FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-282099-11

   

 

 

 

 

Free Writing Prospectus

Structural and Collateral Term Sheet

$766,163,165

(Approximate Initial Pool Balance)

$672,308,000

(Approximate Aggregate Certificate Balance of Offered Certificates)

Wells Fargo Commercial Mortgage Trust 2026-5C8

as Issuing Entity

Wells Fargo Commercial Mortgage Securities, Inc.

as Depositor

Wells Fargo Bank, National Association

Argentic Real Estate Finance 2 LLC

Citi Real Estate Funding Inc.

JPMorgan Chase Bank, National Association

Goldman Sachs Mortgage Company

Greystone Commercial Mortgage Capital LLC

as Sponsors and Mortgage Loan Sellers

Commercial Mortgage Pass-Through Certificates
Series 2026-5C8

February 11, 2026

Wells Fargo Securities Citigroup Goldman Sachs & Co. LLC J.P. Morgan

Co-Lead Manager and

Joint Bookrunner

Co-Lead Manager and

Joint Bookrunner

Co-Lead Manager and

Joint Bookrunner

Co-Lead Manager and

Joint Bookrunner

Academy Securities

Co-Manager

Drexel Hamilton

Co-Manager

Siebert Williams Shank

Co-Manager

   

 

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-282099) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any underwriter, or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8 a.m. – 5 p.m. Eastern Time) or by emailing wfs.cmbs@wellsfargo.com.

Nothing in this document constitutes an offer of securities for sale in any jurisdiction where the offer or sale is not permitted. The information contained herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities. These materials are subject to change, completion, supplement or amendment from time to time.

This free writing prospectus has been prepared by the underwriters for information purposes only and does not constitute, in whole or in part, a prospectus for the purposes of (i) Regulation (EU) 2017/1129 (as amended), (ii) such Regulation as it forms part of UK domestic law, or (iii) Part VI of the UK Financial Services and Markets Act 2000, as amended; and does not constitute an offering document for any other purpose.

STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES, PRICING ESTIMATES AND OTHER INFORMATION

The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Academy Securities, Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any of their respective affiliates, make any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. The information in this presentation is based upon management forecasts and reflects prevailing conditions and management’s views as of this date, all of which are subject to change. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Mortgage Loan Sellers or which was otherwise reviewed by us.

This free writing prospectus contains certain forward-looking statements. If and when included in this free writing prospectus, the words “expects”, “intends”, “anticipates”, “estimates” and analogous expressions and all statements that are not historical facts, including statements about our beliefs or expectations, are intended to identify forward-looking statements. Any forward-looking statements are made subject to risks and uncertainties which could cause actual results to differ materially from those stated. Those risks and uncertainties include, among other things, declines in general economic and business conditions, increased competition, changes in demographics, changes in political and social conditions, regulatory initiatives and changes in customer preferences, many of which are beyond our control and the control of any other person or entity related to this offering. The forward-looking statements made in this free writing prospectus are made as of the date stated on the cover. We have no obligation to update or revise any forward-looking statement.

Wells Fargo Securities is the trade name for the capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including but not limited to Wells Fargo Securities, LLC, a member of NYSE, FINRA, NFA and SIPC, Wells Fargo Prime Services, LLC, a member of FINRA, NFA and SIPC, and Wells Fargo Bank, N.A. Wells Fargo Securities, LLC and Wells Fargo Prime Services, LLC are distinct entities from affiliated banks and thrifts.

J.P. Morgan is the marketing name for the investment banking businesses of JPMorgan Chase & Co. and its subsidiaries worldwide. Securities, syndicated loan arranging, financial advisory and other investment banking activities are performed by JPMS and its securities affiliates, and lending, derivatives and other commercial banking activities are performed by JPMorgan Chase Bank, National Association and its banking affiliates. JPMS is a member of SIPC and the NYSE.

IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES

The information herein is preliminary and may be supplemented or amended prior to the time of sale. In addition, the Offered Certificates referred to in these materials and the asset pool backing them are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.

The underwriters described in these materials may from time to time perform investment banking services for, or solicit investment banking business from, any company named in these materials. The underwriters and/or their affiliates or respective employees may from time to time have a long or short position in any security or contract discussed in these materials.

The information contained herein supersedes any previous such information delivered to any prospective investor and will be superseded by information delivered to such prospective investor prior to the time of sale.

IMPORTANT NOTICE RELATING TO AUTOMATICALLY-GENERATED EMAIL DISCLAIMERS

Any legends, disclaimers or other notices that may appear at the bottom of any email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) any representation that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another system.

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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Wells Fargo Commercial Mortgage Trust 2026-5C8 Transaction Highlights

 

I.       Certificate Structure

Class Expected Ratings
(Fitch/Morningstar DBRS/S&P)(1)
Approximate Initial Certificate Balance or Notional Amount(2)

Approximate

Initial Available Certificate Balance or Notional Amount(2)

Approximate Initial Retained  Certificate Balance or Notional Amount(2)(3) Approx. Initial Credit Support(4) Pass-Through Rate Description Weighted Average Life (Years)(5) Expected Principal Window(5) Certificate Principal to Value Ratio(6) Certificate Principal U/W NOI Debt Yield(7)
Offered Certificates
A-1 AAAsf/AAA(sf)/AAA(sf) $262,000 $255,000 $7,000 30.000% (8) 2.45 04/26-10/30 41.6% 17.9%
A-2 AAAsf/AAA(sf)/AAA(sf) (9)                  (9)                 (9)                30.000% (8) (9) (9) 41.6% 17.9%
A-3 AAAsf/AAA(sf)/AAA(sf) (9)                  (9)                 (9)                30.000% (8) (9) (9) 41.6% 17.9%
X-A AAAsf/AAA(sf)/AAA(sf) $536,314,000(10) $523,951,000(10) $12,363,000(10) N/A Variable(11) N/A N/A N/A N/A
X-B AA-sf/AA(sf)/NR $135,994,000(12) $132,859,000(12) $3,135,000(12) N/A Variable(13) N/A N/A N/A N/A
A-S AAAsf/AAA(sf)/A+(sf) $65,124,000 $63,622,000 $1,502,000 21.500% (8) 4.94 02/31-02/31 46.6% 16.0%
B AA-sf/AAA(sf)/NR $40,223,000 $39,295,000 $928,000 16.250% (8) 4.94 02/31-02/31 49.8% 15.0%
C A-sf/AA(low)(sf)/NR $30,647,000 $29,940,000 $707,000 12.250% (8) 4.94 02/31-02/31 52.1% 14.3%
Non-Offered Certificates
X-D BBB-sf/A(low)(sf)/NR $29,688,000(14) $29,003,000(14) $685,000(14) N/A Variable(15) N/A N/A N/A N/A
X-E BB-sf/BBB(sf)/NR $18,197,000(16) $17,777,000(16) $420,000(16) N/A Variable(17) N/A N/A N/A N/A
D BBB-sf/BBB(high)(sf)/NR $29,688,000 $29,003,000 $685,000 8.375% (8) 4.94 02/31-02/31 54.4% 13.7%
E BB-sf/BBB(low)(sf)/NR $18,197,000 $17,777,000 $420,000 6.000% (8) 4.94 02/31-02/31 55.9% 13.3%
F-RR B-sf/BB(sf)/NR $13,408,000 $13,098,000 $310,000 4.250% (8) 4.94 02/31-02/31 56.9% 13.1%
G-RR NR/NR/NR $32,562,164 $31,811,164 $751,000 0.000% (8) 4.99 02/31-03/31 59.4% 12.5%
Notes:

(1) The expected ratings presented are those of Fitch Ratings, Inc. (“Fitch”), DBRS, Inc. dba Morningstar DBRS (“Morningstar DBRS”) and S&P Global Ratings (“S&P”), which the depositor hired to rate the Offered Certificates. One or more other nationally recognized statistical rating organizations that were not hired by the depositor may use information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise, to rate or provide market reports and/or published commentary related to the Offered Certificates. We cannot assure you as to what ratings a non-hired nationally recognized statistical rating organization would assign or that its reports will not express differing, possibly negative, views of the mortgage loans and/or the Offered Certificates.  The ratings of each Class of Offered Certificates address the likelihood of the timely distribution of interest and, except in the case of the Class X-A and X-B Certificates, the ultimate distribution of principal due on those Classes on or before the Rated Final Distribution Date.  See “Risk Factors—Other Risks Relating to the Certificates—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded” and “Ratings” in the Preliminary Prospectus, expected to be dated February 11, 2026 (the “Preliminary Prospectus”). Fitch, Morningstar DBRS and S&P have informed us that the “sf” designation in their ratings represents an identifier for structured finance product ratings.
(2) The Certificate Balances and Notional Amounts set forth in the table are approximate. The actual initial Certificate Balances and Notional Amounts may be larger or smaller in connection with any variation in the Certificate Balance of the VRR Interest and/or the Horizontal Risk Retention Certificates following the calculation of the actual fair value of all of the ABS interests (as such term is defined in the Credit Risk Retention Rules) issued by the issuing entity, as described under “Credit Risk Retention” in the Preliminary Prospectus. The actual initial Certificate Balances and Notional Amounts also depend on the initial pool balance of the mortgage loans definitively included in the pool of mortgage loans, which aggregate cut-off date balance may be as much as 5% larger or smaller than the amount presented in the Preliminary Prospectus. In addition, the Notional Amounts of the Class X-A, X-B, X-D and X-E Certificates may vary depending upon the final pricing of the Classes of Principal Balance Certificates (as defined below) and, if, as a result of such pricing, the pass-through rate of any of the Class X-A, X-B, X-D and X-E Certificates, as applicable, would be equal to zero at all times, such Class of Certificates may not be issued on the closing date of this securitization.
(3) On the closing date, the Certificates with the initial Certificate Balances or Notional Amounts, as applicable, set forth in the table above under “Approximate Initial Retained Certificate Balance or Notional Amount” (such Certificates, collectively the “VRR Interest”) are expected to be purchased for cash from the underwriters by a majority-owned affiliate of Argentic Real Estate Finance 2 LLC (a sponsor and affiliate of the special servicer), as the “retaining sponsor” (as such term is defined in the Credit Risk Retention Rules), as further described in “Credit Risk Retention” in the Preliminary Prospectus.
(4) The approximate initial credit support with respect to the Class A-1, A-2 and A-3 Certificates represents the approximate credit enhancement for the Class A-1, A-2 and A-3 Certificates in the aggregate.
(5) Weighted Average Lives and Expected Principal Windows are calculated based on an assumed prepayment rate of 0% CPR and the “Structuring Assumptions” described under “Yield and Maturity Considerations—Weighted Average Life” in the Preliminary Prospectus.
(6) The Certificate Principal to Value Ratio for each Class of Certificates (other than the Class A-1, A-2 and A-3 Certificates) is calculated as the product of (a) the weighted average Cut-off Date LTV Ratio for the mortgage loans and (b) a fraction, the numerator of which is the total initial Certificate Balance of such Class of Certificates and all Classes of Principal Balance Certificates senior to such Class of Certificates and the denominator of which is the total initial Certificate Balance of all of the Classes of Principal Balance Certificates. The Certificate Principal to Value Ratio for each of the Class A-1, A-2 and A-3 Certificates is calculated in the aggregate for those Classes as if they were a single Class and is calculated as the product of (a) the weighted average Cut-off Date LTV Ratio for the mortgage loans and (b) a fraction, the numerator of which is the total initial Certificate Balance of such Classes of Certificates and the denominator of which is the total initial Certificate Balance of all of the Classes of Principal Balance Certificates.  In any event, however, excess mortgaged property value associated with a mortgage loan will not be available to offset losses on any other mortgage loan.
(7) The Certificate Principal U/W NOI Debt Yield for each Class of Certificates (other than the Class A-1, A-2 and A-3 Certificates) is calculated as the product of (a) the weighted average U/W NOI Debt Yield for the mortgage loans and (b) a fraction, the numerator of which is the total initial Certificate Balance of all of the Classes of Principal Balance Certificates and the denominator of which is the total initial Certificate Balance of such Class of Certificates and all Classes of Principal Balance Certificates senior to such Class of Certificates. The Certificate Principal U/W NOI Debt Yield for each of the Class A-1, A-2 and A-3 Certificates is calculated in the aggregate for those Classes as if they were a single Class and is calculated as the product of (a) the weighted average U/W NOI Debt Yield for the mortgage loans and (b) a fraction, the numerator of which is the total initial Certificate Balance of all of the Classes of Principal Balance Certificates and the denominator of which is the total initial Certificate Balance of such Classes of Certificates. In any event, however, cash flow from each mortgaged property supports only the related mortgage loan and will not be available to support any other mortgage loan.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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Wells Fargo Commercial Mortgage Trust 2026-5C8 Transaction Highlights

 

(8) The pass-through rates for the Class A-1, A-2, A-3, A-S, B, C, D, E, F-RR and G-RR Certificates (collectively, the “Principal Balance Certificates”) for any distribution date, in each case, will be one of the following: (i) a fixed rate per annum, (ii) a variable rate per annum equal to the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, (iii) a variable rate per annum equal to the lesser of (a) a fixed rate and (b) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date or (iv) a variable rate per annum equal to the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date minus a specified percentage. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
(9) The exact initial Certificate Balances of the Class A-2 and A-3 Certificates are unknown and will be determined based on the final pricing of the Certificates. However, the initial Certificate Balances, weighted average lives and principal windows of the Class A-2 and A-3 Certificates are expected to be within the applicable ranges reflected in the following chart. The aggregate initial Certificate Balance of the Class A-2 and A-3 Certificates is expected to be approximately $536,052,000 subject to a variance of plus or minus 5%. In the event that the Class A-3 Certificates are issued with the maximum certificate balance (i.e., with an initial certificate balance of $536,052,000), the Class A-2 Certificates will not be issued.   10/30-02/31 / 12/30-02/31
 

Class of Certificates

Expected Range of Approximate Initial
Certificate Balance

Expected Range of Weighted
Average Life (Years)

Expected Range of
Principal Window

  Class A-2 $0 – $250,000,000 N/A – 4.73 N/A / 10/30-12/30
  Class A-3 $286,052,000 – $536,052,000 4.81 – 4.87 10/30-02/31 / 12/30-02/31
(10) The Class X-A Certificates are notional amount certificates. The Notional Amount of the Class X-A Certificates will be equal to the aggregate Certificate Balance of the Class A-1, A-2 and A-3 Certificates outstanding from time to time. The Class X-A Certificates will not be entitled to distributions of principal.

 (11)

The pass-through rate for the Class X-A Certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the Class A-1, A-2 and A-3 Certificates for the related distribution date, weighted on the basis of their respective Certificate Balances outstanding immediately prior to that distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
(12) The Class X-B Certificates are notional amount certificates. The Notional Amount of the Class X-B Certificates will be equal to the aggregate Certificate Balance of the Class A-S, B and C Certificates outstanding from time to time.  The Class X-B Certificates will not be entitled to distributions of principal.
(13) The pass-through rate for the Class X-B Certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the Class A-S, B and C Certificates for the related distribution date, weighted on the basis of their respective Certificate Balances outstanding immediately prior to that distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
(14) The Class X-D Certificates are notional amount certificates. The Notional Amount of the Class X-D Certificates will be equal to the Certificate Balance of the Class D Certificates outstanding from time to time. The Class X-D Certificates will not be entitled to distributions of principal.
(15) The pass-through rate for the Class X-D Certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the pass-through rate on the Class D Certificates for the related distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
(16) The Class X-E Certificates are notional amount certificates. The Notional Amount of the Class X-E Certificates will be equal to the Certificate Balance of the Class E Certificates outstanding from time to time. The Class X-E Certificates will not be entitled to distributions of principal.
(17) The pass-through rate for the Class X-E Certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the pass-through rate on the Class E Certificates for the related distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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Wells Fargo Commercial Mortgage Trust 2026-5C8 Transaction Highlights

 

II.       Transaction Highlights

Mortgage Loan Sellers:

Mortgage Loan Seller

Number of
Mortgage Loans

Number of
Mortgaged
Properties

Aggregate Cut-off Date Balance

% of Initial Pool
Balance

Wells Fargo Bank, National Association 11 13   $263,300,000 34.4%
Argentic Real Estate Finance 2 LLC 8 11      189,666,000 24.8%
JPMorgan Chase Bank, National Association / Citi Real Estate Funding Inc. 1 1         75,000,000 9.8%
Citi Real Estate Funding Inc. / Argentic Real Estate Finance 2 LLC 1 1        71,000,000 9.3%
JPMorgan Chase Bank, National Association 4 4        70,589,665 9.2%
Citi Real Estate Funding Inc. 2 2        49,782,500 6.5%
Goldman Sachs Mortgage Company 1 6        40,000,000 5.2%
Greystone Commercial Mortgage Capital LLC   1 2           6,825,000 0.9%

Total

29

40

  $766,163,165

100.0%

Loan Pool:

Initial Pool Balance: $766,163,165
Number of Mortgage Loans: 29
Average Cut-off Date Balance per Mortgage Loan: $26,419,419
Number of Mortgaged Properties: 40
Average Cut-off Date Balance per Mortgaged Property(1): $19,154,079
Weighted Average Mortgage Interest Rate: 6.3103%
Ten Largest Mortgage Loans as % of Initial Pool Balance: 67.4%
Weighted Average Original Term to Maturity (months): 60
Weighted Average Remaining Term to Maturity (months): 58
Weighted Average Original Amortization Term (months)(2): 360
Weighted Average Remaining Amortization Term (months)(2): 358
Weighted Average Seasoning (months): 2

(1)        Information regarding mortgage loans secured by multiple properties is based on an allocation according to relative appraised values or the allocated loan amounts or property-specific release prices set forth in the related loan documents or such other allocation as the related mortgage loan seller deemed appropriate.
(2)        Excludes any mortgage loan that does not amortize.  

Credit Statistics:

Weighted Average U/W Net Cash Flow DSCR(1): 1.92x
Weighted Average U/W Net Operating Income Debt Yield(1): 12.5%
Weighted Average Cut-off Date Loan-to-Value Ratio(1): 59.4%
Weighted Average Balloon Loan-to-Value Ratio(1): 59.4%
% of Mortgage Loans with Additional Subordinate Debt(2): 9.8%
% of Mortgage Loans with Single Tenants(3): 16.8%

(1)    With respect to any mortgage loan that is part of a whole loan, loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate companion loan(s) (unless otherwise stated). The debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property), that currently exists or is allowed under the terms of any mortgage loan. See “Description of the Mortgage Pool—Mortgage Pool Characteristics” in the Preliminary Prospectus and Annex A-1 to the Preliminary Prospectus.
(2)     The percentage figure expressed as “% of Mortgage Loans with Additional Subordinate Debt” is determined as a percentage of the initial pool balance and does not take into account any future subordinate debt (whether or not secured by the mortgaged property), if any, that may be permitted under the terms of any mortgage loan or the pooling and servicing agreement. See “Description of the Mortgage Pool—Additional Indebtedness” in the Preliminary Prospectus.
(3)   Excludes mortgage loans that are secured by multiple single tenant properties.

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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Wells Fargo Commercial Mortgage Trust 2026-5C8 Transaction Highlights

 

Loan Structural Features:

Amortization: Based on the Initial Pool Balance, 0.8% of the mortgage pool (1 mortgage loan) has scheduled amortization, as follows:

0.8% (1 mortgage loan) require amortization during the entire loan term.

Interest-Only: Based on the Initial Pool Balance, 99.2% of the mortgage pool (28 mortgage loans) provide for interest-only payments during the entire loan term through maturity. The Weighted Average Cut-off Date Loan-to-Value Ratio and Weighted Average U/W Net Cash Flow DSCR for those mortgage loans are 59.4% and 1.93x, respectively.

Hard Lockboxes: Based on the Initial Pool Balance, 63.0% of the mortgage pool (15 mortgage loans) have hard lockboxes in place.

Reserves: The mortgage loans require amounts to be escrowed monthly as follows (excluding any mortgage loans with springing provisions):

Real Estate Taxes:   78.1% of the pool
Insurance: 36.8% of the pool
Capital Replacements:   78.9% of the pool
TI/LC:   74.6% of the pool(1)

(1) The percentage of Initial Pool Balance for mortgage loans with TI/LC reserves is based on the aggregate principal balance allocable to loans that include office, retail, mixed use and industrial properties.

Call Protection/Defeasance: Based on the Initial Pool Balance, the mortgage pool has the following call protection and defeasance features:

75.1% of the mortgage pool (21 mortgage loans) features a lockout period, then defeasance only until an open period;

11.1% of the mortgage pool (5 mortgage loans) features a lockout period, then greater of a prepayment premium (1.0%) or yield maintenance until an open period;

9.8% of the mortgage pool (1 mortgage loan) features greater of a prepayment premium (0.5%) or yield maintenance, then defeasance or greater of a prepayment premium (0.5%) or yield maintenance until an open period;

3.9% of the mortgage pool (2 mortgage loans) features a lockout period, then greater of a prepayment premium (2.0%) or yield maintenance until an open period.

Prepayment restrictions for each mortgage loan reflect the entire life of the mortgage loan. Please refer to Annex A-1 to the Preliminary Prospectus and the footnotes related thereto for further information regarding individual loan call protection.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 6 

 

Wells Fargo Commercial Mortgage Trust 2026-5C8 Characteristics of the Mortgage Pool

 

III.       Issue Characteristics

Securities Offered: $672,308,000 approximate monthly pay, multi-class, commercial mortgage REMIC pass-through certificates consisting of eight classes (Classes A-1, A-2, A-3, A-S, B, C, X-A and X-B), which are offered pursuant to a registration statement filed with the SEC (such Classes of certificates, the “Offered Certificates”).
Mortgage Loan Sellers: Wells Fargo Bank, National Association (“WFB”), Argentic Real Estate Finance 2 LLC (“AREF2”), JPMorgan Chase Bank, National Association (“JPMCB”), Citi Real Estate Funding Inc. (“CREFI”), Goldman Sachs Mortgage Company (“GSMC”) and Greystone Commercial Mortgage Capital LLC (“GCMC”)
Joint Bookrunners and Co-Lead Managers:      Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC
Co-Managers: Academy Securities, Inc., Drexel Hamilton, LLC and Siebert Williams Shank & Co., LLC
Rating Agencies: Fitch Ratings, Inc., DBRS, Inc. dba Morningstar DBRS and S&P Global Ratings
Master Servicer: Trimont LLC  
Special Servicer: Argentic Services Company LP
Certificate Administrator: Computershare Trust Company, National Association
Trustee: Deutsche Bank National Trust Company
Operating Advisor: Park Bridge Lender Services LLC
Asset Representations Reviewer: Park Bridge Lender Services LLC
Initial Controlling Class Certificateholder: Argentic Securities Holdings 2 Cayman Limited, an affiliate of Argentic Real Estate Finance 2 LLC and Argentic Services Company LP
U.S. Credit Risk Retention:

For a discussion on the manner in which the U.S. credit risk retention requirements will be satisfied by Argentic Real Estate Finance 2 LLC, as the retaining sponsor, see “Credit Risk Retention” in the Preliminary Prospectus.

Argentic Real Estate Finance 2 LLC, the retaining sponsor, intends to cause Argentic Securities Holdings 2 Cayman Limited, a majority-owned affiliate, to retain (i) an “eligible horizontal residual interest”, in the form of certificates representing approximately 2.73% of the fair value of all of the ABS interests issued, which will be comprised of the Class F-RR and G-RR certificates (other than the portion that comprises the VRR Interest) and (ii) an “eligible vertical interest”, in the form of certificates representing approximately 2.31% of the certificate balance, notional amount or percentage interest of each class of certificates (other than the Class R certificates) in a manner that satisfies the U.S. credit risk retention requirements. Under the U.S. credit risk retention rules, Argentic Real Estate Finance 2 LLC or the applicable majority-owned affiliate will be permitted to transfer the horizontal risk retention certificates to a subsequent third-party purchaser. For additional information, see “Credit Risk Retention” in the Preliminary Prospectus.

EU Securitization Rules and UK Securitization Rules:

No transaction party, or any other person, intends to retain a material net economic interest in the securitization constituted by the issuance of the Certificates, or to take any other action in respect of such securitization, in a manner prescribed or contemplated by (i) Regulation (EU) 2017/2402 and related technical standards (collectively the “EU Securitization Rules”), or (ii) the Securitisation Regulations 2024 and related rules made by the Financial Conduct Authority and the Prudential Regulation Authority (collectively the “UK Securitization Rules”). In particular, no such person undertakes to take any action, or refrain from taking any action, for purposes of, or in connection with, compliance by any prospective investor or certificateholder with any applicable requirement of the EU Securitization Rules or the UK Securitization Rules. In addition, the arrangements described under “Credit Risk Retention” in the Preliminary Prospectus have not been structured with the objective of ensuring or facilitating compliance by any person with any applicable requirement of the EU Securitization Rules or the UK Securitization Rules. See “Risk Factors—Other Risks Relating to the Certificates—EU Securitization Rules and UK Securitization Rules” in the Preliminary Prospectus.

Cut-off Date: The Cut-off Date with respect to each mortgage loan is the payment due date for the monthly debt service payment that is due in March 2026 (or, in the case of any mortgage loan that has its first payment due date in March 2026, the date that would have been its

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 7 

 

Wells Fargo Commercial Mortgage Trust 2026-5C8 Characteristics of the Mortgage Pool

 

payment due date in March 2026 under the terms of that mortgage loan if a monthly debt service payment were scheduled to be due in that month).
Expected Closing Date: On or about March 5, 2026.
Determination Date: The 11th day of each month (or if that day is not a business day, the next succeeding business day), commencing in April 2026.
Distribution Date: The 4th business day following each Determination Date, commencing in April 2026.
Rated Final Distribution Date: The Distribution Date in March 2059.
Interest Accrual Period: The Interest Accrual Period for each Class of Offered Certificates for each Distribution Date will be the calendar month immediately preceding the month in which that Distribution Date occurs.
Day Count: The Offered Certificates will accrue interest on a 30/360 basis.
Minimum Denominations: $10,000 for each Class of Offered Certificates (other than the Class X-A and X-B Certificates) and $1,000,000 for the Class X-A and X-B Certificates. Investments may also be made in any whole dollar denomination in excess of the applicable minimum denomination.
Clean-up Call: 1.0%
Delivery: DTC, Euroclear and Clearstream Banking
ERISA/SMMEA Status: Each Class of Offered Certificates is expected to be eligible for exemptive relief under ERISA.  None of the Certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended (“SMMEA”).
Risk Factors: THE CERTIFICATES INVOLVE CERTAIN RISKS AND MAY NOT BE SUITABLE FOR ALL INVESTORS.  SEE THE “SUMMARY OF RISK FACTORS” AND “RISK FACTORS” SECTIONS OF THE PRELIMINARY PROSPECTUS.
Deal Information/Analytics: The Certificate Administrator will be authorized to make distribution date statements, CREFC® reports and certain supplemental reports (other than confidential information) available to certain financial modeling and data provision services, including Bloomberg Financial Markets, L.P., CRED iQ, Trepp, LLC, Intex Solutions, Inc., Markit Group Limited, Interactive Data Corp., BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, Inc., Morningstar Credit Information & Analytics, LLC, KBRA Analytics, LLC, MBS Data, LLC, RealInsight, LSEG, DealView Technologies Ltd. (dba DealX) and Recursion Co..
Tax Treatment For U.S. federal income tax purposes, the issuing entity will consist of one or more REMICs arranged in a tiered structure. The Offered Certificates will represent REMIC regular interests.

 

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 8 

 

Wells Fargo Commercial Mortgage Trust 2026-5C8 Characteristics of the Mortgage Pool

 

IV.       Characteristics of the Mortgage Pool(1)

A.Ten Largest Mortgage Loans

Mortgage Loan Seller Mortgage Loan Name City State Number of Mortgage Loans/ Mortgaged Properties  Mortgage Loan Cut-off Date Balance ($) % of Cut-off Date Pool Balance (%) Property Type

Number of SF/Units/

Rooms

Cut-off Date Balance Per SF/Unit/

Room ($)

Cut-off Date LTV Ratio (%) Balloon or ARD LTV Ratio (%) U/W NCF DSCR (x) U/W NOI Debt Yield (%)
JPMCB/CREFI CityCenter (Aria & Vdara) Las Vegas NV 1 / 1    $75,000,000 9.8% Hospitality 5,349 $476,313 36.2% 36.2% 4.46x 24.8%
CREFI/AREF2 Kirby Industrial Hemet CA 1 / 1  71,000,000 9.3% Industrial 850,640 120 59.0% 59.0% 1.28x 9.2%
AREF2 Cottage Cove Apartments Miami FL 1 / 1  62,500,000 8.2% Multifamily 468 186,966 69.9% 69.9% 1.26x 8.4%
WFB Columbus Park Crossing Columbus GA 1 / 1  60,000,000 7.8% Retail 587,087 102 67.3% 67.3% 1.72x 11.0%
AREF2 Olive Industrial 4-Pack Various Various 1 / 4  52,166,000 6.8% Industrial 1,128,397 46 71.6% 71.6% 1.21x 8.9%
WFB Commerce Office Park Commerce CA 1 / 1  45,000,000 5.9% Office 283,948 158 59.3% 59.3% 1.87x 13.0%
GSMC Haven Leased Fee Portfolio Various Various 1 / 6  40,000,000 5.2% Other 2,206,442 73 76.3% 76.3% 1.10x 6.1%
CREFI 136 Madison New York NY 1 / 1  40,000,000 5.2% Office 308,287 195 37.1% 37.1% 3.18x 19.3%
JPMCB The Bluffs Junction City KS 1 / 1  38,000,000 5.0% Multifamily 544 69,853 59.2% 59.2% 1.56x 10.4%
WFB Aura Hotel Times Square New York NY 1 / 1  33,000,000 4.3% Hospitality 234 141,026 36.3% 36.3% 1.97x 15.8%
Top Three Total/Weighted Average  3 / 3 $208,500,000 27.2% 54.1% 54.1% 2.42x 14.6%
Top Five Total/Weighted Average  5 / 8 $320,666,000 41.9% 59.4% 59.4% 2.09x 13.0%
Top Ten Total/Weighted Average  10 / 18 $516,666,000 67.4% 57.5% 57.5% 2.03x 12.9%
Non-Top Ten Total/Weighted Average  19 / 22 $249,497,165 32.6% 63.5% 63.4% 1.70x 11.7%
(1)With respect to any mortgage loan that is part of a whole loan, Cut-off Date Balance Per SF/Unit/Room, loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate companion loan(s) (unless otherwise stated). With respect to each mortgage loan, debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account subordinate debt (whether or not secured by the related mortgaged property), if any, that currently exists or is allowed under the terms of such mortgage loan.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 9 

 

Wells Fargo Commercial Mortgage Trust 2026-5C8 Characteristics of the Mortgage Pool
B.Summary of the Whole Loans
Loan No. Property Name

Mortgage Loan Seller in

WFCM 2026-5C8

Mortgage Loan Cut-off Date Balance Aggregate Pari-Passu Companion Loan Cut-off Date Balance(1)

Combined

Cut-off Date

Balance

Controlling

Pooling /Trust

and Servicing

Agreement

Master Servicer Special Servicer

Related Pari Passu

Companion Loan(s) Securitizations

Combined UW NCF DSCR(2) Combined UW NOI Debt Yield(2) Combined Cut-off Date LTV(2)
1

CityCenter

(Aria & Vdara)

JPMCB/CREFI $75,000,000 $2,472,800,000 $2,547,800,000 BX 2025-ARIA Trimont Trimont

BX 2025-ARIA

BMO 2025-5C13

BANK5 2026-5YR20

BBCMS 2026-5C40

Future Securitization

4.46x 24.8% 36.2%
2 Kirby Industrial CREFI/AREF2 $71,000,000 $31,000,000 $102,000,000 WFCM 2026-5C8 Trimont Argentic Services Company LP Future Securitization 1.28x 9.2% 59.0%
3 Cottage Cove Apartments AREF2 $62,500,000 $25,000,000 $87,500,000 WFCM 2026-5C8 Trimont Argentic Services Company LP Future Securitization 1.26x 8.4% 69.9%
7 Haven Leased Fee Portfolio GSMC $40,000,000 $120,000,000 $160,000,000 WFCM 2026-5C8 Trimont Argentic Services Company LP Future Securitization 1.10x 6.1% 76.3%
8 136 Madison CREFI $40,000,000 $20,000,000 $60,000,000 WFCM 2026-5C8 Trimont Argentic Services Company LP Future Securitization 3.18x 19.3% 37.1%
13 Empire Mall WFB $20,000,000 $100,000,000 $120,000,000 WFCM 2025-5C7 Midland CWCapital Asset Management

WFCM 2025-5C7

Future Securitization

2.24x 16.5% 59.4%
23 Northshore Mall JPMCB $10,000,000 $165,000,000 $175,000,000 BMARK 2026-V20 Midland Rialto Capital Advisors, LLC

BMARK 2026-V20

BBCMS 2026-5C40

Future Securitization

2.30x 15.6% 59.5%
(1)The Aggregate Pari Passu Companion Loan Cut-off Date Balance excludes the related Subordinate Companion Loans.
(2)The loan-to-value ratio, debt service coverage ratio, and debt yield calculations include any related pari passu companion loans and exclude any subordinate companion loans and/or mezzanine loans, as applicable.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 10 

 

Wells Fargo Commercial Mortgage Trust 2026-5C8 Characteristics of the Mortgage Pool

 

C.       Mortgage Loans with Additional Secured and Mezzanine Financing

Loan No. Mortgage Loan Seller

Mortgage

Loan Name

Mortgage
Loan
Cut-off Date Balance ($)
% of Initial
Pool Balance
(%)
Sub Debt Cut-off Date Balance ($) Mezzanine Debt Cut-off Date Balance ($) Total Debt Interest Rate (%)(1) Mortgage Loan U/W NCF DSCR (x)(2) Total Debt U/W NCF DSCR (x) Mortgage Loan Cut-off Date U/W NOI Debt Yield (%)(2) Total Debt Cut-off Date U/W NOI Debt Yield (%) Mortgage Loan Cut-off Date LTV Ratio (%)(2) Total Debt Cut-off Date LTV Ratio (%)
1 JPMCB/CREFI

CityCenter

(Aria & Vdara)

$75,000,000      9.8%   $902,200,000 NAP     5.2942% 4.46x 3.28x 24.8% 18.3% 36.2% 49.1%
  Total/Weighted Average  $75,000,000      9.8%  $902,200,000 NAP      5.2942% 4.46x 3.28x 24.8% 18.3% 36.2% 49.1%
(1)Total Debt Interest Rate for any specified mortgage loan reflects the weighted average of the interest rates on the respective components of the total debt.
(2)With respect to any mortgage loan that is part of a whole loan, the loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but excludes any related subordinate companion loan and/or mezzanine loans.

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 11 

 

Wells Fargo Commercial Mortgage Trust 2026-5C8 Characteristics of the Mortgage Pool

 

D.       Previous Securitization History(1)

Loan   No. Mortgage Loan Seller Mortgage
 Loan or Mortgaged
Property Name
City State Property Type Mortgage Loan
or Mortgaged Property Cut-off Date Balance ($)
% of Cut-off Date Pool Balance (%) Previous Securitization
1 JPMCB/CREFI

CityCenter

(Aria & Vdara)

Las Vegas NV Hospitality $75,000,000 9.8% BX 2021-ARIA
3 AREF2 Cottage Cove Apartments Miami FL Multifamily 62,500,000 8.2% ARCLO 2021-FL4
4 WFB Columbus Park Crossing Columbus GA Retail 60,000,000  7.8% COMM 2016-DC2, DBJPM 2016-C1
6 WFB Commerce Office Park Commerce CA Office 45,000,000  5.9% MSBAM 2015-C25
10 WFB Aura Hotel Times Square New York NY Hospitality 33,000,000  4.3% CD 2017-CD6
13 WFB Empire Mall Sioux Falls SD Retail 20,000,000  2.6% CGCMT 2016-P3, CFCRE 2016-C3 and WFCM 2015-P2
14 AREF2 Calder Square Apartments League City TX Multifamily 19,600,000 2.6% AREIT 2022-CRE7
21 AREF2 1800 South Brand Glendale CA Mixed Use 11,000,000 1.4% JPMBB 2016-C1
24 CREFI Troy Towne Center Troy OH Retail 9,782,500 1.3% GSMS 2016-GS2
29 AREF2 Colony Manor & Gatehouse Apartments Houston TX Multifamily 5,200,000 0.7% FRESB 2016-SB12
Total $341,082,500  44.5%
(1)The table above represents the most recent securitization with respect to the mortgaged property securing the related mortgage loan, based on information provided by the related borrower or obtained through searches of a third-party database. While loans secured by the above mortgaged properties may have been securitized multiple times in prior transactions, mortgage loans in this securitization are only listed in the above chart if the mortgage loan paid off a loan in another securitization. The information has not otherwise been confirmed by the mortgage loan sellers.

