Suite 900
8350 Broad Street
McLean, VA 22102
Exhibit 1
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| KPMG LLP Suite 900 8350 Broad Street McLean, VA 22102 |
Independent Accountants’ Agreed-Upon Procedures Report
Wells Fargo Commercial Mortgage Securities, Inc.
Wells Fargo Bank, National Association
(together, the “Company”)
Wells Fargo Securities, LLC
(collectively, the “Specified Parties”):
Re: Wells Fargo Commercial Mortgage Trust 2025-AGLN – Data File Procedures
We have performed the procedures described below on the specified attributes in an electronic data file entitled “WFCM 2025-AGLN – Accounting Tape.xlsx” provided by the Company on June 30, 2025 (the “Data File”), containing information on one mortgage loan (the “Mortgage Loan”) and 29 related mortgaged properties (the “Mortgaged Properties”) as of July 7, 2025 (the “Cut-off Date”), which we were informed is intended to be included as collateral in the offering by Wells Fargo Commercial Mortgage Trust 2025-AGLN, Commercial Mortgage Pass-Through Certificates, Series 2025-AGLN (the “Certificates”). The Company is responsible for the specified attributes identified by the Company in the Data File.
The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate to meet their intended purpose of assisting specified parties in evaluating the accuracy of the specified attributes in the Data File. This report may not be suitable for any other purpose. No other parties have agreed to or acknowledged the appropriateness of these procedures for the intended purpose or any other purpose.
The procedures performed may not address all the items of interest to a specified party of this report and may not meet the needs of all specified parties of this report and, as such, specified parties are responsible for determining whether the procedures performed are appropriate for their purposes. We make no representation regarding the appropriateness of the procedures either for the intended purpose or for any other purpose.
Unless otherwise stated, the following definitions have been adopted in presenting our procedures and findings:
| · | The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise stated. Such compared information was deemed to be in agreement if differences were within the reporting threshold. |
| · | The term “recomputed” means recalculated and compared the result to the information shown and found it to be in agreement, unless otherwise stated. Such recomputed information was deemed to be in agreement if differences were within the reporting threshold. |
| · | The term “reporting threshold” means that dollar amounts and percentages were within $1.00 and 0.1%, respectively. |
| · | The term "Provided by the Company” when used in the “Source Document(s)” column of Attachment A, means we were instructed by the Company to assume the attribute is accurate and not perform any procedure. |
| · | The term “Loan Files” means the electronic copies of source documents provided by the Company and listed in Attachment A. Where the term “Draft” is used, it means source documents provided by the |
| KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. |
Company and listed in Attachment A are in draft form and are not executed with signatures as of the date of this report. We make no representation regarding the validity or accuracy of any of the source documents.
| · | The term “Compared Attributes” means the list of fields in the Data File which were selected by the Company for us to perform comparison procedures for and are listed in Attachment A. |
| · | The term “Recomputed Attributes” means the list of fields in the Data File which were selected by the Company for us to perform recomputation procedures for and are listed in Attachment B. |
| · | The term “Assumed Mezzanine Loan Spread” means the rate of 5.7500% which we were instructed to use by the Company where applicable in the Calculation Methodology. |
| · | The term “Calculation Methodology” means the formula listed in the Calculation Methodology column of Attachment B containing the calculation methodology for the Recomputed Attributes provided by the Company. |
| · | The term “Provided Information” means the Cut-off Date, Loan Files, Assumed Mezzanine Loan Spread and Calculation Methodology. |
Prior to being provided the Data File, we received one or more earlier versions of the data file on which to perform our procedures. In performing those procedures, we identified differences which were communicated to the Company. The Data File represents the revised information reflecting resolution of differences communicated as determined appropriate by the Company. We performed the procedures on the Data File, and the results of those procedures are reflected herein.
The procedures we were instructed by the Company to perform and the associated findings are as follows.
| A. | For the Mortgage Loan and Mortgaged Properties included in the Data File, we compared the Compared Attributes in the Data File (except for those with “Provided by the Company” in the “Source Document(s)” column of Attachment A) to the corresponding information included in the Loan Files. The Specified Parties indicated that the absence of any of the information in the Loan Files or the inability to agree the indicated information from the Data File to the Loan Files for each of the attributes identified, constituted an exception, except for those Compared Attributes with “Provided by the Company” in the “Source Document(s)” column of Attachment A. The document priority is the order provided by the Company, which is listed in the “Source Document(s)” column of Attachment A, with the highest priority document listed first. |
| B. | For the Mortgage Loan and Mortgaged Properties included in the Data File, we recomputed the Recomputed Attributes in the Data File using (i) the corresponding information contained in the Data File, and (ii) the Calculation Methodology. |
We found such information to be in agreement without exception.
