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: January 10, 2025
(Date of earliest event reported)
Wells Fargo Commercial Mortgage Trust 2025-5C3
(Central Index Key Number 0002047317)
(Exact name of issuing entity)
Wells Fargo Bank, National Association
(Central Index Key Number 0000740906)
Argentic Real Estate Finance 2 LLC
(Central Index Key Number 0001968416)
Citi Real Estate Funding Inc.
(Central Index Key Number 0001701238)
JPMorgan Chase Bank, National Association
(Central Index Key Number 0000835271)
Goldman Sachs Mortgage Company
(Central Index Key Number 0001541502)
LMF Commercial, LLC
(Central Index Key Number 0001592182)
UBS AG
(Central Index Key Number 0001685185)
Wells Fargo Commercial Mortgage Securities, Inc.
(Central Index Key Number 0000850779)
(Exact name of registrant as specified in its charter)
| North Carolina | 333-282099-01 | 56-1643598 |
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
301 South College Street
Charlotte, North Carolina | 28202 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (704) 374-6161 |
| 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.
On January 10, 2025, Wells Fargo Securities, LLC (“WFS”), J.P. Morgan Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), Goldman Sachs & Co. LLC (“GS&Co.”), UBS Securities LLC (“UBS Securities”), Academy Securities, Inc. (“Academy”), Drexel Hamilton, LLC (“Drexel”) and Siebert Williams Shank & Co., LLC (“Siebert”) entered into an agreement, dated as of January 10, 2025, among Wells Fargo Commercial Mortgage Securities, Inc. (the “Registrant”), as depositor, WFS, JPMS, CGMI, GS&Co., UBS Securities, Academy, Drexel and Siebert as underwriters (WFS, CGMI, GS&Co., JPMS, UBS Securities, Academy, Drexel and Siebert, collectively in such capacity, the “Underwriters”), and WFB (the “Underwriting Agreement”), an executed version of which is attached hereto as Exhibit 1.1, with respect to the sale of the Publicly Offered Certificates (as defined below) scheduled to occur on or about January 28, 2025. The Publicly Offered Certificates are expected to have an aggregate initial principal amount of $722,037,000.
On or about January 28, 2025, a series of mortgage pass-through certificates, entitled Commercial Mortgage Pass-Through Certificates, Series 2025-5C3 (the “Certificates”), is expected to be issued by Wells Fargo Commercial Mortgage Trust 2025-5C3, a New York common law trust (the “Issuing Entity”), pursuant to a Pooling and Servicing Agreement, attached hereto as Exhibit 4.1 and dated and effective as of January 1, 2025 (the “Pooling and Servicing Agreement”), among the Registrant, as depositor, Wells Fargo Bank, National Association, as master servicer, Argentic Services Company LP, as special servicer, Computershare Trust Company, N.A., as certificate administrator and as trustee, and BellOak, LLC, as operating advisor and as asset representations reviewer.
The assets of the Issuing Entity are expected to include several mortgage loans which are part of whole loans. Each whole loan is governed by a co-lender, intercreditor or similar agreement (each, an “Intercreditor Agreement”) between the holders of the promissory notes comprising such whole loan, the terms of which are described under “DESCRIPTION OF THE MORTGAGE POOL—The Whole Loans” in the Prospectus described below. Each Intercreditor Agreement is attached as an exhibit hereto, as described in the following table. Moreover, certain of such whole loans will not be serviced pursuant to the Pooling and Servicing Agreement, but will instead be serviced pursuant to a different servicing agreement (each, a “Non-Serviced PSA”). Each such Non-Serviced PSA is attached as an exhibit hereto, as described in the following table. For a description of the servicing of the affected whole loans under such Non-Serviced PSAs, see “POOLING AND SERVICING AGREEMENT—Servicing of the Non-Serviced Mortgage Loans” in the Prospectus described below.
| Whole Loan | Intercreditor
Agreement | Non-Serviced
PSA (if any) |
| Radius at Harbor Bay | 4.4 | N/A |
| Wilshire Office Portfolio | 4.5 | N/A |
| Queens Center | 4.6 | 4.2 |
| The Outlet Collection Seattle | 4.7 | 4.3 |
The Certificates will consist of the classes (each, a “Class”) designated as (i) the Class A-1, Class A-3, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (collectively,
the “Publicly Offered Certificates”), and (ii) the Class X-D, Class X-F, Class D, Class E, Class F, Class G-RR, Class J-RR and Class R Certificates (collectively, the “Privately Offered Certificates”).
