Benchmark 2026-V22 Mortgage Trust 8-K filed 2026

Item 8.01.

Other Events .

On May 26, 2026 (the “ Closing
Date ”), Citigroup Commercial Mortgage Securities Inc. (the “ Depositor ”) caused the issuance, pursuant to
a Pooling and Servicing Agreement, dated as of May 1, 2026 (the “ Pooling and Servicing Agreement ”), between the Depositor,
as depositor, Trimont LLC, as master servicer, LNR Partners, LLC, as special servicer, BellOak, LLC, as operating advisor and as asset
representations reviewer, Citibank, N.A., as certificate administrator, and Wilmington Savings Fund Society, FSB, as trustee, of the Benchmark
2026-V22 Mortgage Trust (the “ Issuing Entity ”), Commercial Mortgage Pass-Through Certificates, Series 2026-V22 (the
“ Certificates ”), and an uncertificated risk retention interest in the Issuing Entity (the “ Uncertificated
VRR Interest ”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Pooling and Servicing
Agreement. The Pooling and Servicing Agreement was attached as Exhibit 4.1 to the Depositor’s Current Report on Form 8-K/A, filed
with the Securities and Exchange Commission (the “ Commission ”) on May 26, 2026 under Commission File No. 333-286596-04
(the “ Form 8-K/A ”).

The Certificates consist
of the following classes, designated as (i) the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class B and Class C
Certificates (collectively, the “ Public Certificates ”), (ii) the Class X-D, Class D, Class E, Class F-RR,
Class G-RR and Class R Certificates (collectively, the “ Private Offered Certificates ” and, collectively with the
Public Certificates, the “ Offered Certificates ”), and (iii) the Class VRR Certificates.

On May 8, 2026, Citigroup
Global Markets Inc. (“ CGMI ”), Deutsche Bank Securities Inc. (“ DBSI ”), Goldman Sachs & Co. LLC
(“ GS&Co. ”), Barclays Capital Inc. (“ BCI ”), Bancroft Capital, LLC (“ Bancroft ”)
and Drexel Hamilton, LLC (“ Drexel ” and, collectively with CGMI, DBSI, GS&Co., BCI and Bancroft, in such capacity,
the “ Underwriters ”), had entered into an agreement with the Depositor, dated as of May 8, 2026 (the “ Underwriting
Agreement ”), with respect to the sale of the Public Certificates, which have an aggregate initial principal amount of $650,523,000.

In addition, the Depositor
also entered into an agreement to sell the Private Offered Certificates, which have an aggregate initial principal amount of $79,377,560,
to CGMI, DBSI, GS&Co., BCI, Bancroft and Drexel (collectively in such capacity, the “ Initial Purchasers ”), pursuant
to a purchase agreement, dated as of May 8, 2026 (the “ Certificate Purchase Agreement ”), among the Depositor and the
Initial Purchasers. The Private Offered Certificates will be sold in a transaction exempt from registration under the Securities Act of
1933, as amended (the “ Act ”), pursuant to Section 4(a)(2) of the Act.

The Public Certificates
were offered by the Underwriters for sale to the public, pursuant to the Depositor’s Preliminary Prospectus, dated May 4, 2026,
and by the Depositor’s Prospectus, dated May 8, 2026 (the “ Prospectus ”), in negotiated transactions or otherwise
at varying prices determined at the time of sale. 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 hereto as Exhibit 5 .

The net proceeds of the
sale of the Certificates and the Uncertificated VRR Interest were applied to the purchase by the Depositor from Citi Real Estate Funding
Inc. (“ CREFI ”), Goldman Sachs Mortgage Company (“ GSMC ”), German American Capital Corporation and
Barclays Capital Real Estate Inc. of the mortgage loans backing the Certificates (the “ Mortgage Loans ”). The
net proceeds to the Depositor of the offering of the Certificates, after deducting expenses payable by the Depositor in connection with
the issuance and distribution of the Certificates of $4,278,431, were approximately $756,006,995. Of the expenses paid by the Depositor,
approximately $321,087 were paid directly to affiliates of the Depositor, $50,000 in the form of fees were paid to the Underwriters and
the Initial Purchasers, $0 were paid to or for

the
Underwriters and the Initial Purchasers, and $3,907,343 were other expenses. All of the foregoing expense amounts are the Depositor’s
reasonable estimates of such expenses. No underwriting discounts and commissions or finder’s fees were paid by the Depositor.