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 12 

 

Wells Fargo Commercial Mortgage Trust 2026-5C8 Characteristics of the Mortgage Pool

F.       Property Type Distribution(1)

 

Property Type Number of Mortgaged Properties Aggregate
Cut-off Date
Balance ($)
% of Initial
Pool
Balance (%)
Weighted Average Cut-off Date LTV Ratio (%) Weighted Average Balloon LTV
Ratio (%)
Weighted Average
U/W NCF DSCR (x)
Weighted Average U/W NOI Debt Yield (%) Weighted Average U/W NCF Debt Yield (%) Weighted Average Mortgage Rate (%)
Retail 9 $166,222,165 21.7% 65.2% 65.1% 1.70x 11.8% 11.0% 6.3856%
Anchored 6 130,432,500 17.0 66.7 66.7 1.59 10.8 10.1 6.3015
Super Regional Mall 2 30,000,000   3.9 59.4 59.4 2.26 16.2 15.1 6.5957
Single Tenant 1 5,789,665   0.8 59.4 56.5 1.34 11.3 10.9 7.1900
Multifamily 7 155,450,000 20.3 65.1 65.1 1.35 9.0 8.7 6.3536
Garden 6 148,850,000 19.4 65.3 65.3 1.36 9.0 8.7 6.3411
Mid Rise 1 6,600,000   0.9 60.0 60.0 1.29 8.7 8.7 6.6360
Office 5 142,300,000 18.6 55.6 55.6 2.33 15.3 14.4 6.1930
Suburban 4 102,300,000 13.4 62.8 62.8 2.00 13.7 13.0 6.4288
CBD 1 40,000,000  5.2 37.1 37.1 3.18 19.3 18.0 5.5900
Industrial 8 136,366,000 17.8 63.4 63.4 1.29 9.2 8.5 6.5809
Warehouse/Distribution 5 109,364,000 14.3 61.4 61.4 1.30 9.2 8.7 6.6071
Manufacturing 2 21,170,000  2.8 71.6 71.6 1.21 8.9 7.9 6.4750
Warehouse 1 5,832,000  0.8 71.6 71.6 1.21 8.9 7.9 6.4750
Hospitality 2 108,000,000 14.1 36.2 36.2 3.70 22.1 20.7 6.2695
Full Service 1 75,000,000  9.8 36.2 36.2 4.46 24.8 23.9 6.0788
Select Service 1 33,000,000  4.3 36.3 36.3 1.97 15.8 13.4 6.7030
Other 6 40,000,000   5.2 76.3 76.3 1.10 6.1 6.1 5.4360
Leased Fee 6 40,000,000   5.2 76.3 76.3 1.10 6.1 6.1 5.4360
Mixed Use 3 17,825,000   2.3 60.2 60.2 1.67 11.1 10.7 6.3079
Office/Retail 1 11,000,000   1.4 56.1 56.1 1.85 12.9 12.2 6.5300
Multifamily/Retail 2 6,825,000   0.9 66.9 66.9 1.37 8.3 8.3 5.9500
Total/Weighted Average 40 $766,163,165 100.0% 59.4% 59.4% 1.92x 12.5% 11.8% 6.3103%
(1)Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (allocating the principal balance of the mortgage loan to each of those properties according to the relative appraised values of the mortgaged properties or the allocated loan amounts or property-specific release prices set forth in the related mortgage loan documents or such other allocation as the related mortgage loan seller deemed appropriate). With respect to any mortgage loan that is part of a whole loan, the loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate companion loan(s) (unless otherwise stated). With respect to each mortgage loan, debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property) that currently exists or is allowed under the terms of such mortgage loan. See Annex A-1 to the Preliminary Prospectus.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 13 

 

Wells Fargo Commercial Mortgage Trust 2026-5C8 Characteristics of the Mortgage Pool

G.       Geographic Distribution(1)(2)

Location Number of Mortgaged Properties Aggregate Cut-off Date Balance ($) % of Initial Pool
Balance (%)
Weighted Average Cut-off Date LTV Ratio (%) Weighted Average Balloon LTV Ratio (%) Weighted Average U/W NCF DSCR (x) Weighted Average U/W NOI Debt Yield (%) Weighted Average U/W NCF Debt Yield (%)

Weighted

Average Interest Rate (%)

California 11 $219,250,000 28.6% 60.8% 60.8% 1.68x 11.7% 11.1% 6.5441%
Southern California 11 219,250,000 28.6 60.8 60.8 1.68 11.7 11.1 6.5441
New York 8 112,952,250 14.7 49.2 49.2 2.12 13.9 12.7 5.9619
Nevada 1 75,000,000 9.8 36.2 36.2 4.46 24.8 23.9 6.0788
Florida 2 68,289,665 8.9 69.0 68.8 1.27 8.6 8.4 6.5127
Georgia 1 60,000,000 7.8 67.3 67.3 1.72 11.0 10.2 5.8570
Kansas 1 38,000,000 5.0 59.2 59.2 1.56 10.4 9.8 6.2200
Other(3) 16 192,671,250 25.1 67.1 67.1 1.46 10.3 9.6 6.4259
Total/Weighted Average: 40 $766,163,165 100.0% 59.4% 59.4% 1.92x 12.5% 11.8% 6.3103%
(1)The mortgaged properties are located in 17 states.
(2)Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (allocating the principal balance of the mortgage loan to each of those properties according to the relative appraised values of the mortgaged properties or the allocated loan amounts or property-specific release prices set forth in the related mortgage loan documents or such other allocation as the related mortgage loan seller deemed appropriate). With respect to any mortgage loan that is part of a whole loan, the loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate companion loan(s) (unless otherwise stated). With respect to each mortgage loan, debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property) that currently exists or is allowed under the terms of such mortgage loan. See Annex A-1 to the Preliminary Prospectus.
(3)Includes 11 other states.

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 14 

 

Wells Fargo Commercial Mortgage Trust 2026-5C8 Characteristics of the Mortgage Pool

 

H.       Characteristics of the Mortgage Pool(1)

CUT-OFF DATE BALANCE
Range of Cut-off Date
Balances ($)
Number of
Mortgage
Loans
Aggregate
Cut-off Date Balance ($)
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
5,200,000 - 6,000,000 2 $10,989,665 1.4 %
6,000,001 - 7,000,000 3 19,725,000 2.6  
7,000,001 - 10,000,000 2 19,782,500 2.6  
10,000,001 - 15,000,000 5 60,950,000 8.0  
15,000,001 - 20,000,000 5 89,950,000 11.7  
20,000,001 - 50,000,000 7 244,100,000 31.9  
50,000,001 - 75,000,000 5 320,666,000 41.9  
Total: 29 $766,163,165 100.0 %
Average: $26,419,419
UNDERWRITTEN NOI DEBT SERVICE COVERAGE RATIO
Range of U/W NOI
DSCRs (x)
Number of
Mortgage
Loans
Aggregate
Cut-off Date Balance ($)
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
1.10 - 1.30 5 $135,000,000 17.6 %
1.31 - 1.50 7 181,080,665 23.6  
1.51 - 1.70 4 83,800,000 10.9  
1.71 - 1.90 2 65,200,000 8.5  
1.91 - 2.25 4 91,782,500 12.0  
2.26 - 3.00 5 94,300,000 12.3  
3.01 - 4.64 2 115,000,000 15.0  
Total: 29 $766,163,165 100.0 %
Weighted Average: 2.03x
UNDERWRITTEN NOI DEBT YIELD
Range of U/W NOI
Debt Yields (%)
Number of
Mortgage
Loans
Aggregate
Cut-off Date Balance ($)
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
  6.1 - 10.0 11 $310,291,000 40.5 %
10.1 - 11.0 4 133,300,000 17.4  
11.1 - 12.0 3 21,489,665 2.8  
12.1 - 13.0 2 56,000,000 7.3  
13.1 - 14.0 2 35,782,500 4.7  
14.1 - 24.8 7 209,300,000 27.3  
Total: 29 $766,163,165 100.0 %
Weighted Average: 12.5%


LOAN PURPOSE
Loan Purpose Number of
Mortgage
Loans
Aggregate
Cut-off Date Balance ($)
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
Refinance 23 $680,091,000 88.8 %
Acquisition 6 86,072,165 11.2  
Total: 29 $766,163,165 100.0 %
MORTGAGE RATE
Range of Mortgage
Rates (%)
Number of
Mortgage
Loans
Aggregate
Cut-off Date Balance ($)
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
5.4360 - 5.7500 2 $80,000,000 10.4 %
5.7501 - 6.0000 2 66,825,000 8.7  
6.0001 - 6.2500 4 143,450,000 18.7  
6.2501 - 6.3500 2 27,550,000 3.6  
6.3501 - 6.5000 9 241,766,000 31.6  
6.5001 - 6.7500 7 168,182,500 22.0  
6.7501 - 7.1900 3 38,389,665 5.0  
Total: 29 $766,163,165 100.0 %
Weighted Average: 6.3103%
UNDERWRITTEN NCF DEBT SERVICE COVERAGE RATIO
Range of U/W NCF
DSCRs (x)
Number of
Mortgage
Loans
Aggregate
Cut-off Date Balance ($)
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
1.10 - 1.25 4 $118,066,000 15.4 %
1.26 - 1.30 3 140,100,000 18.3  
1.31 - 1.50 7 90,514,665 11.8  
1.51 - 1.70 3 56,400,000 7.4  
1.71 - 1.90 4 125,782,500 16.4  
1.91 - 2.25 5 110,300,000 14.4  
2.26 - 4.46 3 125,000,000 16.3  
Total: 29 $766,163,165 100.0 %
Weighted Average: 1.92x
UNDERWRITTEN NCF DEBT YIELD
Range of U/W NCF
Debt Yields (%)
Number of
Mortgage
Loans
Aggregate
Cut-off Date Balance ($)
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
  6.1 - 9.0 10 $293,491,000 38.3 %
  9.1 - 10.0 4 90,100,000 11.8  
10.1 - 12.0 4 81,489,665 10.6  
12.1 - 14.0 6 139,782,500 18.2  
14.1 - 16.0 3 46,300,000 6.0  
16.1 - 20.0 1 40,000,000 5.2  
20.1 - 23.9 1 75,000,000 9.8  
Total: 29 $766,163,165 100.0 %
Weighted Average: 11.8%

(1)With respect to any mortgage loan that is part of a whole loan, the loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate companion loan(s) (unless otherwise stated). With respect to each mortgage loan, debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property) that currently exists or is allowed under the terms of such mortgage loan. See Annex A-1 to the Preliminary Prospectus. Prepayment provisions for each mortgage loan reflects the entire life of the loan (from origination to maturity) and may be currently prepayable.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 15 

 

Wells Fargo Commercial Mortgage Trust 2026-5C8 Characteristics of the Mortgage Pool

 


ORIGINAL TERM TO MATURITY
Original Terms to
Maturity (months)
Number of
Mortgage
Loans
Aggregate Cut-
off Date Balance
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
60 29 $766,163,165 100.0 %
Total: 29 $766,163,165 100.0 %
Weighted Average:  60 Months
REMAINING TERM TO MATURITY
Range of Remaining
Terms to Maturity (months)
Number of
Mortgage
Loans
Aggregate Cut-
off Date Balance
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
55 - 60 29 $766,163,165 100.0 %
Total: 29 $766,163,165 100.0 %
Weighted Average: 58 Months
ORIGINAL AMORTIZATION TERM(1)
Original
Amortization Terms
(months)
Number of
Mortgage
Loans
Aggregate Cut-
off Date Balance
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
Non-Amortizing 28 $760,373,500 99.2 %
360 1 5,789,665 0.8  
Total: 29 $766,163,165 100.0 %
Weighted Average(3): 360 Months
REMAINING AMORTIZATION TERM(2)
Range of Remaining Amortization Terms
(months)
Number of
Mortgage
Loans
Aggregate Cut-
off Date Balance
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
Non-Amortizing 28 $760,373,500 99.2 %
358 1 5,789,665 0.8  
Total: 29 $766,163,165 100.0 %
Weighted Average(3): 358 Months
LOCKBOXES
Type of Lockbox Number of
Mortgage
Loans
Aggregate Cut-
off Date Balance
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
Hard / Springing Cash Management 14 $442,388,165 57.7 %
Soft / Springing Cash Management 8 168,150,000 21.9  
Springing 6 115,625,000 15.1  
Hard / In Place Cash Management 1 40,000,000 5.2  
Total: 29 $766,163,165 100.0 %
PREPAYMENT PROVISION SUMMARY
Prepayment Provision Number of
Mortgage
Loans
Aggregate Cut-
off Date Balance
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
Lockout / Defeasance / Open 21 $575,713,165 75.1 %
Lockout / GRTR 1% or YM / Open 5 85,350,000 11.1  
GRTR 0.5% or YM / GRTR 0.5% or YM or Defeasance / Open 1 75,000,000 9.8  
Lockout / GRTR 2% or YM / Open 2 30,100,000 3.9  
Total: 29 $766,163,165 100.0 %

 

 

 

 

 

 

 


CUT-OFF DATE LOAN-TO-VALUE RATIO
Range of Cut-off
Date LTV Ratios (%)
Number of
Mortgage
Loans
Aggregate Cut-
off Date Balance
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
36.2 - 40.0 3 $148,000,000 19.3 %
40.1 - 55.0 1 13,200,000 1.7  
55.1 - 60.0 9 224,639,665 29.3  
60.1 - 65.0 4 41,782,500 5.5  
65.1 - 70.0 9 226,775,000 29.6  
70.1 - 76.3 3 111,766,000 14.6  
Total: 29 $766,163,165 100.0 %
Weighted Average: 59.4%
BALLOON LOAN-TO-VALUE RATIO
Range of Balloon LTV Ratios (%) Number of
Mortgage
Loans
Aggregate Cut-
off Date Balance
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
36.2 - 40.0 3 $148,000,000 19.3 %
40.1 - 55.0 1 13,200,000 1.7  
55.1 - 60.0 9 224,639,665 29.3  
60.1 - 65.0 4 41,782,500 5.5  
65.1 - 70.0 9 226,775,000 29.6  
70.1 - 76.3 3 111,766,000 14.6  
Total: 29 $766,163,165 100.0 %
Weighted Average: 59.4%
AMORTIZATION TYPE
Amortization Type Number of
Mortgage
Loans
Aggregate Cut-
off Date Balance
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
Interest Only 28 $760,373,500 99.2 %
Amortizing Balloon 1 5,789,665 0.8  
Total: 29 $766,163,165 100.0 %
SEASONING
Seasoning (months) Number of
Mortgage
Loans
Aggregate Cut-
off Date Balance
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
0 1 $16,800,000 2.2 %
1 8 272,300,000 35.5  
2 12 207,247,165 27.1  
3 6 197,650,000 25.8  
5 2 72,166,000 9.4  
Total: 29 $766,163,165 100.0 %
Weighted Average: 2 Months

  (1)     The original amortization term shown for any mortgage loan that is interest only for part of its term does not include the number of months in its interest only period and reflects only the number of months as of the commencement of amortization remaining from the end of such interest-only period.
  (2)     The remaining amortization term shown for any mortgage loan that is interest only for part of its term does not include the number of months in its interest only period and reflects only the number of months as of the commencement of amortization remaining from the end of such interest-only period.
  (3)     Excludes the non-amortizing mortgage loans.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 16 

 

Wells Fargo Commercial Mortgage Trust 2026-5C8 Certain Terms and Conditions

 

V.       Certain Terms and Conditions

Interest Entitlements: The interest entitlement of each Class of Certificates (other than the Class R Certificates) on each Distribution Date generally will be the interest accrued during the related Interest Accrual Period on the related Certificate Balance or Notional Amount at the related pass-through rate, net of any prepayment interest shortfalls allocated to that Class for such Distribution Date as described below.  If prepayment interest shortfalls arise from voluntary prepayments (without the Master Servicer’s consent) on particular non-specially serviced loans during any collection period, the Master Servicer is required to make a compensating interest payment to offset those shortfalls, generally up to an amount equal to the portion of its master servicing fees that accrue at 0.25 basis points per annum.  The remaining amount of prepayment interest shortfalls will be allocated to reduce the interest entitlement on all Classes of Certificates that are entitled to interest, on a pro rata basis, based on their respective amounts of accrued interest for the related Distribution Date. If a Class receives less than the entirety of its interest entitlement on any Distribution Date, then the shortfall (excluding any shortfall due to prepayment interest shortfalls), together with interest thereon, will be added to its interest entitlement for the next succeeding Distribution Date.
Principal Distribution
Amount:
The Principal Distribution Amount for each Distribution Date generally will be the aggregate amount of principal received or advanced in respect of the mortgage loans, net of any non-recoverable advances and interest thereon and workout-delayed reimbursement amounts that are reimbursed to the Master Servicer or the Trustee during the related collection period. Non-recoverable advances and interest thereon are reimbursable from principal collections before reimbursement from other amounts. Workout-delayed reimbursement amounts are reimbursable from principal collections.  
Subordination, Allocation of
Losses and Certain
Expenses
The chart below describes the manner in which the payment rights of certain Classes of Certificates will be senior or subordinate, as the case may be, to the payment rights of other Classes of Certificates. The chart also shows the corresponding entitlement to receive principal and/or interest of certain Classes of Certificates on any distribution date in descending order. It also shows the manner in which losses are allocated to certain Classes of Certificates in ascending order (beginning with the Non-Offered Certificates, other than the Class X-D, X-E and R Certificates) to reduce the Certificate Balance of each such Class to zero; provided that no principal payments or mortgage loan losses will be allocated to the Class X-A, X-B, X-D, X-E or R Certificates, although principal payments and losses may reduce the Notional Amounts of the Class X-A, X-B, X-D and X-E Certificates and, therefore, the amount of interest they accrue.
   
    (1) The Class X-A, X-B, X-D and X-E Certificates are interest-only certificates.
    (2) Non-Offered Certificates.
    (3) Other than the Class X-D, X-E and R Certificates
Distributions: On each Distribution Date, funds available for distribution from the mortgage loans, net of specified trust fees, expenses and reimbursements will generally be distributed in the following amounts and order of priority (in each case to the extent of remaining available funds):

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 17 

 

Wells Fargo Commercial Mortgage Trust 2026-5C8 Certain Terms and Conditions

1.      Class A-1, A-2, A-3, X-A, X-B, X-D and X-E Certificates: To interest on the Class A-1, A-2, A-3, X-A, X-B, X-D and X-E Certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the interest entitlements for those classes of certificates.

2.      Class A-1, A-2 and A-3 Certificates: (i) to the extent of funds allocated to principal and available for distribution: (a) first, to principal on the Class A-1 Certificates, until the Certificate Balance of the Class A-1 certificates has been reduced to zero, (b) second, to principal on the Class A-2 Certificates until the Certificate Balance of the Class A-2 certificates has been reduced to zero, and (c) third, to principal on the Class A-3 Certificates until the Certificate Balance of the Class A-3 certificates has been reduced to zero,  or (ii) if the Certificate Balance of each Class of Principal Balance Certificates other than the Class A-1, A-2 and A-3 Certificates, has been reduced to zero as a result of the allocation of mortgage loan losses to those certificates, funds available for distributions of principal on the Certificates will be distributed to the Class A-1, A-2 and A-3 Certificates, pro rata, based on their respective outstanding Certificate Balances, until their Certificate Balances have been reduced to zero.
3.      Class A-1, A-2 and A-3 Certificates: To reimburse the Class A-1, A-2 and A-3 Certificates, pro rata, based upon the aggregate unreimbursed losses previously allocated to each such Class, (i) in an amount equal to any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by each such Classes, and (ii) in an amount equal to interest on that amount at the pass-through rate for such Class.

4.      Class A-S Certificates: To make distributions on the Class A-S Certificates as follows: (a) to interest on the Class A-S Certificates up to the amount of the interest entitlement for that Class; (b) to the extent of funds allocable to principal remaining after distributions in respect of principal to each Class with a higher priority (as set forth in prior enumerated clauses set forth above), to principal on the Class A-S Certificates until its Certificate Balance has been reduced to zero; and (c) to reimburse the Class A-S Certificates, first in an amount equal to any previously unreimbursed losses on the mortgage loans that were previously allocated to that Class and then in an amount equal to interest on that amount at the pass-through rate for such Class.

5.      Class B Certificates: To make distributions on the Class B Certificates as follows: (a) to interest on the Class B Certificates up to the amount of the interest entitlement for that Class; (b) to the extent of funds allocable to principal remaining after distributions in respect of principal to each Class with a higher priority (as set forth in prior enumerated clauses set forth above), to principal on the Class B Certificates until its Certificate Balance has been reduced to zero; and (c) to reimburse the Class B Certificates, first in an amount equal to any previously unreimbursed losses on the mortgage loans that were previously allocated to that Class and then in an amount equal to interest on that amount at the pass-through rate for such Class.

6.      Class C Certificates: To make distributions on the Class C Certificates as follows: (a) to interest on the Class C Certificates up to the amount of the interest entitlement for that Class; (b) to the extent of funds allocable to principal remaining after distributions in respect of principal to each Class with a higher priority (as set forth in prior enumerated clauses set forth above), to principal on the Class C Certificates until its Certificate Balance has been reduced to zero; and (c) to reimburse the Class C Certificates, first in an amount equal to any previously unreimbursed losses on the mortgage loans that were previously allocated to that Class and then in an amount equal to interest on that amount at the pass-through rate for such Class.

7.      After the Class A-1, A-2, A-3, A-S, B and C Certificates are paid all amounts to which they are entitled, the remaining funds available for distribution will be used to pay interest, principal and loss reimbursement amounts on the Class D, E, F-RR and G-RR Certificates sequentially in that order in a manner analogous to the Class C Certificates.

8.      To the Class R Certificates, any remaining amounts.

Allocation of Yield
Maintenance Charges and
Prepayment Premiums:

If any Yield Maintenance Charge or Prepayment Premium is collected during any particular collection period with respect to any mortgage loan, then on the Distribution Date corresponding to that collection period, the certificate administrator will pay that Yield Maintenance Charge or Prepayment Premium (net of liquidation fees payable therefrom) in the following manner:

(1)         to each class of the Class A-1, A-2, A-3, A-S, B, C and D Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) the related Base Interest Fraction (as defined in the Preliminary Prospectus) for such Class and the applicable principal prepayment, and (c) a fraction, the numerator of

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 18 

 

Wells Fargo Commercial Mortgage Trust 2026-5C8 Certain Terms and Conditions

which is equal to the amount of principal distributed to such Class for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-3, A-S, B, C, D, E, F-RR and G-RR Certificates for that Distribution Date,

(2)        to the Class X-A Certificates, the excess, if any, of (a) the product of (i) such Yield Maintenance Charge or Prepayment Premium and (ii) a fraction, the numerator of which is equal to the total amount of principal distributed to the Class A-1, A-2 and A-3 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-3, A-S, B, C, D, E, F-RR and G-RR Certificates for that Distribution Date, over (b) the total amount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-1, A-2 and A-3 Certificates as described above,

(3)        to the holders of the Class X-B Certificates, the excess, if any, of (a) the product of (i) such Yield Maintenance Charge or Prepayment Premium and (ii) a fraction, the numerator of which is equal to the total amount of principal distributed to the Class A-S, B and C Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-3, A-S, B, C, D, E, F-RR and G-RR Certificates for that Distribution Date, over (b) the total amount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-S, B and C Certificates as described above, and

(4)        to the Class X-D Certificates, any remaining portion of such Yield Maintenance Charge or Prepayment Premium not distributed as described above;

provided, however, that after the Certificate Balances of the Class A-1, A-2, A-3, A-S, B, C and D Certificates have been reduced to zero, all prepayment premiums and yield maintenance charges with respect to the mortgage loans will be allocated among the holders of the Class E, F-RR and G-RR Certificates as provided in the WFCM 2026-5C8 pooling and servicing agreement.

No Prepayment Premiums or Yield Maintenance Charges will be distributed to the holders of the Class X-E or R Certificates. For a description of when Prepayment Premiums and Yield Maintenance Charges are generally required on the mortgage loans, see Annex A-1 to the Preliminary Prospectus. See also “Risk Factors—Risks Relating to the Mortgage Loans—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions” and “Risk Factors—Other Risks Relating to the Certificates—Your Yield May Be Affected by Defaults, Prepayments and Other Factors” in the Preliminary Prospectus. Prepayment Premiums and Yield Maintenance Charges will be distributed on each Distribution Date only to the extent they are actually received on the mortgage loans as of the related Determination Date.

Realized Losses:

The Certificate Balances of the Class A-1, A-2, A-3, A-S, B, C, D, E, F-RR and G-RR Certificates will be reduced without distribution on any Distribution Date as a write-off to the extent of any losses realized on the mortgage loans allocated to such Class on such Distribution Date. Such losses will be applied in the following order, in each case until the related Certificate Balance is reduced to zero: first, to the Class G-RR Certificates; second, to the Class F-RR Certificates; third, to the Class E Certificates; fourth, to the Class D Certificates; fifth, to the Class C Certificates; sixth, to the Class B Certificates; seventh, to the Class A-S Certificates; and, finally, pro rata, to the Class A-1, A-2 and A-3 Certificates based on their outstanding Certificate Balances.

The Notional Amount of the Class X-A Certificates will be reduced by the amount of all losses that are allocated to the Class A-1, A-2 and A-3 Certificates as write-offs in reduction of their Certificate Balances. The Notional Amount of the Class X-B Certificates will be reduced by the amount of all losses that are allocated to the Class A-S, B and C Certificates as write-offs in reduction of their Certificate Balances.

P&I Advances:

The Master Servicer or, if the Master Servicer fails to do so, the Trustee, will be obligated to advance delinquent debt service payments (other than balloon payments and default interest) and assumed debt service payments on mortgage loans with delinquent balloon payments (excluding any related companion loan), except to the extent any such advance is deemed non-recoverable from collections on the related mortgage loan. In addition, if an Appraisal Reduction Amount exists for a given mortgage loan, the interest portion of any P&I Advance for such mortgage loan will be reduced, which will have the effect of reducing the amount of interest available for distribution to the Certificates in reverse alphabetical order of their Class designations (except that interest payments on the Class A-1, A-2, A-3, X-A, X-B, X-D and X-E Certificates would be affected on a pari passu basis).

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 19 

 

Wells Fargo Commercial Mortgage Trust 2026-5C8 Certain Terms and Conditions

The Special Servicer will not be required to make any P&I Advance or any recoverability determination with respect to any P&I Advance.

Servicing Advances: The Master Servicer or, if the Master Servicer fails to do so, the Trustee, will be obligated to make servicing advances, including the payment of delinquent property taxes, insurance premiums and ground rent, except to the extent that those advances are deemed non-recoverable from collections on the related mortgage loan. The Master Servicer or the Trustee, as applicable, will have the primary obligation to make any required servicing advances with respect to any serviced whole loan. With respect to any non-serviced whole loan, the master servicer or trustee, as applicable, under the related lead securitization servicing agreement will have the primary obligation to make any required servicing advances with respect to such non-serviced whole loan.

Appraisal Reduction

Amounts and Collateral
Deficiency Amounts:

An “Appraisal Reduction Amount” generally will be created in the amount, if any, by which the principal balance of a required appraisal loan (which is a mortgage loan (other than a non-serviced mortgage loan) with respect to which certain defaults, modifications or insolvency events have occurred as further described in the Preliminary Prospectus) plus other amounts overdue or advanced in connection with such mortgage loan exceeds 90% of the appraised value of the related mortgaged property plus certain escrows and reserves (including letters of credit) held with respect to the mortgage loan. With respect to any serviced whole loan, any Appraisal Reduction Amount will be allocated first to the related subordinate companion loan(s), if any, and then, pro rata, to the related mortgage loan and the related pari passu companion loan(s). With respect to any non-serviced mortgage loan, appraisal reduction amounts are expected to be calculated in a similar manner under the related non-serviced pooling and servicing agreement.

A mortgage loan will cease to be a required appraisal loan when the same has ceased to be a specially serviced loan (if applicable), has been brought current for at least three consecutive months and no other circumstances exist that would cause such mortgage loan to be a required appraisal loan.

A “Collateral Deficiency Amount” will exist with respect to any mortgage loan that is modified into an AB loan structure and remains a corrected mortgage loan and will generally equal the excess of (i) the stated principal balance of such AB modified loan (taking into account the related junior note(s) and any pari passu notes included therein), over (ii) the sum of (in the case of a whole loan, solely to the extent allocable to the subject mortgage loan) (x) the most recent appraised value of the related mortgaged property plus (y) solely to the extent not reflected or taken into account in such appraised value (or in the calculation of any related Appraisal Reduction Amount) and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the related borrower at the time the mortgage loan (and as part of the modification thereto) became an AB modified loan plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y) and solely to the extent not reflected or taken into account in the calculation of any related Appraisal Reduction Amount) held by the lender with respect to the mortgage loan as of the date of such determination.

A “Cumulative Appraisal Reduction Amount” with respect to any mortgage loan will be the sum of any Appraisal Reduction Amount and any Collateral Deficiency Amount.

Appraisal Reduction Amounts will affect the amount of debt service advances in respect of the related mortgage loan. Additionally, Cumulative Appraisal Reduction Amounts will be taken into account in the determination of the identity of the Class whose majority constitutes the “controlling class certificateholder” and is entitled to appoint the directing certificateholder.

Clean-Up Call and Exchange

Termination:

On each Distribution Date occurring after the aggregate unpaid principal balance of the pool of mortgage loans is less than 1.0% of the principal balance of the mortgage loans as of the Cut-Off Date, certain specified persons will have the option to purchase all of the remaining mortgage loans (and the trust’s interest in all property acquired through exercise of remedies in respect of any mortgage loan) at the price specified in the Preliminary Prospectus. Exercise of the option will terminate the trust and retire the then-outstanding Certificates.

If the aggregate Certificate Balances of each of the Class A-1, A-2, A-3, A-S, B, C and D Certificates have been reduced to zero, the trust may also be terminated in connection with an exchange of all the then-outstanding Certificates (other than the Class R Certificates) for the mortgage loans and REO properties then remaining in the issuing entity, subject to payment of a price specified in the Preliminary Prospectus, but all of the holders of those outstanding Classes of Certificates (other than the Class R Certificates) would have to voluntarily participate in the exchange.

Liquidation Loan Waterfall: Following the liquidation of any mortgage loan or mortgaged property, the net liquidation proceeds generally will be applied (after reimbursement of advances and certain trust fund expenses), first, as a recovery of accrued interest, other than delinquent interest that was not advanced as a result of Appraisal Reduction Amounts, second, as a recovery of principal until all principal has been recovered, and then as a recovery of delinquent interest that was not advanced

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 20 

 

Wells Fargo Commercial Mortgage Trust 2026-5C8 Certain Terms and Conditions

as a result of Appraisal Reduction Amounts. Please see “Description of the Certificates—Distributions—Application Priority of Mortgage Loan Collections or Whole Loan Collections” in the Preliminary Prospectus.
Control Eligible Certificates: The Class F-RR and G-RR Certificates.
Directing Certificateholder/
Controlling Class:

A directing certificateholder may be appointed by the “controlling class certificateholder”, which will be the holder(s) of a majority of the Controlling Class.

The “Controlling Class” will be, as of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding that has an aggregate Certificate Balance (as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such Class(es)) at least equal to 25% of the initial Certificate Balance of that Class; provided, however, that if at any time the Certificate Balances of the Certificates other than the Control Eligible Certificates have been reduced to zero as a result of principal payments on the Mortgage Loans, then the Controlling Class will be the most subordinate Class of Control Eligible Certificates that has a Certificate Balance greater than zero without regard to any Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class G-RR Certificates.

Control and Consultation:

The rights of various parties to replace the Special Servicer and approve or consult with respect to major actions of the Special Servicer will vary according to defined periods.

A “Control Termination Event” will occur when the Class F-RR Certificates have a Certificate Balance (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class) of less than 25% of the initial Certificate Balance of that Class; provided that a Control Termination Event will not be deemed continuing in the event that the Certificate Balances of the Certificates other than the Control Eligible Certificates have been reduced to zero as a result of principal payments on the mortgage loans.

A “Consultation Termination Event” will occur when there is no Class of Control Eligible Certificates that has a then-outstanding Certificate Balance at least equal to 25% of the initial Certificate Balance of that Class, in each case, without regard to the application of any Cumulative Appraisal Reduction Amounts; provided that a Consultation Termination Event will not be deemed continuing in the event that the Certificate Balances of the Certificates other than the Control Eligible Certificates have been reduced to zero as a result of principal payments on the mortgage loans.

If no Control Termination Event has occurred and is continuing, except with respect to the Excluded Loans (as defined below) (i) the directing certificateholder will be entitled to grant or withhold approval of asset status reports prepared, and material servicing actions proposed, by the Special Servicer, and (ii) the directing certificateholder will be entitled to terminate and replace the Special Servicer with or without cause, and appoint itself or another person as the successor special servicer. It will be a condition to such appointment that Fitch, Morningstar DBRS and S&P (and any rating agency rating any securities backed by any pari passu companion loan(s) serviced under this transaction) confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of their then-current ratings of Certificates (and any certificates backed by any pari passu companion loan(s) serviced under this transaction).

If a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing, the Special Servicer will be required to consult with the directing certificateholder (other than with respect to Excluded Loans) and the Operating Advisor in connection with asset status reports and material special servicing actions.

If a Consultation Termination Event has occurred and is continuing, the Special Servicer must seek to consult with the Operating Advisor in connection with asset status reports and material special servicing actions, and, in general, no directing certificateholder will be recognized or have any right to terminate the Special Servicer or approve, direct or consult with respect to servicing matters.

With respect to each serviced whole loan, the rights of the directing certificateholder described above will be subject to the consultation rights of the holders of the related pari passu companion loans. Those consultation rights will generally extend to asset status reports and material special servicing actions involving the related whole loan, will be as set forth in the related intercreditor agreement, and will be in addition to the rights of the directing certificateholder in this transaction described above.

With respect to each non-serviced whole loan, the applicable servicing agreement for the related controlling pari passu companion loan(s) generally grants (or will grant) the directing certificateholder under the related securitization (or, in some cases, a controlling companion loan holder) control rights that may include the right to approve or disapprove various material servicing actions involving the related whole loan. The directing certificateholder for this securitization (so long as no Consultation Termination Event has occurred and is occurring) generally will nonetheless have the right to be consulted on a non-binding basis with respect to

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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Wells Fargo Commercial Mortgage Trust 2026-5C8 Certain Terms and Conditions

such actions. For purposes of the servicing of any such whole loan contemplated by this paragraph, the occurrence and continuance of a Control Termination Event or Consultation Termination Event under this securitization will not limit the control or other rights of the directing certificateholder (or equivalent) under the securitization of the related controlling pari passu companion loan(s).

The control rights and consent and consultation rights described in the preceding paragraphs are subject to various limitations, conditions and exceptions as described in the Preliminary Prospectus.

Notwithstanding any contrary description set forth above, in the event that, with respect to any mortgage loan, the controlling class certificateholder or the directing certificateholder is a Borrower Party, the controlling class certificateholder and the directing certificateholder will have no right to receive asset status reports or such other information as may be specified in the WFCM 2026-5C8 pooling and servicing agreement, to grant or withhold approval of, or consult with respect to, asset status reports prepared, and material servicing actions proposed, by the Special Servicer, with respect to such mortgage loan, and such mortgage loan will be referred to as an “Excluded Loan” as to such party.

In addition, notwithstanding any contrary description set forth above, in the event that, with respect to any mortgage loan, a controlling class certificateholder is a Borrower Party, such controlling class certificateholder will have no right to receive asset status reports or such other information as may be specified in the WFCM 2026-5C8 pooling and servicing agreement with respect to such mortgage loan.

“Borrower Party” means a borrower, a mortgagor or a manager of a mortgaged property, an Accelerated Mezzanine Loan Lender, or any Borrower Party Affiliate. “Accelerated Mezzanine Loan Lender” means a mezzanine lender under a mezzanine loan that has been accelerated or as to which foreclosure or enforcement proceedings have been commenced against the equity collateral pledged to secure such mezzanine loan. “Borrower Party Affiliate” means, with respect to a borrower, a mortgagor, a manager of a mortgaged property or an Accelerated Mezzanine Loan Lender, (x) any other person controlling or controlled by or under common control with such borrower, mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable, or (y) any other person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, mortgagor, manager or Accelerated Mezzanine Loan Lender.

Risk Retention Consultation
Party:

A risk retention consultation party may be appointed by the holder or holders of more than 50% of the VRR Interest, by Certificate Balance. The holder of the majority of the VRR Interest will have a continuing right to appoint, remove or replace the risk retention consultation party in its sole discretion. This right may be exercised at any time and from time to time. There is expected to be no initial risk retention consultation party as of the closing date.

Notwithstanding any contrary description set forth above, in the event that, with respect to any mortgage loan, the holder of the majority of the VRR Interest or the risk retention consultation party is a Borrower Party, such mortgage loan will be referred to as an “Excluded Loan” as to such party. Except with respect to an Excluded Loan as to such party, the risk retention consultation party will be entitled to consult with the Special Servicer, upon request of the risk retention consultation party, with respect to certain material servicing actions proposed by the Special Servicer.

Replacement of Special
Servicer:

If a Control Termination Event has occurred and is continuing, the Special Servicer may be removed and replaced without cause upon the affirmative direction of certificate owners holding not less than 66-2/3% of a certificateholder quorum, following a proposal from certificate owners holding not less than 25% of the appraisal-reduced voting rights of all Principal Balance Certificates. The certificateholders who initiate a vote on a termination and replacement of the Special Servicer without cause must cause Fitch, Morningstar DBRS and S&P to confirm the then-current ratings of the Certificates (or decline to review the matter) and cause the payment of the fees and expenses incurred in the replacement. If no Control Termination Event has occurred and is continuing, the Special Servicer may be replaced by the directing certificateholder, subject to Fitch, Morningstar DBRS and S&P (and any rating agency rating any securities backed by any pari passu companion loan(s) serviced under this transaction) confirming the then-current ratings of the Certificates (and any certificates backed by any pari passu companion loans serviced under this transaction) or declining to review the matter.

In addition, if at any time the Operating Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is not performing its duties as required under the pooling and servicing agreement in accordance with the Servicing Standard and (ii) the replacement of the Special Servicer would be in the best interest of the certificateholders as a collective whole, then the Operating Advisor will have the right to recommend the replacement of the Special Servicer and will submit its formal recommendation to the Trustee and the Certificate

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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Wells Fargo Commercial Mortgage Trust 2026-5C8 Certain Terms and Conditions

Administrator (along with its rationale, its proposed replacement special servicer and other relevant information justifying its recommendation).

The Operating Advisor’s recommendation to replace the Special Servicer must be confirmed by an affirmative vote of holders of Certificates representing a majority of the aggregate outstanding Certificate Balance of all Principal Balance Certificates whose holders voted on the matter, provided that the holders of Principal Balance Certificates that so voted on the matter (i) hold Principal Balance Certificates representing at least 20% of the outstanding Certificate Balance of all Principal Balance Certificates on an aggregate basis and (ii) consist of at least three certificateholders or certificate owners that are not “risk retention affiliated” with each other. In the event the holders of Principal Balance Certificates evidencing at least a majority of a quorum of certificateholders elect to remove and replace the Special Servicer (which requisite affirmative votes must be received within 180 days of the posting of the notice of the Operating Advisor’s recommendation to replace the Special Servicer to the Certificate Administrator’s website), the Certificate Administrator will be required to receive a Rating Agency Confirmation from each of the Rating Agencies at that time, and confirmation from the applicable rating agencies that such replacement will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related serviced pari passu companion loan securities.