The Publicly Offered Certificates and the Privately Offered Certificates represent, in the aggregate, the entire beneficial ownership in the Issuing Entity, a common law trust fund to be formed on or about January 28, 2025 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Issuing Entity’s primary assets are expected to be thirty (30) fixed rate mortgage loans (the “Mortgage Loans”) secured by mortgages, deeds of trust, deeds to secure debt or similar security instruments on the fee estate of the related borrower in sixty-three (63) commercial properties. Certain of the Mortgage Loans are expected to be acquired by the Registrant from Wells Fargo Bank, National Association (“WFB”) pursuant to a Mortgage Loan Purchase Agreement, dated and effective as of January 10, 2025, between the Registrant and WFB, an executed version of which is attached hereto as Exhibit 99.1; certain of the Mortgage Loans are expected to be acquired by the Registrant from Argentic Real Estate Finance 2 (“AREF2”) pursuant to a Mortgage Loan Purchase Agreement, dated and effective as of January 10, 2025, between the Registrant and AREF2, an executed version of which is attached hereto as Exhibit 99.2; certain of the Mortgage Loans are expected to be acquired by the Registrant from Citi Real Estate Funding Inc. (“CREFI”) pursuant to a Mortgage Loan Purchase Agreement, dated and effective as of January 10, 2025, between the Registrant and CREFI, an executed version of which is attached hereto as Exhibit 99.3; certain of the Mortgage Loans are expected to be acquired by the Registrant from JPMorgan Chase Bank, National Association (“JPMCB”) pursuant to a Mortgage Loan Purchase Agreement, dated and effective as of January 10, 2025, between the Registrant and JPMCB, an executed version of which is attached hereto as Exhibit 99.4; certain of the Mortgage Loans are expected to be acquired by the Registrant from Goldman Sachs Mortgage Company (“GSMC”) pursuant to a Mortgage Loan Purchase Agreement, dated and effective as of January 10, 2025, between the Registrant and GSMC, an executed version of which is attached hereto as Exhibit 99.5; certain of the Mortgage Loans are expected to be acquired by the Registrant from LMF Commercial, LLC (“LMF”) pursuant to a Mortgage Loan Purchase Agreement, dated and effective as of January 10, 2025, between the Registrant and LMF, an executed version of which is attached hereto as Exhibit 99.6; and certain of the Mortgage Loans are expected to be acquired by the Registrant from UBS AG (“UBS”) pursuant to a Mortgage Loan Purchase Agreement, dated and effective as of January 10, 2025, between the Registrant and UBS, an executed version of which is attached hereto as Exhibit 99.7.
The funds to be used by the Registrant to pay the purchase price for the Mortgage Loans are expected to be derived from the proceeds of (i) the sale of the Publicly Offered Certificates by the Registrant to the Underwriters pursuant to the Underwriting Agreement, and (ii) the sale of the Privately Offered Certificates, having an aggregate initial principal amount of $111,483,428, by the Registrant to WFS, JPMS, CGMI, GS&Co., UBS Securities, Academy, Drexel and Siebert (collectively in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, dated as of January 10, 2025, among the Registrant, as depositor, the Initial Purchasers, as initial purchasers, and WFB, which Privately Offered Certificates will be sold in transactions exempt from registration under the Securities Act of 1933, as amended.
The Publicly Offered Certificates and the Mortgage Loans are more particularly described in the Prospectus, dated January 10, 2025 and as filed with the Securities and Exchange Commission on January 14, 2025 (the “Prospectus”). In connection with such Prospectus, the Chief Executive Officer of the Registrant has provided the certification attached hereto as Exhibit 36.1 and dated January 10, 2025.
The related registration statement (file no. 333-282099) was originally declared effective on December 2, 2024.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit 1.1 | Underwriting Agreement, dated as of January 10, 2025, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, UBS Securities LLC, Academy Securities, Inc., Drexel Hamilton, LLC and Siebert Williams Shank & Co., LLC, as underwriters, and Wells Fargo Bank, National Association. |
| Exhibit 4.1 | Pooling and Servicing Agreement, dated and effective as of January 1, 2025, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Argentic Services Company LP, 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. |
| Exhibit 4.2 | Pooling and Servicing Agreement, dated and effective as of December 1, 2024, among Barclays Commercial Mortgage Securities LLC, 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. |
| Exhibit 4.3 | Pooling and Servicing Agreement, dated as of December 1, 2024, among BMO Commercial Mortgage Securities LLC, as depositor, Wells Fargo Bank, National Association, as master servicer, Greystone Servicing Company LLC, as special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, and Computershare Trust Company, National Association, as certificate administrator and as trustee. |
| Exhibit 4.5 | Agreement Between Note Holders, dated as of December 27, 2024, by and between Wells Fargo Bank, National Association, as note A-1 holder, Bank of America, National Association, as note A-2 holder and JPMorgan Chase Bank, National Association, as note A-3 holder. |
