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-HI – Data File Procedures
We have performed the procedures described below on the specified attributes in an electronic data file entitled “KSL Hawaii 2-Pack Securitization Tape.xlsx” provided by the Company on September 2, 2025 (the “Data File”), containing information on one mortgage loan (the “Mortgage Loan”) and two related properties (the “Properties”) as of September 12, 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-HI, Commercial Mortgage Pass- Through Certificates, Series 2025-HI (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. |
| 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. |
| · | 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 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 “Assumed SOFR” means the rate of 4.3500% which we were instructed to use by the Company where applicable in the Calculation Methodology. |
| · | The term “Provided Information” means the Cut-off Date, Loan Files, Calculation Methodology and Assumed SOFR. |
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 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. |
| b. | For the Mortgage Loan and 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.
| 2 |
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 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 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
September 2, 2025
| 3 |
ATTACHMENT A
COMPARED ATTRIBUTES
| Attribute | Source Document(s) |
| Property No. | Provided by the Company |
| Property Name | Provided by the Company |
| Street Address | Appraisal Report |
| City | Appraisal Report |
| State | Appraisal Report |
| Zip Code | Appraisal Report |
| Property Type | Appraisal Report |
| Property Sub-Type | Appraisal Report |
| Year Opened | Appraisal Report |
| Renovation Year | Appraisal Report |
| Units | Rent Roll |
| Unit Type | Rent Roll |
| Cut-Off Date Mortgage Loan Amount | Provided by the Company |
| Mezzanine Debt Cut-Off Date Principal Balance (1) | Provided by the Company |
| As-is Appraised Value | Appraisal Report |
| As-Stabilized Appraised Value | Appraisal Report |
| As-is Appraisal Date | Appraisal Report |
| As-Stabilized Appraisal Date | Appraisal Report |
| Borrower Name | Draft Loan Agreement |
| Borrower Sponsor | Draft Loan Agreement |
| Note Date | Provided by the Company |
| First Payment Date | Provided by the Company |
| Existing Unsecured Debt (Y/N) | Draft Loan Agreement |
| Unsecured Debt Cut-Off Date Principal Balance | Draft Loan Agreement |
| Future Secured Debt Permitted (Y/N) | Draft Loan Agreement |
| A-1 |
ATTACHMENT A
| Attribute | Source Document(s) |
| Future Mezzanine Debt Permitted (Y/N) | Draft Loan Agreement |
| Future Unsecured Debt Permitted (Y/N) | Draft Loan Agreement |
| Cut-Off Date Total Debt Amount | Provided by the Company |
| Initial Maturity Date or Anticipated Repayment Date | Provided by the Company |
| Fully Extended Maturity Date or Anticipated Repayment Date | Provided by the Company |
| Rate Type | Draft Loan Agreement |
| Mortgage Rate Index | Draft Loan Agreement |
| Assumed Mortgage Loan Spread | Provided by the Company |
| Assumed Mezzanine Loan Rate | Provided by the Company |
| Assumed SOFR Cap | Provided by the Company |
| Rate Cap Provider | Provided by the Company |
| Rate Cap Strike Price Description | Draft Loan Agreement |
| Index Floor % | Draft Loan Agreement |
| Certificate Administrator Fee Rate | Provided by the Company |
| Operating Advisor Fee Rate | Provided by the Company |
| Servicing Fee Rate | Provided by the Company |
| CREFC Fee Rate | Provided by the Company |
| Interest Accrual Basis | Draft Loan Agreement |
| Partial Release and/or Partial Prepayment (Y/N) | Draft Loan Agreement |
| Prepayment Restriction Code | Provided by the Company |
| Amortization Term (Original) | Draft Loan Agreement |
| Extension Options Description | Draft Loan Agreement |
| IO Period | Provided by the Company |
| Loan Amortization Type | Draft Loan Agreement |
| Type of Lockbox | Draft Cash Management Agreement |
| Phase I Date | Phase I Environmental Report |
| A-2 |
ATTACHMENT A
| Attribute | Source Document(s) |
| Phase II Recommended | Phase I Environmental Report |
| Engineering Report Date | Engineering Report |
| Ownership Interest | Provided by the Company |
| 2019 Occupancy | Underwriting File |
| 2020 Occupancy | Underwriting File |
| 2021 Occupancy | Underwriting File |
| 2022 Occupancy | Underwriting File |
| 2023 Occupancy | Underwriting File |
| 2024 Occupancy | Underwriting File |
| TTM Jun 2025 Occupancy | Underwriting File |
| 2019 Average Daily Room Rate ($) | Underwriting File |
| 2020 Average Daily Room Rate ($) | Underwriting File |
| 2021 Average Daily Room Rate ($) | Underwriting File |
| 2022 Average Daily Room Rate ($) | Underwriting File |
| 2023 Average Daily Room Rate ($) | Underwriting File |
| 2024 Average Daily Room Rate ($) | Underwriting File |
| TTM Jun 2025 Average Daily Room Rate ($) | Underwriting File |