We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants, which involves us performing the specific procedures agreed to and acknowledged above and reporting on findings based on performing those procedures. We were not engaged to, and did not, conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the specified attributes in the Data File. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported.
We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.
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The procedures performed were applied based on the information included in the Data File and Provided Information, without verification or evaluation of such information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the information provided to us by the Company, (ii) the physical existence of the Mortgage Loan and related Mortgaged Properties, (iii) the reliability or accuracy of the Provided Information which was used in our procedures, or (iv) matters of legal interpretation.
The procedures performed were not intended to address, nor did they address: (i) the conformity of the origination of the Mortgage Loan to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing the Mortgage Loan being securitized, (iii) the compliance of the originator of the Mortgage Loan with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Mortgage Loan and related Mortgaged Properties that would be material to the likelihood that the issuer of the Certificates will pay interest and principal in accordance with applicable terms and conditions. The procedures performed were not intended to satisfy any criteria for due diligence published by the nationally recognized statistical rating organizations (“NRSROs”).
The terms of our engagement are such that we have no responsibility to update this report because of events and circumstances that may subsequently occur.
This report is intended solely for the information and use of the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors or the NRSROs, who are not identified in the report as the Specified Parties but may have access to this report as required by law or regulation.
/s/ KPMG LLP
McLean, Virginia
June 30, 2025
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ATTACHMENT A
COMPARED ATTRIBUTES
| Attribute | Source Document(s) |
| Property Number | Provided by the Company |
| Property Name | Provided by the Company |
| Property ID | Provided by the Company |
| Property Count | Provided by the Company |
| Street Address | Appraisal Report |
| City | Appraisal Report |
| State | Appraisal Report |
| Zip Code | Appraisal Report |
| Market | Underwriting File |
| Property Type | Appraisal Report |
| Property Subtype | Appraisal Report |
| Year Built | Underwriting File |
| Year Renovated | Appraisal Report, Engineering Report |
| Square Footage (SF) | Underwriting File |
| % Office | Underwriting File |
| Clear Ceiling Height (ft) | Underwriting File |
| Dock High Doors (Count) | Underwriting File |
| Cut-Off Date Allocated Mortgage Loan Amount | Provided by the Company |
| Mezzanine Debt Cut-Off Date Principal Balance | Provided by the Company |
| Borrower | Draft Loan Agreement, Draft Promissory Note |
| Note Date | Provided by the Company |
| First Payment Date | Provided by the Company |
| Maturity Date or Anticipated Repayment Date | Provided by the Company |
| Mortgage Rate Index | Draft Loan Agreement |
A-1
| Attribute | Source Document(s) |
| Assumed SOFR | Provided by the Company |
| Assumed SOFR at Cap | Provided by the Company |
| Assumed Spread | Provided by the Company |
| Trustee/Certificate Administrator Fee Rate | Provided by the Company |
| Servicing Fee Rate | Provided by the Company |
| Operating Advisor Fee Rate | Provided by the Company |
| CREFC Fee Rate | Provided by the Company |
| Interest Accrual Basis | Draft Loan Agreement |
| Prepayment Restriction Code | Draft Loan Agreement |
| Partial Release and/or Partial Prepayment | Draft Loan Agreement |