Further information regarding
sales of the Public Certificates is set forth in the Underwriting Agreement (including, as to the price per class of Public Certificates,
on Schedule II thereto) and in the Depositor’s Prospectus, dated May 8, 2026. The related registration statement (file no. 333-286596)
was originally declared effective on June 20, 2025.

CREFI, in its capacity as
“retaining sponsor” (as such term is defined in Regulation RR (12 C.F.R. Part 43) promulgated under Section 15G of the Securities
Exchange Act of 1934, as amended (“ Regulation RR ”)) (the “ Retaining Sponsor ”), is satisfying a portion
of its credit risk retention obligation under Regulation RR in connection with the securitization of the Mortgage Loans referred to above
by the acquisition by CREFI and Goldman Sachs Bank USA (“ GS Bank ”) from the Depositor, on the Closing Date in transactions
exempt from registration under the Act pursuant to Section 4(a)(2) of the Act, of their respective portions of a “single vertical
security” (as defined in Regulation RR) that is an “eligible vertical interest” (as defined in Regulation RR) in the
Issuing Entity, with an aggregate initial principal balance of approximately $20,254,178 as of the Closing Date, consisting of (i) the
Class VRR Certificates acquired by CREFI as described below and (ii) the Uncertificated VRR Interest retained by GS Bank. The Class VRR
Certificates and the Uncertificated VRR Interest are collectively referred to as the “ Combined VRR Interest ”. The Combined
VRR Interest represents at least 2.7000% of the sum of the initial aggregate certificate balance of all of the Certificates and the initial
principal balance of the Uncertificated VRR Interest as of the Closing Date. The Combined VRR Interest will entitle the holders thereof
to a specified percentage of the amounts paid on each other class of “ABS interests” (as defined in Regulation RR) in the
Issuing Entity. On the Closing Date, pursuant to the Mortgage Loan Purchase Agreement, dated as of the Closing Date, between GSMC and
the Depositor, GS Bank, an “originator” (within the meaning of Regulation RR) of all the Mortgage Loans and/or portions thereof
being sold by it (through GSMC) to the Depositor, representing approximately 24.9% of the aggregate Cut-off Date Balance of all the Mortgage
Loans, acquired (through GSMC) from the Depositor, in a transaction exempt from registration under the Act pursuant to Section 4(a)(2)
of the Act, a portion of the Combined VRR Interest in the form of the Uncertificated VRR Interest with an initial principal balance of
$5,042,007, in exchange for a reduction in the price that GS Bank received for its sale (through GSMC) to the Depositor of the Mortgage
Loans and/or portions thereof that it originated. On the Closing Date, pursuant to the Mortgage Loan Purchase Agreement, dated as of the
Closing Date, between CREFI and the Depositor, CREFI received, in a transaction exempt from registration under the Act pursuant to Section
4(a)(2) of the Act, as partial consideration for the Mortgage Loans and/or portions thereof that CREFI transferred to the Depositor, a
portion of the Combined VRR Interest in the form of the Class VRR Certificates with an initial certificate balance of $15,212,171.

CREFI, in its capacity as
“retaining sponsor”, is satisfying the remainder of its credit risk retention obligation under Regulation RR in connection
with the securitization of the Mortgage Loans referred to above by the purchase on the Closing Date and holding by two third-party purchasers,
which are CMBS 4 Sub 15, LLC and TH Holdco 1 (Cayman), L.P., in each case directly or through one or more “majority-owned affiliates”
(as such term is defined in Regulation RR), of their respective proportionate shares of an “eligible horizontal residual interest”
(as such term is defined in Regulation RR), consisting of all of the Class F-RR and Class G-RR Certificates (collectively, the
“ HRR Certificates ”). The HRR Certificates have an aggregate initial certificate balance of approximately $39,232,560
as of the Closing Date and a fair value equal to approximately 2.3332% of the fair value, as of the Closing Date, of all of the “ABS
interests” (as defined in Regulation RR) issued by the Issuing Entity, determined in accordance with Generally Accepted Accounting
Principles.
Benchmark 2026-V22 Mortgage Trust - 8-K

Item 8.01 - Other Events

Item 9.01 - Financial Statements and Exhibits