Excluded Special Servicer: In the event that, with respect to any mortgage loan, the Special Servicer is a Borrower Party, the Special Servicer will be required to resign as special servicer of such mortgage loan (referred to as an “excluded special servicer loan”). If no Control Termination Event has occurred and is continuing, the directing certificateholder will be entitled to appoint (and may replace with or without cause) a separate special servicer that is not a Borrower Party (referred to as an “excluded special servicer”) with respect to such excluded special servicer loan unless such excluded special servicer loan is also an Excluded Loan.  Otherwise, upon resignation of the Special Servicer with respect to an excluded special servicer loan, the resigning Special Servicer will be required to use reasonable efforts to appoint the excluded special servicer.
Appraisal Remedy: If the Class of Certificates comprising the Controlling Class loses its status as Controlling Class because of the application of an Appraisal Reduction Amount or Collateral Deficiency Amount, the holders of a majority of the voting rights of such Class may require the Special Servicer to order a second appraisal for any mortgage loan in respect of which an Appraisal Reduction Amount or Collateral Deficiency Amount has been applied.  The Special Servicer must thereafter determine whether, based on its assessment of such second appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted and, if so warranted, the Special Servicer will recalculate such Appraisal Reduction Amount or Collateral Deficiency Amount. Such Class will not be able to exercise any direction, control, consent and/or similar rights of the Controlling Class unless and until reinstated as the Controlling Class through such determination; and pending such determination, the rights of the Controlling Class will be exercised by the Control Eligible Certificates, if any, that would be the Controlling Class taking into account the subject appraisal reduction amount.
Sale of Defaulted Assets:

There will be no “fair value” purchase option. Instead, the WFCM 2026-5C8 pooling and servicing agreement will authorize the Special Servicer to sell defaulted mortgage loans serviced by the Special Servicer to the highest bidder in a manner generally similar to sales of REO properties.

The sale of a defaulted loan (other than a non-serviced whole loan) for less than par plus accrued interest and certain other fees and expenses owed on the loan will be subject to consent or consultation rights of the directing certificateholder, Operating Advisor and/or Risk Retention Consultation Party, as described in the Preliminary Prospectus. Generally speaking, the holder of a pari passu companion loan will have consent and/or consultation rights, as described in the Preliminary Prospectus. If the subject whole loan includes one or more subordinate companion loans, those subordinate companion loans may be included in such sale as well.

With respect to any serviced whole loan, if such whole loan becomes a defaulted loan under the

WFCM 2026-5C8 pooling and servicing agreement, the Special Servicer will generally be required to sell both the mortgage loan and the related pari passu companion loan(s) as a single whole loan. If the subject whole loan includes one or more subordinate companion loans, those subordinate companion loans may be included in such sale as well.

With respect to each non-serviced whole loan, the applicable servicing agreement governing the servicing of such whole loan generally provides (or is expected to provide) that, if the related pari passu companion loan(s) serviced under such agreement become a defaulted loan under such servicing agreement, then the related special servicer may offer to sell to any person (or may offer to purchase) for cash such whole loan during such time as such applicable pari passu companion loan(s) constitutes a defaulted loan under such servicing agreement. Generally speaking, in connection with any such sale, the related special servicer is required to sell both the mortgage loan and the related pari passu companion loan(s) as a whole loan. The directing certificateholder for this securitization generally will have consultation rights as the holder of an interest in the related mortgage loan, as described in the Preliminary Prospectus. If the subject

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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Wells Fargo Commercial Mortgage Trust 2026-5C8 Certain Terms and Conditions

whole loan includes one or more subordinate companion loans, those subordinate companion loans may be included in such sale as well.

The procedures for the sale of any whole loan that becomes a defaulted whole loan, and any associated consultation rights, are subject to various limitations, conditions and exceptions as described in the Preliminary Prospectus.

“As-Is” Appraisals: Appraisals must be conducted on an “as-is” basis, and must be no more than 12 months old, for purposes of determining Appraisal Reduction Amounts and market value in connection with REO sales.  Required appraisals may consist of updates of prior appraisals.  Internal valuations by the Special Servicer are permitted if the principal balance of a mortgage loan is less than $2,000,000.
Operating Advisor:

The Operating Advisor will have certain review and consultation rights relating to the performance of the Special Servicer and with respect to its actions taken in connection with the resolution and/or liquidation of Specially Serviced Loans. With respect to each mortgage loan (other than a Non-Serviced Mortgage Loan) or serviced whole loan, the Operating Advisor will be responsible for:

●                  reviewing the actions of the Special Servicer with respect to any Specially Serviced Loan;

●                  reviewing (i) all reports by the Special Servicer made available to Privileged Persons on the Certificate Administrator’s website that are relevant to the Operating Advisor’s obligations under the pooling and servicing agreement and (ii) each Asset Status Report (as defined in the Preliminary Prospectus) (after the occurrence and during the continuance of an Operating Advisor Consultation Event (as defined below)) and Final Asset Status Report (as defined in the Preliminary Prospectus);

●                  reviewing for accuracy and consistency with the WFCM 2026-5C8 pooling and servicing agreement the mathematical calculations by the special servicer and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with Appraisal Reduction Amounts, Collateral Deficiency Amounts and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan; and

●                  preparing an annual report (if any mortgage loan (other than any Non-Serviced Mortgage Loan) or serviced whole loan was a Specially Serviced Loan at any time during the prior calendar year or an Operating Advisor Consultation Event (as defined below) occurred during the prior calendar year) that sets forth whether the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer is operating in compliance with the Servicing Standard with respect to its performance of its duties under the pooling and servicing agreement with respect to Specially Serviced Loans (and, after the occurrence and during the continuance of an Operating Advisor Consultation Event (as defined below), with respect to major decisions on non-Specially Serviced Loans) during the prior calendar year on an “asset-level basis”. The Operating Advisor will identify (1) which, if any, standards the Operating Advisor believes, in its sole discretion exercised in good faith, the Special Servicer has failed to comply with and (2) any material deviations from the Special Servicer’s obligations under the pooling and servicing agreement with respect to the resolution or liquidation of any Specially Serviced Loan or REO Property (other than with respect to any REO Property related to any Non-Serviced Mortgage Loan). In preparing any Operating Advisor Annual Report (as defined in the Preliminary Prospectus), the Operating Advisor will not be required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the Special Servicer’s obligations under the pooling and servicing agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial.

With respect to each mortgage loan (other than any Non-Serviced Mortgage Loan) or serviced whole loan, after the Operating Advisor has received notice that an Operating Advisor Consultation Event (as defined below) has occurred and is continuing, in addition to the duties described above, the Operating Advisor will be required to perform the following additional duties:

●                  to consult (on a non-binding basis) with the Special Servicer in respect of asset status reports and

●                  to consult (on a non-binding basis) with the Special Servicer with respect to “major decisions” processed by the Special Servicer.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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Wells Fargo Commercial Mortgage Trust 2026-5C8 Certain Terms and Conditions

An “Operating Advisor Consultation Event” will occur when the Certificate Balance of the Class F-RR and Class G-RR Certificates in the aggregate (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of such Classes) is 25% or less of the initial Certificate Balances of such Classes in the aggregate.

Asset Representations
Reviewer:

The Asset Representations Reviewer will be required to review certain delinquent mortgage loans after a specified delinquency threshold has been exceeded (an “Asset Review Trigger”) and the required percentage of certificateholders vote to direct a review of such delinquent loans. An Asset Review Trigger will occur when either (1) mortgage loans with an aggregate outstanding principal balance of 25.0% or more of the aggregate outstanding principal balance of all of the mortgage loans (including any successor REO loans) held by the issuing entity as of the end of the applicable collection period are delinquent loans or (2)(A) prior to and including the second anniversary of the Closing Date, at least 10 mortgage loans are delinquent loans as of the end of the applicable collection period and the outstanding principal balance of such delinquent loans in the aggregate constitutes at least 15.0% of the aggregate outstanding principal balance of all of the mortgage loans (including any successor REO loans) held by the issuing entity as of the end of the applicable collection period, or (B) after the second anniversary of the Closing Date, at least 15 mortgage loans are delinquent loans as of the end of the applicable collection period and the outstanding principal balance of such delinquent loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of all of the mortgage loans (including any successor REO loans) held by the issuing entity as of the end of the applicable collection period. See “Pooling and Servicing Agreement—The Asset Representations Reviewer—Asset Review” in the Preliminary Prospectus.

The Asset Representations Reviewer may be terminated and replaced without cause. Upon (i) the written direction of certificateholders evidencing not less than 25% of the voting rights (without regard to the application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer with a proposed successor Asset Representations Reviewer that is an eligible asset representations reviewer, and (ii) payment by such holders to the certificate administrator of the reasonable fees and expenses to be incurred by the certificate administrator in connection with administering such vote, the certificate administrator will promptly provide notice to all certificateholders and the Asset Representations Reviewer of such request by posting such notice on its internet website, and by mailing such notice to all certificateholders and the Asset Representations Reviewer. Upon the written direction of certificateholders evidencing at least 75% of a certificateholder quorum (without regard to the application of any Cumulative Appraisal Reduction Amounts), the Trustee will terminate all of the rights and obligations of the Asset Representations Reviewer under the WFCM 2026-5C8 pooling and servicing agreement by written notice to the Asset Representations Reviewer, and the proposed successor Asset Representations Reviewer will be appointed. See “Pooling and Servicing Agreement—The Asset Representations Reviewer” in the Preliminary Prospectus.

Dispute Resolution
Provisions:

The mortgage loan sellers will be subject to the dispute resolution provisions set forth in the WFCM 2026-5C8 pooling and servicing agreement to the extent those provisions are triggered with respect to any mortgage loan sold to the depositor by a mortgage loan seller and such mortgage loan seller will be obligated under the related mortgage loan purchase agreement to comply with all applicable provisions and to take part in any mediation or arbitration proceedings that may result.

Generally, in the event that a Repurchase Request (as defined in the Preliminary Prospectus) is not “Resolved” (as defined below) within 180 days after the related mortgage loan seller receives such Repurchase Request, then the enforcing servicer will be required to send a notice to the “Initial Requesting Certificateholder” (if any) and the Certificate Administrator indicating the enforcing servicer’s intended course of action with respect to the Repurchase Request. If (a) the enforcing servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the related mortgage loan seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other certificateholder or certificate owner wishes to exercise its right to refer the matter to mediation (including non-binding arbitration) or arbitration, or (b) the enforcing servicer’s intended course of action is to pursue further action to exercise rights against the related mortgage loan seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other certificateholder or certificate owner does not agree with the dispute resolution method selected by the enforcing servicer, then the Initial Requesting Certificateholder, if any, or such other certificateholder or certificate owner may deliver a written notice to the Special Servicer indicating its intent to exercise its right to refer the matter to either mediation or arbitration.

“Resolved” means, with respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related mortgage loan has been repurchased in accordance with the related mortgage loan purchase agreement, (iii) a mortgage loan has been substituted for the related

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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Wells Fargo Commercial Mortgage Trust 2026-5C8 Certain Terms and Conditions

mortgage loan in accordance with the related mortgage loan purchase agreement, (iv) the applicable mortgage loan seller has made a Loss of Value Payment (as defined in the Preliminary Prospectus), (v) a contractually binding agreement is entered into between the enforcing servicer, on behalf of the issuing entity, and the related mortgage loan seller that settles the related mortgage loan seller’s obligations under the related mortgage loan purchase agreement or (vi) the related mortgage loan is no longer property of the issuing entity as a result of a sale or other disposition in accordance with the WFCM 2026-5C8 pooling and servicing agreement. See “Pooling and Servicing Agreement—Dispute Resolution Provisions” in the Preliminary Prospectus.

Investor Communications: The certificate administrator is required to include on any Form 10–D any request received from a certificateholder to communicate with other certificateholders related to certificateholders exercising their rights under the terms of the WFCM 2026-5C8 pooling and servicing agreement. Any certificateholder wishing to communicate with other certificateholders regarding the exercise of its rights under the terms of the WFCM 2026-5C8 pooling and servicing agreement will be able to deliver a written request signed by an authorized representative of the requesting investor to the certificate administrator.
Certain Fee Offsets: If a workout fee is earned by the Special Servicer following a loan default with respect to any mortgage loan that it services, then certain limitations will apply based on modification fees paid by the borrower.  The modification fee generally must not exceed 1% of the principal balance of the loan as modified in any 12-month period.  In addition, if the loan re-defaults, any subsequent workout fee on that loan must be reduced by a portion of the modification fees paid by the borrower in the previous 12-months. Likewise, liquidation fees collected in connection with a liquidation or partial liquidation of a mortgage loan must be reduced by a portion of the modification fees paid by the borrower in the previous 12 months.
Deal Website: The Certificate Administrator will be required to maintain a deal website, which will include, among other items: (a) summaries of asset status reports prepared by the Special Servicer, (b) inspection reports, (c) appraisals, (d) various “special notices” described in the Preliminary Prospectus, (e) the “Investor Q&A Forum”, (f) a voluntary “Investor Registry” and (g) the “Risk Retention Special Notices” tab.  Investors may access the deal website following execution of a certification and confidentiality agreement.
Initial Controlling Class
Certificateholder:
It is expected that Argentic Securities Holdings 2 Cayman Limited, an affiliate of Argentic Real Estate Finance 2 LLC and Argentic Services Company LP or an affiliate will be the initial controlling class certificateholder.
Whole Loans: Each of the mortgaged properties identified above under “IV. Characteristics of the Mortgage Pool—B. Summary of the Whole Loans” secures both a mortgage loan to be included in the trust fund and one or more other mortgage loans that will not be included in the trust fund, each of which will be pari passu or subordinate in right of payment with the mortgage loan included in the trust fund. We refer to each such group of mortgage loans as a “whole loan”. Such “—Summary of the Whole Loans” section includes further information regarding the various notes in each whole loan, the holders of such notes, the lead servicing agreement for each such whole loan, and the master servicer and special servicer under such lead servicing agreement.

 

 

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 26 

 

Hospitality – Full Service Loan #1 Cut-off Date Balance:   $100,000,000
3730 South Las Vegas Boulevard and CityCenter (Aria & Vdara) Cut-off Date LTV:   36.2%
2600 West Harmon Avenue   UW NCF DSCR:   4.46x
Las Vegas, NV 89158   UW NOI Debt Yield:   24.8%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

27

Hospitality – Full Service Loan #1 Cut-off Date Balance:   $100,000,000
3730 South Las Vegas Boulevard and CityCenter (Aria & Vdara) Cut-off Date LTV:   36.2%
2600 West Harmon Avenue   UW NCF DSCR:   4.46x
Las Vegas, NV 89158   UW NOI Debt Yield:   24.8%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

28

Hospitality – Full Service Loan #1 Cut-off Date Balance:   $100,000,000
3730 South Las Vegas Boulevard and CityCenter (Aria & Vdara) Cut-off Date LTV:   36.2%
2600 West Harmon Avenue   UW NCF DSCR:   4.46x
Las Vegas, NV 89158   UW NOI Debt Yield:   24.8%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

29

Mortgage Loan No. 1 – CityCenter (Aria & Vdara)

Mortgage Loan Information Property Information
Mortgage Loan Seller: JPMCB, CREFI Single Asset/Portfolio: Single Asset
Credit Assessment (S&P/Fitch/MDBRS): NR/AAA/AA Location: Las Vegas, NV 89158
Original Balance(1): $75,000,000 General Property Type(5): Hospitality
Cut-off Date Balance(1): $75,000,000 Detailed Property Type(5): Full Service
% of Initial Pool Balance: 9.8% Title Vesting(5): Fee
Loan Purpose: Refinance Year Built/Renovated: 2009/NAP
Borrower Sponsor: Blackstone Real Estate Partners IX L.P. Size(5): 5,349 Rooms
Guarantor: Blackstone Real Estate Partners IX-TE Cut-off Date Balance Per Room(1): $476,313
(AIV) L.P. Maturity Date Balance Per Room(1): $476,313
Mortgage Rate(1)(2): 6.07880916113333% Property Manager: MGM (borrower-related)
Note Date: 12/9/2025 Underwriting and Financial Information(1)
Maturity Date: 12/9/2030 UW NOI(6): $632,399,759
Term to Maturity: 60 Months UW NCF(6): $607,952,887
Amortization Term: 0 Months UW NOI Debt Yield(6): 24.8%
IO Period: 60 Months UW NCF Debt Yield(6): 23.9%
Seasoning: 3 Months UW NOI Debt Yield at Maturity(6): 24.8%
Prepayment Provisions: YM0.5(27),DorYM0.5(26),O(7) UW NCF DSCR(6): 4.46x
Lockbox/Cash Mgmt Status: Hard/Springing Most Recent NOI(6): $635,387,355 (9/30/2025 TTM)
Additional Debt Type(1)(3): Pari Passu/B-Note 2nd Most Recent NOI(6): $583,734,452 (12/31/2024)
Additional Debt Balance(1)(3): $2,472,800,000/$902,200,000 3rd Most Recent NOI(6): $585,966,283 (12/31/2023)
Future Debt Permitted (Type): Yes (Mezzanine) Most Recent Occupancy(6): 94.2% (9/30/2025)
Reserves(4) 2nd Most Recent Occupancy(6): 95.2% (12/31/2024)
Type Initial Monthly Cap 3rd Most Recent Occupancy(6): 93.4% (12/31/2023)
RE Taxes: $0 Springing NAP Appraised Value (as of)(7): $7,032,800,000 (11/25/2025)
Insurance: $0 Springing NAP Appraised Value Per Room(7): $1,314,788
Replacement Reserve: $0 Springing NAP Cut-off Date LTV Ratio(7): 36.2%
TI/LC Reserve: $0 Springing NAP Maturity Date LTV Ratio(7): 36.2%
Sources and Uses(8)
Sources Proceeds % of Total Uses Proceeds % of Total
Senior Loan Amount: $2,547,800,000 73.8% Loan Payoff: $3,150,000,400 91.3%
Subordinate Loan Amount: $902,200,000 26.2% Return of Equity: $291,474,251 8.4%
Closing Costs: $8,525,349 0.2%
Total Sources: $3,450,000,000 100.0% Total Uses: $3,450,000,000 100.0%

 

(1)The CityCenter (Aria & Vdara) Mortgage Loan (as defined below) is part of the CityCenter (Aria & Vdara) Whole Loan (as defined below) evidenced by (i) 26 pari passu senior promissory notes with an aggregate original principal balance of $2,547,800,000 and (ii) four subordinate notes with an aggregate original principal balance of $902,200,000. The Cut-off Date Balance Per Room, Maturity Date Balance Per Room, UW NOI Debt Yield, UW NCF Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio presented above are based on the aggregate principal balance of the promissory notes comprising the CityCenter (Aria & Vdara) Senior Notes (as defined below) based on a weighted average mortgage rate of 5.280024422835390% per annum on the CityCenter (Aria & Vdara) Senior Notes. The Cut-off Date Balance Per Room, Maturity Date Balance Per Room, UW NOI Debt Yield, UW NCF Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio based on the principal balance of the CityCenter (Aria & Vdara) Whole Loan are $644,980, $644,980, 18.3%, 17.6%, 18.3%, 3.28x, 49.1% and 49.1%, respectively.
(2)Mortgage Rate represents the mortgage rate of components A-C of the CityCenter (Aria & Vdara) Whole Loan applicable to the CityCenter (Aria & Vdara) Senior Companion Notes (as defined below). The Mortgage Rate does not represent the mortgage rate attributable to component A (applicable to the CityCenter (Aria & Vdara) Senior SASB Notes (as defined below)) or component B and component C (applicable to the CityCenter (Aria & Vdara) B Notes (as defined below)).
(3)See “Subordinate and Mezzanine Debt” below.
(4)See “Escrows and Reserves” below.
(5)The CityCenter (Aria & Vdara) Properties (as defined below) are leased to MGM Lessee III, LLC (the “MGM Tenant” or the “OpCo”), a subsidiary of MGM Resorts International (“MGM”), pursuant to a triple net master lease (the “Master Lease”). All property-specific financial information is based on the financial reporting package delivered by MGM. The CityCenter (Aria & Vdara) Whole Loan is not secured by the MGM Tenant’s leasehold interests in the CityCenter (Aria & Vdara) Properties and the MGM Tenant is not a borrower under the CityCenter (Aria & Vdara) Whole Loan. The Borrowers (as defined below) are entitled to the master rent payment under the Master Lease, as described under “The Properties” below, and the CityCenter (Aria & Vdara) Whole Loan is secured by the Borrowers’ rights under the Master Lease, among other things.
(6)The CityCenter (Aria & Vdara) Whole Loan was underwritten based on the net cash flow and the net operating income of the CityCenter (Aria & Vdara) Properties reflective of the operating results of the MGM Tenant. The CityCenter (Aria & Vdara) Whole Loan (based on the Borrowers’ leased fee interest) is secured by all of the Borrowers’ rights under the Master Lease, not the MGM Tenant’s leasehold interests in the CityCenter (Aria & Vdara) Properties. With respect to the Master Lease rent of approximately $232.7 million, the UW NOI Debt Yield, UW NCF Debt Yield, UW NOI Debt Yield at Maturity and UW NCF DSCR based on the principal balance of CityCenter (Aria & Vdara) Whole Loan are 6.75%, 6.75%, 6.75% and 1.26x, respectively.
(7)Appraised Value of $7,032,800,000 represents the appraisal’s concluded “hypothetical – fee simple” value as of November 25, 2025 based on the hypothetical condition that the CityCenter (Aria & Vdara) Properties are not subject to the Master Lease. The appraisal’s concluded “as is” (based on the leased fee interest) value as of November 25, 2025 for CityCenter (Aria & Vdara) Properties is $4,450,000,000 which results in a Cut-off Date LTV Ratio and Maturity Date LTV Ratio for the CityCenter (Aria & Vdara) Whole Loan of 77.5% and 77.5%, respectively, and a Cut-off Date LTV Ratio and Maturity Date LTV Ratio for the CityCenter (Aria & Vdara) Senior Notes of 57.3% and 57.3%, respectively.
(8)On December 9, 2025, a wholly-owned subsidiary of Realty Income Corporation (the “Investor LP”) and the borrower sponsor entered into a perpetual preferred equity agreement whereby the Investor LP contributed $800,000,000 in exchange for a preferred equity interest with a preferred return equal to 7.4% per annum, subject to escalations beginning in year six. See “Additional Indebtedness—Preferred Equity” in the prospectus.

The Mortgage Loan. The largest mortgage loan, the CityCenter (Aria & Vdara) mortgage loan (the “CityCenter (Aria & Vdara) Mortgage Loan”), is part of the CityCenter (Aria & Vdara) Whole Loan which is secured by the Borrowers’ leased fee interest in the Aria Resort & Casino (the “Aria”) and the Vdara Hotel & Spa (the “Vdara”, and together with the Aria, the “CityCenter (Aria & Vdara) Properties”) and a collateral assignment of the Master Lease (collectively with the CityCenter (Aria & Vdara) Properties, the “Collateral”). The CityCenter (Aria & Vdara) Whole Loan is evidenced by (i) 27 pari passu senior promissory notes with an aggregate original principal balance as of the Cut-off Date of $2,547,800,000 consisting of Notes A-1, A-2, A-3 and A-4 with an aggregate original principal balance of $1,947,800,000 (the “CityCenter (Aria & Vdara) Senior SASB Notes”) and Notes A-5-1, A-5-2, A-6, A-7, A-

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

30

Hospitality – Full Service Loan #1 Cut-off Date Balance:   $75,000,000
3730 South Las Vegas Boulevard and CityCenter (Aria & Vdara) Cut-off Date LTV:   36.2%
2600 West Harmon Avenue   UW NCF DSCR:   4.46x
Las Vegas, NV 89158   UW NOI Debt Yield:   24.8%

8, A-9-1, A-9-2, A-10, A-11, A-12, A-13, A-14, A-15, A-16, A-17, A-18, A-19, A-20-1, A-20-2, A-21, A-22, A-23 and A-24 (the “CityCenter (Aria & Vdara) Senior Companion Notes” and, together with the CityCenter (Aria & Vdara) Senior SASB Notes, the “CityCenter (Aria & Vdara) Senior Notes”) and (ii) four subordinate promissory notes, with an aggregate original principal as of the Cut-off Date of $902,200,000 (collectively, the “CityCenter (Aria & Vdara) B Notes” and, together with the CityCenter (Aria & Vdara) Senior Notes, the “CityCenter (Aria & Vdara) Whole Loan”). The CityCenter (Aria & Vdara) Mortgage Loan is evidenced by the non-controlling Notes A-9-1, A-13 and A-14, with an aggregate original principal amount of $75,000,000. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The CityCenter (Aria & Vdara) Whole Loan” and “Pooling and Servicing Agreement” in the prospectus.

CityCenter (Aria & Vdara) Whole Loan Summary
Note Original Balance Cut-off Date Balance Note Holder  Controlling Note
A-1 $779,120,000 $779,120,000 BX 2025-ARIA Yes
A-2 $389,560,000 $389,560,000 BX 2025-ARIA No
A-3 $389,560,000 $389,560,000 BX 2025-ARIA No
A-4 $389,560,000 $389,560,000 BX 2025-ARIA No
A-5-1 $54,000,000 $54,000,000 JPMorgan Chase Bank, National Association(1) No
A-5-2 $2,000,000 $2,000,000 JPMorgan Chase Bank, National Association(1) No
A-6 $40,000,000 $40,000,000 BMO 2025-5C13 No
A-7 $48,000,000 $48,000,000 BANK5 2026-5YR20(4) No
A-8 $48,000,000 $48,000,000 BANK5 2026-5YR20(4) No
A-9-1 $35,000,000 $35,000,000 WFCM 2026-5C8 No
A-9-2 $13,000,000 $13,000,000 JPMorgan Chase Bank, National Association(1) No
A-10 $30,000,000 $30,000,000 Citi Real Estate Funding Inc.(1) No
A-11 $25,000,000 $25,000,000 BBCMS 2026-5C40(2) No
A-12 $25,000,000 $25,000,000 BMARK 2026-V20(3) No
A-13 $20,000,000 $20,000,000 WFCM 2026-5C8 No
A-14 $20,000,000 $20,000,000 WFCM 2026-5C8 No
A-15 $25,000,000 $25,000,000 BBCMS 2026-5C40(2) No
A-16 $25,000,000 $25,000,000 BMARK 2026-V20(3) No
A-17 $25,000,000 $25,000,000 German American Capital Corporation(1) No
A-18 $25,000,000 $25,000,000 German American Capital Corporation(1) No
A-19 $20,000,000 $20,000,000 German American Capital Corporation(1) No
A-20-1 $25,000,000 $25,000,000 BMARK 2026-V20(3) No
A-20-2 $25,000,000 $25,000,000 Goldman Sachs Mortgage Company(1) No
A-21 $30,000,000 $30,000,000 Goldman Sachs Mortgage Company(1) No
A-22 $25,000,000 $25,000,000 BBCMS 2026-5C40(2) No
A-23 $10,000,000 $10,000,000 Goldman Sachs Mortgage Company(1) No
A-24 $5,000,000 $5,000,000 Goldman Sachs Mortgage Company(1) No
B-1 $360,880,000 $360,880,000 BX 2025-ARIA No
B-2 $180,440,000 $180,440,000 BX 2025-ARIA No
B-3 $180,440,000 $180,440,000 BX 2025-ARIA No
B-4 $180,440,000 $180,440,000 BX 2025-ARIA No
Whole Loan $3,450,000,000 $3,450,000,000

 

(1)Expected to be contributed to one or more future securitization transactions or may otherwise be transferred at any time.
(2)Notes A-11, A-15 and A-22 are expected to be contributed to the BBCMS 2026-5C40 securitization, which is expected to close on or about February 12, 2026.
(3)Notes A-12, A-16 and A-20-1 are expected to be contributed to the BMARK 2026-V20 securitization, which is expected to close on or about February 23, 2026.
(4)Notes A-7 and A-8 are expected to be contributed to the BANK5 2026-5YR20 securitization, which is expected to close on or about February 19, 2026.

The Borrowers and the Borrower Sponsor. The borrowers for the CityCenter (Aria & Vdara) Properties are, with respect to the Aria, Ace A PropCo LLC, a Delaware limited liability company, and, with respect to the Vdara, Ace V PropCo LLC, a Delaware limited liability company (collectively the “Borrowers”).

The Borrowers own the fee interest in the CityCenter (Aria & Vdara) Properties and have leased the CityCenter (Aria & Vdara) Properties to a subsidiary of MGM pursuant to the Master Lease. The Borrowers, together with the MGM Tenant, are collectively referred to as the “WholeCo”.

The Properties. The CityCenter (Aria & Vdara) Properties are located in CityCenter, a 76-acre, mixed-use development located on South Las Vegas Boulevard (the “Las Vegas Strip”) in Las Vegas, Nevada, and are comprised of 5,349 keys, over 20 food and beverage (“F&B”) outlets, approximately 150,000 SF of casino space, as well as various other retail, entertainment and amenity offerings.

In October 2021, MGM consolidated its then ownership of the CityCenter (Aria & Vdara) Properties by acquiring a 50% non-controlling interest in the CityCenter (Aria & Vdara) Properties from Infinity World for a purchase price of approximately $2.125 billion ($397,271 per key). Concurrently, MGM entered into a sale-leaseback transaction with Blackstone Real Estate Partners IX L.P. (“Blackstone”), pursuant to which the Borrowers acquired the fee

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

31

Hospitality – Full Service Loan #1 Cut-off Date Balance:   $75,000,000
3730 South Las Vegas Boulevard and CityCenter (Aria & Vdara) Cut-off Date LTV:   36.2%
2600 West Harmon Avenue   UW NCF DSCR:   4.46x
Las Vegas, NV 89158   UW NOI Debt Yield:   24.8%

interest in the CityCenter (Aria & Vdara) Properties from MGM for approximately $3.9 billion ($727,239 per key), inclusive of a $763.4 million equity investment from Blackstone, and simultaneously leased the CityCenter (Aria & Vdara) Properties to the OpCo pursuant to the Master Lease. 

The Master Lease has an initial term of 30 years expiring in 2051, with three, 10-year renewal options and no termination options. The Borrowers are entitled to a current Master Lease rent of approximately $232.7 million per annum (the “Master Rent” or “PropCo EBITDA”), which is structured with 2.0% escalations through 2036. Thereafter, the escalation will be the greater of 2.0% or the consumer price index, capped at 3.0% per annum.

In addition to the cash flow generated by the CityCenter (Aria & Vdara) Properties, the Master Lease is structured with a corporate guaranty for all lease obligations from MGM (the “MGM Master Lease Guaranty”), a globally recognized and publicly traded company with a market cap of approximately $10.3 billion as of December 2025. The Master Lease and the MGM Master Lease Guaranty have been collaterally assigned to the lender. Moreover, the MGM Tenant is required to post a reserve in the amount of one year’s then current Master Rent if (i) both earnings before interest, taxes, depreciation, amortization and rent (“EBITDAR”) to Master Rent coverage falls below 1.60x and MGM’s market cap declines below $6.0 billion or (ii) both MGM is no longer listed on a major stock exchange and EBITDAR to Master Rent declines below a 2.0x coverage.

The Master Lease requires an ongoing capital expenditure (“CapEx”) reserve equal to 1.5% of revenues and a minimum CapEx spend based on a five-year rolling schedule equal to: (a) 4.0% of revenues for years one through five, (b) 2.5% of revenues for years six through ten, (c) 3.0% of revenues for years 11 through 20 and (d) 3.5% of revenues for years 21 and thereafter. The estimated CapEx spend during the term of the CityCenter (Aria & Vdara) Whole Loan based on the contractually required spend is approximately $498.8 million ($93,252 per room).

Since the prior securitization in 2021, the CityCenter (Aria & Vdara) Properties have rapidly recovered from the COVID-19 pandemic, achieving record performance as evidenced by TTM September 2025 occupancy, ADR, RevPAR and EBITDAR increases of approximately 69.3%, 46.5%, 148.1% and 124.0%, respectively. The CityCenter (Aria & Vdara) Properties had an overall EBITDAR of approximately $287.3 million as of TTM August 2021 and approximately $635.4 million as of TTM September 2025.

The Aria. Located in the heart of CityCenter on the Las Vegas Strip, the Aria is a premier, full-service luxury resort and casino spanning approximately 61.4 acres. The Aria comprises 4,002 guest rooms and suites, including 17 exclusive villas, distributed across a 61-story main tower that offers sweeping views of the Las Vegas Strip and the surrounding cityscape. The Aria is renowned for its award-winning hospitality, having received the AAA Five Diamond and Forbes Travel Guide Five-Star Awards, as well as seven additional Forbes Travel Guide distinctions. The Aria was designed with sustainability in mind, achieving LEED Gold certification and incorporating advanced energy and water efficiency measures. Entertainment options include the JEWEL Nightclub, a 24,000 SF venue featuring world-class DJs, as well as the Aria Fine Art Collection. Additional amenities include concierge services, a business center and direct access to the Las Vegas tram system.

The Aria offers a diverse mix of over 4,000 guest rooms, including 3,436 deluxe rooms, 258 recently renovated tower suites, 291 Sky Suites (as defined below) and 17 villas. Rooms average 638 SF and feature advanced technology, keyless entry and voice-activated controls in select suites. The “Sky Suites” are a Forbes Five-Star rated, hotel-within-a-hotel, offering exclusive luxury, personalized service and enhanced amenities for discerning guests, including private check-in, dedicated elevators, access to a private lounge with complimentary food/drinks and the secluded Sky Pool, all in spacious, modern suites with separate living areas and spa-like bathrooms. The Sky Suites provide an elevated experience with perks like luxury airport transfers, butler service and priority access to dining. As of TTM September 2025, the Aria maintained an occupancy rate of 94.2%, with an ADR of $346.79 and RevPAR of $326.83.

The Aria’s casino floor spans approximately 150,000 SF, featuring a comprehensive selection of 1,940 slot machines, 145 table games, a high-limit lounge and a racing and sports book catering to both casual and experienced players. Gaming revenue accounted for 30.8% of the Aria’s total property revenues as of TTM September 2025, reflecting a shift toward more durable, non-gaming demand drivers. Nominal gaming revenue grew approximately 31% at the Aria between 2019 and 2024.

The Aria offers over 500,000 SF of convention and meeting space, complemented by seven ballrooms, 51 meeting rooms and a dedicated event planning team. Dining options include over 20 F&B outlets, ranging from upscale, Michelin-starred and celebrity chef-driven restaurants such as Carbone, CATCH, Jean Georges Steakhouse, Bardot Brasserie and Blossom, to a variety of casual and quick-serve concepts. Additionally, Gymkhana, London’s two Michelin starred Indian restaurant, opened its first U.S. location at the Aria in December of 2025 and is expected to drive continued growth in the F&B segment. Additional amenities include a 215,000 SF pool deck with four pools and 12,000 SF of cabanas, a Forbes Five-Star spa and salon, the Aria Fine Art Collection and direct access to luxury retail and entertainment venues.

The Vdara. Located adjacent to the Aria within CityCenter, the Vdara is a luxury, non-gaming, all-suite hotel distinguished by its modern crescent design. The 57-story tower features 1,495 guest suites and offers a tranquil, smoke-free environment with direct access to the Las Vegas Strip. The Vdara is recognized for its upscale accommodations and LEED Gold-certified design, providing a sophisticated retreat within the vibrant CityCenter ecosystem. The Vdara features approximately 16,500 SF of meeting and event space, including a 3,923 SF grand ballroom and the flagship Silk Road meeting space which accommodates up to 200 guests and features a private dining room. Amenities include a two-level wellness spa, a rooftop pool with cabanas and daybeds, a state-of-the-art fitness center and a curated selection of luxury retail outlets. The Vdara offers seamless connectivity to the Aria, Bellagio and other CityCenter attractions via the express tram.

The Vdara’s 1,495 suites include deluxe, premium, luxury and premier options, with average room sizes of 660 SF. Suites feature open floor plans, horizontal windows with city and mountain views and fully equipped gourmet kitchens with designer appliances. As of TTM September 2025, the Vdara reported an occupancy rate of 94.2%, ADR of $328.90 and RevPAR of $309.68, reflecting strong demand for upscale, non-gaming accommodations on the Las Vegas Strip.

The Vdara offers a selection of premium dining options, including Elements, Maceoo Paris, Terrene and Radiance, as well as in-suite dining and access to the Aria’s extensive restaurant portfolio. The Vdara Spa & Salon spans two floors and features 11 treatment rooms, sauna, steam rooms, hot plunges and heated chaise loungers. The rooftop pool deck offers panoramic views, private cabanas and a relaxing retreat for guests. A state-of-the-art fitness center and luxury retail outlets complete the guest experience.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

32

Hospitality – Full Service Loan #1 Cut-off Date Balance:   $75,000,000
3730 South Las Vegas Boulevard and CityCenter (Aria & Vdara) Cut-off Date LTV:   36.2%
2600 West Harmon Avenue   UW NCF DSCR:   4.46x
Las Vegas, NV 89158   UW NOI Debt Yield:   24.8%

The Market. The CityCenter (Aria & Vdara) Properties are located on the Las Vegas Strip within the master planned CityCenter in Las Vegas, Nevada. Las Vegas is one of the top three destinations in the United States for business conventions and a national leader in the hospitality industry, claiming three AAA Five Diamond hotels. According to a third party research report, hotel fundamentals in Las Vegas have considerably strengthened since the easing of COVID-19 impacts in 2021 with average ADR and average RevPAR increasing from 2019 to 2025 (through September) by approximately 56.1% and 48.1%, respectively. In 2024, Las Vegas welcomed approximately 41.7 million visitors, marking a 2.1% increase over 2023 and the fourth consecutive year of growth since the COVID-19 pandemic while slightly trailing it’s 2019 levels by approximately 2.0%. Las Vegas’ monthly visitor trend through 2025 (through September) is tracking 2019, with the average monthly visitor count reaching approximately 3.2 million compared to 2019’s monthly average of 3.5 million.

According to a third party research report, gaming revenue has been decreasing as an overall percentage of Las Vegas Strip revenue. Nominal gaming revenue grew approximately 31.0% from 2019 to 2024, while the monthly average gaming revenue grew approximately 30.6% from 2019 to 2025 (as of September). Gaming revenue has been strong strip-wide while hotels have continued to diversify revenue sources.