| Partial Release and/or Prepayment Description | Draft Loan Agreement |
| Most Recent Occupancy (%) | Underwriting File |
| Occupancy Date | Underwriting File |
| Appraised Value | Appraisal Report |
| Appraisal Type | Appraisal Report |
| Date of Appraisal (Valuation Date) | Appraisal Report |
| Appraisal Cap Rate | Appraisal Report |
| Appraisal Firm | Appraisal Report |
| Type of Lockbox | Draft Loan Agreement |
| Phase I Date | Phase I Environmental Report |
| Phase II Date | Phase II Environmental Report |
| Engineering Report Date | Engineering Report |
| Seismic Firm | Seismic Report |
| Seismic Report Date | Seismic Report |
| Seismic Zone | Seismic Report |
| Seismic PML% | Seismic Report |
A-2
| Attribute | Source Document(s) |
| Underwritten In-Place Effective Gross Income | Underwriting File |
| Underwritten In-Place Total Expense | Underwriting File |
| Underwritten In-Place NOI | Underwriting File |
| Underwritten In-Place Replacement Reserves | Underwriting File |
| Underwritten In-Place TI/LC | Underwriting File |
| Underwritten In-Place NCF | Underwriting File |
| Underwritten In-Place Economic Occupancy |
Underwriting File |
| Tenant Name 1 | Underwriting File |
| SF1 | Underwriting File |
| UW Base Rent 1 | Underwriting File |
| Tenant Lease Expiration Date 1 | Underwriting File |
| Tenant Name 2 | Underwriting File |
| SF2 | Underwriting File |
| UW Base Rent 2 | Underwriting File |
| Tenant Lease Expiration Date 2 | Underwriting File |
| Tenant Name 3 | Underwriting File |
| SF3 | Underwriting File |
| UW Base Rent 3 | Underwriting File |
| Tenant Lease Expiration Date 3 | Underwriting File |
A-3
ATTACHMENT B
RECOMPUTED ATTRIBUTES
Attribute |
Calculation Methodology |
| Percentage of Cut-Off Date Mortgage Loan Balance | Cut-Off Date Allocated Mortgage Loan Amount divided by the aggregate sum of the individual Cut-Off Date Allocated Mortgage Loan Amount |
| Office SF | Square Footage (SF) multiplied by % Office |
| % Industrial | 1 minus % Office |
| Industrial SF | Square Footage (SF) multiplied by % Industrial |
| Cut-Off Date Allocated Mortgage Loan Amount Per Square Foot | Cut-Off Date Allocated Mortgage Loan Amount divided by Square Footage (SF) |
| Total Debt Cut-Off Date Balance | Sum of i) Cut-Off Date Allocated Mortgage Loan Amount and ii) Mezzanine Debt Cut-Off Date Principal Balance |
| Cut-Off Date Total Debt Amount Per Square Foot | Total Debt Cut-Off Date Balance divided by Square Footage (SF) |
| Assumed Mortgage Rate | Sum of i) Assumed SOFR and ii) Assumed Spread |
| Assumed Mezzanine Loan Rate | Sum of i) Assumed SOFR and ii) Assumed Mezzanine Loan Spread |
| Appraised Value per SF ($) | Appraised Value divided by Square Footage (SF) |
| As-Is LTV | Cut-Off Date Allocated Mortgage Loan Amount divided by Appraised Value |
| Total Debt Closing Date LTV | Total Debt Cut-Off Date Balance divided by Appraised Value |
| Cut-Off Date UW NCF DSCR | Underwritten In-Place NCF divided by the product of i) 365/360, ii) Cut-Off Date Allocated Mortgage Loan Amount, and iii) Assumed Mortgage Rate |
B-1
Attribute |
Calculation Methodology |
| Total Debt UW NCF DSCR | Underwritten In-Place NCF divided by the sum of (A) the product of i) 365/360, ii) Cut-Off Date Allocated Mortgage Loan Amount, and iii) Assumed Mortgage Rate and (B) the product of i) 365/360, ii) Mezzanine Debt Cut-Off Date Principal Balance, and iii) Assumed Mezzanine Loan Rate |
| Cut-Off Date UW NOI Debt Yield | Underwritten In-Place NOI divided by Cut-Off Date Allocated Mortgage Loan Amount |
| Cut-Off Date UW NCF Debt Yield | Underwritten In-Place NCF divided by Cut-Off Date Allocated Mortgage Loan Amount |
| Total Debt UW NOI Debt Yield | Underwritten In-Place NOI divided by Total Debt Cut-Off Date Balance |
| Total Debt UW NCF Debt Yield | Underwritten In-Place NCF divided by Total Debt Cut-Off Date Balance |
| Space Pct 1 | SF1 divided by the Square Footage (SF) |
| Space Pct 2 | SF2 divided by the Square Footage (SF) |
| Space Pct 3 | SF3 divided by the Square Footage (SF) |
B-2