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 2025-1918 – Data File Procedures
We have performed the procedures described below on the specified attributes in an electronic data file entitled “WFCM 2025-1918 – Accounting Tape.xlsx” provided by the Company on August 8, 2025 (the “Data File”), containing information on one mortgage loan (the “Mortgage Loan”) and one related mortgaged property (the “Mortgaged Property”) as of August 18, 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 2025-1918, Commercial Mortgage Pass-Through Certificates, Series 2025-1918 (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 “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, 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 Property 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 Property 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.
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)
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the physical existence of the Mortgage Loan and related Mortgaged Property, (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 Property 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
August 8, 2025
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ATTACHMENT A
COMPARED ATTRIBUTES
Attribute | Source Document(s) |
Loan Number | Provided by the Company |
Mortgage Loan Originators | Draft Loan Agreement |
Trust Loan Sellers | Provided by the Company |
Property Name | Provided by the Company |
Property Address | Appraisal Report |
Property City | Appraisal Report |
Property State | Appraisal Report |
Property Zip Code | Appraisal Report |
Year Built | Appraisal Report |
Year Renovated | Appraisal Report |
General Property Type | Appraisal Report |
No. of Units | Underwriting File |
Unit of Measure | Underwriting File |
Occupancy % | Underwriting File |
Occupancy % Source Date | Underwriting File |
Loan Purpose (Acquisition, Refinance, Finance) | Provided by the Company |
Borrower Name | Draft Loan Agreement |
Borrower Sponsor | Draft Loan Agreement, Draft Guaranty |
Recourse Carveout Guarantor | Draft Loan Agreement, Draft Guaranty |
Property Manager | Draft Loan Agreement, Draft Management Agreement |
Note Date | Provided by the Company |
First Payment Date | Provided by the Company |
Maturity Date | Provided by the Company |
Rate Type | Draft Loan Agreement |
Interest Accrual Basis | Draft Loan Agreement |
Interest Rate Change Amount | Draft Loan Agreement |
A-1 |
ATTACHMENT A
Attribute | Source Document(s) |
Mortgage Loan Interest Rate | Provided by the Company |
Trustee/Certificate Administrator Fee Rate | Provided by the Company |
Servicing Fee Rate | Provided by the Company |
EU Risk Retention Reporting Fee | Provided by the Company |
CREFC Fee Rate | Provided by the Company |
Interest Rate Change Trigger | Draft Loan Agreement |
Trust Notes Original Principal Balance | Draft Loan Agreement |
Trust Notes Cut-Off Date Balance | Draft Loan Agreement |
Trust Notes Balloon Payment | Draft Loan Agreement |
Partial Release and/or Partial Prepayment (Y/N) | Draft Loan Agreement |
Prepayment Restriction Code | Draft Loan Agreement |
Amortization Term (Original) | Draft Loan Agreement |
Extension Options Description | Draft Loan Agreement |
Loan Amortization Type | Draft Loan Agreement |
ARD Loan (Y/N) | Draft Loan Agreement |
Appraisal Firm | Appraisal Report |
As-Is Appraisal Valuation Date | Appraisal Report |
As-Is Appraised Value | Appraisal Report |
UW DSCRs Adjusted (Y/N) | Provided by the Company |
UW DSCR Adjustment Amount | Provided by the Company |
UW DYs Adjusted (Y/N) | Provided by the Company |
UW DY Adjustment Amount | Provided by the Company |
UW Revenues | Underwriting File |
UW Expenses | Underwriting File |
UW NOI | Underwriting File |
UW Capital Expenditures | Underwriting File |
UW NCF | Underwriting File |
A-2 |
ATTACHMENT A
Attribute | Source Document(s) |
Affiliated Sponsor (Y/N) | Provided by the Company |
Lien Position | Provided by the Company |
Title Vesting (Fee/Leasehold/Both) | Provided by the Company |
Ground Lease Initial Expiration Date | Provided by the Company |
Type of Lockbox | Draft Loan Agreement |
Engineering Escrow/Deferred Maintenance | Draft Loan Agreement |
Environmental Escrow | Draft Loan Agreement |
Springing Environmental Escrow Description | Draft Loan Agreement |