The introduction of professional sports and certain key entertainment attractions in recent years has accelerated non-gaming driven demand, propelling long-term sustainable gains in market performance. Las Vegas welcomed its first professional sports team in 2017, just a year after the T-Mobile Arena finished construction. The National Hockey League expansion team boasts the highest average attendance in the league, with roughly 18,000 fans each game. Additionally, the state-of-the-art, $1.9 billion Allegiant Stadium opened in 2020 to the National Football League’s Las Vegas Raiders. The team has helped to boost Sunday demand at hotels, a historically weak night, along with additional demand from year round events. The 65,000-seat stadium is walking distance from the Las Vegas Strip and hosts concerts, exhibitions and sporting events. Over the first five years of its existence, the stadium has helped to draw more than six million guests to over 700 events.

The Sphere, which opened in 2023, is the largest LED display in the world, measuring 366 feet high and 516 feet wide. Development was estimated to cost approximately $2.3 billion, making it the most expensive entertainment venue built in the Las Vegas valley. The groundbreaking entertainment venue has quickly become one of the most recognizable landmarks in Las Vegas. With seating capacity of up to 18,600 people, it combines cutting-edge visuals and sound with a striking exterior made of 1.2 million LED lights. In 2024, the Sphere grossed $420.5 million off of 1.3 million concert tickets sold, ranking as the top-grossing venue of any size that year.

Las Vegas will host the Formula 1 Las Vegas Grand Prix annually through 2032, with the inaugural race held in November 2023, and the Oakland Athletics Major League Baseball team plans to move to Las Vegas, with a new $2.0 billion, 33,000-seat stadium expected to be completed by 2028.

The following table presents certain information relating to the Occupancy, ADR and RevPAR of properties along the Las Vegas Strip:

Las Vegas Strip Hotel Occupancy, ADR and RevPAR(1)
Year Occupancy ADR RevPAR
YTD Oct 2025 83.7% $195.34 $163.50
2024 86.4% $206.12 $178.09
2023 86.2% $204.42 $176.21
2022 81.6% $182.11 $148.60

 

(1)Source: Appraisal.

Appraisal. According to the appraisal, the CityCenter (Aria & Vdara) Properties had a “hypothetical – fee simple” appraised value of $7,032,800,000 as of November 25, 2025, based on the hypothetical condition that the CityCenter (Aria & Vdara) Properties are not subject to the Master Lease, and an “as is – leased fee” appraised value of $4,450,000,000 as of November 25, 2025. The table below shows the appraisal’s “hypothetical – fee simple” conclusions:

Appraisal Valuation Summary
Property Appraised Value Capitalization Rate Appraisal Approach
The Aria – Hypothetical Fee Simple $6,375,000,000(1) 8.50% Income Capitalization Approach
The Vdara – Hypothetical Fee Simple $657,800,000(1) 7.43% Income Capitalization Approach
Leased Fee $4,450,000,000 5.25% Income Capitalization Approach

 

Source: Appraisal.

(1)Represents the WholeCo Appraised Value. The CityCenter (Aria & Vdara) Whole Loan is not secured by the MGM Tenant’s leasehold interests in the CityCenter (Aria & Vdara) Properties but is secured by the Borrowers’ rights under the Master Lease.

Environmental Matters. According to the Phase I environmental site assessment dated December 3, 2025, there was no evidence of any recognized environmental conditions at the CityCenter (Aria & Vdara) Properties.

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

33

Hospitality – Full Service Loan #1 Cut-off Date Balance:   $75,000,000
3730 South Las Vegas Boulevard and CityCenter (Aria & Vdara) Cut-off Date LTV:   36.2%
2600 West Harmon Avenue   UW NCF DSCR:   4.46x
Las Vegas, NV 89158   UW NOI Debt Yield:   24.8%

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the underwritten net cash flow at the CityCenter (Aria & Vdara) Properties:

Cash Flow Analysis(1)(2)
2022 2023 2024 9/30/2025 TTM UW(3) UW per Room(3)(4)
Occupancy 89.0% 93.4% 95.2% 94.2% 94.8%
ADR(4) $300.03 $335.10 $340.58 $328.90 $336.06
RevPAR $267.00 $312.90 $324.22 $309.68 $318.44
Room Revenue $521,516,805 $613,499,702 $637,872,265 $606,971,605 $621,725,603 $116,232
Food & Beverage $408,775,407 $445,587,845 $468,136,267 $443,366,197 $465,422,092 $87,011
Club Membership $398,416,803 $379,429,580 $363,767,670 $445,674,245 $428,910,321 $80,185
Other Departmental Income(5)

$115,087,855

$115,820,055

$111,693,386

$115,354,233

$113,733,501

$21,263

Total Revenue $1,443,796,870 $1,554,337,182 $1,581,469,587 $1,611,366,280 $1,629,791,517 $304,691
Room Expense $151,452,587 $169,988,158 $185,046,225 $183,986,680 $188,651,419 $35,269
Food & Beverage Expenses $280,374,257 $330,729,810 $341,847,365 $328,631,653 $345,361,697 $64,566
Club Membership Expense $172,516,951 $198,058,944 $198,607,896 $198,748,960 $197,812,779 $36,981
Other Departmental Expense(5) $42,444,516 $45,389,779 $45,077,711 $46,914,540 $46,305,073 $8,657
Total Departmental Expenses $646,788,311 $744,166,692 $770,579,198 $758,281,833 $778,130,967 $145,472
Gross Operating Income $797,008,559 $810,170,490 $810,890,390 $853,084,447 $851,660,549 $159,219
Administrative and General $63,269,875 $70,348,977 $68,335,109 $64,439,497 $65,217,842 $12,193
Sales and Marketing $32,315,100 $24,130,762 $24,723,051 $18,560,141 $18,779,491 $3,511
Property Operation and Maintenance $22,382,967 $23,366,146 $25,675,346 $25,004,506 $25,269,661 $4,724
Total Undistributed Expenses $117,967,943 $117,845,886 $118,733,506 $108,004,144 $109,266,994 $20,428
Gross Operating Profit $679,040,616 $692,324,605 $692,156,884 $745,080,303 $742,393,555 $138,791
Total Management Fees $64,857,314 $69,873,004 $71,104,350 $72,397,889 $72,698,736 $13,591
Real Estate Taxes $19,280,539 $20,595,325 $21,694,635 $22,156,930 $22,156,930 $4,142
Insurance

$15,577,537

$15,889,993

$15,623,447

$15,138,129

$15,138,129

$2,830

Total Fixed Expenses $34,858,076 $36,485,318 $37,318,082 $37,295,059 $37,295,059 $6,972
Net Operating Income $579,325,226 $585,966,283 $583,734,452 $635,387,355 $632,399,759 $118,228
FF&E $21,656,953 $23,315,058 $23,722,044 $24,170,494 $24,446,873 $4,570
Net Cash Flow $557,668,273 $562,651,225 $560,012,408 $611,216,861 $607,952,887 $113,657
NOI DSCR(6) 4.25x 4.30x 4.28x 4.66x 4.64x
NCF DSCR(6) 4.09x 4.13x 4.11x 4.48x 4.46x
NOI Debt Yield(6) 22.7% 23.0% 22.9% 24.9% 24.8%
NCF Debt Yield(6) 21.9% 22.1% 22.0% 24.0% 23.9%

 

(1)With respect to the Master Lease rent of approximately $232.7 million, the NOI DSCR, NFC DSCR, NOI Debt Yield and NCF Debt Yield based on the principal balance of CityCenter (Aria & Vdara) Whole Loan are 1.26x, 1.26x, 6.75% and 6.75%, respectively.
(2)Financials are inclusive of revenue and expenses from the racing and sports book (“RSB”) operations at the Aria. The revenue and expenses associated with the racing and sports book operations were transferred to BetMGM (an affiliate of MGM) pursuant to the RSB services agreement. The RSB services agreement and any revenue and expenses derived from the RSB operations at the Aria are not a part of the Collateral for the CityCenter (Aria & Vdara) Whole Loan and are excluded from the calculations of EBITDAR and net cash flow. Any revenues or expenses or other amounts from the RSB operations belong to BetMGM. The Borrowers will not receive financial reporting from MGM with respect to the RSB operations and any revenues or expenses derived therefrom. The lender will not be entitled to receive any financial reporting or cash flow information from the RSB operations at the Aria property. However, the terms of the Master Lease provide that, upon the expiration or earlier termination of the Master Lease, which may include a termination of the Master Lease by the Borrowers following a default by MGM thereunder, the RSB services agreement will be terminated at MGM’s cost and expense. Upon such termination, subject to compliance with applicable gaming laws, the Borrowers may elect to operate or engage a separate operator for the RSB operations and collect all or a portion of the revenues and expenses derived from such RSB operations thereafter.
(3)Certain items such as interest expense, interest income, depreciation, amortization, debt service payments and any other non-recurring items were adjusted and/or excluded from the historical presentation and are not considered for purposes of lender’s underwritten cash flow.
(4)Per Room is based on 5,349 rooms.
(5)Other Departmental Income and Other Departmental Expenses consists of retail, entertainment and other departmental revenues and expenses.
(6)Based on the CityCenter (Aria & Vdara) Senior Notes. UW NOI DSCR, UW NCF DSCR, UW NOI Debt Yield and UW NCF Debt Yield are based on the principal balance of the CityCenter (Aria & Vdara) Whole Loan are 3.41x, 3.28x, 18.3% and 17.6%, respectively.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

34

Hospitality – Full Service Loan #1 Cut-off Date Balance:   $75,000,000
3730 South Las Vegas Boulevard and CityCenter (Aria & Vdara) Cut-off Date LTV:   36.2%
2600 West Harmon Avenue   UW NCF DSCR:   4.46x
Las Vegas, NV 89158   UW NOI Debt Yield:   24.8%

Escrows and Reserves. For so long as the CityCenter (Aria & Vdara) Properties are subject to the Master Lease, there are no ongoing reserves required under the CityCenter (Aria & Vdara) Whole Loan documents.

Under the Master Lease, the MGM Tenant will be obligated to make monthly deposits of 1.50% of net revenue at an eligible institution to be used for furniture, fixtures and equipment (“FF&E”) and qualifying capital expenditures (the “OpCo FF&E Reserve Account”). On the origination date, the MGM Tenant granted the Borrowers a security interest in the OpCo FF&E Reserve Account and the Borrowers collaterally assigned the Borrowers’ security interest in the OpCo FF&E Reserve Account to the lender.

Real Estate Taxes – For so long as the CityCenter (Aria & Vdara) Properties are not subject to the Master Lease, on each payment date during the continuance of a Trigger Period (as defined below), the Borrowers are required to deposit 1/12th of an amount which would be sufficient to pay all taxes at least 30 days prior to their respective due dates. If taxes are reserved for or previously paid for by a brand manager pursuant to a brand management agreement or by a casino operator pursuant to a casino management agreement, then the required tax deposits will be reduced on a dollar-for-dollar basis by such amount.

Insurance – For so long as the CityCenter (Aria & Vdara) Properties are not subject to the Master Lease, on each payment date during the continuance of a Trigger Period, insurance deposits are required in an amount equal to 1/12th of an amount which would be sufficient to pay the insurance premium due for the renewal of the coverage afforded by the insurance policies at least 30 days prior to the expiration thereof. If the liability or casualty insurance policy maintained by the Borrowers covering the CityCenter (Aria & Vdara) Properties constitute an acceptable blanket policy, then no insurance deposits are required as described in “Description of the Mortgage Pool—Insurance Considerations” in the prospectus. An acceptable blanket policy was in place at origination. Further, if insurance premiums are reserved for or previously paid for by a brand manager pursuant to a brand management agreement or by a casino operator pursuant to a casino management agreement, then the required insurance deposits will be reduced on a dollar-for-dollar basis by such amount.

Replacement Reserve – For so long as the CityCenter (Aria & Vdara) Properties are not subject to the Master Lease, on each payment date during a Trigger Period, the Borrowers are required to make a deposit equal to (a) 4.0% of net revenue from guest rooms and Borrower-managed F&B operations and (b) 0.5% of all other net revenue (other than non-recurring items), in each case for the calendar month that is two months prior to the calendar month in which the applicable deposit to the Replacement Reserve Fund (as defined in the CityCenter (Aria & Vdara) Whole Loan documents) is to be made (the sum of (a) and (b), the “Replacement Reserve Monthly Deposit”) and if a Trigger Period does not exist, on the first payment date of each calendar quarter, an amount equal to the lesser of (x) the Replacement Reserve Current Year Lookback Deficiency (as defined below) and (y) the Replacement Reserve Five Year Lookback Deficiency (as defined below) (the lesser of (x) and (y), the “Replacement Reserve Quarterly Deposit”), provided that for so long as the CityCenter (Aria & Vdara) Properties are managed by (x) a brand manager pursuant to a brand management agreement and/or (y) a casino operator pursuant to a casino management agreement, the amounts required to be funded as a Replacement Reserve Monthly Deposit or a Replacement Reserve Quarterly Deposit will be reduced on a dollar-for-dollar basis by any amounts deposited into a manager account for replacements, property improvement plan (“PIP”) work or brand-mandated work for the applicable calendar months as set forth in the annual budget and required pursuant to the terms of the brand management agreement and/or casino management agreement if the Borrowers deliver evidence reasonably satisfactory to the lender that such deposit has been made.

“Replacement Reserve Current Year Lookback Deficiency” means an amount equal to (x) the aggregate amount of Replacement Reserve Monthly Deposits which would have been funded from the beginning of the then calendar year to the date of determination had a Trigger Period been in effect for the entirety of such period less (y) the sum of (1) the aggregate amount expended on replacements, PIP work and brand-mandated work during such calendar year to date and (2) the aggregate amount funded into the replacement reserve account during such calendar year to date; provided, if the foregoing calculation results in a negative number, the Replacement Reserve Current Year Lookback Deficiency will be deemed to be zero. 

“Replacement Reserve Five Year Lookback Deficiency” means (i) zero, with respect to any period before December 31, 2025 and (ii) from and after January 1, 2026, an amount equal to (x) 4.0% of net revenue from guest rooms and the Borrower-managed F&B operations and 0.5% of all other net revenues (other than non-recurring items) during the Replacement Reserve Five Year Lookback Period (as defined below) less (y) the sum of (1) the aggregate amount expended on replacements, PIP work and brand mandated work during the Replacement Reserve Five Year Lookback Period (including amounts expended by MGM Tenant pursuant to the express terms and conditions of the Master Lease) and (2) the aggregate amounts funded into the Replacement Reserve Fund (as defined in the CityCenter (Aria & Vdara) Whole Loan documents) during such Replacement Reserve Five Year Lookback Period; provided, if the foregoing calculation results in a negative number, the Replacement Reserve Five Year Lookback Deficiency will be deemed to be zero.

“Replacement Reserve Five Year Lookback Period” means each five year period (on a rolling basis) with the first period commencing on January 1, 2021 and expiring on December 31, 2025 and the second period commencing on January 1, 2022 and expiring on December 31, 2026.

Lockbox and Cash Management. The CityCenter (Aria & Vdara) Whole Loan is subject to a hard lockbox with springing cash management. Unless a Trigger Period is continuing, amounts on deposit in the lockbox account will be disbursed to the Borrowers’ operating account in accordance with the clearing account agreement. After the occurrence and during the continuation of a Trigger Period, at least two times per week, the lockbox bank will be required to sweep funds from the lockbox accounts into the cash management account in accordance with the clearing account agreement and the cash management bank will apply funds on deposit in the order of priority described in the CityCenter (Aria & Vdara) Whole Loan documents, with the remaining excess cash flow to be held as additional collateral for the CityCenter (Aria & Vdara) Whole Loan, subject to the Borrowers’ ability to request disbursements of excess cash flow for certain items set forth in the CityCenter (Aria & Vdara) Whole Loan documents and subject to a cap on reserved excess cash flow in an amount equal to the DSCR Trigger Cure Prepayment Amount (as defined below).

A “Trigger Period” means a period (A) commencing upon the earliest of: (i) a CityCenter (Aria & Vdara) Whole Loan event of default, (ii) an event of default under any mezzanine loan, (iii) a bankruptcy action of the Borrowers or (iv) a DSCR Trigger Event (as defined below) and (B) terminating upon (i) in the event of a Trigger Period pursuant to clause (A)(i) above, no CityCenter (Aria & Vdara) Whole Loan event of default is continuing, (ii) in the event of a Trigger Period pursuant to clause (A)(ii) above, no event of default under such mezzanine loan is continuing, (iii) in the event of a Trigger Period pursuant to clause (A)(iii) above, such bankruptcy action was involuntary and not consented to by the Borrowers and is discharged, stayed or dismissed within 90 days of its filing and (iv) in the event of a Trigger Period pursuant to clause (A)(iv) above, the occurrence of a DSCR Trigger Event Cure (as defined below).

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

35

Hospitality – Full Service Loan #1 Cut-off Date Balance:   $75,000,000
3730 South Las Vegas Boulevard and CityCenter (Aria & Vdara) Cut-off Date LTV:   36.2%
2600 West Harmon Avenue   UW NCF DSCR:   4.46x
Las Vegas, NV 89158   UW NOI Debt Yield:   24.8%

“DSCR Trigger Event” means (i) for so long as the Master Lease is in effect and the Master Lease guarantor is publicly traded, the occurrence of both (a) a DSCR (as defined below) as determined by the lender, of less than 2.00:1.00 (the “Required DSCR”) on any calculation date for the two consecutive calendar quarters immediately preceding the calculation date, based upon the trailing 12-month period immediately preceding such calculation date and (b) the Master Lease guarantor’s market capitalization is less than $6,000,000,000 (the “Market Capitalization Requirement”) for such two consecutive calendar quarters and (ii) for so long as either the Master Lease is not in effect or the Master Lease guarantor is not publicly traded, a DSCR, as determined by the lender, of less than the Required DSCR on any calculation date for the two consecutive calendar quarters immediately preceding the calculation date, based upon the trailing 12-month period immediately preceding such calculation date.

“DSCR Trigger Event Cure” means the occurrence of any of the following: (i) the DSCR, as determined as of the first day of each of two consecutive calendar quarters following the occurrence of the applicable DSCR Trigger Event, is no less than the Required DSCR, (ii) the Borrowers prepay the CityCenter (Aria & Vdara) Whole Loan in an amount equal to the amount of the CityCenter (Aria & Vdara) Whole Loan and any mezzanine loan that if prepaid would result in a DSCR equal to the Required DSCR (the “DSCR Trigger Cure Prepayment Amount”) (provided that in the event of a prepayment pursuant to this clause (ii), the DSCR Trigger Period will cease upon such prepayment without any obligation to wait two consecutive calendar quarters) or, in each case to avoid a Trigger Period from occurring, (iii) the guarantor delivers a guaranty (the “DSCR Trigger Cure Guaranty”) in an amount equal to the DSCR Trigger Cure Prepayment Amount, (iv) the Borrowers deliver cash and/or a letter of credit in an amount equal to the DSCR Trigger Cure Prepayment Amount (the “DSCR Cure Collateral”) or (v) if the Master Lease is in effect and the Master Lease guarantor is publicly traded, the Master Lease guarantor satisfies the Market Capitalization Requirement without any obligation to wait two consecutive calendar quarters. In the event the DSCR Trigger Event Cure is achieved by delivery of the DSCR Cure Collateral or the DSCR Trigger Cure Guaranty to the lender, the applicable DSCR Trigger Period will cease upon delivery of such DSCR Cure Collateral or DSCR Trigger Cure Guaranty to the lender, without any obligation to wait two consecutive calendar quarters.

“DSCR” means the ratio for the period in question in which: (a) the numerator is (x) while the Master Lease is in effect: (i) if there are one or more MGM operating subtenants for an individual property, the sum of (A) the EBITDAR for each relevant MGM operating subtenant for that individual property (or part of it) and (B) the EBITDAR for MGM Tenant (allocated to any individual property or part of it without an MGM operating subtenant) or (ii) if no MGM operating subtenant exists for that individual property, the EBITDAR for the MGM Tenant allocated to that individual property, or (y) if the Master Lease is not in effect, the sum of EBITDAR for each individual property during that period; and (b) the denominator is the total debt service and mezzanine debt service payable during the 12 months following the calculation date.

Subordinate Debt. The subordinate debt (the “CityCenter (Aria & Vdara) Subordinate Loan”) is evidenced by the CityCenter (Aria & Vdara) B Notes in the aggregate original principal balance as of the Cut-off Date of $902,200,000.

The following table presents certain metrics related to CityCenter (Aria & Vdara) Subordinate Loan:

CityCenter (Aria & Vdara) Subordinate Loan
Cut-off Date Balance Interest Rate Whole Loan UW NOI Debt Yield(1) Whole Loan UW NCF Debt Yield(1) Whole Loan UW NOI Debt Yield at Maturity(1) Whole Loan UW NCF DSCR(1) Whole Loan Cut-off Date LTV Ratio(1) Whole Loan Maturity Date LTV Ratio(1)
$902,200,000 5.33423162879628% 18.3% 17.6% 18.3% 3.28x 49.1% 49.1%

 

(1)UW NOI Debt Yield, UW NCF Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio are based on the principal balance of the CityCenter (Aria & Vdara) Whole Loan.

Permitted Future Subordinate or Mezzanine Debt. The Borrowers have a one-time right without the consent of the lender to cause a mezzanine borrower to incur additional indebtedness in the form of one or more mezzanine loans (the “Mezzanine Loan”), subject to satisfaction of certain conditions precedent set forth in the CityCenter (Aria & Vdara) Whole Loan documents, including that no CityCenter (Aria & Vdara) Whole Loan event of default is then continuing and the principal amount of the Mezzanine Loan will in no event exceed the amount which, after giving effect thereto, yields (x) an aggregate LTV ratio not greater than 77.5% and (y) a debt yield not less than 6.75%.

Release of Property. None.

Terrorism Insurance. The Borrowers are required to obtain and maintain property insurance and business interruption insurance for 36 months plus a 12-month extended period of indemnity. Such insurance is required to cover perils of terrorism and acts of terrorism; provided that if the Terrorism Risk Insurance Act of 2002, as extended and modified by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”) or a subsequent statute is in effect and covers both foreign and domestic acts of terror, the provisions of TRIPRA will determine the acts of terrorism for which coverage will be required. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the prospectus.

Preferred Equity. On December 9, 2025, a wholly-owned subsidiary of Realty Income Corporation and affiliates of the borrower sponsor entered into a perpetual preferred equity agreement whereby the Investor LP contributed $800,000,000 in exchange for a preferred equity interest with a preferred return equal to 7.4% per annum, subject to escalations beginning December 9, 2030.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

36

Industrial – Warehouse/Distribution Loan #2 Cut-off Date Balance:   $71,000,000
609 South Kirby Street Kirby Industrial Cut-off Date LTV:   59.0%
Hemet, CA 92545   UW NCF DSCR:   1.28x
    UW NOI Debt Yield:   9.2%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

37

Industrial – Warehouse/Distribution Loan #2 Cut-off Date Balance:   $71,000,000
609 South Kirby Street Kirby Industrial Cut-off Date LTV:   59.0%
Hemet, CA 92545   UW NCF DSCR:   1.28x
    UW NOI Debt Yield:   9.2%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

38

Mortgage Loan No. 2 – Kirby Industrial

Mortgage Loan Information Property Information
Mortgage Loan Seller: CREFI, AREF2 Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/S&P/MDBRS): NR/NR/NR Location: Hemet, CA 92545
Original Balance(1): $71,000,000 General Property Type: Industrial
Cut-off Date Balance(1): $71,000,000 Detailed Property Type: Warehouse/Distribution
% of Initial Pool Balance: 9.3% Title Vesting: Fee
Loan Purpose: Refinance Year Built/Renovated: 2025/NAP
Borrower Sponsors(2): Various Size: 850,640 SF
Guarantors(2): Various Cut-off Date Balance PSF(1): $120
Mortgage Rate: 6.7500% Maturity Date Balance PSF(1): $120
Note Date: 1/29/2026 Property Manager: Newland Investment Management Services LLC (borrower-related)
Maturity Date: 2/6/2031
Term to Maturity: 60 months Underwriting and Financial Information
Amortization Term: 0 months UW NOI: $9,428,789
IO Period: 60 months UW NCF: $8,918,405
Seasoning: 1 month UW NOI Debt Yield(1): 9.2%
Prepayment Provisions(3): L(25),D(28),O(7) UW NCF Debt Yield(1): 8.7%
Lockbox/Cash Mgmt Status: Hard/Springing UW NOI Debt Yield at Maturity(1): 9.2%
Additional Debt Type(1): Pari Passu UW NCF DSCR(1): 1.28x
Additional Debt Balance(1): $31,000,000 Most Recent NOI(6): NAV
Future Debt Permitted (Type): No (NAP) 2nd Most Recent NOI(6): NAV
Reserves(4) 3rd Most Recent NOI(6): NAV
Type Initial Monthly Cap Most Recent Occupancy(6): 100.0% (3/6/2026)
RE Taxes: $797,094 $132,849 NAP 2nd Most Recent Occupancy(6): NAV
Insurance: $369,841 $52,834 NAP 3rd Most Recent Occupancy(6): NAV
Replacement Reserve: $0 $7,089 NAP Appraised Value (as of)(7): $173,000,000 (11/12/2025)
TI/LC Reserve: $0 $35,443 NAP Appraised Value PSF: $203
Other Reserves(5): $3,851,294 Springing NAP Cut-off Date LTV Ratio(1): 59.0%
Maturity Date LTV Ratio(1): 59.0%
Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Whole Loan Amount: $102,000,000 100.0% Loan Payoff: $92,036,855 90.2%
Upfront Reserves: $5,018,228 4.9%
Closing Costs: $2,945,502 2.9%
Return of Equity: $1,999,415 2.0%
Total Sources: $102,000,000 100.0% Total Uses: $102,000,000 100.0%

 

(1)The Kirby Industrial Mortgage Loan (as defined below) is part of a whole loan evidenced by five pari passu promissory notes with an aggregate original principal balance of $102,000,000. The information presented above is based on the Kirby Industrial Whole Loan (as defined below).
(2)The borrower sponsors and non-recourse carveout guarantors are Ezra Danziger, as Trustee of the E Danziger Family Irrevocable Trust, dated July 15, 2022, Paul Reisz, as Investment Trustee and General Trustee of the Reisz Family Irrevocable Trust, dated July 15, 2022, Casey Mungo and Stacina Maxine Mungo, as Trustees of the Mungo Family Trust dated August 14, 2020, Newland Capital Investments, LLC (“Newland Capital Investments”), O5 LE, LLC (“O5 Group”), Reuben Antebi, Ezra Danziger and Paul Reisz.
(3)Defeasance of the Kirby Industrial Whole Loan is permitted at any time after the earlier to occur of (a) the end of the two-year period commencing on the closing date of the securitization of the last promissory note representing a portion of the Kirby Industrial Whole Loan to be securitized and (b) January 29, 2029. The assumed defeasance lockout period of 25 payments is based on the anticipated closing date of the WFCM 2026-5C8 securitization in March 2026. The actual lockout period may be longer.
(4)See the “Escrows and Reserves” section below for further discussion.
(5)Initial Other Reserves are comprised of (i) an outstanding construction expenses reserve of approximately $1,979,142, (ii) a security deposit reserve of approximately $1,056,955, and (iii) a rent abatement reserve of approximately $815,197. Monthly Other Reserves are comprised of a springing construction expenses reserve. See the “Escrows and Reserves” section below for further discussion.
(6)Most recent and historical NOI and historical occupancy information are not available because the Kirby Industrial Property (as defined below) was recently constructed in 2025.
(7)The appraisal also concluded to a “hypothetical as stabilized” value of $177,000,000 and a “hypothetical go dark – investor value” of $149,000,000.

The Mortgage Loan. The second largest mortgage loan (the “Kirby Industrial Mortgage Loan”) is part of a whole loan (the “Kirby Industrial Whole Loan”) evidenced by five pari passu promissory notes with an aggregate original principal amount of $102,000,000. The Kirby Industrial Whole Loan was co-originated by Citi Real Estate Funding Inc. (“CREFI”) and Argentic Real Estate Finance 2 LLC (“AREF2”). The Kirby Industrial Whole Loan is secured by a first priority mortgage on a fee interest in an industrial warehouse/distribution center totaling 850,640 SF located in Hemet, California (the “Kirby Industrial Property”).

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

39

Industrial – Warehouse/Distribution Loan #2 Cut-off Date Balance:   $71,000,000
609 South Kirby Street Kirby Industrial Cut-off Date LTV:   59.0%
Hemet, CA 92545   UW NCF DSCR:   1.28x
    UW NOI Debt Yield:   9.2%

The Kirby Industrial Mortgage Loan is evidenced by the controlling Note A-1 to be contributed by CREFI and the non-controlling Note A-3 and Note A-4 to be contributed by AREF2, with an aggregate original principal balance of $71,000,000. The Kirby Industrial Whole Loan will be serviced pursuant to the pooling and servicing agreement for the WFCM 2026-5C8 transaction. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the prospectus.

Kirby Industrial Whole Loan Summary
Note Original Balance Cut-off Date Balance Note Holder Controlling Note
A-1 $30,000,000 $30,000,000 WFCM 2026-5C8 Yes
A-2(1) $21,000,000 $21,000,000 CREFI No
A-3 $30,000,000 $30,000,000 WFCM 2026-5C8 No
A-4 $11,000,000 $11,000,000 WFCM 2026-5C8 No
A-5(1) $10,000,000 $10,000,000 AREF2 No
Total $102,000,000 $102,000,000

 

(1)Expected to be contributed to one or more future securitization trust(s).

The Borrowers and the Borrower Sponsors. The borrowers are South Kirby A TIC LLC, Ediphin Kirby LLC, Fitref Kirby LLC, NCI Kirby LLC and New CA DC LLC as tenants in common, each a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the borrowers provided a non-consolidation opinion in connection with the origination of the Kirby Industrial Whole Loan.

The borrower sponsors and non-recourse carveout guarantors are Ezra Danziger, as Trustee of the E Danziger Family Irrevocable Trust, dated July 15, 2022, Paul Reisz, as Investment Trustee and General Trustee of the Reisz Family Irrevocable Trust, dated July 15, 2022, Casey Mungo and Stacina Maxine Mungo, as Trustees of the Mungo Family Trust dated August 14, 2020, Newland Capital Investments, O5 Group, Reuben Antebi, Ezra Danziger and Paul Reisz. The guaranty of Ezra Danziger and Paul Reisz in their individual capacities solely covers springing recourse obligations related to bankruptcy of the borrowers and partition of the Kirby Industrial Property.

Ezra Danziger is the chief executive officer and Paul Reisz is the chief commercial officer of Rialto Distribution, LLC (“Rialto Distribution”). Rialto Distribution is a global logistics and transportation company specializing in warehousing and third-party logistics. Founded in 2013, Rialto Distribution operates strategically located facilities in California, New Jersey and Pennsylvania.

Newland Capital Investments is an investor, developer and asset manager of properties designed to service the next generation of e-commerce, omnichannel and distribution companies across the United States. Newland Capital Investments’ properties are strategically located within major U.S. port markets and with buildings specs for tenants focused on expanding their e-commerce and omnichannel experience.

The O5 Group is a multi-faceted firm that is invested in multiple business lines including apparel, finance, logistics, and realty. One of the O5 Group’s apparel business lines is the sole tenant at the Kirby Industrial Property. See “Sole Tenant” below.

The Property. The Kirby Industrial Property consists of an 850,640 SF industrial warehouse and distribution facility located in Hemet, California, which is approximately 85 miles southwest of Los Angeles, California and 85 miles north of San Diego, California. The Kirby Industrial Property was constructed in 2025 and is comprised of one building situated on an approximately 41.9-acre site. The Kirby Industrial Property features 132 dock high doors, four grade-level doors, 40-foot clear heights, and 955 surface parking spaces, with an additional 163 excess trailer parking stalls, resulting in a parking ratio of 1.31 spaces per 1,000 SF. The Kirby Industrial Property includes 845,640 SF of warehouse space and 5,000 SF of office space.

The Kirby Industrial Property was originally fully leased to Rialto Pacific LLC (and such lease was originally guaranteed by Rialto Distribution), which signed a 10-year lease that commenced on October 25, 2025, with no termination options and abated rent through March 2026. Officers of Rialto Distribution, as trustees of certain trusts, have an indirect 30% tenant in common ownership interest in the Kirby Industrial Property. The lease was subsequently assigned on January 29, 2026 to Premium 5 Kids LLC (“5 Star Kids”), which is an affiliate of the O5 Group’s apparel business, 5 Star Apparel, LLC (“5 Star Apparel”). O5 Group also has a 30% indirect ownership interest in the Kirby Industrial Property. According to the borrowers, although 5 Star Kids is the named tenant on the lease, other 5 Star Apparel companies are also expected to operate at the Kirby Industrial Property. According to the borrowers, as of January 29, 2026, the original tenant, Rialto Distribution, was still in occupancy but had commenced winding down its operations. 5 Star Kids and its affiliates are expected to take full occupancy of the Kirby Industrial Property within six to 12 months. There can be no assurance that 5 Star Kids will take occupancy as expected, or at all. In addition, 5 Star Kids has abated rent through March 2026. A Lease Sweep Period (as defined below) will be triggered if 5 Star Kids fails to be in physical occupancy and in possession of 75% of the rentable SF demised under the lease to 5 Star Kids as of December 31, 2026.

Sole Tenant.

5 Star Kids (850,640 SF, 100.0% of NRA, 100.0% of UW Rent). 5 Star Kids is an affiliate of 5 Star Apparel which is a privately-owned fashion group headquartered in New York City with a portfolio of global brands in the men’s, women’s and children’s apparel categories. 5 Star Kids and its affiliates manufacture goods on behalf of fashion brands via licensing agreements and currently have licensing agreements with 17 brands, including Champion, Lands’ End, Quicksilver, Wranglers, and Eddie Bauer. The 5 Star Kids Lease (as defined below) is guaranteed by 5 Star Apparel.

According to the borrowers, Rialto Distribution manages all of 5 Star Apparel’s U.S. distribution operations (and is expected to do so at the Kirby Industrial Property), with 5 Star Apparel entities paying operating costs (rent, labor, utilities, supplies, etc.) and paying Rialto Distribution a management fee. According to the borrowers, Rialto Distribution separately funds the warehouse management system platform and senior operational leadership.

5 Star Kids leases 100.0% of net rentable area (“NRA”) at the Kirby Industrial Property with a lease term through October 2035 with two, five-year renewal options and no termination options.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

40

Industrial – Warehouse/Distribution Loan #2 Cut-off Date Balance:   $71,000,000
609 South Kirby Street Kirby Industrial Cut-off Date LTV:   59.0%
Hemet, CA 92545   UW NCF DSCR:   1.28x
    UW NOI Debt Yield:   9.2%

The following table presents certain information relating to the sole tenant, 5 Star Kids, at the Kirby Industrial Property:

Tenant Summary(1)

Tenant Name

Credit Rating (Moody’s/ Fitch/S&P)

Tenant SF

Approx. % of SF

Annual UW Rent

% of Total Annual UW Rent

Annual UW Rent PSF

Lease Exp.

Renewal Options

Term. Option (Y/N)

Major Tenants
5 Star Kids(2) NR/NR/NR

850,640

100.0%

$9,782,360

100.0%

$11.50

10/31/2035 2 x 5-year N
Major Tenants Subtotal/Wtd. Avg. 850,640 100.0% $9,782,360 100.0% $11.50
Other Tenants 0 0.0% $0 0.0% $0.00
Occupied Subtotal/Wtd. Avg.

850,640

100.0%

$9,782,360

100.0%

$11.50

Vacant Space 0 0.0%
Total/Wtd. Avg. 850,640 100.0%

 

(1)Based on the underwritten rent roll dated March 6, 2026.
(2)According to the borrowers, as of January 29, 2026, the original tenant, Rialto Distribution, was still in occupancy but had commenced winding down its operations. 5 Star Kids and its affiliates are expected to take full occupancy of the Kirby Industrial Property within six to 12 months. There can be no assurance that 5 Star Kids will take occupancy as expected, or at all. 5 Star Kids has abated rent through March 2026, however, $815,197 was deposited on the Kirby Industrial Whole Loan origination date into a rent abatement reserve, to simulate payment of March 2026 rent under the 5 Star Lease (as defined below).

The following table presents certain information relating to the lease rollover schedule at the Kirby Industrial Property:

Lease Rollover Schedule(1)(2)

Year

# of Leases Rolling

SF Rolling

Approx. % of SF Rolling

Approx. Cumulative % of SF Rolling

Total UW Rent Rolling

Approx. % of Total UW Rent Rolling

Approx. Cumulative % of Total UW Rent Rolling

UW Rent PSF Rolling

MTM/2026 0 0 0.0% 0.0% $0 0.0% 0.0% $0.00
2027 0 0 0.0% 0.0% $0 0.0% 0.0% $0.00
2028 0 0 0.0% 0.0% $0 0.0% 0.0% $0.00
2029 0 0 0.0% 0.0% $0 0.0% 0.0% $0.00
2030 0 0 0.0% 0.0% $0 0.0% 0.0% $0.00
2031 0 0 0.0% 0.0% $0 0.0% 0.0% $0.00
2032 0 0 0.0% 0.0% $0 0.0% 0.0% $0.00
2033 0 0 0.0% 0.0% $0

0.0%

0.0% $0.00
2034 0 0 0.0% 0.0% $0 0.0% 0.0% $0.00
2035 1 850,640 100.0% 100.0% $9,782,360 100.0% 100.0% $11.50
2036 & Thereafter 0 0 0.0% 100.0% $0 0.0% 100.0% $0.00
Vacant 0 0 0.0% 100.0% $0 0.0% 100.0% $0.00
Total/Wtd. Avg. 1 850,640 100.0% $9,782,360 100.0% $11.50

 

(1)Information is based on the underwritten rent roll dated March 6, 2026.
(2)Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the related lease and are not considered in the lease rollover schedule.

The Market. The Kirby Industrial Property is located at 609 South Kirby Street in Hemet, California, approximately 85 miles west of Los Angeles, California and 85 miles north of San Diego, California. The Kirby Industrial Property is part of the Riverside-San Bernardino-Ontario, California metropolitan statistical area which according to the appraisal had a 2024 population of 4,720,603 with average household income of $117,499. The Kirby Industrial Property benefits from its proximity to Interstate 10, approximately 14 miles to the north, and Interstate 215, approximately 12 miles to the west of the Kirby Industrial Property.