| Exhibit 4.6 | Co-Lender Agreement, dated as of October 28, 2024, between German American Capital Corporation, as note A-1-1 holder, note A-1-2 holder, note A-1-3 holder, note A-1-4 holder, note A-1-5 holder and note A-1-6 holder, Goldman Sachs Bank USA, as note A-2-1 holder, note A-2-2 holder, note A-2-3 holder, note A-2- |
| 4 holder, note A-2-5 holder initial note A-2-6 holder, JPMorgan Chase Bank, National Association, as note A-3-1 holder, note A-3-2 holder, note A-3-3 holder, note A-3-4 holder and note A-3-5 holder, Bank of Montreal, as note A-4-1 holder, note A-4-2 holder, note A-4-3 holder, note A-4-4 holder, note A-4-5 holder and note A-4-6 holder and Morgan Stanley Bank, N.A., as note A-5-1 holder, note A-5-2 holder, note A-5-3 holder and note A-5-4 holder. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | |
| | | |
| Date: January 14, 2025 | WELLS FARGO COMMERCIAL |
| | MORTGAGE SECURITIES, INC. |
| | (Registrant) |
| | | |
| | | |
| | By: | /s/ Anthony J. Sfarra |
| | | Name: Anthony J. Sfarra |
| | | Title: President |
INDEX TO EXHIBITS
Item 601(a) of
Regulation S-K
Exhibit No. | Description | Paper (P) or
Electronic (E) |
| 1.1 | Underwriting Agreement, dated as of January 10, 2025, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, UBS Securities LLC, Academy Securities, Inc., Drexel Hamilton, LLC and Siebert Williams Shank & Co., LLC, as underwriters, and Wells Fargo Bank, National Association. | (E) |
| 4.1 | Pooling and Servicing Agreement, dated and effective as of January 1, 2025, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Argentic Services Company LP, 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. | (E) |
| 4.2 | Pooling and Servicing Agreement, dated and effective as of December 1, 2024, among Barclays Commercial Mortgage Securities LLC, 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. | (E) |
Item 601(a) of
Regulation S-K
Exhibit No. | Description | Paper (P) or
Electronic (E) |
| 4.3 | Pooling and Servicing Agreement, dated as of December 1, 2024, among BMO Commercial Mortgage Securities LLC, as depositor, Wells Fargo Bank, National Association, as master servicer, Greystone Servicing Company LLC, as special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, and Computershare Trust Company, National Association, as certificate administrator and as trustee. | (E) |
| 4.4 | Co-Lender Agreement, dated as of December 30, 2024, between Wells Fargo Bank, National Association, as note A-1 holder, note A-2 holder and note A-3 holder and German American Capital Corporation, as note A-4 holder. | (E) |
| 4.5 | Agreement Between Note Holders, dated as of December 27, 2024, by and between Wells Fargo Bank, National Association, as note A-1 holder, Bank of America, National Association, as note A-2 holder and JPMorgan Chase Bank, National Association, as note A-3 holder. | (E) |
Item 601(a) of
Regulation S-K
Exhibit No. | Description | Paper (P) or
Electronic (E) |
| 4.6 | Co-Lender Agreement, dated as of October 28, 2024, between German American Capital Corporation, as note A-1-1 holder, note A-1-2 holder, note A-1-3 holder, note A-1-4 holder, note A-1-5 holder and note A-1-6 holder, Goldman Sachs Bank USA, as note A-2-1 holder, note A-2-2 holder, note A-2-3 holder, note A-2-4 holder, note A-2-5 holder initial note A-2-6 holder, JPMorgan Chase Bank, National Association, as note A-3-1 holder, note A-3-2 holder, note A-3-3 holder, note A-3-4 holder and note A-3-5 holder, Bank of Montreal, as note A-4-1 holder, note A-4-2 holder, note A-4-3 holder, note A-4-4 holder, note A-4-5 holder and note A-4-6 holder and Morgan Stanley Bank, N.A., as note A-5-1 holder, note A-5-2 holder, note A-5-3 holder and note A-5-4 holder. | (E) |
| 4.7 | Co-Lender Agreement, dated as of December 2, 2024, by and between Citi Real Estate Funding Inc., as initial note A-1 holder and initial note A-2 holder. | (E) |
| 36.1 | Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus dated January 10, 2025, which such certification is dated January 10, 2025. | (E) |
| 99.1 | Mortgage Loan Purchase Agreement, dated and effective as of January 10, 2025, between Wells Fargo Bank, National Association, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. | (E) |
| 99.2 | Mortgage Loan Purchase Agreement, dated and effective as of January 10, 2025, between Argentic Real Estate Finance 2 LLC, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. | |
Item 601(a) of
Regulation S-K
Exhibit No. | Description | Paper (P) or
Electronic (E) |
| 99.3 | Mortgage Loan Purchase Agreement, dated and effective as of January 10, 2025, between Citi Real Estate Funding Inc., as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. | (E) |
| 99.4 | Mortgage Loan Purchase Agreement, dated and effective as of January 10, 2025, between JPMorgan Chase Bank, National Association, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. | (E) |
| 99.5 | Mortgage Loan Purchase Agreement, dated and effective as of January 10, 2025, between Goldman Sachs Mortgage Company, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. | (E) |
| 99.6 | Mortgage Loan Purchase Agreement, dated and effective as of January 10, 2025, between LMF Commercial, LLC, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. | (E) |
| 99.7 | Mortgage Loan Purchase Agreement, dated and effective as of January 10, 2025, between UBS AG, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. | (E) |
