8-K - BANK5 2026-5YR21 - 8.01 / 9.01

Form 8-K - Current report: SEC Accession No. 0001539497-26-001144

Filing Date: 2026-04-17

Accepted: 2026-04-17 16:09:25

Documents: 2

Period of Report: 2026-04-17

Items: Item 8.01: Other Events Item 9.01: Financial Statements and Exhibits

BANK5 2026-5YR21 (Filer) CIK : 0002116726 (see all company filings) State of Incorp.: DE | Fiscal Year End: 1231 Type: 8-K | Act: 34 | File No.: 333-280318-04 | Film No.: 26871615 SIC : 6189 Asset-Backed Securities (CF Office: Office of Structured Finance)

1 | 8-K (PRICING) | n5750_x21-8k.htm | 8-K

2 | LEGALITY OPINION OF CADWALADER, WICKERSHAM & TAFT LLP, DATED APRIL 17, 2026 | exh_5-opinion.htm | EX-5

SECURITIES AND EXCHANGE COMMISSION

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

Date of Report: April 17, 2026 (Date of earliest event reported)

BANK5 2026-5YR21 (Central Index Key Number 0002116726)

(Exact name of issuing entity)

JPMorgan Chase Bank, National Association (Central Index Key Number 0000835271)

(Exact name of sponsor as specified in its charter)

Bank of America, National Association

(Central Index Key Number 0001102113)

(Exact name of sponsor as specified in its charter)

Wells Fargo Bank, National Association

(Central Index Key Number 0000740906)

(Exact name of sponsor as specified in its charter)

Morgan Stanley Mortgage Capital Holdings LLC

(Central Index Key Number 0001541557)

(Exact name of sponsor as specified in its charter)

J.P. Morgan Chase Commercial Mortgage Securities Corp. (Central Index Key Number 0001013611)

(Exact name of registrant as specified in its charter)

(IRS Employer Identification No.)

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:

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. ☐

On April 17, 2026, J.P. Morgan Chase Commercial Mortgage Securities Corp. (the “ Registrant ”) caused, pursuant to a pooling and servicing agreement, dated and effective as of April 1, 2026 (the “ Pooling and Servicing Agreement ”), among the Registrant, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Computershare Trust Company, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, (i) the issuance of the BANK5 2026-5YR21, Commercial Mortgage Pass-Through Certificates, Series 2026-5YR21 (the “ Certificates ”) and (ii) the creation of an uncertificated interest (the “ RR Interest ”, and together with the Class RR Certificates, the “ VRR Interest ”). The Certificates will consist of the following classes, designated as (i) Class A-1, Class A-2, Class A-2-1, Class A-2-2, Class A-2-X1, Class A-2-X2, Class A-3, Class A-3-1, Class A-3-2, Class A-3-X1, Class A-3-X2, Class X-A, Class X-B, Class A-S, Class A-S-1, Class A-S-2, Class A-S-X1, Class A-S-X2, Class B, Class B-1, Class B-2, Class B-X1, Class B-X2, Class C, Class C-1, Class C-2, Class C-X1 and Class C-X2 Certificates (collectively, the “ Public Certificates ”) and (ii) Class X-D, Class X-E, Class D, Class E, Class X-FRR, Class X-GRR, Class F-RR, Class G-RR, Class V and Class R Certificates (the “ Private Certificates ”).

The Public Certificates were sold to J.P. Morgan Securities LLC (“ JPMS ”), BofA Securities, Inc. (“ BofA Securities ”), Wells Fargo Securities, LLC (“ WFS ”), Morgan Stanley & Co. LLC (“ MS&Co. ”), Academy Securities, Inc. (“ Academy ”) and Drexel Hamilton, LLC (“ Drexel ” and, together in such capacity with JPMS, BofA Securities, WFS, MS&Co. and Academy, the “ Underwriters ”), pursuant to an Underwriting Agreement, dated as of March 25, 2026, among the Registrant, JPMorgan Chase Bank, National Association (“ JPMCB ”) and the Underwriters.