According to a third-party market research report, the Kirby Industrial Property is located within the Beaumont / Hemet industrial submarket of the Riverside-San Bernardino-Ontario, California metropolitan statistical area. As of January 28, 2026, the Beaumont / Hemet industrial submarket had inventory of 15,225,331 SF, a vacancy rate of 1.1%, and average asking rent of $10.98 PSF.

According to the appraisal, the 2024 population within a one-, three- and five-mile radius of the Kirby Industrial Property was 15,508, 94,758 and 172,717, respectively. The 2024 average household income within the same radii was $63,392, $78,356 and $86,166, respectively.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

41

Industrial – Warehouse/Distribution Loan #2 Cut-off Date Balance:   $71,000,000
609 South Kirby Street Kirby Industrial Cut-off Date LTV:   59.0%
Hemet, CA 92545   UW NCF DSCR:   1.28x
    UW NOI Debt Yield:   9.2%

The following table presents certain information relating to comparable industrial leases with respect to the Kirby Industrial Property:

Market Rental Comparables(1)
Property Name/Address

Distance from Subject

Year Built NRA (SF) Clear Heights Tenant Suite Size (SF) Lease Commencement Lease Term (yrs) Rent (PSF)
Kirby Industrial - 2025 850,640(2) 40.0' 5 Star Kids(2) 850,640(2) Oct-25(2) 10(2) $11.50(2)
Core 5 Menifee
26250 Sherman Road
Menifee, CA
10 mi 2026 1,046,539 42.0' NAV 1,046,539 Nov-25 10.0 $13.80

Perris Logistics Center North
801 South Redlands Avenue

Perris, CA

13 mi 2025 1,018,178 42.0' Lowe’s Home Center, LLC 1,018,178 Apr-25 10.4 $14.39
Perris Gateway
3690 Webster Avenue
Perris, CA
16 mi 2025 855,330 40.0' Komar Distribution 855,330 Dec-25 15.0 $13.20

Agua Mansa Commerce Center - Amazon
6120 Clinker Drive

Jurupa Valley, CA

30 mi 2023 1,025,132 40.0' Amazon 1,025,132 Jun-24 10.0 $16.20

LogistiCenter at Ontario Ranch
4000 Hamner Avenue

Ontario, CA

37 mi 2024 1,003,918 42.0' Amazon 1,003,918 Jul-24 10.0 $21.00
(1)Source: Appraisal.
(2)Based on the underwritten rent roll dated March 6, 2026. Rent (PSF) represents the underwritten base rent excluding contractual rent steps.

Appraisal. The appraisal concluded to an “as is” value of $173,000,000 as of November 12, 2025, resulting in a Cut-off Date LTV Ratio and Maturity Date LTV Ratio of 59.0% and 59.0%, respectively. The appraisal also concluded to a “hypothetical as stabilized” value of $177,000,000 and a “hypothetical go dark – investor value” of $149,000,000. The “hypothetical as stabilized” value results in a Cut-off Date LTV Ratio and Maturity Date LTV Ratio for the Kirby Industrial Whole Loan of 57.6% and 57.6%, respectively. The “hypothetical go dark – investor value” results in a Cut-off Date LTV Ratio and Maturity Date LTV Ratio for the Kirby Industrial Whole Loan of 68.5% and 68.5%, respectively.

Environmental Matters. According to the Phase I environmental site assessment dated November 26, 2025, there was no evidence of any recognized environmental conditions at the Kirby Industrial Property. 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

42

Industrial – Warehouse/Distribution Loan #2 Cut-off Date Balance:   $71,000,000
609 South Kirby Street Kirby Industrial Cut-off Date LTV:   59.0%
Hemet, CA 92545   UW NCF DSCR:   1.28x
    UW NOI Debt Yield:   9.2%

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the Kirby Industrial Property:

Cash Flow Analysis
UW(1)(2) UW PSF
Base Rent $9,782,360 $11.50
Contractual Rent Steps $0 $0.00
Potential Income from Vacant Space $0 $0.00
Gross Potential Rent $9,782,360 $11.50
Reimbursements $2,750,061 $3.23
Net Rentable Income $12,532,421 $14.73
(Vacancy / Credit Loss) ($438,635) ($0.52)
Effective Gross Income $12,093,786 $14.22
Management Fee $362,814 $0.43
Real Estate Taxes $1,570,858 $1.85
Insurance $603,822 $0.71
Other Operating Expenses(3) $127,503 $0.15
Total Operating Expenses $2,664,997 $3.13
Net Operating Income $9,428,789 $11.08
Replacement Reserves $85,064 $0.10
TI/LC $425,320 $0.50
Net Cash Flow $8,918,405 $10.48
Occupancy (%) 96.5%(4)
NOI DSCR(5) 1.35x
NCF DSCR(5) 1.28x
NOI Debt Yield(5) 9.2%
NCF Debt Yield(5) 8.7%
(1)Historical financial information is not available as the Kirby Industrial Property was recently constructed in 2025 and the sole tenant, 5 Star Kids, at the Kirby Industrial Property subsequently signed a lease in October 2025.
(2)Information is based on the underwritten rent roll dated March 6, 2026.
(3)Other Operating Expenses represent common area maintenance and general & administrative expenses.
(4)UW Occupancy represents economic occupancy.
(5)Metrics are based on the Kirby Industrial Whole Loan.

Escrows and Reserves. At origination of the Kirby Industrial Whole Loan, the borrowers deposited approximately (i) $797,094 into a reserve for real estate taxes, (ii) $369,841 into a reserve for insurance premiums, (iii) $815,197 into a rent abatement reserve, to simulate payment of March 2026 rent under the 5 Star Lease, (iv) $1,979,142 into a construction expenses reserve, to pay retainage and expenses to a construction firm associated with the Remaining Work (as defined below), and (v) $1,056,955 (the “Initial Security Deposit Amount”) into an account relating to security deposits. In the event that the borrowers receive a letter of credit in the Initial Security Deposit Amount in accordance with the requirements of the 5 Star Lease, the borrowers are required to transfer such letter of credit to the name of the lender and deliver it to the lender, and provided no event of default exists under the Kirby Industrial Whole Loan, the lender is required to release the cash deposited in the Initial Security Deposit Amount to the lockbox account. In the event that the borrowers are entitled to draw upon any such letter of credit, the lender is required to re-transfer such letter of credit to the borrowers in trust for the benefit of the lender, in order to allow the borrowers to make such drawing, which is required to be either applied to reduce the debt in such order as the lender elects or be deposited into the security deposit account, and thereafter the borrowers are required to re-transfer the letter of credit to the lender.

“5 Star Lease” means the lease between the borrowers and 5 Star Kids. 

Real Estate Taxes – On each monthly payment date, the borrowers are required to deposit an amount equal to 1/12th of the annual real estate tax payments that the lender estimates will be payable during the next ensuing 12 months into the real estate tax reserve account (initially estimated to be approximately $132,849).

Insurance – On each monthly payment date, the borrowers are required to deposit an amount equal to 1/12th of the amount which would be sufficient to pay the insurance premiums due for the renewal of coverage afforded by the insurance policies into the insurance reserve account (initially estimated to be approximately $52,834). Notwithstanding the foregoing, the borrowers are not required to make such deposit if an acceptable blanket policy is in place. An acceptable blanket policy was not in place at origination of the Kirby Industrial Whole Loan.

Replacement Reserve – On each monthly payment date, the borrowers are required to deposit an amount equal to 1/12th of the product obtained by multiplying $0.10 by the aggregate number of rentable SF at the Kirby Industrial Property (initially approximately $7,089) into a reserve for replacements to the Kirby Industrial Property.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

43

Industrial – Warehouse/Distribution Loan #2 Cut-off Date Balance:   $71,000,000
609 South Kirby Street Kirby Industrial Cut-off Date LTV:   59.0%
Hemet, CA 92545   UW NCF DSCR:   1.28x
    UW NOI Debt Yield:   9.2%

TI/LC Reserve – On each monthly payment date the borrowers are required to deposit an amount equal to 1/12th of the product obtained by multiplying $0.50 by the aggregate number of rentable SF at the Kirby Industrial Property (initially approximately $35,443) into a reserve for future tenant improvements and leasing commissions.

Security Deposit Reserve – In addition to the deposit of the Initial Security Deposit Amount, the borrowers are required to deposit into the security deposit account any other security deposits made under leases at the Kirby Industrial Property.

Construction Expenses Reserve – In the event that the Remaining Work is not substantially completed prior to July 29, 2026, the borrowers are required to deposit an amount equal to 125% of the costs to complete the Remaining Work, as determined by the lender, into the construction and remaining work reserve account.

The “Remaining Work” is construction work at the Kirby Industrial Property identified in a schedule to the related Kirby Industrial Whole Loan agreement, and includes installation of 100 linear feet of storm drain connection, concrete driveway approach, asphalt pavement of approximately 40’ by 60’ in two separate locations and final inspections and punch list by the City of Hemet. The borrowers have represented that as of the origination date of the Kirby Industrial Whole Loan, the total of the unpaid costs related to the Remaining Work is approximately $417,389.

Lockbox and Cash Management. The Kirby Industrial Whole Loan is structured with a hard lockbox and springing cash management. The borrowers were required at origination of the Kirby Industrial Whole Loan to deliver direction letters to the sole tenant at the Kirby Industrial Property, 5 Star Kids, directing it to pay rent and other sums due to the lender-controlled lockbox account. Without limiting the foregoing, if the borrowers or property manager receive any rents, they are required to deposit them into the lender-controlled lockbox account within two business days after receipt. All funds deposited into the lockbox account are required to be transferred daily to the borrowers’ operating account unless a Cash Management Period (as defined below) exists, in which case all such funds will be required to be swept daily to a cash management account under the control of the lender to be applied and disbursed in accordance with the Kirby Industrial Whole Loan documents, and all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the Kirby Industrial Whole Loan documents are required to be deposited in an excess cash flow reserve account as additional collateral for the Kirby Industrial Whole Loan; provided that so long as no event of default exists; (i) if a Lease Sweep Period is continuing, the borrowers will have the right, subject to the lender’s reasonable approval, to reallocate funds from the excess cash flow reserve to the TI/LC reserve, and (ii) at the borrowers’ request, the funds in the excess cash flow reserve account may be applied to pay budgeted monthly expenses and approved additional expenses. Upon the cure of the applicable Cash Management Period, so long as no other Cash Management Period exists, the lender is required to return any amounts remaining on deposit in the excess cash flow reserve account to the borrowers. Upon an event of default under the Kirby Industrial Whole Loan documents, the lender may apply funds to the debt in such priority as it may determine.

A “Cash Management Period” means a period (A) commencing upon the occurrence of any of the following (i) the occurrence and continuance of an event of default under the Kirby Industrial Whole Loan documents, (ii) the commencement of a Lease Sweep Period or (iii) the borrowers failing to deliver to the lender reasonably satisfactory evidence that the Remaining Work has been completed by January 29, 2027; and (B) expiring upon (x) with regard to clause (i) above, the cure (if applicable) of such event of default under the Kirby Industrial Whole Loan documents, the lender’s acceptance of such cure (the lender has no obligation to accept a cure of an event of default) and no other event of default has occurred and is continuing, (y) with regard to clause (ii) above, the Lease Sweep Period ceasing to exist or (z) with regard to clause (iii) above, the borrowers deliver reasonably satisfactory evidence that the Remaining Work has been completed.

A “Lease Sweep Period” will commence upon the occurrence of any of the following:

(i) any Lease Sweep Lease (as defined below), or any material portion thereof, is surrendered, cancelled or terminated prior to its then current expiration date (including, without limitation, a rejection of a Lease Sweep Lease in any bankruptcy of similar insolvency proceeding) or any Lease Sweep Lease fails to be in full force and effect;

(ii) any tenant under a Lease Sweep Lease gives written notice of its intention to terminate, surrender or cancel its Lease Sweep Lease (or any material portion thereof);

(iii) any tenant under a Lease Sweep Lease fails to operate in and be in actual, physical possession of the space demised under the Lease Sweep Lease (unless such portion of the premises is being renovated and/or repaired, with the tenant planning to re-occupy upon completion of the same);

(iv) the occurrence of (x) a monetary default under any Lease Sweep Lease by the applicable tenant beyond any applicable notice and cure periods or (y) a material non-monetary default under any Lease Sweep Lease by the applicable tenant beyond any applicable notice and cure periods and such material non-monetary default would permit the borrowers to terminate the Lease Sweep Lease;

(v) the occurrence of certain bankruptcy or insolvency events with respect to a tenant under a Lease Sweep Lease, its parent entity or its lease guarantor; provided, however, a Lease Sweep Period will not be deemed to commence if such event was caused by or on account of one or more of the O5 Guarantors (as defined below) that are then a debtor in a bankruptcy proceeding (each, a “BK Lease Guarantor” and collectively, the BK Lease Guarantors”) and (a) such BK Lease Guarantor(s) contributed in the aggregate 10% or less of the O5 Lease Guarantor EBITDA (as defined below) , calculated as of the most recent May 31 using trailing 12-month income and trailing 12-month expenses (provided, however, in the event the initial May 31 during the term of the Kirby Industrial Whole Loan has not yet occurred, such calculation will be based on the financial statements provided to the lender in connection with origination of the Kirby Industrial Whole Loan), (b) the O5 Lease Guarantor EBITDAR Ratio (as defined below) is greater than 6.0x, as of the most recent calendar quarter using trailing 12-month income and trailing 12-month expenses, (c) the O5 Lease Guarantor Debt to EBITDA Ratio (as defined below) is less than 4.0x, as calculated as of the most recent calendar quarter using trailing 12-month income and trailing 12-month expenses and (d) this was the first occurrence of such a bankruptcy or insolvency event caused by or on account of one or more of the O5 Guarantors;

(vi) the tenant under the 5 Star Lease or any replacement lease failing to be in physical possession of 75% of the rentable SF demised under the 5 Star Lease as of December 31, 2026, as certified in an officer’s certificate delivered by the borrowers;

(vii) the failure of the O5 Guarantors to maintain an O5 Lease Guarantor EBITDAR Ratio of 4.0x or greater, as calculated on each May 31 using trailing 12-month income and trailing 12-month expenses;

(viii) the failure of the O5 Guarantors to maintain an O5 Lease Guarantor Debt to EBITDA Ratio equal to or less than 5.50x, as calculated on each May 31 using trailing 12-month income and trailing 12-month expenses;

(ix) at all times from and after February 6, 2030, unless the O5 Guarantors have maintained (x) an O5 Lease Guarantor EBITDAR Ratio of 6.0x or greater and (y) an O5 Lease Guarantor Debt to EBITDA Ratio of less than 4.0x, each as calculated as of the most recent calendar quarter using trailing 12-month income and trailing 12-month expenses; or

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

44

Industrial – Warehouse/Distribution Loan #2 Cut-off Date Balance:   $71,000,000
609 South Kirby Street Kirby Industrial Cut-off Date LTV:   59.0%
Hemet, CA 92545   UW NCF DSCR:   1.28x
    UW NOI Debt Yield:   9.2%

(x) at all times from and after August 6, 2030, unless the borrowers deposit with the lender on August 6, 2030 the amount of excess cash flow expected to be generated from the operation of the Kirby Industrial Property from August 6, 2030 until the stated maturity date of the Kirby Industrial Whole Loan, as determined by the lender, which amount is required to be held by the lender as cash collateral for the Kirby Industrial Whole Loan.

A “Lease Sweep Period” will end upon the earlier to occur of any of the following: 

(1) with respect to clause (ii) above, either (a) the applicable tenant revoked or rescinded in writing the notice giving rise to such Lease Sweep Period and re-affirmed its lease as being in full force and effect or (b) a new lease to a new third party tenant in replacement thereof has been entered into in accordance with the Kirby Industrial Whole Loan documents, and (x) there are no tenant improvement obligations of the borrowers and/or free rent unless such funds are reserved with the lender or (y) such tenant is fully operating in its space and paying full unabated rent (i.e. with no remaining tenant improvement obligations of the borrowers and/or free rent);

(2) with respect to clause (i) or (iii) above (as applicable), the lender’s receipt of satisfactory evidence that the applicable vacant or dark tenant space is leased, the tenant is fully operating in its space demised under the applicable lease and the tenant is paying full unabated rent (i.e. with no remaining tenant improvement obligations of the borrowers and/or free rent);

(3) with respect to clause (iv) above, the lender has received satisfactory evidence that the default under the Lease Sweep Lease has been cured;

(4) with respect to clause (v) above, if (x) the applicable bankruptcy or insolvency proceeding has been dismissed or (y) the applicable Lease Sweep Lease has been affirmed pursuant to a final, non-appealable order of a court of competent jurisdiction;

(5) with respect to clause (vi) above, the tenant under the 5 Star Lease or any replacement lease being in physical possession of 75% of the rentable SF demised under the 5 Star Lease, as certified in an officer’s certificate delivered by the borrowers, as of any subsequent calendar quarter during the term;

(6) with respect to clause (vii) above, the O5 Guarantors achieving an O5 Lease Guarantor EBITDAR Ratio of 4.0x or greater, as calculated on a subsequent May 31 using trailing 12-month income and trailing 12-month expenses; or

(7) with respect to clause (viii) above, O5 Guarantors achieving an O5 Lease Guarantor Debt to EBITDA Ratio equal to or less than 5.50x, as calculated on a subsequent May 31 using trailing 12-month income and trailing 12-month expenses.

“Lease Sweep Lease” means (x) the 5 Star Lease or (y) any lease in replacement of the 5 Star Lease (or a portion thereof) that, either individually or when taken together with any other lease with the same tenant or its affiliates, and assuming the exercise of all expansion rights and preferential rights to lease additional space contained in such lease (a) covers 170,128 or more rentable SF of the Kirby Industrial Property or (b) has a gross annual rent of more than 20.0% of the total annual rents of the Kirby Industrial Property.

“O5 Guarantors” means during any period that the 5 Star Lease is in effect and there is a lease guaranty of such lease, any entity that is a guarantor of such lease. As of the origination date of the Kirby Industrial Whole Loan the O5 Guarantors (collectively, “O5 Lease Guarantor”) are 5 Star Apparel, LLC, 5 Star Boys LLC, 5 Star Girls Apparel, LLC, 5 Star Kids Apparel, LLC, 5 Star Men’s Apparel, LLC, 5 Star Vintage LLC, Active House LLC, Five Star Blue LLC, Five Star Premium LLC, Genstar Girls, LLC, Kemistre 8, LLC, O5 Ecom LLC, O5 Essentials, LLC, O5 UK LLC, O5-MD, LLC, O5-NY LLC, Outdoor 5, LLC, Oved Mens LLC, Oved Premium LLC, Premium 5 Kids LLC, Star Denim Sales, LLC, O5 Star, LLC, O5W, LLC, O5 LE, LLC, O5 BNG, LLC, O5 CMP, LLC, O5 North, LLC, O5 Doc LLC, O5 Bill LLC, O5 Bop LLC, O5 North ULC and WRK Apparel LLC.

“O5 Lease Guarantor Debt to EBITDA Ratio” means (as more fully defined in the Kirby Industrial Whole Loan documents), for any period:

(I) all indebtedness of the O5 Guarantors and their subsidiaries (excluding all liabilities resulting from the capitalization of leases in accordance with ASC 842), as a ratio to;

(II) an amount equal to the O5 Lease Guarantor’s net income (calculated using trailing 12-month income and expense) plus (a) the following to the extent deducted in calculating such net income: (i) the O5 Lease Guarantor’s interest charges for such period, (ii) the provision for federal, state, local and foreign income taxes payable by the O5 Guarantors for such period and (iii) depreciation and amortization expense, all of the foregoing determined in accordance with generally accepted accounting principles, and minus (b) the following to the extent included in calculating such net income: (i) federal, state, local and foreign income tax credits of the O5 Guarantors for such period, (ii) all non-cash items increasing net income for such period, (iii) gains from any sale of assets, other than sales in the ordinary course of business, and (iv) all other non-recurring or extraordinary income of the O5 Guarantors and/or its subsidiaries increasing such net income for such period ((a) and (b) calculated using annualized trailing twelve-month income and expenses)) (this clause (II), “O5 Lease Guarantor EBITDA”).

“O5 Lease Guarantor EBITDAR Ratio” means (as more fully defined in the Kirby Industrial Whole Loan documents), for any period:

(I) an amount equal to the O5 Lease Guarantor’s net income (calculated using trailing 12-month income and expense) plus (a) the following to the extent deducted in calculating such net income: (i) the O5 Lease Guarantor’s interest charges for such period, (ii) the provision for federal, state, local and foreign income taxes payable by the O5 Guarantors for such period, (iii) depreciation and amortization expense and (iv) rents paid by the O5 Guarantors and any of its subsidiaries under any leases one or more of them are a party to, all of the foregoing determined in accordance with generally accepted accounting principles, and minus (b) the following to the extent included in calculating such net income: (i) federal, state, local and foreign income tax credits of the O5 Guarantors for such period, (ii) all non-cash items increasing net income for such period, (iii) gains from any sale of assets, other than sales in the ordinary course of business, and (iv) all other non-recurring or extraordinary income of the O5 Guarantors and/or its subsidiaries increasing such net income for such period ((a) and (b) calculated using annualized trailing 12-month income and expenses)), as a ratio to

(II) rents paid by the O5 Guarantors and any of their subsidiaries under any leases one or more of them are a party to.

Terrorism Insurance. The borrowers are required to maintain or cause to be maintained an “all-risk” insurance policy that provides coverage for terrorism in an amount equal to the full replacement cost of the Kirby Industrial Property and business interruption insurance that includes coverage for terrorism for a period of 18 months and contains an extended period of indemnity for up to six months. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the prospectus.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

45

Multifamily – Garden Loan #3 Cut-off Date Balance:   $62,500,000
12 Northeast 188th Street Cottage Cove Apartments Cut-off Date LTV:   69.9%
Miami, FL 33179   UW NCF DSCR:   1.26x
    UW NOI Debt Yield:   8.4%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

46

Multifamily – Garden Loan #3 Cut-off Date Balance:   $62,500,000
12 Northeast 188th Street Cottage Cove Apartments Cut-off Date LTV:   69.9%
Miami, FL 33179   UW NCF DSCR:   1.26x
    UW NOI Debt Yield:   8.4%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

47

Mortgage Loan No. 3 – Cottage Cove Apartments

Mortgage Loan Information Property Information
Mortgage Loan Seller: AREF2 Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/S&P/MDBRS): NR/NR/NR Location: Miami, FL 33179
Original Balance(1): $62,500,000 General Property Type: Multifamily
Cut-off Date Balance(1): $62,500,000 Detailed Property Type: Garden
% of Initial Pool Balance: 8.2% Title Vesting: Fee
Loan Purpose: Refinance Year Built/Renovated: 1969-1971/2022
Borrower Sponsors: Joseph Ehrman and Barry Size: 468 Units
Schreiber Cut-off Date Balance per Unit(1): $186,966
Guarantors(2): Various Maturity Date Balance per Unit(1): $186,966
Mortgage Rate: 6.4500% Property Manager: OptimumProp LLC (borrower-
Note Date: 1/26/2026 affiliated)
Maturity Date: 2/6/2031 Underwriting and Financial Information
Term to Maturity: 60 months UW NOI: $7,317,952
Amortization Term: 0 months UW NCF: $7,200,952
IO Period: 60 months UW NOI Debt Yield(1): 8.4%
Seasoning: 1 month UW NCF Debt Yield(1): 8.2%
Prepayment Provisions(3): L(25),D(30),O(5) UW NOI Debt Yield at Maturity(1): 8.4%
Lockbox/Cash Mgmt Status: Soft/Springing UW NCF DSCR(1): 1.26x
Additional Debt Type(1): Pari Passu Most Recent NOI: $6,700,039 (11/30/2025 TTM)
Additional Debt Balance(1): $25,000,000 2nd Most Recent NOI: $6,343,469 (12/31/2024)
Future Debt Permitted (Type): No (NAP) 3rd Most Recent NOI(5): NAV
Reserves(4) Most Recent Occupancy: 97.2% (11/30/2025)
Type Initial Monthly Cap 2nd Most Recent Occupancy: 93.8% (12/31/2024)
RE Taxes: $409,412 $102,353 NAP 3rd Most Recent Occupancy(5): NAV
Insurance: $237,082 $50,205 NAP Appraised Value (as of): $125,200,000 (12/29/2025)
Replacement Reserve: $351,000 $9,750 NAP Appraised Value per Unit: $267,521
Supplemental Replacement Reserve: $0 $19,500 $234,000 Cut-off Date LTV Ratio(1): 69.9%
Deferred Maintenance: $26,105 $0 NAP Maturity Date LTV Ratio(1): 69.9%
Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Whole Loan Amount: $87,500,000 97.3% Loan Payoff: $84,826,888 94.4%
Borrower Sponsor Equity: $2,399,733 2.7% Closing Costs: $4,049,245 4.5%
Reserves $1,023,600 1.1%
Total Sources: $89,899,733 100.0% Total Uses: $89,899,733 100.0%
(1)The Cottage Cove Apartments Mortgage Loan (as defined below) is part of a whole loan evidenced by four pari passu promissory notes with an aggregate outstanding principal balance as of the Cut-off Date of approximately $87.5 million (the “Cottage Cove Apartments Whole Loan”). The financial information in the chart above reflects the Cottage Cove Apartments Whole Loan.
(2)See “The Borrower and the Borrower Sponsors” for more information.
(3)The lockout period will be at least 25 payments beginning with and including the first payment date of March 6, 2026. Defeasance of the Cottage Cove Apartments Whole Loan is permitted after the date that is the earlier to occur of (i) two years from the closing date of the securitization that includes the last note to be securitized and (ii) January 26, 2029. The assumed lockout of 25 payments is based on the expected WFCM 2026-5C8 securitization closing date in February 2026. The actual lockout period may be longer.
(4)See “Escrows and Reserves” below for further discussion of reserve requirements.
(5)3rd Most Recent NOI and 3rd Most Recent Occupancy are not available because the Cottage Cove Apartments Property (as defined below) underwent significant renovations beginning in 2022, with units being taken offline while renovations were ongoing.

The Mortgage Loan. The third largest mortgage loan (the “Cottage Cove Apartments Mortgage Loan”) is part of a whole loan secured by the borrower’s fee simple interest in a 468-unit garden style multifamily property located in Miami, Florida (the “Cottage Cove Apartments Property”). The Cottage Cove Apartments Whole Loan was co-originated by Argentic Real Estate Finance 2 LLC (“AREF2”) and Starwood Mortgage Capital LLC (“SMC”) on January 26th, 2026 and consists of four pari passu promissory notes. The Cottage Cove Apartments Mortgage Loan is evidenced by the controlling Note A-1 and non-controlling Note A-2 with an aggregate original principal amount of $62,500,000. The Cottage Cove Apartments Whole Loan has a 5-year term, is interest-only for the entire term and accrues interest at a rate of 6.4500 per annum. The Cottage Cove Apartments Whole Loan will be serviced pursuant to the pooling and servicing agreement for the WFCM 2026-5C8 transaction. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the prospectus.

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

48

Multifamily – Garden Loan #3 Cut-off Date Balance:   $62,500,000
12 Northeast 188th Street Cottage Cove Apartments Cut-off Date LTV:   69.9%
Miami, FL 33179   UW NCF DSCR:   1.26x
    UW NOI Debt Yield:   8.4%

The table below summarizes the promissory notes that comprise the Cottage Cove Apartments Whole Loan:

Cottage Cove Apartments Whole Loan Summary
Note Original Balance Cut-off Date Balance Note Holder  Controlling Note
A-1 $28,125,000 $28,125,000 WFCM 2026-5C8 Yes
A-2 $34,375,000 $34,375,000 WFCM 2026-5C8 No
A-3(1) $13,750,000 $13,750,000 SMC No
A-4(2) $11,250,000 $11,250,000 SMC No
Whole Loan $87,500,000 $87,500,000

 

(1)Expected to be contributed to a future securitization.
(2)Such note, as of the date of the prospectus, is held by AREF2 but expected to be sold to SMC and subsequently contributed to a future securitization.

The Borrower and the Borrower Sponsors. The borrower is Cottage Cove Owner LLC, a Delaware limited liability company and single purpose entity with one independent director. The borrower sponsors are Joseph Ehrman and Barry Schreiber, and the non-recourse carveout guarantors are Joseph Ehrman, Barry Schreiber, Joseph Ehrman as Trustee of the Esther Ehrman 2020 Family Trust, Chananya Ehrman as Trustee of the Esther Ehrman 2020 Family Trust, Shraga Zeldes as Trustee of the Joseph Ehrman 2020 Family Trust and Chananya Ehrman as Trustee of the Joseph Ehrman 2020 Family Trust. Joseph Ehrman and Barry Schreiber serve as the principals of OptimumProp, a New Jersey based owner and manager of multifamily properties. OptimumProp’s portfolio currently consists of over 3,000 multifamily units across 83 properties located in New Jersey and Florida.

The Property. The Cottage Cove Apartments Property is a 100 building, 468-unit garden style multifamily property located in Miami, Florida, approximately 13 miles north of downtown Miami, Florida. The Cottage Cove Apartments Property was constructed from 1969-1971, most recently renovated in 2022, and consists of 100 one-, two- and three-story apartment buildings situated on an approximately 23.69-acre site. The borrower sponsors acquired the Cottage Cove Apartments Property in December 2021 for $90,000,000 and subsequently commenced significant renovations to unit interiors and exterior upgrades at a total cost of approximately $15.6 million ($33,333 per unit). For unit renovations, all 468 units received tier one upgrades that included new stainless-steel appliances, washer/dryer, A/C units, bedroom fans, outlets, switches, shower heads, doors, shutters, blinds and water heaters. In addition to the base improvements, 80 units received tier two upgrades that included interior painting, dishwashers, baseboard replacement and new toilets, while 350 units received tier three upgrades that included interior painting, dishwashers, microwaves, plank flooring in kitchens, living rooms and bedrooms, tile flooring, new toilets and bathtubs, plumbing upgrades, sheetrock, door molding and additional interior replacements. Exterior upgrades included new landscaping, painting, lighting, security cameras, security systems for each unit, wiring, masonry, painting, sidewalks and roof replacement. The Cottage Cove Apartments Property features community amenities such as a playground and on-site management. At origination, a replacement reserve of $351,000 was deposited which is equal to $150 per unit per year for five years, in addition to an ongoing reserve of $250 per unit per year as required under the Cottage Cove Apartments Whole Loan documents. Additionally, on a monthly basis, until the date on which at least $234,000, in the aggregate, has been deposited, the borrower is required to deposit the lesser of (i) $19,500 and (ii) available cash flow from the previous month, which amounts may be used for general capital expenditures.

As of November 30, 2025, the Cottage Cove Apartments Property was 97.2% occupied. Excluding the eight quarters during renovations when units were taken offline, the Cottage Cove Apartments Property has averaged 94.8% occupancy since 2015. All 468 units are fair market and are not subject to affordable housing or rent stabilization. The unit mix includes six studio floorplans, 254 one-bedroom floorplans and 208 two-bedroom floorplans with a weighted average unit size of 707 SF. All units feature in-unit laundry, central air conditioning and granite countertops, with some units also offering private outdoor space. The Cottage Cove Apartments Property features 797 surface parking spaces, resulting in a parking ratio of 1.70 spaces per unit.

The Cottage Cove Apartments Property unit mix is summarized in the table below:

Unit Mix(1)
Unit Mix / Type Units Occupied Units % Occupied    Average SF per Unit Total SF        Monthly Average Rent per Unit(2) Monthly Average Market Rent per Unit(3)
Studio 6 6 100.0% 406 2,436 $1,521 $1,525
One Bedroom 254 247 97.2% 591 150,016 $1,663 $1,700
Two Bedroom 208 202 97.1% 857 178,342 $2,037 $2,085
Total/Wtd. Avg. 468 455 97.2% 707 330,794 $1,827 $1,869

 

(1)Based on the underwritten rent roll dated November 30, 2025.
(2)Monthly Average Rent per Unit is based on occupied units only.
(3)Source: Appraisal.

The Market. The Cottage Cove Apartments Property is located in Miami, Florida, approximately 13 miles north of downtown Miami. Primary access is provided by Interstate 95 (1.4 miles away), Florida Turnpike (1.9 miles away) and US 1 (3.7 miles away), with public transportation provided by the Miami-Dade bus route with multiple stops located adjacent to the Cottage Cove Apartments Property. Nearby retailers include grocers such as Walmart Supercenter, Publix, ALDI and Presidente Supermarket, which are all located within four miles of the Cottage Cove Apartments Property. The Cottage Cove Apartments Property is also 3.5 miles from Hard Rock Stadium, 2.6 miles from the Jackson North Medical Center and approximately 15.4 miles northeast of Miami International Airport.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

49

Multifamily – Garden Loan #3 Cut-off Date Balance:   $62,500,000
12 Northeast 188th Street Cottage Cove Apartments Cut-off Date LTV:   69.9%
Miami, FL 33179   UW NCF DSCR:   1.26x
    UW NOI Debt Yield:   8.4%

According to the appraisal, the 2024 estimated population within a one-, three- and five-mile radius of the Cottage Cove Apartments Property was 22,633, 198,442 and 552,345, respectively. The 2024 estimated average median household income within the same radii was approximately $62,187, $65,101 and $65,825, respectively.

According to the appraisal, the Cottage Cove Apartments Property is located in the Miami Gardens apartment submarket within the Miami-Fort Lauderdale-West Palm Beach, Florida apartment market. As of the third quarter of 2025, the Miami Gardens apartment submarket reported a total inventory of 21,877 units, an occupancy rate of 94.4% and an average rental rate of $2,153 per unit. The appraisal concluded to market rents of $1,525 for studio units, $1,700 for one-bedroom units and $2,085 for two-bedroom units at the Cottage Cove Apartments Property.

The following table presents recent multifamily leasing data at comparable properties with respect to the Cottage Cove Apartments Property:

Competitive Rental Properties Summary(1)
   Property Name/Location Year Built/Renovated # Units Occupancy Unit Mix In-Place Average Monthly Rent per Unit

Cottage Cove Apartments

Miami, FL

1969-1971/2022 468(2) 97.2%(2) Studio $1,521(2)(3)
1BR $1,663(2)(3)
2BR $2,037(2)(3)

Arbors Aventura

North Miami Beach, FL

1969/NAV 156 96.2% 1BR $1,865
2BR $2,350-$2,511

Grand Court Lakes

Miami, FL

1984/NAV 180 92.2% 1BR $1,600-$1,700
2BR $2,085

Oak Grove

Miami, FL

1972/NAV 369 93.5% 1BR $1,538 - $1,638
2BR $1,943-$2,150

Suncoast Place

North Miami Beach, FL

1965/NAV 101 97.0% Studio $1,665
1BR $1,777-$1,937
2BR $1,950-$2,266

Ashley Place

North Miami, FL

1968/NAV 96 96.9% Studio $1,400
1BR $1,650
2BR $1,950

Park Towers

Miami, FL

1973/NAV 208 95.2% Studio $1,530
1BR $1,600-$1,800
2BR $2,360

 

(1)Source: Appraisal, unless otherwise indicated.
(2)Information is based on the underwritten rent roll dated November 30, 2025.
(3)In-Place Average Monthly Rent per Unit is based on occupied units.

Appraisal. The appraisal concluded to an “As Is” value for the Cottage Cove Apartments Property of $125,200,000 as of December 29, 2025.

Environmental Matters. According to the Phase I environmental site assessment dated September 30, 2025, there was no evidence of any recognized environmental conditions at the Cottage Cove Apartments Property.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

50

Multifamily – Garden Loan #3 Cut-off Date Balance:   $62,500,000
12 Northeast 188th Street Cottage Cove Apartments Cut-off Date LTV:   69.9%
Miami, FL 33179   UW NCF DSCR:   1.26x
    UW NOI Debt Yield:   8.4%

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the Cottage Cove Apartments Property:

Cash Flow Analysis
2024 11/30/2025 TTM UW UW Per Unit
Gross Potential Rent $9,061,682 $9,507,589 $10,275,300 $21,956
Other Income(1) $1,084,368 $1,122,770 $1,264,432 $2,702
Vacancy, Credit Loss & Concessions $0 $0 ($513,765) ($1,098)
Effective Gross Income $10,146,050 $10,630,359 $11,025,967 $23,560
Taxes $991,354 $1,106,847 $1,144,765 $2,446
Insurance $873,590 $851,031 $602,456 $1,287
Other Operating Expenses $1,937,638 $1,972,441 $1,960,795 $4,190
Total Operating Expenses $3,802,582 $3,930,319 $3,708,016 $7,923
Net Operating Income $6,343,469 $6,700,039 $7,317,952 $15,637
Capital Expenditures $0 $0 $117,000 $250
Net Cash Flow $6,343,469 $6,700,039 $7,200,952 $15,387
Occupancy %(2) 93.8% 97.2% 95.0%
NOI DSCR(3) 1.11x 1.17x 1.28x
NCF DSCR(3) 1.11x 1.17x 1.26x
NOI Debt Yield(3) 7.2% 7.7% 8.4%
NCF Debt Yield(3) 7.2% 7.7% 8.2%

 

(1)Other Income is comprised of parking income, utility reimbursement income and other miscellaneous fees.
(2)2024 Occupancy % represents the average occupancy during the year. 11/30/2025 TTM Occupancy represents the occupancy as of the underwritten rent roll dated November 30, 2025. UW Occupancy % represents underwritten economic occupancy.
(3)DSCR’s and Debt Yields are based on the Cottage Cove Apartments Whole Loan.

Escrows and Reserves.

Real Estate Taxes – The Cottage Cove Apartments Whole Loan documents require an upfront reserve of approximately $409,412 and an ongoing monthly deposit in an amount equal to 1/12th of the estimated annual property taxes, initially estimated at $102,353.

Insurance – The Cottage Cove Apartments Whole Loan documents require an upfront reserve of approximately $237,082 and an ongoing monthly deposit in an amount equal to 1/12th of the estimated annual insurance premium, initially estimated at $50,205.

Replacement Reserve – The Cottage Cove Apartments Whole Loan documents require an upfront reserve of approximately $351,000 and an ongoing monthly deposit in an amount equal to approximately $9,750 for replacement reserves.

