8-K 1 n5034_x29-8k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 12, 2025

 

Central Index Key Number of the issuing entity: 0002063020

Wells Fargo Commercial Mortgage Trust 2025-5C4

(Exact name of Issuing Entity)

 

Central Index Key Number of the depositor: 0000850779

Wells Fargo Commercial Mortgage Securities, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Central Index Key Number of the sponsor: 0000740906

Wells Fargo Bank, National Association

Central Index Key Number of the sponsor: 0001701238

Citi Real Estate Funding Inc.
Central Index Key Number of the sponsor: 0001592182

LMF Commercial, LLC

Central Index Key Number of the sponsor: 0001968416

Argentic Real Estate Finance 2 LLC

Central Index Key Number of the sponsor: 0000835271

JPMorgan Chase Bank, National Association

(Exact Names of the Sponsors as Specified in their Charters)

 

North Carolina 333-282099-04 56-1643598
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. 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 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))

 

 

Section 1. Registrant’s Business and Operations.

Item 1.01. Entry into a Material Definitive Agreement.

On May 29, 2025, Wells Fargo Commercial Mortgage Securities, Inc. (the “Registrant”) created Wells Fargo Commercial Mortgage Trust 2025-5C4 (the “Issuing Entity”) and caused the issuance of the Wells Fargo Commercial Mortgage Trust 2025-5C4, Commercial Mortgage Pass-Through Certificates, Series 2025-5C4 (the “Certificates”), pursuant to a Pooling and Servicing Agreement, dated and effective as of May 1, 2025 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, Trimont LLC (“Trimont”), as master servicer, Rialto Capital Advisors, LLC (“Rialto”), as special servicer, Computershare Trust Company, National Association (“CTCNA”), as certificate administrator and as trustee, and Pentalpha Surveillance LLC (“Pentalpha”), 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 Mortgage Loan identified as “931 Carroll Street” on Exhibit B to the Pooling and Servicing Agreement (the “931 Carroll Street Mortgage Loan”), which is an asset of the Issuing Entity, is part of a whole loan (the “931 Carroll Street Whole Loan”) that includes the 931 Carroll Street Mortgage Loan and one other pari passu loan, which is not an asset of the Issuing Entity. The Pooling and Servicing Agreement provides that the 931 Carroll Street Mortgage Loan is to be serviced and administered (i) until the securitization of Note A-1 in the 931 Carroll Street Whole Loan, under the Pooling and Servicing Agreement, and (ii) from and after the securitization of such Note A-1, under the pooling and servicing agreement entered into in connection with the securitization of such Note A-1.

On June 12, 2025, the Note A-1 in the 931 Carroll Street Whole Loan was securitized pursuant to the Benchmark 2025-V15 Mortgage Trust securitization transaction. As of such date, the 931 Carroll Street Mortgage Loan is being serviced and administered under the Pooling and Servicing Agreement, dated as of June 1, 2025 (the “Benchmark 2025-V15 PSA”), between GS Mortgage Securities Corporation II, as depositor, Trimont, as master servicer, Rialto, as special servicer, CTCNA, as certificate administrator and as trustee, and Pentalpha, as operating advisor and as asset representations reviewer. The Benchmark 2025-V15 PSA is attached hereto as Exhibit 99.1.

The terms and conditions of the Benchmark 2025-V15 PSA applicable to the servicing of the 931 Carroll Street Mortgage Loan are substantially similar to the terms and conditions of the Pooling and Servicing Agreement applicable to the servicing of the other Mortgage Loans, as described under “Pooling and Servicing Agreement” in the Prospectus filed by the Issuing Entity pursuant to Rule 424(b)(2) with respect to the Certificates on May 19, 2025 (the “Prospectus”), however the servicing arrangements under such agreements will differ in certain respects, including the items set forth under “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans—General” in the Prospectus and the following:

·The primary servicing fee payable to the related Non-Serviced Master Servicer will accrue at a rate of 0.00125% per annum (which will be paid in connection with such Non-Serviced Master Servicer’s primary servicing obligations for the 931 Carroll Street Mortgage Loan);
·The special servicing fee payable to the related Non-Serviced Special Servicer with respect to the 931 Carroll Street Mortgage Loan if such Mortgage Loan is a specially serviced loan thereunder will accrue at a rate equal to 0.25% per annum, subject to a monthly minimum servicing fee of $5,000 for the 931 Carroll Street Whole Loan;
·The workout fee payable to the related Non-Serviced Special Servicer with respect to the 931 Carroll Street Mortgage Loan if such Mortgage Loan is a corrected loan thereunder will accrue at a rate equal to the lesser of (a) 1.0% and (b) such lower rate as would result in a workout fee of $1,000,000 for the 931 Carroll Street Whole Loan, subject to a minimum workout fee of $25,000 for the 931 Carroll Street Whole Loan;
·The liquidation fee payable to the related Non-Serviced Special Servicer with respect to the 931 Carroll Street Mortgage Loan will accrue at a rate equal to the lesser of (a) such rate as would result in

 

 

a liquidation fee of $1,000,000 for the 931 Carroll Street Whole Loan and (b) 1.0%, subject to a minimum liquidation fee of $25,000; and

·The powers and duties of the Non-Serviced Operating Advisor under the Benchmark 2025-V15 PSA differ in certain respects from those of the operating advisor under the Pooling and Servicing Agreement.

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:
     
  99.1 Pooling and Servicing Agreement, dated and effective as of June 1, 2025, between GS Mortgage Securities Corporation II, as depositor, Trimont LLC, as master servicer, Rialto Capital Advisors, 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.

 

 

 

SIGNATURES

 

 

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.

 

 

  WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.
   
   
  By:   /s/ Lee Green
    Name:   Lee Green
    Title: Managing Director
Dated: July 16, 2025      

 

 

 

 

 

 

 

Exhibit Index

    Exhibit No. Description
99.1 Pooling and Servicing Agreement, dated and effective as of June 1, 2025, between GS Mortgage Securities Corporation II, as depositor, Trimont LLC, as master servicer, Rialto Capital Advisors, 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.