The Private Certificates were sold to JPMS, BofA Securities, WFS, MS&Co., Academy and Drexel (collectively in such capacity, the “ Initial Purchasers ”), pursuant to a Certificate Purchase Agreement, dated as of March 25, 2026, among the Registrant, JPMCB and the Initial Purchasers. The Private Certificates will be sold in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of the Act.

The Certificates and the VRR Interest represent, in the aggregate, the entire beneficial ownership in the BANK5 2026-5YR21 (the “ Issuing Entity ”), a common law trust fund formed on April 17, 2026 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 31 commercial, multifamily and/or manufactured housing commercial mortgage loans (the “ Mortgage Loans ”). The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Registrant from JPMCB, Bank of America, National Association (“ BANA ”), Wells Fargo Bank, National Association (“ WFB ”) and Morgan Stanley Mortgage Capital Holdings LLC (“ MSMCH ”).

On April 17, 2026, the Registrant sold all of the Public Certificates, having an aggregate certificate principal amount of $722,002,000. The net proceeds of the offering to the Registrant of the issuance of the Certificates, after deducting expenses payable by the Registrant of $5,313,184, were approximately $733,615,697. Of the expenses paid by the Registrant, approximately $330,469 were paid directly to affiliates of the Registrant, $597,775 in the form of fees were paid to the Underwriters, $116,496 were paid to or for the Underwriters and $4,268,444 were other expenses. All of the foregoing expense amounts are the Depositor’s reasonable estimates of such expenses.

Further information regarding such sales has been previously provided on the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission (Filing Date: March 27, 2026)

and in the Prospectus, dated March 25, 2026 and as filed with the Securities and Exchange Commission on March 27, 2026. The related registration statement (file no. 333-280318) was originally declared effective on September 9, 2024.

In connection with the issuance and sale to the Underwriters of the Public Certificates, a legal opinion was rendered related to the validity of, and certain federal income tax considerations relating to, the Public Certificates, which legal opinion is attached as an exhibit to this report.

MSMCH, in its capacity as “retaining sponsor” (in such capacity, the “ Retaining Sponsor ”) is satisfying its credit risk retention obligation under Regulation RR, 12 C.F.R. Part 43 (the “ Credit Risk Retention Rules ”) in connection with the securitization of the Mortgage Loans referred to above by:

The VRR Interest was transferred in transactions exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of the Act. The VRR Interest constitutes an “eligible vertical interest” (as defined in the Credit Risk Retention Rules) that represents the right to receive approximately 1.80% of all amounts collected on the Mortgage Loans, net of all expenses of the Issuing Entity, and distributed on the Certificates (other than the Class R Certificates) and the VRR Interest.

The Horizontal Risk Retention Certificates constitute an “eligible horizontal residual interest” (as defined in the Credit Risk Retention Rules). The aggregate fair value of the Horizontal Risk Retention Certificates is equal to approximately $27,544,199 (excluding accrued interest), representing approximately 3.28% of the aggregate fair value of all of the Certificates (other than the Class R Certificates) and the VRR Interest. The fair value of the Certificates (other than the Class R Certificates) and VRR Interest was determined based on the actual sale prices and finalized tranche sizes of such Certificates.

If the Retaining Sponsor had relied solely on retaining an “eligible horizontal residual interest” (as defined in the Credit Risk Retention Rules) in order to meet the credit risk retention requirements of the Credit Risk Retention Rules with respect to this securitization transaction, it would have retained an “eligible horizontal residual interest” with an aggregate fair value dollar amount of approximately

$42,017,683 representing 5.00% of the aggregate fair value of all of the Certificates (other than the Class R Certificates) and the VRR Interest.

There are no material differences between (a) the valuation methodology or any of the key inputs and assumptions that were used in calculating the fair value or range of fair values disclosed in the preliminary prospectus dated March 20, 2026 and as filed with the Securities and Exchange Commission on March 20, 2026 under the heading “ Credit Risk Retention ” prior to the pricing of the certificates and (b) the valuation methodology or the key inputs and assumptions that were used in calculating the fair value set forth above in this paragraph.

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