Deferred Maintenance – The Cottage Cove Apartments Whole Loan documents require an upfront reserve of approximately $26,105 for deferred maintenance.

Supplemental Replacement Reserve – On a monthly basis, until the date on which at least $234,000, in the aggregate, has been deposited, the borrower is required to deposit the lesser of (i) $19,500 and (ii) available cash flow from the previous month, which amounts may be used for general capital expenditures.

Lockbox and Cash Management. The Cottage Cove Apartments Whole Loan is structured with a soft lockbox and springing cash management. The Cottage Cove Apartments Whole Loan documents require the borrower to deposit, or cause the property manager to deposit, all rents into the lockbox account within two business days of receipt. Prior to the occurrence of a Sweep Event Period (as defined below), all funds in the lockbox account are required to be swept daily to an account designated by the borrower. Upon the occurrence and during the continuance of a Sweep Event Period, all funds in the lockbox account are required to be swept daily into a cash management account controlled by the lender and applied in accordance with the Cottage Cove Apartments Whole Loan documents.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

51

Multifamily – Garden Loan #3 Cut-off Date Balance:   $62,500,000
12 Northeast 188th Street Cottage Cove Apartments Cut-off Date LTV:   69.9%
Miami, FL 33179   UW NCF DSCR:   1.26x
    UW NOI Debt Yield:   8.4%

A “Sweep Event Period” will commence upon the earliest of the following:

(i)the occurrence of an event of default; or
(ii)from and after March 6, 2027, the debt service coverage ratio (based on the trailing 12-month period as calculated by the lender) falling below 1.10x.

A Sweep Event Period will end upon the occurrence of the following:

  with regard to clause (i), the cure of such event of default and the lender’s acceptance of such cure in its sole and absolute discretion; or
with regard to clause (ii), the debt service coverage ratio (based on the trailing 12-month period as calculated by the lender) is at least 1.15x for one calendar quarter.

Terrorism Insurance. The Cottage Cove Apartments Whole Loan documents require that the “all risk” insurance policy required to be maintained by the borrower provides coverage for terrorism in an amount equal to the full replacement cost of the Cottage Cove Apartments Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 365-day extended period of indemnity. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the prospectus.

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

52

Retail – Anchored Loan #4 Cut-off Date Balance:   $60,000,000
5555 Whittlesey Boulevard Columbus Park Crossing Cut-off Date LTV:   67.3%
Columbus, GA 31909   UW NCF DSCR:   1.72x
    UW NOI Debt Yield:   11.0%

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

53

Retail – Anchored Loan #4 Cut-off Date Balance:   $60,000,000
5555 Whittlesey Boulevard Columbus Park Crossing Cut-off Date LTV:   67.3%
Columbus, GA 31909   UW NCF DSCR:   1.72x
    UW NOI Debt Yield:   11.0%

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

54

Retail – Anchored Loan #4 Cut-off Date Balance:   $60,000,000
5555 Whittlesey Boulevard Columbus Park Crossing Cut-off Date LTV:   67.3%
Columbus, GA 31909   UW NCF DSCR:   1.72x
    UW NOI Debt Yield:   11.0%

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

55

Mortgage Loan No. 4 – Columbus Park Crossing

Mortgage Loan Information Property Information
Mortgage Loan Seller: WFB Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/S&P/MDBRS): NR/NR/NR Location: Columbus, GA 31909
Original Balance: $60,000,000 General Property Type: Retail
Cut-off Date Balance: $60,000,000 Detailed Property Type: Anchored
% of Initial Pool Balance: 7.8% Title Vesting: Fee/Leasehold(2)
Loan Purpose: Refinance Year Built/Renovated: 2002/2024
Borrower Sponsor: AVR Realty Size: 587,087 SF
Guarantor: AVR Enterprises LLC Cut-off Date Balance PSF: $102
Mortgage Rate: 5.8570% Maturity Date Balance PSF: $102
Note Date: 11/26/2025 Property Manager: AVR Forum Management Corp.
Maturity Date: 12/1/2030 (borrower-related)
Term to Maturity: 60 months Underwriting and Financial Information
Amortization Term: 0 months UW NOI: $6,600,609
IO Period: 60 months UW NCF: $6,119,772
Seasoning: 3 months UW NOI Debt Yield: 11.0%
 Prepayment Provisions: L(27),D(26),O(7) UW NCF Debt Yield: 10.2%
Lockbox/Cash Mgmt Status: Hard/Springing UW NOI Debt Yield at Maturity: 11.0%
Additional Debt Type: NAP UW NCF DSCR: 1.72x
Additional Debt Balance: NAP Most Recent NOI: $6,716,673 (9/30/2025 TTM)
Future Debt Permitted (Type): No (NAP) 2nd Most Recent NOI: $6,370,049 (12/31/2024)
Reserves(1) 3rd Most Recent NOI: $6,083,555 (12/31/2023)
Type Initial Monthly Cap Most Recent Occupancy: 86.0% (10/22/2025)
RE Taxes: $76,771 $76,771 NAP 2nd Most Recent Occupancy: 87.9% (12/31/2024)
Insurance: $0 Springing NAP 3rd Most Recent Occupancy: 76.7% (12/31/2023)
Replacement Reserve: $0 $10,321 NAP Appraised Value (as of): $89,200,000 (9/25/2025)
Rollover Reserve $0 $39,583 $1,425,000 Appraised Value PSF: $152
Ground Rent Reserve: $165,420 $0 NAP Cut-off Date LTV Ratio: 67.3%
Free Rent Reserve $61,723 $0 NAP Maturity Date LTV Ratio: 67.3%
Fee Conversion Reserve: $3,669,814 $0 NAP
Outstanding TI/LC Reserve: $549,615 $0 NAP
Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Mortgage Loan Amount: $60,000,000 91.1% Loan Payoff: $60,961,859 92.5%
Borrower Sponsor Equity: $5,897,132 8.9% Closing Costs: $411,930 0.6%
Reserves: $4,523,343 6.9%
Total Sources: $65,897,132 100.0% Total Uses: $65,897,132 100.0%
(1)See “Escrows and Reserves” below.
(2)See “Ground Lease” below. The Columbus Park Crossing Property (as defined below) is currently comprised of a fee portion (20.84 acres) and a leasehold portion (54.30 acres). The ground lease provides that the borrower has the option to purchase the leasehold beginning 180 days prior to the expiration of the 25th lease term (approximately December 18, 2025) and ending 180 days prior to the 30th lease year (approximately December 18, 2030). The Columbus Park Crossing Mortgage Loan (as defined below) documents require that the borrower exercise its Fee Conversion Option (as defined below) and convert its leasehold interest to a fee interest or before June 30, 2026, subject to certain extension provisions, A Fee Conversion Deposit (as defined below) in the amount of $3,669,814 was required at closing to fund the exercise of the Fee Conversion Option. The borrower has given notice to its ground lessor that it will exercise the Fee Conversion Option on February 26, 2026.

The Mortgage Loan. The fourth largest mortgage loan (the “Columbus Park Crossing Mortgage Loan”) is evidenced by a promissory note in the original principal amount of $60,000,000 and secured by the fee and leasehold interest in a 587,087 SF anchored retail property located in Columbus, Georgia (the “Columbus Park Crossing Property”). The Columbus Park Crossing Mortgage Loan documents require that the borrower exercise its option (the “Fee Conversion Option”) and convert its leasehold interest to a fee interest or before June 30, 2026, subject to certain extension provisions. A deposit in the amount of $3,669,814.35 (the “Fee Conversion Deposit”) was required at closing to fund the Fee Conversion Option. The borrower has given notice to its ground lessor that it will exercise the Fee Conversion Option on February 26, 2026.

The Borrower and the Borrower Sponsor. The borrower is AVR CPC Associates, LLC, a Delaware limited liability company and single purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Columbus Park Crossing Mortgage Loan. The borrower sponsor is AVR Realty and the non-recourse carveout guarantor is AVR Enterprises LLC.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

56

Retail – Anchored Loan #4 Cut-off Date Balance:   $60,000,000
5555 Whittlesey Boulevard Columbus Park Crossing Cut-off Date LTV:   67.3%
Columbus, GA 31909   UW NCF DSCR:   1.72x
    UW NOI Debt Yield:   11.0%

AVR Realty is a privately held national real estate firm founded over 70 years ago by Allan V. Rose. Headquartered in New York, AVR Realty’s portfolio spans 70 cities across 20 states and includes commercial, hotel, and residential properties located throughout the continental United States. The firm also maintains a robust hotel asset management program, overseeing performance and capital projects through its experienced in-house team. AVR Realty’s current retail portfolio includes over 3,000,000 SF.

The Property. The Columbus Park Crossing Property is a multi-tenant anchored retail center totaling 587,087 SF, located in Columbus, Georgia. Built in 2002, the Columbus Park Crossing Property is situated on a 75.1-acre site and comprised of nine single-story buildings configured as a movie theater, two buildings with anchor/in-line space, four freestanding restaurant buildings and two buildings that are multi-tenant structures. The current owner, AVR CPC Associates, LLC, acquired the Columbus Park Crossing Property on November 30, 2007, for $96.3 million. The Columbus Park Crossing Property was the subject of a COVID-related loan modification in November 2020. The Columbus Park Crossing Property is anchored by Barnes and Noble, HomeGoods, Ross Dress for Less, Burlington, Havertys, Marshall’s and Staples, along with AMC Classic Columbus Park 15, and other notable tenants including Bath and Body Works, Gap Outlet and Old Navy. The Columbus Park Crossing Property contains 3,545 surface parking spaces, resulting in a parking ratio of 6.0 spaces per 1,000 SF of rentable area. As of October 22, 2025, the Columbus Park Crossing Property was 86.0% leased to 51 tenants and has a weighted-average remaining lease term of 5.3 years. See “Description of the Mortgage Pool – Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the prospectus.

Major Tenants.

AMC Classic Columbus Park 15 (84,156 SF; 14.3% of NRA; 11.5% of underwritten base rent). Founded in 1920 and headquartered in Leawood, Kansas, American Multi-Cinema, Inc. (“AMC”) is the largest movie theater chain in the United States. AMC is the largest movie exhibition company in the United States and the largest throughout the world with approximately 860 theatres and 9,600 screens across the globe. AMC Classic Columbus Park 15 Inc. (“AMC Classic Columbus Park 15”) has been a tenant at the Columbus Park Crossing Property since September 2003, has a lease expiration in September 2028, has three, five-year renewal options remaining and no termination options.

Barnes and Noble (23,959 SF; 4.1% of NRA; 6.3% of underwritten base rent). Barnes & Noble, Inc. (“Barnes and Noble”) is the largest retail bookseller in the United States, operating approximately 600 bookstores nationwide, alongside its online platform BN.com and its digital NOOK business. Barnes and Noble was founded in 1917 and headquartered in New York, New York. Barnes and Noble has been a tenant at the Columbus Park Crossing Property since August 2002, has a lease expiration in August 2035, and has no renewal options or termination options.

Ross Dress for Less (30,125 SF; 5.1% of NRA; 5.9% of underwritten base rent). Ross Dress for Less operates as the one of the largest off-price apparel and home fashion retailers in the United States, offering brand-name clothing, footwear, accessories, home décor, and more at discounts. The off-price retailer has 2,273 stores in 44 states, the District of Columbia, and Guam as of October 2025. Ross Dress for Less has been a tenant at the Columbus Park Crossing Property since December 2002, has a lease expiration in January 2028, and has one five-year renewal option but no termination options.

The following table presents certain information relating to the tenancy at the Columbus Park Crossing Property:

Tenant Summary(1)(2)
Tenant Name

Credit Rating (Fitch/Moody's/

S&P)(2)

Tenant SF Approx. % of SF Annual UW Rent % of Total Annual UW Rent Annual UW Rent PSF

Lease Expiration

Renewal Options

Termination Option (Y/N)

Major Tenants
AMC Classic Columbus Park 15 NR/NR/NR  84,156 14.3% $850,000 11.5% $10.10 9/30/2028 3 x 5 yrs N
Barnes and Noble NR/NR/NR  23,959 4.1% $467,201 6.3% $19.50 8/31/2035 N N
Ross Dress for Less NR/A2/BBB+  30,125 5.1% $437,712 5.9% $14.53 1/31/2028 1 x 5 yrs N
HomeGoods NR/A2/A  24,946 4.2% $424,082 5.7% $17.00 10/31/2034 4 x 5 yrs N
Burlington NR/NR/BB+  28,150 4.8% $380,025 5.2% $13.50 2/28/2033 4 x 5 yrs N
Major Tenant Subtotal/Wtd. Avg.  191,336 32.6% $2,559,020 34.7% $13.37
Non-Major Tenants 313,816 53.5% $4,819,144 65.3% $15.36
Occupied Collateral Subtotal/Wtd. Avg. 505,152 86.0% $7,378,164 100.0% $14.61
Vacant Space 81,935 14.0%
Total/Wtd. Avg. 587,087 100.0%
(1)Information is based on the underwritten rent roll dated October 22, 2025.
(2)Credit ratings are those of the parent company whether or not the parent guarantees the lease.

 

 

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

57

Retail – Anchored Loan #4 Cut-off Date Balance:   $60,000,000
5555 Whittlesey Boulevard Columbus Park Crossing Cut-off Date LTV:   67.3%
Columbus, GA 31909   UW NCF DSCR:   1.72x
    UW NOI Debt Yield:   11.0%

The following table presents certain information relating to the lease rollover schedule at the Columbus Park Crossing Property:

Lease Rollover Schedule(1)(2)
Year # of Leases Rolling SF Rolling Approx. % of Total SF Rolling Approx. Cumulative % of SF Rolling Total UW Rent Rolling Approx. % of Total Rent Rolling Approx. Cumulative % of Total Rent Rolling UW Rent PSF Rolling
MTM/2026 3 16,800 2.9% 2.9% $354,702 4.8% 4.8% $21.11
2027 7 48,313 8.2% 11.1% $815,855 11.1% 15.9% $16.89
2028 11 189,748 32.3% 43.4% $2,437,069 33.0% 48.9% $12.84
2029 3 9,641 1.6% 45.1% $248,860 3.4% 52.3% $25.81
2030 1 32,899 5.6% 50.7% $318,132 4.3% 56.6% $9.67
2031 5 26,615 4.5% 55.2% $531,076 7.2% 63.8% $19.95
2032 3 7,600 1.3% 56.5% $199,520 2.7% 66.5% $26.25
2033 2 30,550 5.2% 61.7% $456,417 6.2% 72.7% $14.94
2034 3 32,446 5.5% 67.2% $656,278 8.9% 81.6% $20.23
2035 4 35,259 6.0% 73.2% $801,321 10.9% 92.4% $22.73
Thereafter 9 75,281 12.8% 86.0% $558,934 7.6% 100.0% $7.42
Vacant 0 81,935 14.0% 100.0% $0 0.0% 100.0% $0.00
Total/Wtd. Avg. 51 587,087 100.0% $7,378,164 100.0% $14.61(3)
(1)Information is based on the underwritten rent roll dated October 22, 2025.
(2)Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the related lease and are not considered in the rollover schedule.
(3)Wtd. Avg. UW Rent PSF Rolling excludes vacant space.

The Market. The Columbus Park Crossing Property is located in Columbus, Georgia, within Muscogee County. The Columbus Park Crossing Property is positioned in the Greater Columbus submarket, approximately 100 miles southwest of Atlanta, Georgia and 85 miles east of Montgomery, Alabama, making it a key retail destination in the Chattahoochee Valley region. The Columbus Park Crossing Property benefits from strong transportation connectivity and is near major highways including Interstate 185, U.S. Route 27, U.S Route 85, and U.S. Route 280, all within a few miles. Air travel is supported by Columbus Airport, located approximately three miles southeast of the Columbus Park Crossing Property. Major employers in the region include Fort Benning, TSYS, Aflac, Muscogee County School District and Kia Motor Manufacturing of Georgia.

According to the appraisal, the estimated 2024 population within a one-, three- and five-mile radius was approximately 5,504, 51,969 and 113,695, respectively, and the average household income within the same radii was approximately $79,351, $95,377 and $93,210, respectively.

According to the appraisal, the Columbus Park Crossing Property is located within the Greater Columbus Retail submarket of the Columbus retail market. As of the third quarter of 2025, the submarket reported total inventory of approximately 13,930,000 SF with an 4.8% vacancy rate and average asking rent of $14.74 PSF. The appraisal concluded market rents for the Columbus Park Crossing Property ranging from $14.00 PSF for the anchor space to $34.00 for restaurant space (see table below).

The following table presents certain information relating to the appraisal’s market rent conclusion for the Columbus Park Crossing Property:

Market Rent Summary
Inline Superior Inline Anchor Jr. Anchor Restaurant Movie Theater
Market Rent (PSF) $26.00 $31.00 $14.00 $18.00 $34.00 $14.00
Lease Term (Months) 60 60 120 120 120 120

Lease Type

(Reimbursements)

NNN NNN NNN NNN NNN NNN
Tenant Improvements New (PSF) $20.00 $25.00 $10.00 $10.00 $25.00 $10.00
Rent Increase Projection 3.0% Increase 3.0% Increase 10.0% bump Every 5 Years 10.0% bump Every 5 Years 10.0% bump Every 5 Years 10.0% bump Every 5 Years
  Source: Appraisal.

 

 

 

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

58

Retail – Anchored Loan #4 Cut-off Date Balance:   $60,000,000
5555 Whittlesey Boulevard Columbus Park Crossing Cut-off Date LTV:   67.3%
Columbus, GA 31909   UW NCF DSCR:   1.72x
    UW NOI Debt Yield:   11.0%

The table below presents certain information relating to comparable inline leases to the Columbus Park Crossing Property identified by the appraiser:

Comparable Retail Leases(1)
Property Name / Location Year Built Total NRA (SF) Tenant Names Tenant Type Lease Date Lease Term (Yrs.) Lease Size (SF) Base Rent PSF

Columbus Park Crossing

Columbus, GA

2002 587,087(2) - - - - - -

Midland Commons

Columbus, GA

2023 66,524

Polanco Tacos &

Tequilas

Retail 11/2025 10.0 3,045 $30.00
Veterans Parkway Retail
Columbus, GA
2016 15,334 Vape King Retail 01/2025 5.0 1,521 $23.00
The Gateway at Lake Martin
Alexander City, AL
2024 87,827 Jersey Mike's Retail 10/2024 10.0 1,400 $36.00
The Gateway at Lake Martin
Alexander City, AL
2024 87,827 Nail Spa Retail 10/2024 10.0 1,675 $33.00

Phenix Corners

Phenix City, AL

1992 185,226

Sky Tobacco and

Vape

Retail 09/2024 5.0 1,400 $20.00

Midland Commons

Columbus, GA

2023 66,524

Woof Gang

Bakery &

Grooming

Retail 05/2024 10.0 1,550 $30.00

 

(1)Source: Appraisal unless otherwise indicated.
(2)Based on the underwritten rent roll dated October 22, 2025.

The table below presents certain information relating to comparable anchor leases to the Columbus Park Crossing Property identified by the appraiser:

Comparable Retail Leases(1)
Property Name / Location Year Built Total NRA (SF) Tenant Names Tenant Type Lease Date Lease Term (Yrs.) Lease Size (SF) Base Rent PSF

Columbus Park Crossing

Columbus, GA

2002 587,087(2) - - - - - -

Covington Town Center

Covington, GA

2026 225,665 Marshalls Retail 01/2027 10.0 26,000 $20.00

Covington Town Center

Covington, GA

2026 225,665

Dick's Sporting

Goods

Retail 01/2027 10.0 50,000 $19.90
Virginia College Plaza
Montgomery, AL
1989 93,998 Beauty & Beyond Retail 10/2024 15.0 20,535 $5.75
Goodwill
Columbus, GA
2014 20,868 Goodwill Retail 09/2024 10.0 20,868 $5.49

Rivergate

Shopping Center

Macon, GA

1989 205,810 Onelife Fitness Retail 08/2024 15.0 36,535 $15.12

River Ridge

Birmingham, AL

2001 148,486 Marshalls Retail 06/2024 10.0 23,892 $13.00

 

(1)Source: Appraisal unless otherwise indicated.
(2)Based on the underwritten rent roll dated October 22, 2025.

The table below presents certain information relating to comparable movie theaters to the Columbus Park Crossing Property identified by the appraiser:

Comparable Retail Leases(1)
Property Name / Location Year Built Total NRA (SF) Movie Theatre Names Tenant Type Lease Date Lease Term (Yrs.) Lease Size (SF) Base Rent PSF

Columbus Park Crossing

Columbus, GA

2002 587,087(2) - - - - - -
The Landmark
Greenwood Village, CO
2006 82,776

Landmark

Theaters

Retail 01/2025 4.0 26,000 $16.00

B&B Theaters
North Richland

Hills, TX

2018 42,191

Alamo

Drafthouse

Cinema

Retail 07/2024 9.9 42,191 $17.80
Cobb Theaters
Clearwater, FL
1975 53,729 Cobb Theater Retail 07/2024 12.5 53,729 $13.96
Alamo Drafthouse -Laredo
Laredo, TX
2015 33,800

Reel Dinner

Partners

Retail 06/2024 20.0 33,800 $16.48
Marcus Imax
Rochester, MN
2007 63,425 Marcus Theatres Retail 01/2024 9.0 63,425 $15.65
EVO Entertainment
Kyle, TX
2014 70,000

EVO

Entertainment

Retail 01/2023 10.0 70,000 $21.09

 

(1)Source: Appraisal unless otherwise indicated.
(2)Based on the underwritten rent roll dated October 22, 2025.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

59

Retail – Anchored Loan #4 Cut-off Date Balance:   $60,000,000
5555 Whittlesey Boulevard Columbus Park Crossing Cut-off Date LTV:   67.3%
Columbus, GA 31909   UW NCF DSCR:   1.72x
    UW NOI Debt Yield:   11.0%

Appraisal. The appraisal concluded to a “Hypothetical as-is” value for the Columbus Park Crossing Property of $89,200,000 as of September 25, 2025, based on the borrower’s exercise of the Fee Conversion Option.

Environmental Matters. According to the Phase I environmental site assessment dated September 29, 2025, there was no evidence of any recognized environmental conditions at the Columbus Park Crossing Property

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the Columbus Park Crossing Property:

Cash Flow Analysis
2022 2023 2024 9/30/2025 TTM UW UW PSF
Base Rent $6,399,855 $6,631,781 $7,089,166 $7,253,341 $7,378,164 $12.57
Grossed Up Vacant Space $0 $0 $0 $0 $1,593,810 $2.71
Gross Potential Rent $6,399,855 $6,631,781 $7,089,166 $7,253,341 $8,971,974 $15.28
Other Income $39,047 $24,243 $27,474 $24,218 $24,218 $0.04
Percentage Rent $0 $63,794 $0 $0 $0 $0.00
Total Recoveries

$1,403,892

$1,526,109

$1,689,989

$1,692,567

$1,781,988

$3.04

Net Rental Income $7,842,794 $8,245,928 $8,806,629 $8,970,126 $10,778,180 $18.36
(Vacancy/Credit Loss) $0 $0 $0 $0 ($1,593,810) ($2.71)
Effective Gross Income $7,842,794 $8,245,928 $8,806,629 $8,970,126 $9,184,370 $15.64
Real Estate Taxes $748,598 $787,820 $783,621 $784,970 $858,778 $1.46
Insurance $135,043 $136,916 $139,525 $155,594 $109,453 $0.19
Management Fee $55,514 $67,659 $145,763 $188,828 $275,531 $0.47
Other Operating Expenses $1,525,670 $1,169,978 $1,367,672 $1,124,061 $1,340,000 $2.28
Total Expenses $2,464,824 $2,162,373 $2,436,580 $2,253,453 $2,583,761 $4.40
Net Operating Income $5,377,970 $6,083,555 $6,370,049 $6,716,673 $6,600,609 $11.24
Replacement Reserves $0 $0 $0 $0 $123,857 $0.21
TI/LC

$0

$0

$0

$0

$356,980

$0.61

Net Cash Flow $5,377,970 $6,083,555 $6,370,049 $6,716,673 $6,119,772 $10.42
Occupancy (%) 76.5% 76.7% 87.9% 86.0%(1) 82.2%(2)
NOI DSCR 1.51x 1.71x 1.79x 1.89x 1.85x
NCF DSCR 1.51x 1.71x 1.79x 1.89x 1.72x
NOI Debt Yield 9.0% 10.1% 10.6% 11.2% 11.0%
NCF Debt Yield 9.0% 10.1% 10.6% 11.2% 10.2%
(1)Occupancy is as of the 10/22/2025 rent roll.
(2)Represents economic occupancy.

Escrows and Reserves.

Real Estate Taxes – The Columbus Park Crossing Mortgage Loan documents require an upfront deposit of $76,771 and ongoing monthly deposit into an tax reserve equal to 1/12th of the tax amount that the lender reasonably estimates will be payable during the next ensuing 12 months, initially estimated at $76,771.

Insurance – The Columbus Park Crossing Mortgage Loan documents require an ongoing monthly deposit into an insurance reserve equal to 1/12th of the insurance premiums that the lender reasonably estimates will be payable during the next ensuing 12 months. Notwithstanding the foregoing, insurance escrows will be suspended provided the Columbus Park Crossing Property is covered by an acceptable blanket policy, there is no event of default, and the borrower provides ongoing evidence of acceptable renewals and timely-paid premiums.

Replacement Reserve – The Columbus Park Crossing Mortgage Loan documents require ongoing monthly replacement reserve deposits of $10,321.

Rollover Reserve – The Columbus Park Crossing Mortgage Loan documents require a monthly deposit of approximately $39,583, capped at $1,425,000. However, during the occurrence and continuance of AMC Trigger Event (as defined below), the required monthly deposit amount increases to $34,333, capped at $1,236,000.

Ground Rent Reserve – The Columbus Park Crossing Mortgage Loan documents require an upfront deposit of $165,420 for ground rents due under ground leases commencing from November 26, 2025 to June 30, 2026.

Free Rent Reserve – The Columbus Park Crossing Mortgage Loan documents require an upfront deposit of $61,723 to cover free rent, gap rent or rent abatement for the tenants.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

60

Retail – Anchored Loan #4 Cut-off Date Balance:   $60,000,000
5555 Whittlesey Boulevard Columbus Park Crossing Cut-off Date LTV:   67.3%
Columbus, GA 31909   UW NCF DSCR:   1.72x
    UW NOI Debt Yield:   11.0%

Fee Conversion Reserve – The Columbus Park Crossing Mortgage Loan documents require an upfront deposit of $3,669,814 to pay all costs and expenses in connection with the Fee Conversion Option.

Outstanding TI/LC Reserve – The Columbus Park Crossing Mortgage Loan documents require an upfront deposit of $549,615 for any outstanding tenant improvement allowances and/or leasing commissions due in connection with Sketcher’s lease at the Columbus Park Crossing Property.

Springing AMC TI/LC Reserve - Upon the occurrence and continuance of a Cash Trap Period (as defined below) all excess cash flow is required to held by the lender for approved leasing expenses incurred by the borrower in connection with AMC replacement leases.

Lockbox and Cash Management. The Columbus Park Crossing Mortgage Loan is structured with is structured with a hard lockbox and springing cash management. The borrower is required to direct tenants to pay rent directly into such lockbox account within five business days and all rents received directly by the borrower or the Columbus Park Crossing Property manager are required to be deposited into the lockbox account within two business days of receipt. Prior to the occurrence of a Cash Trap Period, all funds in the lockbox account are required to be distributed to borrower. During a Cash Trap Period, funds in the lockbox account are required to be swept on each business day to a lender-controlled cash management account. Any excess cash flow remaining after satisfaction of the waterfall items outlined in the Columbus Park Crossing Mortgage Loan documents is required to be swept to an excess cash flow subaccount controlled by the lender as additional security for the Columbus Park Crossing Mortgage Loan during the continuance of the Cash Trap Period.

A “Cash Trap Period” will commence upon the earliest of the following:

(i)an event of default;
(ii)bankruptcy of the borrower, guarantor or property manager;
(iii)the debt service coverage ratio (“DSCR”) falling below 1.20x (interest-only) for two consecutive calendar quarters; or
(iv)subject to the borrower’s deposit of $2,500,000 into the AMC TI/LC reserve, an AMC Trigger Event; provided that from and after first occurrence of an AMC Trigger Event and an AMC Trigger Event Cure (as defined below), no AMC Trigger Event will occur so long as the debt yield is not less than 10.2% and there are no co-tenancy provisions in any other leases at the Columbus Park Crossing Property related to the existence of the AMC lease.

A Cash Trap Period will end upon the occurrence of the following:

with regard to clause (i), the lender’s acceptance of cure of the related event of default;
with regard to clause (ii), as to a property manager bankruptcy only, the borrower replaces the manager with a qualified manager having obtained a rating agency confirmation (and no other Cash Trap Period is then continuing);
with regard to clause (iii), DSCR’s being at least 1.25x for two consecutive calendar quarters; or
with regard to clause (iv), an AMC Trigger Event Cure.

“AMC Renewal Criteria” means evidence reasonably satisfactory to the lender that AMC has renewed its lease for a term of lot less than five years at a renewal term rent that is equal or greater to its rent immediately preceding renewal.

“AMC Replacement Lease Criteria” means satisfying the following criteria with respect space currently leased to AMC, among other things: (a) the new tenant’s being reasonably approved by the lender; (b) the borrower‘s having entered into one or more AMC replacement leases; (c) Each AMC replacement tenant’s being in physical occupancy, being open for business and paying full contractual rent.

“AMC Trigger Event” means (a) the borrower’s failing to satisfy AMC Renewal Criteria 12 months before the expiration of the AMC lease; (b) AMC’s giving notice of non-renewal of its lease; (c) AMC’s terminating its lease; (d) AMC’s giving notice of its intent to terminate its lease; (e) AMC’s going dark as to any portion of its leased space other than customary upgrades or renovations or restoration following casualty or condemnation; (f) AMC, its parent or lease guarantor’s bankruptcy or (g) AMC’s monetary default under its lease beyond the applicable cure period therefor.

“AMC Trigger Event Cure” means the following:

with regard to clauses (a) or (b) of the AMC Trigger Event definition above, the satisfaction of either AMC Renewal Criteria or AMC Replacement Lease Criteria;
with regard to clause (c) of the AMC Trigger Event definition above, either (1) satisfaction of AMC Replacement Lease Criteria or (2) AMC’s revocation of its intent to terminate its lease and its providing an updated estoppel reasonably acceptable to the lender;
with regard to clause (d) of the AMC Trigger Event definition above, the satisfaction of AMC Replacement Lease Criteria;
with regard to clause (e) of the AMC Trigger Event definition above, either (1) satisfaction of AMC Replacement Lease Criteria or (2) AMC’s resuming occupancy of its space and its providing an updated estoppel reasonably acceptable to the lender;
with regard to clause (f) of the AMC Trigger Event definition above, either (1) satisfaction of AMC Replacement Lease Criteria or (2) (A) the borrower providing the lender with reasonably satisfactory evidence that the assets of the applicable AMC-related party are not subject to bankruptcy court jurisdiction, (B) the borrower’s providing the lender with reasonably satisfactory evidence that the bankruptcy court has affirmed the AMC lease or guaranty as applicable, and (C) AMC’s providing an updated estoppel reasonably acceptable to the lender;
with regard to clause (g) of the AMC Trigger Event definition above, either (1) satisfaction of AMC Replacement Lease Criteria or (2) the borrower providing the lender with reasonably satisfactory evidence that AMC has cured the default and AMC’s providing an updated estoppel reasonably acceptable to the lender; or
with regard to any of clauses (a) through (g) of the AMC Trigger Event definition above, the amount on deposit in the AMC TI/LC reserve is $2,500,000.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

61

Retail – Anchored Loan #4 Cut-off Date Balance:   $60,000,000
5555 Whittlesey Boulevard Columbus Park Crossing Cut-off Date LTV:   67.3%
Columbus, GA 31909   UW NCF DSCR:   1.72x
    UW NOI Debt Yield:   11.0%

Ground Lease. The Columbus Park Crossing Property is currently comprised of a fee portion (20.84 acres) and a leasehold portion (54.30 acres). The leasehold portion represents a large portion of the retail center’s interior. The ground lease is with Geo. M. Adams Co., Inc, as ground lessor, and expires on June 18, 2076 with the exercise of available renewal options. The ground lease provides that the borrower has the option to purchase the leasehold beginning 180 days prior to the expiration of the 25th lease term (approximately December 18, 2025) and ending 180 days prior to the 30th lease year (approximately December 18, 2030). The Columbus Park Crossing Mortgage Loan documents require that the borrower exercise its option and convert its leasehold interest to a fee interest on or before June 30, 2026, subject to an extension to September 30, 2026 under certain circumstances. A Fee Conversion Deposit in the amount of $3,669,814 was required at the Columbus Park Crossing Mortgage Loan origination to fund the Fee Conversion Option. The borrower has given notice to its ground lessor that it will exercise its purchase option on February 26, 2026. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Fee & Leasehold Estates; Ground Leases” in the prospectus for additional information.

Terrorism Insurance.  The Columbus Park Crossing Mortgage Loan documents require that the property insurance policy required to be maintained by the borrower provides coverage for terrorism in an amount equal to the full replacement cost of the Columbus Park Crossing Property, as well as business interruption insurance covering up to 18 months following a casualty event, with an extended period of indemnity covering up to 12 months following the physical repair of the subject improvements. See “Risk Factors-Risks Relating to the Mortgage Loans-Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the prospectus.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

62

Industrial - Various Loan #5 Cut-off Date Balance:   $52,166,000
Various, Various Olive Industrial 4-Pack Cut-off Date LTV:   71.6%
    UW NCF DSCR:   1.21x
    UW NOI Debt Yield:   8.9%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

63

Industrial - Various Loan #5 Cut-off Date Balance:   $52,166,000
Various, Various Olive Industrial 4-Pack Cut-off Date LTV:   71.6%
    UW NCF DSCR:   1.21x
    UW NOI Debt Yield:   8.9%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

64

Mortgage Loan No. 5 – Olive Industrial 4-Pack

Mortgage Loan Information Property Information
Mortgage Loan Seller: AREF2 Single Asset/Portfolio: Portfolio
Credit Assessment (Fitch/S&P/MDBRS): NR/NR/NR Location(3): Various, Various
Original Balance(1): $52,166,000 General Property Type: Industrial
Cut-off Date Balance(1): $52,166,000 Detailed Property Type(3) Various
% of Initial Pool Balance: 6.8% Title Vesting: Fee
Loan Purpose: Refinance Year Built/Renovated(3): Various/Various
Borrower Sponsors: Jeffery Rhett Wiseman, Thomas J. O'Brien and Rodney L. Provience Size: 1,128,397 SF
Guarantors: Jeffery Rhett Wiseman, Thomas J. O'Brien and Rodney L. Provience Cut-off Date Balance PSF: $46
Mortgage Rate(1): 6.47500% Maturity Balance PSF: $46
Note Date: 10/3/2025 Property Manager: Momentum Commercial Management LLC (borrower-related)
Maturity Date: 10/6/2030
Term to Maturity: 60 months Underwriting and Financial Information
Amortization Term: 0 months UW NOI: $4,625,889
IO Period: 60 months UW NCF $4,140,678
Seasoning: 5 months UW NOI Debt Yield: 8.9%
Prepayment Provisions: L(29),D(24),O(7) UW NCF Debt Yield: 7.9%
Lockbox/Cash Mgmt Status: Hard/Springing UW NOI Debt Yield at Maturity: 8.9%
Additional Debt Type: NAP UW NCF DSCR: 1.21x
Additional Debt Balance: NAP Most Recent NOI: $4,818,051 (5/31/2025 TTM)
Future Debt Permitted (Type): No (NAP) 2nd Most Recent NOI: $4,708,000 (12/31/2024)
Reserves(2) 3rd Most Recent NOI: $4,460,460 (12/31/2023)
Type Initial Monthly Cap Most Recent Occupancy: 100.0% (7/15/2025)
RE Taxes: $157,171 $28,577 NAP 2nd Most Recent Occupancy: 100.0% (12/31/2024)
Insurance: $23,958 $2,662 NAP 3rd Most Recent Occupancy: 100.0% (12/31/2023)
Immediate Repairs: $280,801 $0 NAP Appraised Value (as of): $72,820,000 (Various)
Replacement Reserve: $0 $16,926 NAP Appraised Value per SF: $65
TI/LC Reserve: $0 $23,508 NAP Cut-off Date LTV Ratio: 71.6%
Liquidity Reserve: $250,000 $0 NAP Maturity Date LTV Ratio: 71.6%
Sources and Uses(1)
Sources Proceeds % of Total Uses Proceeds % of Total
Mortgage Loan Amount: $52,166,000 100.0% Loan Payoff: $45,917,995 88.0%
Closing Costs: $3,046,481 5.8%
Return of Equity: $2,489,593 4.8%
Upfront Reserves: $711,930 1.4%
Total Sources: $52,166,000 100.0% Total Uses: $52,166,000 100.0%

 

(1)At origination, the Olive Industrial 4-Pack Mortgage Loan (as defined below) had a principal balance of $61,366,000 and was secured by an additional property, which property was subsequently released on January 23, 2026. All information shown herein is based on the Olive Industrial 4-Pack Mortgage Loan post release including reserves and sources and uses which were adjusted to exclude reserves and uses associated with the released property. See “The Mortgage Loan” below for more information.
(2)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.
(3)See “The Properties” below for more information.

The Mortgage Loan. The fifth largest mortgage loan (the “Olive Industrial 4-Pack Mortgage Loan”) is evidenced by a promissory note in the principal balance of $52,166,000 and secured by a first-priority mortgage encumbering the borrowers’ overlapping fee and leasehold interests in a portfolio of four industrial properties comprising 1,128,397 SF located in Missouri, Ohio, South Dakota and Kentucky (the “Olive Industrial 4-Pack Properties”). At origination, the Olive Industrial 4-Pack Mortgage Loan had a principal balance of $61,366,000 and was secured by an additional property, which property was subsequently released pursuant to a certain modification agreement dated as of January 23, 2026, by and among the borrowers, the guarantors and the lender. In addition, such modification agreement modified certain terms relating to the release including, but not limited to, reduction of the Olive Industrial 4-Pack Mortgage Loan principal balance by $9,200,000 (resulting in a cut-off date balance of $52,166,000). All information shown herein is based on the Olive Industrial 4-Pack Mortgage Loan post the release. 

