, 2026, the Del
Rey Campus Whole Loan, including the Del Rey Campus Mortgage Loan, is being serviced and administered pursuant to (a) a pooling and servicing
agreement, an executed version of which is attached hereto as Exhibit 4.1 and which is dated as of May 1, 2026 (the “ WFCM 2026-5C9
Pooling and Servicing Agreement ”), among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Trimont LLC, as master
servicer, Rialto Capital Advisors, LLC, as special servicer, Computershare Trust Company, National Association, as certificate administrator,
Deutsche Bank National Trust Company, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer
and (b) the related Co-Lender Agreement (as defined in the Pooling and Servicing Agreement), as to which an executed version was attached
to the current report on Form 8-K filed by the Issuing Entity on March 5, 2026.

 The servicing terms of the
WFCM 2026-5C9 Pooling and Servicing Agreement applicable to the servicing of the Del Rey Campus Mortgage Loan are similar in all material
respects to the servicing terms of the Pooling and Servicing Agreement applicable to the servicing of the other Mortgage Loans, but will
differ in certain respects, as described in the section captioned “ Pooling and Servicing Agreement—Servicing of the Non-Serviced
Mortgage Loans ” in the Prospectus (SEC File Number 333-286173-03) filed with the Securities and Exchange Commission on March
5, 2026 pursuant to Rule 424(b)(2).

 Item 9.01.
 Financial Statements and Exhibits .

 (d)
 Exhibits

 Exhibit No.
 Description

 Exhibit 4.1
 Pooling and Servicing Agreement, dated as of May 1, 2026, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Trimont LLC, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Computershare Trust Company, National Association, as certificate administrator, Deutsche Bank National Trust Company, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer.

 Pursuant to the requirements of
the Securities Exchange Act of 1934, the depositor has caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.

 Date: June 2, 2026
 GS MORTGAGE SECURITIES

 CORPORATION II

 By:
 /s/ Scott Epperson

 Name:
 Scott Epperson

 Title:
 Chief Executive Officer

 INDEX TO EXHIBITS

 Item 601(a) of
 Regulation S-K

 Exhibit No.

 Description
 Paper (P) or

Electronic (E)

 4.1
 Pooling and Servicing Agreement, dated as of May 1, 2026, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Trimont LLC, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Computershare Trust Company, National Association, as certificate administrator, Deutsche Bank National Trust Company, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer.
 (E)