Tax Escrow (Initial) | Draft Loan Agreement |
Tax Escrow (Monthly) | Draft Loan Agreement |
Springing Tax Escrow Description | Draft Loan Agreement |
Insurance Escrow (Initial) | Draft Loan Agreement |
Insurance Escrow (Monthly) | Draft Loan Agreement |
Springing Insurance Escrow Description | Draft Loan Agreement |
CapEx Reserve (Initial) | Draft Loan Agreement |
CapEx Reserve (Monthly) | Draft Loan Agreement |
CapEx Reserve Description | Draft Loan Agreement |
TI/LC Reserve (Initial) | Draft Loan Agreement |
TI/LC Reserve (Monthly) | Draft Loan Agreement |
TI/LC Reserve Description | Draft Loan Agreement |
Other Escrow I Reserve Description | Draft Loan Agreement |
Other Escrow I (Initial) | Draft Loan Agreement |
Other Escrow I (Monthly) | Draft Loan Agreement |
Other Escrow II Reserve Description | Draft Loan Agreement |
Other Escrow II (Initial) | Draft Loan Agreement |
Other Escrow II (Monthly) | Draft Loan Agreement |
Pari Passu Debt (Y/N) | Draft Loan Agreement |
Total Debt Principal Balance | Draft Loan Agreement |
A-3 |
ATTACHMENT A
Attribute | Source Document(s) |
Total Debt Cut-Off Date Balance | Draft Loan Agreement |
Future Secured Debt Permitted (Y/N) | Draft Loan Agreement |
Future Mezzanine Debt Permitted (Y/N) | Draft Loan Agreement |
Future Unsecured Debt Permitted (Y/N) | Draft Loan Agreement |
Environmental Phase I Report Date | Environmental Report |
Phase II Performed | Environmental Report |
Engineering Report Firm | Engineering Report |
Engineering Report Date | Engineering Report |
Seismic Report Date | Engineering Report |
Seismic PML % | Engineering Report |
Seismic Insurance Required and Obtained if PML >= 20% (Y/N) |
Engineering Report |
Single-Tenant (Y/N) | Underwriting File |
Largest Tenant Name | Underwriting File, Lease, Lease Abstract |
Largest Tenant SqFt | Underwriting File, Lease, Lease Abstract |
Largest Tenant Exp. Date | Underwriting File, Lease, Lease Abstract |
Second Largest Tenant Name | Underwriting File, Lease, Lease Abstract |
Second Largest Tenant SqFt | Underwriting File, Lease, Lease Abstract |
Second Largest Tenant Exp. Date | Underwriting File, Lease, Lease Abstract |
Third Largest Tenant Name | Underwriting File, Lease, Lease Abstract |
Third Largest Tenant SqFt | Underwriting File, Lease, Lease Abstract |
Third Largest Tenant Exp. Date | Underwriting File, Lease, Lease Abstract |
A-4 |
ATTACHMENT B
RECOMPUTED ATTRIBUTES
Attribute | Calculation Methodology |
Monthly Debt Service Amount | Product of i) Trust Notes Cut-Off Date Balance and ii) Mortgage Loan Interest Rate, divided by 12 |
Amortization Term (Remaining) | Set to IO if Amortization Term (Original) equal to IO. Otherwise, Amortization Term (Original) minus Seasoning (months) |
Loan Term (Original) (months) | Number of payments between and including First Payment Date and Maturity Date |
Loan Term (Remaining) (months) | Loan Term (Original) (months) minus Seasoning (months) |
IO Period (months) | Equal to Loan Term (Original) (months) if Amortization Term (Original) is equal to IO. Otherwise, number of interest-only payments between First Payment Date and Maturity Date as sourced from the Draft Loan Agreement |
Seasoning (months) | Number of payments between and including the First Payment Date and the Cut-off Date, subject to a minimum of zero |
Total Debt Cut-Off Date LTV Ratio | Total Debt Cut-Off Date Balance divided by As-Is Appraised Value |
Total Debt LTV Ratio at Maturity | Total Debt Principal Balance divided by As-Is Appraised Value |
Total Debt UW NCF DSCR | UW NCF divided by product of i) Total Debt Cut-Off Date Balance and ii) Mortgage Loan Interest Rate |
Total Debt Cut-Off Date UW NOI Debt Yield | UW NOI divided by Total Debt Cut-Off Date Balance |
Total Debt Cut-Off Date UW NCF Debt Yield | UW NCF divided by Total Debt Cut-Off Date Balance |
Mortgage Loan Cut-Off Date LTV Ratio | Trust Notes Cut-Off Date Balance divided by As-Is Appraised Value |
Mortgage Loan LTV Ratio at Maturity | Trust Notes Balloon Payment divided by As-Is Appraised Value |
Mortgage Loan UW NCF DSCR | UW NCF divided by product of i) Trust Notes Cut-Off Date Balance and ii) Mortgage Loan Interest Rate |
Mortgage Loan Cut-Off Date UW NOI Debt Yield | UW NOI divided by Trust Notes Cut-Off Date Balance |
Mortgage Loan Cut-Off Date UW NCF Debt Yield | UW NCF divided by Trust Notes Cut-Off Date Balance |
B-1 |