The Borrowers and the Borrower Sponsors.

The borrowers are comprised of 122 entities, including the tenant-in-common (“TIC”) borrower parties, the shareholder LLC parties and the Master Tenants (as defined below). Each borrower is a special purpose, bankruptcy-remote entity structured with one independent director. Legal counsel to the borrowers provided a non-consolidation opinion in connection with the origination of the Olive Industrial 4-Pack Mortgage Loan.

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

65

Industrial - Various Loan #5 Cut-off Date Balance:   $52,166,000
Various, Various Olive Industrial 4-Pack Cut-off Date LTV:   71.6%
    UW NCF DSCR:   1.21x
    UW NOI Debt Yield:   8.9%

The borrower sponsors and non-recourse carve-out guarantors are Thomas J. O'Brien, Rodney L. Provience and Jeffery Rhett Wiseman. Thomas J. O’Brien, Rodney L. Provience and Jeffrey Rhett Wiseman are principals of Olive Co., a real estate investment firm focusing on the acquisition and management of industrial assets throughout the Midwest and East Coast of the United States. Since inception, Olive Co. has acquired and developed 154 properties comprising over 14,400,000 SF of industrial and distribution space.

The ownership structure includes a total of 109 TICs, including 28 TIC borrowers and two TIC accommodation mortgagors for the Joplin Property (as defined below), 31 TIC borrowers and two TIC accommodation mortgagors for the Massillon Property (as defined below), 28 TIC borrowers and three TIC accommodation mortgagors for the Watertown Property (as defined below) and 15 TICs for the Louisville Property (as defined below). The seven TIC accommodation mortgagors under the Olive Industrial 4-Pack Mortgage Loan could not be borrowers due to having S-corporation parents and consequently the shareholder LLC parties were formed to be borrowers under the Olive Industrial 4-Pack Mortgage Loan. Each TIC entity is managed by an entity solely owned and controlled by the borrower sponsors and non-recourse carveout guarantors. In connection with the origination of the Olive Industrial 4-Pack Mortgage Loan, for each of the Olive Industrial 4-Pack Properties, the applicable TIC entities (as “Landlord”) and an entity that is a co-borrower under the Olive Industrial 4-Pack Mortgage Loan and controlled by the guarantors (as “Master Tenant”) entered into a master lease structure with an expiration date of October 6, 2050. The master lease structure enables the Master Tenant to manage and operate the applicable Olive Industrial 4-Pack Property and assume the Landlord’s obligations under the applicable tenant leases. Furthermore, in the event of foreclosure, the master lease structure enables the lender to become the Master Tenant. See “Description of the Mortgage Pool—Tenant Issues—Affiliated Leases” in the prospectus.

The Properties. The Olive Industrial 4-Pack Properties are comprised of four industrial properties located in in Joplin, Missouri (the “Joplin Property”), Massillon, Ohio (the “Massillon Property”), Watertown, South Dakota (the “Watertown Property”) and Louisville, Kentucky (the “Louisville Property”). The Olive Industrial 4-Pack Properties total 1,128,397 SF of net rentable area (“NRA”). The Olive Industrial 4-Pack Properties are 100% leased to four tenants as their headquarter locations. The leases are all on a triple-net basis with leases expiring post the Olive Industrial 4-Pack Mortgage Loan maturity with no termination options. The borrower sponsors acquired the Olive Industrial 4-Pack Properties between 2021 and 2022 for an aggregate purchase price of approximately $68.3 million.

The Joplin Property. The Joplin Property is a three building, warehouse/distribution industrial property totaling 567,000 SF located in Joplin, Missouri, approximately 150 miles southeast of Kansas City, Missouri. The Joplin Property consists of three single-story buildings situated on a combined 33.79-acre site constructed in 1993, 1998 and 2007 and renovated in 2018. Approximately 97.0% of NRA at the Joplin Property is used for warehouse and distribution purposes and approximately 3.0% is built out as office space. The improvements include 27 dock-height loading doors, four grade-level loading doors and 20- to 30-foot clear heights. The Joplin Property has rail spur access which is located in between the three buildings. The site also features 117 surface parking spaces, resulting in a parking ratio of approximately 0.2 spaces per 1,000 SF of NRA. As of July 15, 2025, the Joplin Property was 100.0% leased by Standard Transportation Services, Inc (“STS”).

The Massillon Property. The Massillon Property is a 243,000 SF manufacturing industrial property located in Massillon, Ohio approximately eight miles west of Canton, Ohio. The Massillon Property consists of one single-story building situated on a 15.51-acre site constructed in 1995 and renovated in 2015. Approximately 86.0% of NRA at the Massillon Property is used for manufacturing purposes, 11.0% is used as mezzanine space and 3.0% is built out as office space. The improvements include approximately 12- to 22-foot clear heights, eight dock-height loading doors and 11 grade-level loading doors. The site also features 281 surface parking spaces, resulting in a parking ratio of approximately 1.2 spaces per 1,000 SF of NRA. As of July 15, 2025, the Massillon Property was 100.0% leased by A.R.E. Accessories, LLC (“A.R.E. Accessories”).

The Watertown Property. The Watertown Property is a 183,345 SF manufacturing industrial property located in Watertown, South Dakota approximately 202 miles west of Minneapolis, Minnesota. The Watertown Property consists of three single-story buildings situated on a combined 20.75-acre tract constructed in 2004, 2011 and 2018 and renovated in 2020. Approximately 91.5% of the NRA at the Watertown Property is used for manufacturing purposes and 8.5% is built out as office space. The improvements include approximately 14- to 40-foot clear heights, two dock-height loading doors and 12 grade-level loading doors. The site also features 156 surface parking spaces, resulting in a parking ratio of approximately 0.9 spaces per 1,000 SF of NRA. As of July 15, 2025, the Watertown Property was 100.0% leased by Dakota Bodies, LLC (“Dakota Bodies”).

The Louisville Property. The Louisville Property is a 135,052 SF warehouse industrial property located in Louisville, Kentucky approximately 13.5 miles southwest of downtown Louisville, Kentucky. The Louisville Property consists of one single-story building situated on a 11.27-acre tract constructed in 1994. Approximately 96.8% of the NRA at the Louisville Property is used for warehouse purposes and 3.2% is built out as office space. The improvements include approximately 32-foot clear heights, 12 dock-height loading doors and six grade-level loading doors. The site also features 27 surface parking spaces, resulting in a parking ratio of approximately 0.2 spaces per 1,000 SF of NRA. As of July 15, 2025, the Massillon Property was 100.0% leased by HTI Logistics Corporation (“HTI Logistics”).

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

66

Industrial - Various Loan #5 Cut-off Date Balance:   $52,166,000
Various, Various Olive Industrial 4-Pack Cut-off Date LTV:   71.6%
    UW NCF DSCR:   1.21x
    UW NOI Debt Yield:   8.9%

The following table presents a summary of the Olive Industrial 4-Pack Properties:

Portfolio Summary(1)
Property Name Location Year Built / Renovated Property Subtype SF Allocated Cut-off Date Mortgage Loan Amount (“ALA”) % of  ALA "As-Is" Appraised Value(1) UW NOI % of UW NOI
Joplin Property Joplin, MO 1993, 1998, 2007 / 2018 Warehouse / Distribution     567,000 $25,164,000 48.2% $34,700,000 $2,233,444   48.3%
Massillon Property Massillon, OH 1995 / 2015 Manufacturing    243,000 $12,601,000 24.2% $18,000,000 $1,111,182   24.0%
Watertown Property Watertown, SD 2004, 2011, 2018 / 2020 Manufacturing    183,345   $8,569,000 16.4% $11,820,000    $769,263   16.6%
Louisville Property Louisville, KY 1994 / NAP Warehouse    135,052   $5,832,000 11.2%   $8,300,000    $512,001   11.1%
Total / Wtd. Avg. 1,128,397 $52,166,000 100.0% $72,820,000 $4,625,889 100.0%

 

(1)Source: Appraisal.

Major Tenants.

Standard Transportation Services, Inc. (567,000 SF; 50.2% of NRA; 47.7% of underwritten base rent): Founded in 1984, Standard Transportation Services, Inc. ("STS") is a provider of freight transportation and logistics services headquartered at the Joplin Property. STS commenced its initial lease for 567,000 SF at the Joplin Property in 2013 before executing a new 10-year lease that commenced in 2022 and expires in December 2032. STS has three, five-year renewal options remaining and no termination options. The Joplin Property serves as STS’s headquarters.

STS currently subleases 252,000 SF of its space to two subtenants at the Joplin Property. Refresco Beverages US Inc. (“Refresco”) subleases 150,000 SF under two five-year subleases, with 90,000 SF expiring in August 2028 and 60,000 SF expiring in January 2028. Refresco’s initial rent was $4.80 PSF with 1.0% annual escalations. Amcor Packaging, Inc. (“Amcor”) subleases 102,000 SF under a three-year sublease expiring in April 2028. Amcor’s initial rent was $7.80 PSF with 3.5% annual escalations. Both subtenants are responsible for their respective pro-rata share of common area expenses. The lender underwrote to the in place rent of $4.31 PSF.

A.R.E. Accessories, LLC (243,000 SF; 21.5% of NRA; 24.3% of underwritten base rent): A.R.E. Accessories, a subsidiary of RealTruck, is a manufacturer of fiberglass and aluminum truck caps, toppers, camper shells, canopies, hard tonneau covers and other truck accessories headquartered at the Massillon Property. A.R.E. Accessories commenced its initial lease at the Massillon Property in 2004 for an original term of 20 years before extending the lease in 2020 to a September 2032 expiration. A.R.E. Accessories has four, five-year renewal options remaining and no termination options.

Dakota Bodies, LLC (183,345 SF; 16.2% of NRA; 16.7% of underwritten base rent): Dakota Bodies is a manufacturer of custom utility and service truck bodies, serving industries such as construction, mining, transportation, and utilities since 1997 headquartered at the Watertown Property. Operating from two facilities in Watertown, South Dakota and a 90,000 SF facility in Liberty, Missouri, Dakota Bodies employs over 400 professionals specializing in designing, engineering and manufacturing made-to-order truck bodies. Dakota Bodies commenced its initial lease at the Watertown Property in 2020 with an expiration date of December 2035. Dakota Bodies has two, five-year renewal options remaining and no termination options.

HTI Logistics Corporation (135,052 square feet; 12.0% of NRA; 11.3% of underwritten base rent): Founded in 2009, HTI Logistics specializes in warehousing and logistics services, primarily for the metal handling industry, with a focus on steel and aluminum products like rolled products, sheets, plates, beams, bars, pipes, sows, slabs and ingots. The Louisville Property serves as HTI Logistics’ headquarters, with an additional facility in East Chicago, Indiana. HTI Logistics commenced its initial lease at the Louisville Property in 2021 for a term of 12 years with an expiration date of December 2033. HTI Logistics has no renewal or termination options.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

67

Industrial - Various Loan #5 Cut-off Date Balance:   $52,166,000
Various, Various Olive Industrial 4-Pack Cut-off Date LTV:   71.6%
    UW NCF DSCR:   1.21x
    UW NOI Debt Yield:   8.9%

The following table presents certain information relating to the tenancy at the Olive Industrial 4-Pack Properties:

Tenant Summary(1)
Tenant Name Credit Rating (Fitch/Moody's/ S&P) Tenant SF % of Total SF Annual UW Rent(2) % of Total Annual UW Rent(2) Annual UW Rent PSF(2) Lease Expiration Term. Option (Y/N) Renewal Options
Standard Transportation Services, Inc.(3) NR/NR/NR 567,000 50.2% $2,442,388 47.7% $4.31 12/31/2032 No 3 x 5 Years
A.R.E. Accessories, LLC NR/NR/NR 243,000 21.5% $1,243,141 24.3% $5.12 9/30/2032 No 4 x 5 Years
Dakota Bodies, LLC NR/NR/NR 183,345 16.2% $857,430 16.7% $4.68 12/31/2035 No 2 x 5 Years
HTI Logistics Corporation NR/NR/NR 135,052 12.0% $579,027 11.3% $4.29 12/31/2033 No None
Subtotal/Wtd. Avg. 1,128,397 100.0% $5,121,986 100.0% $4.54
Vacant Space 0 0.0%
Total 1,128,397 100.0%

 

(1)Based on the underwritten rent roll dated July 15, 2025.
(2)UW Base Rent, UW Base Rent PSF and % of Total UW Base Rent are inclusive of contractual rent steps underwritten through January 2026.
(3)STS currently subleases 252,000 SF of its space to two subtenants at the Joplin Property. Refresco subleases 150,000 SF under two five-year subleases, with 90,000 SF expiring in August 2028 and 60,000 SF expiring in January 2028. Amcor subleases 102,000 SF under a three-year sublease expiring in April 2028.

The following table presents certain information with respect to the lease rollover at the Olive Industrial 4-Pack Properties:

Lease Rollover Schedule(1)
Year # of Leases Rolling SF Rolling Approx. % of SF Rolling Approx. Cumulative % of SF Rolling Total UW Rent Rolling(2) Approx. % of Total UW Rent Rolling(2) Approx. Cumulative % of Total UW Rent Rolling(2) UW Rent PSF Rolling(2)
MTM/2026 0 0 0.0% 0.0% $0 0.0% 0.0% $0.00
2027 0 0 0.0% 0.0% $0 0.0% 0.0% $0.00
2028 0 0 0.0% 0.0% $0 0.0% 0.0% $0.00
2029 0 0 0.0% 0.0% $0 0.0% 0.0% $0.00
2030 0 0 0.0% 0.0% $0 0.0% 0.0% $0.00
2031 0 0 0.0% 0.0% $0 0.0% 0.0% $0.00
2032 2 810,000 71.8% 71.8% $3,685,529 72.0% 72.0% $4.55
2033 1 135,052 12.0% 83.8% $579,027 11.3% 83.3% $4.29
2034 0 0 0.0% 83.8% $0 0.0% 83.3% $0.00
2035 1 183,345 16.2% 100.0% $857,430 16.7% 100.0% $4.68
2036 & Thereafter 0 0 0.0% 100.0% $0 0.0% 100.0% $0.00
Vacant 0 0 0.0% 100.0% $0 0.0% 100.0% $0.00
Total/Wtd. Avg. 4 1,128,397 100.0% $5,121,986 100.0% $4.54

 

(1)Based on the underwritten rent roll dated July 15, 2025.
(2)Total UW Rent Rolling, Approx. % of Total UW Rent Rolling, Approx. Cumulative % of Total UW Rent Rolling and UW Rent PSF Rolling are inclusive of contractual rent steps underwritten through January 2026.

The Markets.

Joplin Property. The Joplin Property is located in Joplin, Missouri, approximately 150 miles southeast of Kansas City, Missouri. The Joplin Property is located in the Joplin, MO-KS Metropolitan Statistical Area, which has a population of 205,599. The top three industries within the area are manufacturing, health care/social assistance and retail trade. Primary access to the Joplin Property is provided by Enterprise Avenue, while Range Line Road is located just west of the Joplin Property and acts as the primary commercial corridor in the Joplin market. The Joplin Property is located approximately six miles southeast of the Joplin Regional Airport.

According to the appraisal, the Joplin Property is located in the Joplin – MO USA Warehouse Market. As of the first quarter 2025, the Joplin – MO USA Warehouse Market had an inventory of 16,929,846 SF with an occupancy rate of 99.1% and an average asking rent of $5.60 PSF. The 2024 estimated population within a one-, three- and five-mile radius of the Joplin Property was 4,424, 29,768 and 72,203, respectively, and the 2024 estimated median household income within the same radii was approximately $65,644, $60,219 and $57,031, respectively.

Massillon Property. The Massillon Property is located in Massillon, Ohio, approximately eight miles west of Canton, Ohio. The Massillon Property is within the Canton – Massillon Metropolitan Statistical Area, which had a 2024 population of 398,721. The top three industries within the area are health care/social assistance, manufacturing and retail trade. Primary access to the Massillon Property is provided by Highway 77, Highway 30, Highway 62 and State Road 21. The Massillon Property is located approximately 18.6 miles southwest of the Akron-Canton Airport.

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

68

Industrial - Various Loan #5 Cut-off Date Balance:   $52,166,000
Various, Various Olive Industrial 4-Pack Cut-off Date LTV:   71.6%
    UW NCF DSCR:   1.21x
    UW NOI Debt Yield:   8.9%

According to the appraisal, the Massillon Property is located in the Canton – OH USA Warehouse Market. As of the first quarter 2025, the Canton – OH USA Warehouse Market had an inventory of 53,804,237 SF with an occupancy rate of 97.4% and an average asking rent of $5.78 PSF. The 2024 estimated population within a one-, three- and five-mile radius of the Massillon Property was 1,884, 31,639 and 74,016, respectively, and the 2024 estimated median household income within the same radii was approximately $53,619, $58,448 and $63,237, respectively.

Watertown Property. The Watertown Property is located in Watertown, South Dakota, approximately 202 miles west of Minneapolis, Minnesota. The Watertown Property is within the Watertown Micropolitan Statistical Area, which has a population of 29,145. The top three industries within the area are manufacturing, retail trade and health care/social assistance. Primary access to the Watertown Property is provided by Highway 81. The Watertown Property is located approximately five miles southeast of the Watertown Regional Airport.

According to the appraisal, the Watertown Property is located in the Northeastern South Dakota industrial market. As of the second quarter 2025, the Northeastern South Dakota industrial market had an inventory of 11,558,100 SF with an occupancy rate of 93.4% and an average asking rent of $7.31 PSF. The 2024 estimated population within a one-, three- and five-mile radius of the Watertown Property was 578, 18,779 and 24,024, respectively, and the 2024 estimated median household income within the same radii was approximately $42,337, $57,723 and $63,656, respectively.

Louisville Property. The Louisville Property is located in Louisville, Kentucky, approximately 13.5 miles southwest of downtown Louisville, Kentucky. The Louisville Property is within the Louisville-Jefferson County Metropolitan Statistical Area, which has a population of 1,304,433. The top three industries within the area are manufacturing, health care/social assistance and retail trade. Primary access to the Louisville Property is provided by Highway 1934. The Louisville Property is located approximately 12.8 miles west of Louisville International Airport.

According to the appraisal, the Louisville Property is located in the Louisville industrial market. As of the first quarter 2025, the Louisville industrial market had an inventory of 180,036,111 SF with an occupancy rate of 96.2% and an average asking rent of $6.19 PSF. The 2024 estimated population within a one-, three- and five-mile radius of the Louisville Property was 2,901, 41,307 and 98,632, respectively, and the 2024 estimated median household income within the same radii was approximately $49,938, $60,791 and $60,994, respectively.

The following table presents certain information relating to the appraisal’s market rent conclusion for the Olive Industrial 4-Pack Properties:

Market Rent Summary(1)
Joplin Property Massillon Property Watertown Property Louisville Property
Rentable Area 567,000 243,000 183,345 135,052
Market Rent (PSF per Year) $4.35 $5.25 $4.75 $4.50
Lease Term (Years) 10 5 10 5
Lease Type (Reimbursements) Net Net NNN Net
Rent Increase Projection (per Year) 2.50% /Yr 2.75% /Yr None 3.00% /Yr
Tenant Improvements (New Tenant) (PSF) $0.00 $2.00 $1.00 $2.00
Tenant Improvements (Renewal) (PSF) $0.00 $1.00 $0.00 $0.50

 

(1)Source: Appraisal.

The following table presents recent leasing data at comparable industrial properties with respect to the Joplin Property:

Comparable Industrial Leases(1)
Property Name/Location Year Built/ Renovated Total GLA (SF) Major Tenant Tenant Size (SF) Lease Start Date Lease Term (years) Annual Base Rent PSF

Joplin Property(2)

Joplin, MO

1993, 1998, 2007 / 2018 567,000 Standard Transportation Services,Inc 567,000 December-22 10.1 $4.31

Pepsi Warehouse

Tulsa, OK

2026 / NAP 401,221 Pepsi 401,221 September-26 12.0 $8.55

KCI Raymore South Building 5

Raymore, MO

2025 / NAP 555,871 Church & Dwight Co. 555,871 December-25 10.5 $6.50

Wagner Industries

Kansas City, MO

1964 / 2000 484,000 Wagner Industries 484,000 July-25 10.0 $4.00

I-35 Logistics Park

Olathe, KS

2023 / NAP 569,584 GXO Logistics Supply Chain 200,703 February-24 8.0 $5.78

Lone Elm Logistics Center

Olathe, KS

2015 / NAP 499,084 Professional Packaging Systems 247,589 December-23 5.0 $3.81

Clorox I-35 Distribution Center

Olathe, KS

2022 / NAP 569,584 Clorox 569,584 January-23 6.7 $4.15

Therma Tru Building

Roland, OK

1973 / NAP 561,761 Citi Trends, Inc 561,761 September-22 15.0 $4.84

 

(1)Source: Appraisal, unless otherwise indicated.
(2)Information is based on the underwritten rent roll dated July 15, 2025, inclusive of rent steps taken through January 2026.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

69

Industrial - Various Loan #5 Cut-off Date Balance:   $52,166,000
Various, Various Olive Industrial 4-Pack Cut-off Date LTV:   71.6%
    UW NCF DSCR:   1.21x
    UW NOI Debt Yield:   8.9%

The following table presents recent leasing data at comparable industrial properties with respect to the Massillon Property:

Comparable Industrial Leases(1)
Property Name/Location Year Built/ Renovated Total GLA (SF) Major Tenant Tenant Size (SF) Lease Start Date Lease Term (years) Annual Base Rent PSF

Massillon Property(2)

Massillon, OH

1995 / 2015 243,000 A.R.E. Accessories, LLC 243,000 October-24 8.0 $5.12

BIG Aggregation Fund III- Universal Polymer

Middlefield, OH

1963 / 1969 107,093 Universal Polymer and Rubber 107,093 November-23 20.0 $4.92

Wooster Industrial

Wooster, OH

2022 / NAP 198,900 Pepsico Global Real Estate 198,900 March-22 7.0 $5.94

4555 Lyman Drive

Hilliard, OH

1985 / NAP 138,000 Forsee Power, Inc. 138,000 November-22 10.4 $5.75

LMA Building D

Akron, OH

1942 / NAP 773,483 Quoted 286,381 NAV NAV $6.95

Stow Industrial

Stow, OH

1996 / 2019 184,329 ChromaScape Holdings, LLC 184,329 November-23 10.0 $5.00

Emerald Valley II

Solon, OH

2002 / NAP 143,524 Quoted 59,964 NAV NAV $7.00

41 Cairns Road

Mansfield, OH

1994 / NAP 187,386 American Standard 187,386 July-22 8.0 $4.41

ECS Tuning

Wadsworth, OH

1968 / NAP 220,335 ECS Tuning 220,335 November-25 10.0 $7.85

 

(1)Source: Appraisal, unless otherwise indicated.
(2)Information is based on the underwritten rent roll dated July 15, 2025, inclusive of rent steps taken through January 2026.

The following table presents recent leasing data at comparable industrial properties with respect to the Watertown Property:

Comparable Industrial Leases(1)
Property Name/Location Year Built/ Renovated Total GLA (SF) Major Tenant Tenant Size (SF) Lease Start Date Lease Term (years) Annual Base Rent PSF

Watertown Property(2)

Watertown, SD

2004, 2011, 2018 / 2020 183,345 Dakota Bodies, LLC 183,345 December-20 15.1 $4.68

Thermotech Facility

Sauk Rapids, MN

1977 / 1993 194,911 Thermo-Tech Windows LLC 191,209 October-24 16.8 $4.15

Phillips Manufacturing

Omaha, NE

2003 / NAP 162,677 Phillips Manufacturing Co. 162,677 April-19 15.0 $4.62

EIMCo

Farley, IA

1994 / NAP 123,042 EIMCo 123,042 April-20 5.0 $4.29

Nortech Systems

Mankato, MN

1994 / NAP 58,768 Nortech Systems Inc. 58,768 August-20 15.0 $5.51

TPI Composites

Newton, IA

2008 / NAP 337,960 TPI Composites 337,960 February-23 10.0 $4.90

Altor Solutions

Fort Madison, IA

2001 / NAP 113,400 Foam Fabricators/Altor 113,400 May-25 11.8 $4.32

Applegate Greenfiber

Norfolk, NE

1994 / 2006 104,930 Applegate Greenfiber 104,930 December-23 20.0 $4.67

Watertown Development Company Lot 1

Watertown, SD

2024 / NAP 57,715 North Star Logistics 57,715 January-24 5.0 $8.85

 

(1)Source: Appraisal, unless otherwise indicated.
(2)Information is based on the underwritten rent roll dated July 15, 2025, inclusive of rent steps taken through January 2026.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

70

Industrial - Various Loan #5 Cut-off Date Balance:   $52,166,000
Various, Various Olive Industrial 4-Pack Cut-off Date LTV:   71.6%
    UW NCF DSCR:   1.21x
    UW NOI Debt Yield:   8.9%

The following table presents recent leasing data at comparable industrial properties with respect to the Louisville Property:

Comparable Industrial Leases(1)
Property Name/Location Year Built/ Renovated Total GLA (SF) Major Tenant Tenant Size (SF) Lease Start Date Lease Term (years) Annual Base Rent PSF

Louisville Property(2)

Louisville, KY

1994 / NAP 135,052 HTI Logistics Corporation 135,052 December-21 12.0 $4.29

Heller VII Partnership, LP

Louisville, KY

1969 / 2015 25,748 Heritage Environmental Services, Inc. 25,748 August-24 3.0 $5.07

Tradepoint 1

Louisville, KY

1998 / NAP 212,500 EJOOV Holdings 212,500 September-24 5.0 $5.05

Industrial Building

Louisville, KY

1920 / NAP 58,316 Pegasus Transportation 27,700 June-24 3.0 $3.00

Riverport Logistics Center

Louisville, KY

2020 / NAP 314,501 Purem Novi 130,538 May-23 5.8 $4.00

 

(1)Source: Appraisal, unless otherwise indicated.
(2)Information is based on the underwritten rent roll dated July 15, 2025, inclusive of rent steps taken through January 2026.

Appraisal. The appraisal concluded to an “as-is” value for the Joplin Property of $34,700,000 as of July 17, 2025, an “as-is” value for Massillon Property of $18,000,000 as of July 23, 2025, an “as-is” value for the Watertown Property of $11,820,000 as of July 24, 2025 and an “as-is” value for the Louisville Property of $8,300,000 as of July 24, 2025, resulting in an aggregate “as-is” value of $72,820,000 for the Olive Industrial 4-Pack Properties.

Environmental Matters. According to the Phase I environmental reports dated between July 25, 2025 and August 1, 2025, there was evidence of one recognized environmental condition (a “REC”) at the Joplin Property. The respective report identified one REC arising from potential groundwater contamination related to historical mining, though no mining activities occurred onsite or in the immediate vicinity of the Joplin Property. There was no evidence of any recognized environmental conditions at the remaining Olive Industrial 4-Pack Properties. See “Description of the Mortgage Pool—Environmental Considerations” in the prospectus.

 

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

71

Industrial - Various Loan #5 Cut-off Date Balance:   $52,166,000
Various, Various Olive Industrial 4-Pack Cut-off Date LTV:   71.6%
    UW NCF DSCR:   1.21x
    UW NOI Debt Yield:   8.9%

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the Olive Industrial 4-Pack Properties:

Cash Flow Analysis(1)
2023 2024 TTM(2) UW UW PSF
Gross Potential Rent(3) $4,822,263 $4,930,071 $4,872,249 $5,121,986 $4.54
Reimbursements $43,223 $90,045 $257,843 $744,348 $0.66
Other Income $0 $0 $329 $0 $0.00
(Vacancy/Credit Loss/Concessions) $0 $0 $0 ($293,317) ($0.26)
Effective Gross Income $4,865,487 $5,020,116 $5,130,421 $5,573,017 $4.94
Real Estate Taxes $101,948 $97,390 $120,678 $587,852 $0.52
Insurance $3,013 $3,033 $2,824 $156,496 $0.14
Other Operating Expenses $300,065 $211,693 $188,869 $202,780 $0.18
Total Operating Expenses $405,026 $312,116 $312,370 $947,128 $0.84
Net Operating Income $4,460,460 $4,708,000 $4,818,051 $4,625,889 $4.10
Replacement Reserves $0 $0 $0 $203,111 $0.18
TI/LC $0 $0 $0 $282,099 $0.25
Net Cash Flow $4,460,460 $4,708,000 $4,818,051 $4,140,679 $3.67
Occupancy (%)(4) 100.0% 100.0% 100.0% 95.0%
NOI DSCR 1.30x 1.37x 1.41x 1.35x
NCF DSCR 1.30x 1.37x 1.41x 1.21x
NOI Debt Yield 8.6% 9.0% 9.2% 8.9%
NCF Debt Yield 8.6% 9.0% 9.2% 7.9%

 

(1)Leases are on a triple net basis and as such, borrowers’ operating statements did not reflect expenses that were paid directly by the tenant (or the corresponding expense reimbursement).
(2)TTM column reflects the trailing 12 months ending January 31, 2025.
(3)UW Gross Potential Rent includes rent steps taken through January 2026.
(4)UW Occupancy % represents underwritten economic occupancy. The Olive Industrial 4-Pack Properties are 100.0% physically occupied as of July 15, 2025.

Escrows and Reserves.

Real Estate Taxes – The Olive Industrial 4-Pack Mortgage Loan documents require an upfront reserve of approximately $157,171 and an ongoing monthly deposit in an amount equal to 1/12th of the estimated annual property taxes, initially estimated at approximately $28,577 monthly.

Insurance Premiums – The Olive Industrial 4-Pack Mortgage Loan documents require an upfront reserve of approximately $23,958 and an ongoing monthly deposit in an amount equal to 1/12th of the estimated annual insurance premium, initially estimated at $2,662 monthly.

Immediate Repairs – The Olive Industrial 4-Pack Mortgage Loan documents require an upfront reserve of approximately $280,801 for immediate repairs.

Replacements Reserve – The Olive Industrial 4-Pack Mortgage Loan documents require an ongoing monthly deposit in an amount equal to approximately $16,926 for replacement reserves (equal to $0.18 PSF annually).

TI/LC Reserve – The Olive Industrial 4-Pack Mortgage Loan documents require an ongoing monthly deposit in an amount equal to approximately $23,508 for future tenant improvements and leasing commissions (equal to $0.25 PSF annually).

Liquidity Reserve – The Olive Industrial 4-Pack Mortgage Loan documents require an upfront reserve of approximately $250,000. On the payment date occurring immediately after the borrowers demonstrate to the satisfaction of the lender, in its sole discretion, that the guarantors collectively have liquid assets of $2,575,000 or greater (exclusive of sums on deposit in the liquidity reserve subaccount), as evidenced by bank or investment statements in the name of the guarantors, provided no event of default has occurred and is continuing, the lender will disburse funds on deposit in the liquidity reserve subaccount to the borrowers.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

72

Industrial - Various Loan #5 Cut-off Date Balance:   $52,166,000
Various, Various Olive Industrial 4-Pack Cut-off Date LTV:   71.6%
    UW NCF DSCR:   1.21x
    UW NOI Debt Yield:   8.9%

Lockbox and Cash Management. The Olive Industrial 4-Pack Mortgage Loan is structured with a hard lockbox and springing cash management. The borrowers are required to cause all rents to be transmitted directly by the tenants at the Olive Industrial 4-Pack Properties into a lender-controlled lockbox account. In addition, the borrowers are required to cause all rents received by the borrowers or the property manager, as applicable, to be deposited into such lockbox account within one business day of receipt. All amounts in the lockbox account are remitted on a daily basis to the borrowers at any time other than during the continuance of a Cash Management Period (as defined below). Upon the occurrence and during the continuance of a Cash Management Period, all amounts are required to be remitted to a lender-controlled cash management account on a daily basis to be applied and disbursed in accordance with the Olive Industrial 4-Pack Mortgage Loan documents. During the continuance of a Cash Management Period, all available cash remaining after the required applications and disbursements will be held in a lender-controlled subaccount; provided, that during a Cash Management Period continuing solely as a result of a Trigger Lease Sweep Period (as defined below), all available cash will be held in a special rollover reserve subaccount.

A “Cash Management Period” will commence upon the earlier of the following:

(i)nine months prior to the stated maturity date;
(ii)a default or an event of default;
(iii)the net cash flow debt service coverage ratio (“NCF DSCR”) falling below 1.10x as of the end of any calendar quarter; or
(iv)the commencement of Trigger Lease Sweep Period.

A Cash Management Period will end upon the occurrence of the following:

the Olive Industrial 4-Pack Mortgage Loan has been repaid in full or the stated maturity date has not occurred;
with respect to clause (i) above, the borrowers deposit with the lender a cash deposit or a letter of credit pursuant to the requirements of the loan agreement, in the amount, as determined by the lender, of all available cash that would be swept to the cash collateral subaccount during the nine-month period prior to the stated maturity date;
with respect to clause (ii) above, such default or event of default is no longer continuing and no other default or event of default has occurred and is continuing;
with respect to clause (iii) above, the date that the NCF DSCR, as calculated in accordance with the Olive Industrial 4-Pack Mortgage Loan documents, is equal to or greater than 1.25x for two consecutive calendar quarters; or
with respect to clause (iv) above, the termination of such Trigger Lease Sweep Period or the borrowers deposit with the lender a cash deposit or a letter of credit pursuant to the requirements of the Olive Industrial 4-Pack Mortgage Loan agreement, in a sufficient amount, as determined by the lender, to pay for all anticipated expenses in connection with the re-leasing of the space under the applicable lease that gave rise to the subject Trigger Lease Sweep Period, including brokerage commissions and tenant improvements, and any anticipated shortfalls of payments required pursuant to the Olive Industrial 4-Pack Mortgage Loan agreement during any period of time that rents are insufficient as a result of down-time or free rent periods.

A “Trigger Lease Sweep Period” commences upon the earlier to occur of any of the following: (i) the date that is 12 months prior to the end of the term of any Trigger Lease (as defined below) or the date the applicable trigger tenant gives notice of its intention not to renew or extend; (ii) the date required under a Trigger Lease by which the applicable tenant is required to give notice of its exercise of a renewal option thereunder (and such renewal has not been so exercised) or the date the applicable trigger tenant gives notice of its intention not to renew or extend; (iii) any Trigger Lease (or any material portion thereof) is surrendered, cancelled or terminated prior to its then-current expiration date or any tenant under a Trigger Lease gives notice of its intention to terminate, surrender or cancel its Trigger Lease (or any material portion thereof); (iv) any tenant under a Trigger Lease discontinues its business in any material portion of its premises (i.e., “goes dark”) or gives notice that it intends to do the same; (v) the occurrence and continuance (beyond any applicable notice and cure periods) of a default under any Trigger Lease by the applicable tenant thereunder; or (vi) the occurrence of an insolvency or bankruptcy proceeding, among other things, by any tenant under a Trigger Lease, its parent company or the lease guarantor under a Trigger Lease, as described in the Olive Industrial 4-Pack Mortgage Loan documents (a “Trigger Tenant Insolvency Proceeding”).

A Trigger Lease Sweep Period ends upon the earlier to occur of (x) the lender’s determination that sufficient funds have been accumulated in the special rollover reserve subaccount to pay for all anticipated expenses in connection with the re-letting of the space under the applicable lease(s) that gave rise to the subject Trigger Lease Sweep Period, including brokerage commissions and tenant improvements, and any anticipated shortfalls of payments required during any period of time that rents are insufficient as a result of down-time or free rent periods, or (y) any of the following events: with respect to a Trigger Lease Sweep Period caused by a matter described in clauses (i), (ii), (iii) or (iv) above, upon the earlier to occur of the date on which (A) the subject tenant irrevocably exercises any renewal or extension option (or otherwise enters into an extension agreement with the borrowers that is acceptable to the lender) with respect to all of the space demised under its Trigger Lease, and in the lender’s reasonable judgment, sufficient funds have been accumulated in the special rollover reserve subaccount (during the continuance of the subject Trigger Lease Sweep Period) to pay for all anticipated approved leasing expenses for such Trigger Lease and any other anticipated expenses in connection with such renewal or extension, or (B) all of the space demised under the subject Trigger Lease that gave rise to the subject Trigger Lease Sweep Period has been fully leased pursuant to a replacement lease or replacement leases approved by the lender, and all approved leasing expenses (and any other expenses in connection with the re-tenanting of such space) have been paid in full; with respect to a Trigger Lease Sweep Period caused by a matter described in clause (v) above, if the subject tenant default has been cured and no other tenant default has occurred for a period of six consecutive months following such cure; or with respect to a Trigger Lease Sweep Period caused by a matter described in clause (vi) above, if the applicable Trigger Tenant Insolvency Proceeding has terminated and the applicable Trigger Lease has been affirmed, assumed or assigned in a manner reasonably satisfactory to the lender.

A “Trigger Lease” means any of the four master leases, any key tenant sublease, and any other lease which (a) covers 15% or more of the rentable SF at the Olive Industrial 4-Pack Properties in the aggregate and/or (b) has a gross annual rent of 15% or more of the total annual rent at the Olive Industrial 4-Pack Properties in the aggregate.

Partial Release. The borrowers are permitted to release one of the Olive Industrial 4-Pack Properties at any time after two years from the closing of the WFCM 2026-5C8 securitization, subject to satisfaction of the conditions set forth in the Olive Industrial 4-Pack Mortgage Loan documents, including, among other conditions, (i) the debt yield after giving effect to the release is at least the greater of the debt yield immediately prior to the release and 7.95%, (ii) the NCF DSCR after giving effect to the release is at least the greater of the NCF DSCR immediately prior to the release and 1.24x, (iii) the borrowers defease an amount of principal equal to 130% of the allocated loan amount of the released property and (iv) satisfaction of all REMIC requirements.