| 2019 RevPAR ($) | Underwriting File |
| 2020 RevPAR ($) | Underwriting File |
| 2021 RevPAR ($) | Underwriting File |
| 2022 RevPAR ($) | Underwriting File |
| 2023 RevPAR ($) | Underwriting File |
| 2024 RevPAR ($) | Underwriting File |
| TTM Jun 2025 RevPAR ($) | Underwriting File |
| 2019 Rooms Revenue ($) | Underwriting File |
| 2020 Rooms Revenue ($) | Underwriting File |
| 2021 Rooms Revenue ($) | Underwriting File |
| A-3 |
ATTACHMENT A
| Attribute | Source Document(s) |
| 2022 Rooms Revenue ($) | Underwriting File |
| 2023 Rooms Revenue ($) | Underwriting File |
| 2024 Rooms Revenue ($) | Underwriting File |
| TTM Jun 2025 Rooms Revenue ($) | Underwriting File |
| 2019 Total Revenue ($) | Underwriting File |
| 2020 Total Revenue ($) | Underwriting File |
| 2021 Total Revenue ($) | Underwriting File |
| 2022 Total Revenue ($) | Underwriting File |
| 2023 Total Revenue ($) | Underwriting File |
| 2024 Total Revenue ($) | Underwriting File |
| TTM Jun 2025 Total Revenue ($) | Underwriting File |
| 2019 Total Expenses ($) | Underwriting File |
| 2020 Total Expenses ($) | Underwriting File |
| 2021 Total Expenses ($) | Underwriting File |
| 2022Total Expenses ($) | Underwriting File |
| 2023Total Expenses ($) | Underwriting File |
| 2024 Total Expenses ($) | Underwriting File |
| TTM Jun 2025 Total Expenses ($) | Underwriting File |
| 2019 NOI ($) | Underwriting File |
| 2020 NOI ($) | Underwriting File |
| 2021 NOI ($) | Underwriting File |
| 2022 NOI ($) | Underwriting File |
| 2023 NOI ($) | Underwriting File |
| 2024 NOI ($) | Underwriting File |
| TTM Jun 2025 NOI ($) | Underwriting File |
| 2019 NCF ($) | Underwriting File |
| 2020 NCF ($) | Underwriting File |
| A-4 |
ATTACHMENT A
| Attribute | Source Document(s) |
| 2021 NCF ($) | Underwriting File |
| 2022 NCF ($) | Underwriting File |
| 2023 NCF ($) | Underwriting File |
| 2024 NCF ($) | Underwriting File |
| TTM Jun 2025 NCF ($) | Underwriting File |
| Underwritten Occupancy | Underwriting File |
| Underwritten Average Daily Room Rate ($) | Underwriting File |
| Underwritten RevPAR ($) | Underwriting File |
| Underwritten Revenues ($) | Underwriting File |
| Underwritten Expenses ($) | Underwriting File |
| Underwritten NOI ($) | Underwriting File |
| Underwritten NCF ($) | Underwriting File |
| A-5 |
ATTACHMENT B
RECOMPUTED ATTRIBUTES
| Attribute | Calculation Methodology |
| % of Cut-Off Date Allocated Loan Amount | Cut-Off Date Mortgage Loan Amount for each individual property divided by the aggregate of the total Cut-Off Date Mortgage Loan Amount |
| Cut-Off Date Allocated Loan Amount per Key | Cut-Off Date Mortgage Loan Amount divided by Units |
| Mortgage Loan Interest Rate | Assumed SOFR plus Assumed Mortgage Loan Spread |
| Mortgage Loan Interest Rate at Cap | Assumed SOFR Cap plus Assumed Mortgage Loan Spread |
| Amortization Term (Remaining) |
Amortization Term (Original) minus Seasoning, or if Amortization Term (Original) is “NAP,” show “NAP” |
| Loan Term (Original) | Number of monthly payments between and including the First Payment Date and Initial Maturity Date or Anticipated Repayment Date |
| Loan Term (Remaining) | Loan Term (Original) minus Seasoning |
| Seasoning | Number of payments between and including the First Payment Date and the Cut-off Date, subject to a minimum of 0 |
| Mortgage Loan Cut-Off Date LTV Ratio | Cut-Off Date Mortgage Loan Amount divided by As-is Appraised Value |
| Total Debt Cut-Off Date LTV Ratio | Cut-Off Date Total Debt Amount divided by As-is Appraised Value |
| Mortgage Loan UW NCF DSCR | Underwritten NCF ($) divided by the product of (i) Cut-Off Date Mortgage Loan Amount, (ii) Mortgage Loan Interest Rate, and (iii) 365/360 |
| Total Debt UW NCF DSCR |
Underwritten NCF ($) divided by the sum of (a) the product of (i) Cut-Off Date Mortgage Loan Amount, (ii) Mortgage Loan Interest Rate, and (iii) 365/360 and (b) the product of (i) Mezzanine Debt Cut-Off Date Principal Balance (1), (ii) Assumed Mezzanine Loan Rate, and (iii) 365/360 |
| Mortgage Loan UW NCF DSCR at Cap | Underwritten NCF ($) divided by the product of (i) Cut-Off Date Mortgage Loan Amount, (ii) Mortgage Loan Interest Rate at Cap and (iii) 365/360 |
| Total Debt UW NCF DSCR at Cap |
Underwritten NCF ($) divided by the sum of (a) the product of (i) Cut-Off Date Mortgage Loan Amount, (ii) Mortgage Loan Interest Rate at Cap, and (iii) 365/360 and (b) the product of (i) Mezzanine Debt Cut-Off Date Principal Balance (1), (ii) Assumed |
| B-1 |
ATTACHMENT B
| Attribute | Calculation Methodology |
| Mezzanine Loan Rate plus the difference between Assumed SOFR Cap and Assumed SOFR, and (iii) 365/360 | |
| Mortgage Loan Cut-Off Date UW NOI Debt Yield | Underwritten NOI ($) divided by Cut-Off Date Mortgage Loan Amount |
| Mortgage Loan Cut-Off Date UW NCF Debt Yield | Underwritten NCF ($) divided by Cut-Off Date Mortgage Loan Amount |
| Total Debt Cut-Off Date UW NCF Debt Yield | Underwritten NCF ($) divided by Cut-Off Date Total Debt Amount |
| B-2 |