Terrorism Insurance. The borrowers are required to obtain and maintain property insurance that covers perils of terrorism and acts of terrorism in an amount equal to the full replacement cost of the Olive Industrial 4-Pack Property and business interruption insurance for at least 12 months. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the prospectus.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

73

Office - Suburban Loan #6 Cut-off Date Balance:   $45,000,000
4900, 5500, 5700, 5770 South
Eastern Avenue,
Commerce Office Park Cut-off Date LTV:   59.3%
5801 East Slauson Avenue   UW NCF DSCR:   1.87x
Commerce, CA 90040   UW NOI Debt Yield:   13.0%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

74

Office - Suburban Loan #6 Cut-off Date Balance:   $45,000,000
4900, 5500, 5700, 5770 South
Eastern Avenue,
Commerce Office Park Cut-off Date LTV:   59.3%
5801 East Slauson Avenue   UW NCF DSCR:   1.87x
Commerce, CA 90040   UW NOI Debt Yield:   13.0%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

75

Office - Suburban Loan #6 Cut-off Date Balance:   $45,000,000
4900, 5500, 5700, 5770 South
Eastern Avenue,
Commerce Office Park Cut-off Date LTV:   59.3%
5801 East Slauson Avenue   UW NCF DSCR:   1.87x
Commerce, CA 90040   UW NOI Debt Yield:   13.0%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

76

Mortgage Loan No. 6 – Commerce Office Park

Mortgage Loan Information Property Information
Mortgage Loan Seller: WFB Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/S&P/MDBRS): NR/NR/NR Location: Commerce, CA 90040
Original Balance: $45,000,000 General Property Type: Office
Cut-off Date Balance: $45,000,000 Detailed Property Type: Suburban
% of Initial Pool Balance: 5.9% Title Vesting: Fee
Loan Purpose: Refinance Year Built/Renovated: 1958-1988 / 2016-2017, 2019
Borrower Sponsor: Omninet Capital Size: 283,948 SF
Guarantors: Neil Kadisha and Benjamin Nazarian Cut-off Date Balance PSF: $158
Mortgage Rate: 6.4730% Maturity Date Balance PSF: $158
Note Date: 12/19/2025 Property Manager: Omninet Property Management,
Maturity Date: 1/11/2031 LLC (Borrower-related)
Term to Maturity: 60 months Underwriting and Financial Information
Amortization Term: 0 months UW NOI: $5,832,985
IO Period: 60 months UW NCF: $5,516,986
Seasoning: 2 months UW NOI Debt Yield: 13.0%
Prepayment Provisions: L(26),D(27),O(7) UW NCF Debt Yield: 12.3%
Lockbox/Cash Mgmt Status: Hard/Springing UW NOI Debt Yield at Maturity: 13.0%
Additional Debt Type: NAP UW NCF DSCR: 1.87x
Additional Debt Balance: NAP Most Recent NOI: $5,884,804 (8/31/2025 TTM)
Future Debt Permitted (Type): No (NAP) 2nd Most Recent NOI: $5,586,775 (12/31/2024)
3rd Most Recent NOI: $5,435,288 (12/31/2023)
 Reserves(1) Most Recent Occupancy: 99.6% (12/1/2025)
Type Initial Monthly Cap 2nd Most Recent Occupancy: 99.4% (12/31/2024)
RE Taxes: $235,144 $58,786 NAP 3rd Most Recent Occupancy: 99.0% (12/31/2023)
Insurance: $0 Springing NAP Appraised Value (as of): $75,900,000 (12/1/2025)
Replacement Reserve: $0 $5,916 $212,961 Appraised Value PSF: $267
Leasing Reserve: $2,717,298 Springing $735,036 Cut-off Date LTV Ratio: 59.3%
Immediate Repair Reserve: $10,350 $0 NAP Maturity Date LTV Ratio: 59.3%
Rent Concession Reserve:    $241,258 $0 NAP
Sources and Uses(1)
Sources Proceeds % of Total Uses Proceeds % of Total
Mortgage Loan Amount: $45,000,000 97.5% Loan Payoff: $42,661,741 92.4%
Borrower Sponsor Equity: $1,163,664 2.5% Closing Costs: $297,872 0.6%
Upfront Reserves: $3,204,050 6.9%
Total Sources: $46,163,664 100.0% Total Uses: $46,163,664 100.0%

 

(1)See “Escrows and Reserves” below.

The Mortgage Loan. The sixth largest mortgage loan (the “Commerce Office Park Mortgage Loan”) is a mortgage loan in the original principal amount of $45,000,000 secured by the borrower’s fee interest in five individual office buildings containing 283,948 SF, located in Commerce, California (the “Commerce Office Park Property”).

The Borrower and the Borrower Sponsor. The borrower is Omninet Commerce Owner, LLC (“Borrower”), a Delaware limited liability company and single purpose entity with one independent director. Legal counsel to the Borrower delivered a non-consolidation opinion in connection with the origination of the Commerce Office Park Mortgage Loan. The non-recourse carveout guarantors are Neil Kadisha and Benjamin Nazarian.

Neil Kadisha and Benjamin Nazarian are co-founders and managing partners of Omninet Capital (“Omninet Capital” or “Borrower Sponsor”). Omninet Capital, founded in the early 1980s and headquartered in Beverly Hills, California, is a privately held investment firm specializing in commercial real estate and venture capital. The firm manages a diversified portfolio exceeding 10,000,000 SF of commercial space and 13,000 multifamily residential units across the United States. With experience across all property types, Omninet Capital is actively acquiring value-added commercial real estate.

The Property. The Commerce Office Park Property is a Class A multi-tenant, low to mid-rise office building property and consists of five buildings ranging from two to three stories across the buildings, totaling 283,948 SF, and a four-story parking garage, located in Commerce, California. Built in phases from 1958 to 1988 and most recently renovated in 2019, the Commerce Office Park Property is constructed on 15.61-acres of land and contains 816 parking spaces (2.9 spaces per 1,000 SF). As of December, 1, 2025, the Commerce Office Park Property was 99.6% leased to eight unique tenants and has a weighted-average remaining lease term of 7.1 years.

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

77

Office - Suburban Loan #6 Cut-off Date Balance:   $45,000,000
4900, 5500, 5700, 5770 South
Eastern Avenue,
Commerce Office Park Cut-off Date LTV:   59.3%
5801 East Slauson Avenue   UW NCF DSCR:   1.87x
Commerce, CA 90040   UW NOI Debt Yield:   13.0%

Major Tenants.

County of Los Angeles, Child Support Services Department (137,238 SF; 48.3% of NRA; 47.3% of underwritten rent). County of Los Angeles, Child Support Services Department provides child support services for families that were on welfare in order to recover public aid paid to those families. The County of Los Angeles, Child Support Services Department was established as an independent county department whose responsibility is to manage the child support program in Los Angeles County. The County of Los Angeles, Child Support Services Department has been at the Commerce Office Park Property since 2004 and has a lease expiration date of January 31, 2041 (subject to termination rights described in the Tenant Summary below) with one five-year renewal option.

State of California, Department of Justice (65,529 SF; 23.1% of NRA; 23.5% of underwritten rent). State of California, Department of Justice is the department in the California executive branch under the leadership of the California Attorney General who has the duty to collect, analyze, and report statistical data, which provides valid measures of crime and the criminal justice process to government and the citizens of California. The tenant has been located at the Commerce Office Park Property since 2002 and has lease expiration dates of January 31, 2034, as to its Building 5500 space and April 12, 2029 as to its Building 5770 space (subject to termination rights described in the Tenant Summary below) with no renewal option.

County of Los Angeles, Sheriff Department (38,936 SF; 13.7% of NRA; 13.7% of underwritten rent). County of Los Angeles, Sheriff Department is the nation's largest Sheriff's Department and the second largest policing agency in the United States. It is the largest contract policing agency in the nation, sole policing agency for 42 of 88 cities in the County of Los Angeles, 10 community colleges, and over one million daily commuters of Metrolink and the Metropolitan Transportation Authority trains and buses. The County of Los Angeles, Sheriff Department manages the nation's largest local jail system with a housing capacity of nearly 20,000 inmates. The County of Los Angeles, Sheriff Department has been located at the Commerce Office Park Property since 2000 and has a lease expiration date of July 31, 2036 (subject to termination rights described in the Tenant Summary below) with one five-year renewal option.

The following table presents certain information relating to the tenancy at the Commerce Office Park Property:

Tenant Summary(1)
Tenant Name Credit Rating (Moody’s/ Fitch/S&P) Tenant SF Approx. % of SF Annual UW Base Rent % of Total Annual UW Base Rent Annual UW Base Rent PSF Lease Exp. Renewal Options Term Option (Y/N)
Major Tenants

County of Los Angeles, Child

Support Services Department

Aa1/AAA/AAA 137,238 48.3% $4,192,560 47.3% $30.55 Various 1 x 5 Yr Y(2)

State of California, Department of

Justice

Aa2/AA/AA- 65,529 23.1% $2,086,416 23.5% $31.84 1/31/2034 None Y(3)
County of Los Angeles, Sheriff Department Aa1/AAA/AAA 38,936 13.7% $1,215,114 13.7% $31.21 7/31/2036 1 x 5 Yr Y(4)
County of Los Angeles, Department of Health Services Aa1/AAA/AAA 26,360 9.3% $830,851 9.4% $31.52 4/30/2027 1 x 5 Yr Y(5)
State of California, Department of Motor Vehicles Aa2/AA/AA-

8,630

3.0%

$326,259

3.7%

$37.81

12/31/2030 None Y(6)
Major Tenants Subtotal/Wtd. Avg. 276,693  97.4% $8,651,200 97.6% $31.27
Other Tenants

6,080

2.1%

$209,926

2.4%

$34.53

Occupied Subtotal/Wtd. Avg. 282,773 99.6% $8,861,126 100.0% $31.34
Vacant Space

1,175

0.4%

Total/Wtd. Avg. 283,948 100.0%

 

(1)Based on the underwritten rent roll dated December 1, 2025.
(2)County of Los Angeles, Child Support Services Department has the right to terminate its lease (A) with respect to its space at Building 5500 (48,794 SF) at any time after February 1, 2038 (12th anniversary of renewal term commencement) with nine months prior notice (Lease expiration date of 01.31.2041) and (B) with respect to its space at Building 5770 (88,444 SF), at any time after May 1, 2027 with 6 months prior notice (Lease expiration date of 04.12.2029). Further, with respect to its space at Building 5500 only, the tenant has an appropriations-based right to terminate its lease prior to October 1, 2030 if the County of Los Angeles, reduces the related departmental budget by 17% or more and, as a direct result thereof, program services at Building 5500 are terminated.
(3)State of California, Department of Justice has the right to terminate its lease at any time on or August 31, 2029 with 60 days prior notice (Lease expiration date of 01.31.2034).
(4)County of Los Angeles, Sheriff’s Department has the right to terminate its lease at any time after August 1, 2034 with nine months prior notice (Lease expiration date of 07.31.2036).
(5)County of Los Angeles, Department of Health Services has right to terminate its lease at any time after April 30, 2025 with six months prior notice. (Lease expiration date of 04.30.2029).
(6)State of California, Department of Motor Vehicles has the right to terminate its lease at any time on or after September 30, 2026 with one month prior notice. (Lease expiration date of 12.31.2030).

 

 

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

78

Office - Suburban Loan #6 Cut-off Date Balance:   $45,000,000
4900, 5500, 5700, 5770 South
Eastern Avenue,
Commerce Office Park Cut-off Date LTV:   59.3%
5801 East Slauson Avenue   UW NCF DSCR:   1.87x
Commerce, CA 90040   UW NOI Debt Yield:   13.0%

The following table presents certain information relating to the lease rollover schedule at the Commerce Office Park Property:

Lease Rollover Schedule(1)
Year # of Leases Rolling SF Rolling Approx. % of SF Rolling Approx. Cumulative % of SF Rolling Total UW Base Rent Rolling Approx. % of Total UW Base Rent Rolling Approx. Cumulative % of Total UW Base Rent Rolling UW Base Rent PSF Rolling
MTM/2026 0 0 0.0% 0.0% $0 0.0% 0.0% $0.00
2027 2 31,112 11.0% 11.0% $991,303 11.2% 11.2% $31.86
2028 0 0 0.0% 11.0% $0 0.0% 11.2% $0.00
2029 1 88,444 31.1% 42.1% $2,601,773 29.4% 40.5% $29.42
2030 2 9,958 3.5% 45.6% $375,733 4.2% 44.8% $37.73
2031 0 0 0.0% 45.6% $0 0.0% 44.8% $0.00
2032 0 0 0.0% 45.6% $0 0.0% 44.8% $0.00
2033 0 0 0.0% 45.6% $0 0.0% 44.8% $0.00
2034 2 65,529 23.1% 68.7% $2,086,416 23.5% 68.3% $31.84
2035 0 0 0.0% 68.7% $0 0.0% 68.3% $0.00
Thereafter 2 87,730 30.9% 99.6% $2,805,901 31.7% 100.0% $31.98
Vacant 0 1,175 0.4% 100.0% $0 0.0% 100.0% $0.00
Total/Wtd. Avg.(2) 9 283,948 100.0% $8,861,126 100.0% $31.34

 

(1)Based on the underwritten rent roll dated December 1, 2025.
(2)Total/Wtd. Avg. UW Rent PSF Rolling excludes vacant space.

The Market. The Commerce Office Park Property is a low to mid-rise office complex located in the City of Commerce, Los Angeles County, California with frontage along South Eastern Avenue and East Slauson Avenue, offering access to major transportation routes, including Interstate 5 and Interstate 710. The Commerce Office Park Property is located within the Los Angeles – Long Beach – Anaheim, CA Metropolitan Statistical Area adjacent to Interstate 10 and Interstate 405. The Commerce Office Park Property is situated approximately 19.8 miles from Los Angeles International Airport. Demand generators in the area include 99 Cents Only Stores, Smart & Final, Commerce Casino, Unified Grocers, and Uniserve Facilities Services. Major employers in the area include Allied Universal, County of Los Angeles, Los Angeles Unified School District, The Walt Disney Company, and Kaiser Foundation Health Plan.

According to the appraisal, the Commerce Office Park Property is located within the Southeast Los Angeles submarket of the Los Angeles office market. As of the second quarter of 2025, the submarket had an inventory of approximately 10,200,000 SF with a vacancy rate of 5.2% and asking rent of $31.48 PSF. The appraiser concluded a market rent of $32.50 for the Commerce Office Park Property.

According to the appraisal, the 2024 population within a one-, three- and five-mile radius of the Commerce Office Park Property was 8,894, 254,317 and 757,750, respectively. The median household income within the same radii, as of 2024, was $60,024, $63,272 and $69,319, respectively.

The following table presents certain information relating to the appraisal’s market rent conclusion for the Commerce Office Park Property:

 Commerce Office Park(1)
Market Rent (PSF) $32.50
Lease Term (Years) 5.25
Lease Type Full Service
Escalations (Annual) 3.00%
Tenant Improvements (New/Renewal) $15 / $10
Leasing Commissions (New/Renewal) 5.0% / 2.5%
Free Rent (Months) (New/Renewal) 3 / 2
(1) Information obtained from the appraisal.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

79

Office - Suburban Loan #6 Cut-off Date Balance:   $45,000,000
4900, 5500, 5700, 5770 South
Eastern Avenue,
Commerce Office Park Cut-off Date LTV:   59.3%
5801 East Slauson Avenue   UW NCF DSCR:   1.87x
Commerce, CA 90040   UW NOI Debt Yield:   13.0%

The table below presents certain information relating to comparable properties to the Commerce Office Park Property identified by the appraiser:

Comparable Office Leases
Property Name Year Built/Renovated Occ Total NRA (SF)

Tenant

Lease Date/

Term (yrs.)

Lease Size (SF) Base Rent PSF

Commerce Office Park
4900, 5500, 5700, 5770 South Eastern Avenue

5801 East Slauson Avenue
Commerce, CA 90040

1958-1988 / 2016-2017, 2019 99.6%(1) 283,948(1) County of Los Angeles, Child Support Services Department - - -

Corporate Center Drive

1000 Corporate Center Drive, Monterey Park, CA, 91754

1983/NAP 89.0% 119,883 Janney & Janney Attorney Services Inc. May-24 / 3.2 5,620 $34.80

Heritage Corporate Center III

12070 Telegraph Road
Santa Fe Springs, CA 90670

1987/NAP 100.0% 52,147 First Pacific Bank Oct-23 / 5.2 3,608 $28.20

Wells Fargo Bank
5701 S Eastern Ave

Commerce, CA 90040

1984/2005 97.2% 151,800 Blended Clothing Aug-23 / 5.3 8,870 $31.20

Norwalk Corporate Plaza

12501 Imperial Highway

Norwalk, CA 90650

1977/1994 100.0% 121,381 HNTB Jul-23 / 4.8 14,832 $28.20

City National Bank,
5601 E Slauson Ave,

Commerce, CA 90040

1983/2005 82.8% 47,603 City National Bank Apr-23 / 5.0 5,925 $32.40

 

Source: Appraisal.

(1)Based on the underwritten rent roll dated December 1, 2025.

Appraisal. According to the appraisal as of December 1, 2025, the Commerce Office Park Property had an “as-is” appraised value of $75,900,000.

Environmental Matters. According to the Phase I environmental site assessment dated May 21, 2025, there was no evidence of any recognized environmental conditions at the Commerce Office Park Property.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

80

Office - Suburban Loan #6 Cut-off Date Balance:   $45,000,000
4900, 5500, 5700, 5770 South
Eastern Avenue,
Commerce Office Park Cut-off Date LTV:   59.3%
5801 East Slauson Avenue   UW NCF DSCR:   1.87x
Commerce, CA 90040   UW NOI Debt Yield:   13.0%

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the Commerce Office Park Property:

Cash Flow Analysis(1)
2022 2023 2024 8/31/2025 TTM UW UW PSF
Base Rent $8,146,697 $8,383,427 $8,601,392 $8,726,710 $8,427,650 $29.68
Grossed Up Vacant Space $0 $0 $0 $0 $471,664 $1.66
Gross Potential Rent $8,146,697 $8,383,427 $8,601,392 $8,726,710 $8,899,314 $31.34
Vacancy/Credit Loss $0 $0 $0 $0 ($471,664)   ($1.66)
Straight Line Rent $0 $0 $0 $0 $393,258 $1.38
Free Rent Adjustment

$0

$0

$0

$0

($20,843)

($0.07)

Net Rental Income $8,146,697 $8,383,427 $8,601,392 $8,726,710 $8,800,065 $30.99
CAM Reimbursements $1,915 $13,743 $542 $34,149 $2,922 $0.01
Expense Reimbursement $3,002 $1,045 $2,753 $2,685 $0 $0.00
Other Income $827 $43,439 $119,058 $147,043 $41,400 $0.15
Effective Gross Income $8,152,442 $8,441,653 $8,723,746 $8,910,586 $8,844,387 $31.15
Real Estate Taxes $465,382 $478,891 $509,112 $514,294 $522,857 $1.84
Insurance $66,371 $79,102 $106,459 $122,028 $196,054 $0.69
Management Fee $326,907 $342,351 $351,265 $362,301 $265,332 $0.93
Other Operating Expenses $2,057,469 $2,106,022 $2,170,135 $2,027,159 $2,027,159 $7.14
Total Expenses $2,916,129 $3,006,366 $3,136,971 $3,025,782 $3,011,402 $10.61
Net Operating Income $5,236,313 $5,435,288 $5,586,775 $5,884,804 $5,832,985 $20.54
Capital Expenses $0 $0 $0 $0 $70,987 $0.25
TI/LC

$0

$0

$0

$0

$245,012

$0.86

Net Cash Flow $5,236,313 $5,435,288 $5,586,775 $5,884,804 $5,516,986 $19.43
Occupancy (%)(2) 99.0% 99.0%     99.4% 99.6% 94.7%
NOI DSCR 1.77x 1.84x 1.89x 1.99x 1.98x
NCF DSCR 1.77x 1.84x 1.89x 1.99x 1.87x
NOI Debt Yield 11.6% 12.1% 12.4% 13.1% 13.0%
NCF Debt Yield 11.6% 12.1% 12.4% 13.1% 12.3%

 

(1)Historical cash flows reflect the full-year reporting period for the Borrower Sponsor, which has a fiscal year ending December 31st.
(2)8/31/2025 TTM occupancy reflects the 12/1/2025 underwritten rent roll, and the underwritten occupancy % represents economic occupancy.

Escrows and Reserves.

Tax Escrows – The Commerce Office Park Mortgage Loan documents require an upfront reserve of $235,144 for real estate taxes and ongoing monthly reserves equal to 1/12th of the annual estimated tax payments payable during the next ensuing 12 months, initially deposit of $58,786.

Insurance Escrows – The Commerce Office Park Mortgage Loan documents require upfront and ongoing insurance reserves in an amount equal to 1/12th of the annual estimated insurance payments; provided that no such reserves are required if, (i) no Cash Trap Event Period (as defined below) has occurred and is continuing; and (ii) the Commerce Office Park Property is covered under an acceptable blanket policy and the Borrower provides the lender with evidence of renewal.

Replacement Reserve – The Commerce Office Park Mortgage Loan documents require an ongoing monthly replacement reserve deposit of $5,916 capped at $212,961.

Leasing Reserves – The Commerce Office Park Mortgage Loan documents require an upfront deposit for tenant improvements and leasing commissions in the amount of $2,717,298, and subject to a Leasing Reserve Cap (defined below), ongoing monthly deposits of $20,418 for future TI/LC expenses. So long as no event of default is continuing, the Borrower must fund the account only to the extent that the combined balance of the leasing reserves and the lease event reserve funds (see below) is less than $735,036 (the “Leasing Reserve Cap”).

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

81

Office - Suburban Loan #6 Cut-off Date Balance:   $45,000,000
4900, 5500, 5700, 5770 South
Eastern Avenue,
Commerce Office Park Cut-off Date LTV:   59.3%
5801 East Slauson Avenue   UW NCF DSCR:   1.87x
Commerce, CA 90040   UW NOI Debt Yield:   13.0%

Lease Event Reserve Funds – The Commerce Office Park Mortgage Loan documents require that the Borrower deposit tenant-paid termination, modification or settlement payments in excess of $50,000 into the lease event reserve fund unless certain conditions are satisfied; (i) the combined balance of the leasing reserves and the lease event reserve funds is equal or greater than the Leasing Reserve Cap and (ii) the post-lease termination debt yield is equal to or greater than 10.0%.

Major Tenant Reserve – During the continuance of a Cash Trap Event Period, provided no event of default has occurred and is continuing, the Borrower is required to deposit excess cash flow with the lender for tenant improvement and leasing commission obligations that may be incurred with respect to the re-tenanting the Major Tenant Space (as defined below), in an amount not to exceed the Major Tenant Sweep Cap (as defined below).

Immediate Repair Reserves – The Commerce Office Park Mortgage Loan documents require an upfront deposit of $10,350 for the immediate repairs.

Rent Concession Reserve – The Commerce Office Park Mortgage Loan documents require an upfront deposit of $241,258 for outstanding free rent or abatements related to the County of Los Angeles, Sheriff Department and County of Los Angeles, Child Support Services Department.

Lockbox and Cash Management. The Commerce Office Park Mortgage Loan is structured with a hard lockbox and springing cash management. The Borrower or property manager are required to deposit rents if received into such lockbox account within three business day(s) of receipt. Prior to the occurrence of a Cash Trap Event Period, all funds in the lockbox account are required to be distributed to the Borrower. During a Cash Trap Event Period, funds in the lockbox account are required to be swept on each business day to a lender-controlled cash management account. Any excess cash flow remaining after satisfaction of the waterfall items outlined in the Commerce Office Park Mortgage Loan documents is required to be swept to an excess cash flow subaccount controlled by the lender as additional security for the Commerce Office Park Mortgage Loan during the continuance of the Cash Trap Event Period.

A “Cash Trap Event Period” will commence upon the earliest of the following:

  (i)  the occurrence of an event of default;
  (ii)  the net cash flow debt service coverage ratio (“NCF DSCR”), tested quarterly, falling below 1.20x (amortizing);
(iii)the County of Los Angeles, Child Support Services Department goes dark, vacates or otherwise fails to occupy the space;
(iv)the County of Los Angeles, Child Support Services Department provides notice of its intention not to renew its lease or fails to exercise its extension option or renew its lease prior to the date that is 12-months prior to its then current expiration date; or
(v)the County of Los Angeles, Child Support Services Department files, as a debtor, a voluntary petition under the bankruptcy code or any other creditors rights laws, or otherwise becomes involved, as a debtor, in a bankruptcy proceeding or other proceeding under creditors rights laws.

A Cash Trap Event Period will end upon the occurrence of the following:

with regard to clause (i) the cure of the related event of default;
with regard to clause (ii), the NCF DSCR being at least 1.25x for one calendar quarter;
with regard to clause (iii)-(v) above, a Major Tenant Re-Tenanting Event (as defined below) has occurred;
with regard to clause (iii) above, the County of Los Angeles, Child Support Services Department has resumed occupancy of, and resumed its normal business operations in, the tenant space for a period of two consecutive calendar quarters;
with regard to clause (iv) above, the lender receives satisfactory evidence, tenant estoppel certificate in form and substance that the County of Los Angeles, Child Support Services Department has exercised its renewal or extension option under the lease pursuant to the terms and conditions reasonably satisfactory to the lender; or
with regard to clause (v) above, the bankruptcy or insolvency proceeding has terminated in a manner reasonably satisfactory to the lender, the related lease has been affirmed, and the terms of such lease, as affirmed, are reasonably satisfactory to the lender.

A “Major Tenant Re-Tenanting Event” will occur when the lender has received satisfactory evidence that (i) the space currently occupied by County of Los Angeles, Child Support Services Department has been leased to replacement tenants, (ii) the tenant that is in occupancy of the space is paying full, unabated rent pursuant to the lease to the lender, and (iii) all tenant improvement costs and leasing commissions have been paid (or reserved with the lender).

“Major Tenant Space” means, individually or collectively, the tenant known as County of Los Angeles, on behalf of the Child Support Services Department, occupying approximately 137,238 SF, its successors and assigns, and any replacement tenant that enters into a lease for all or at least 25% of the Major Tenant Space in accordance with the terms of the Commerce Office Park Mortgage Loan documents.

“Major Tenant Sweep Cap” means, an amount equal to the product obtained by multiplying (i) $50.00 by (ii) the number of SF of Major Tenant Space that is the subject of any ongoing major tenant event period (which, for the avoidance of doubt, excludes any portion thereof that has been re-tenanted pursuant to a Major Tenant Re-Tenanting Event (as defined below) or subsequently renewed by the then-current major tenant on terms reasonably acceptable to lender).

Terrorism Insurance. The Commerce Office Park Mortgage Loan documents require that the property insurance policy required to be maintained by the Borrower provides coverage for terrorism in an amount equal to the full replacement cost of the Commerce Office Park Property, as well as business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity. The Commerce Office Park Mortgage Loan documents further provide for, and the in-place blanket property insurance policy includes, a $1,500,000 pre-paid and Borrower Sponsor-funded amount that is in escrow with the Borrower Sponsor and approved third party claims administrator to fund the deductible portion of any property insurance claims on a “first dollar” basis (i.e., escrowed funds are used first for deductibles until exhausted). See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the prospectus.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

82

Other  – Leased Fee Loan #7 Cut-off Date Balance:   $40,000,000
Various, Various Haven Leased Fee Portfolio Cut-off Date LTV:   76.3%
    UW NCF DSCR:   1.10x
    UW NOI Debt Yield:   6.1%

 

 

 


THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

83

Other  – Leased Fee Loan #7 Cut-off Date Balance:   $40,000,000
Various, Various Haven Leased Fee Portfolio Cut-off Date LTV:   76.3%
    UW NCF DSCR:   1.10x
    UW NOI Debt Yield:   6.1%

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

84

Mortgage Loan No. 7 – Haven Leased Fee Portfolio

Mortgage Loan Information Property Information
Mortgage Loan Seller: GSMC Single Asset/Portfolio: Portfolio
Credit Assessment (Fitch/S&P/MDBRS): NR/NR/NR Location: Various, Various
Original Balance(1): $40,000,000 General Property Type: Other
Cut-off Date Balance(1): $40,000,000 Detailed Property Type: Leased Fee
% of Initial Pool Balance: 5.2% Title Vesting: Fee
Loan Purpose: Refinance Year Built/Renovated: NAP/NAP
Borrower Sponsor: Haven Propco I LP Size: 2,206,442 SF
Guarantor: Haven Propco I LP Cut-off Date Balance per SF(1): $73
Mortgage Rate: 5.4360% Maturity Balance per SF(1): $73
Note Date: 1/27/2026 Property Managers: NAP
Maturity Date: 2/6/2031
Original Term to Maturity: 60 months
Original Amortization Term: 0 months Underwriting and Financial Information
IO Period: 60 months UW NOI: $9,681,710
Seasoning: 1 month UW NCF: $9,681,710
Prepayment Provisions(2): L(25),D(28),O(7) UW NOI Debt Yield(1): 6.1%
Lockbox/Cash Mgmt Status: Hard/In Place(7) UW NCF Debt Yield(1): 6.1%
Additional Debt Type(1): Pari Passu UW NOI Debt Yield at Maturity(1): 6.1%
Additional Debt Balance(1): $120,000,000 UW NCF DSCR(1): 1.10x
Future Debt Permitted (Type): No (NAP) Most Recent NOI(4): NAV
2nd Most Recent NOI(4): NAV
Reserves(3) 3rd Most Recent NOI(4): NAV
Type Initial Monthly Cap Most Recent Occupancy(4): NAP
RE Taxes: $0 Springing NAP 2nd Most Recent Occupancy(4): NAP
Insurance: $0 Springing NAP 3rd Most Recent Occupancy(4): NAP
TI/LC Reserve: $0 $0 NAP Appraised Value (as of)(5): $209,580,000 (11/22/2025)
Ground Lease Reserve: $175,986  $39,967(6) $702,000 Appraised Value PSF(5): $95
Cut-off Date LTV Ratio(1): 76.3%
Maturity Date LTV Ratio(1): 76.3%

Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Whole Loan Amount: $160,000,000 100.0% Loan Payoff: $153,616,290 96.0%
Return of Equity: $4,062,906 2.5%
Closing Costs: $2,144,818 1.3%
Upfront Reserves: $175,986 0.1%
Total Sources: $160,000,000 100.0% Total Uses: $160,000,000 100.0%

 

(1)The Haven Leased Fee Portfolio Mortgage Loan (as defined below) is part of the Haven Leased Fee Portfolio Whole Loan (as defined below), which is comprised of eight pari passu promissory notes with an aggregate original principal balance of $160,000,000. The Underwriting and Financial Information presented above are based on the aggregate Cut-off Date principal balance of the Haven Leased Fee Portfolio Whole Loan.
(2)Defeasance of the Haven Leased Fee Portfolio Whole Loan is permitted at any time after the date that is the earliest to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) February 5, 2029. The assumed defeasance lockout period of 25 payments is based on the anticipated closing date of the WFCM 2026-5C8 securitization trust in March 2026. The actual defeasance lockout period may be longer.
(3)The Haven Leased Fee Portfolio Whole Loan is currently subject to a Trigger Period (as defined below). Certain of the springing reserves are currently being collected. See “Escrows and Reserves” below.
(4)Most recent and historical financial information and occupancy information are not available since the underwritten financials are based on contractual ground rent.
(5)The Appraised Value is based on the “As Portfolio” value, inclusive of a 5.0% portfolio premium. The sum of the individual appraised values is $199,600,000, which equates to a Cut-off Date LTV Ratio and Maturity Date LTV Ratio of 80.2%.
(6)The Monthly Ground Lease Reserve of $39,967 is only the March payment and subsequent deposits are subject to a schedule of escalations set forth in the Haven Leased Fee Portfolio Whole Loan documents.
(7)The Haven Leased Fee Portfolio Whole Loan is structured with springing cash management. However, pending either (i) the occurrence of a Vreeland Resolution Event (as defined below) or (ii) the ground lease reserve containing at least $702,000, the Haven Leased Fee Portfolio Whole Loan is subject to an ongoing Trigger Period, pursuant to which all funds in the lockbox account will be swept into a lender-controlled cash management account to be distributed in accordance with the requirements of the Haven Leased Fee Portfolio Whole Loan documents.

The Mortgage Loan. The seventh largest mortgage loan (the “Haven Leased Fee Portfolio Mortgage Loan”) is part of a whole loan (the “Haven Leased Fee Portfolio Whole Loan”) evidenced by eight pari passu promissory notes that are secured by the borrowers’ leased fee interest in a six-property portfolio, comprised of the ground beneath three multifamily properties and three office properties (each, a “Haven Leased Fee Portfolio Property” and collectively, the “Haven Leased Fee Portfolio Properties” or the “Haven Leased Fee Portfolio”) located across three states, including New York, New Jersey and Missouri. The Haven Leased Fee Portfolio Mortgage Loan is evidenced by one promissory note with an original principal balance as of the Cut-off Date of $40,000,000.

The Haven Leased Fee Portfolio Whole Loan was co-originated by Goldman Sachs Bank USA and Morgan Stanley Mortgage Capital Holdings LLC (“MSMCH”) on January 27, 2026, has a five-year interest-only term and accrues interest at a fixed rate of 5.4360% per annum. The Haven Leased Fee Portfolio Whole Loan requires monthly payments of interest only for all 60 months of the loan term. The proceeds of the Haven Leased Fee Portfolio Whole Loan were used to refinance existing debt, pay origination costs, and repatriate equity to the borrower sponsor.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

85

Other  – Leased Fee Loan #7 Cut-off Date Balance:   $40,000,000
Various, Various Haven Leased Fee Portfolio Cut-off Date LTV:   76.3%
    UW NCF DSCR:   1.10x
    UW NOI Debt Yield:   6.1%

The Haven Leased Fee Portfolio Whole Loan will be serviced pursuant to the pooling and servicing agreement for the WFCM 2026-5C8 securitization trust. The relationship between the holders of the Haven Leased Fee Portfolio Whole Loan is governed by a co-lender agreement. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “The Pooling and Servicing Agreement” in the prospectus.

Haven Leased Fee Portfolio Whole Loan Summary
Note Original Balance      Cut-off Date Balance Note Holder Controlling Note
A-1-1 $40,000,000   $40,000,000 WFCM 2026-5C8 Yes
A-1-2(1) $28,000,000   $28,000,000 Goldman Sachs Mortgage Company No
A-1-3(1) $20,000,000   $20,000,000 Goldman Sachs Mortgage Company No
A-1-4(1) $15,000,000   $15,000,000 Goldman Sachs Mortgage Company No
A-1-5(1) $9,000,000     $9,000,000 Goldman Sachs Mortgage Company No
A-2-1(1) $20,000,000   $20,000,000 MSMCH No
A-2-2(1) $20,000,000   $20,000,000 MSMCH No
A-2-3(1) $8,000,000     $8,000,000 MSMCH No
Total $160,000,000 $160,000,000
(1)Expected to be contributed to one or more future securitization transactions or may otherwise be transferred at any time.

The Borrowers and the Borrower Sponsor. The borrowers for the Haven Leased Fee Portfolio Whole Loan are Haven Propco I Illustrator LLC, Haven Propco I Paramus Port LLC, Haven Propco I Borrower LLC, Haven Propco I Vreeland LLC, Haven Propco I 12800 Corp Hill LLC, Haven Propco I Arches LLC and Haven Propco I Grand Concourse LLC, each a Delaware limited liability company and single purpose entity with an independent director in its organizational structure. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Haven Leased Fee Portfolio Whole Loan.

The borrower sponsor and non-recourse carveout guarantor is Haven Propco I LP (“Haven Capital”). Haven Capital, founded in 2021 by Ares Management and Regis Group, is the leading dedicated private ground lease investment platform focused exclusively on creating, prepayable, long-term (99 years with repurchase options), modern ground lease positions on high quality assets across the country. Haven Capital has more than $2.0 billion in capacity for all asset classes across the top 30 metropolitan statistical areas with funding provided by the world’s largest real estate investors.

The Properties. The Haven Leased Fee Portfolio is comprised of three multifamily properties, which are located in Bronx, New York (“The Arches Property”), New Rochelle, New York (“The Illustrator Property”) and Bronx, New York (the “276 Grand Concourse Property”) and three office properties, which are located in Des Peres, Missouri (the “Corporate Hill IV Property”), Paramus, New Jersey (the “Paramus Property”) and Florham Park, New Jersey (the “25 Vreeland Property”), totaling 2,206,442 SF located across New York, New Jersey and Missouri.

The Arches Property. The Arches Property, located at 224-228 East 135th Street, Bronx, New York, is a 430-unit multifamily property that was constructed in 2023. The ground lease, which had an initial term of 99 years, commenced in April 2022 and expires in April 2121. There are 95.1 years of remaining term on the ground lease, with annual rent steps of 1.75%. The Arches Property has an in-place occupancy of 97.7% and multifamily rents of $3,074 per unit.

The Paramus Property. The Paramus Property, located at 15 East Midland Avenue and 461 From Road, Paramus, New Jersey, is a suburban office property consisting of two buildings that were constructed in 1988 and renovated in 2021. The building totals 542,671 SF and is currently 81.9% occupied by 22 tenants with a weighted average lease term of 6.26 years. The 98-year ground lease commenced in December 2021 and expires in December 2120.

The 276 Grand Concourse Property. The 276 Grand Concourse Property, located in the Bronx, New York, is a multifamily property constructed in 2022. The ground lease has a 99-year term, which commenced in February 2022 and expires in February 2121. The ground lease has a remaining term of 95.2 years and takes annual steps of 1.75%. The improvements total 215 units, which are currently 98.1% occupied with in-place rents of $2,947 per month.

The Corporate Hill IV Property. The Corporate Hill IV Property, located at 12800 Corporate Hill Drive, Des Peres, Missouri, is a suburban office property that was constructed in 1984 and renovated in 2020. Situated on 6.97 acres of land, the Corporate Hill IV Property is improved with a 181,631 SF office building, which was built in 1984 and renovated in 2020. The Corporate Hill IV Property is currently 100% occupied by Centene (S&P / Fitch: BBB-/BBB) who subleasing their space to SSM Healthcare (Fitch: AA-). SSM Healthcare’s sublease extends through Centene’s October 2030 lease expiration date and they additionally executed a forward five-year lease through October 2035. The 99-year ground lease commenced in August 2021 and has a remaining term of 95.2 years (June 2120 lease expiration date).

The Illustrator Property. The Illustrator Property, located at 600 & 606 North Avenue, New Rochelle, New York, is a multifamily property constructed in 2021. In addition to 76 multifamily units, the Illustrator Property also includes four ground level retail suites. As of the September 2025 rent roll, the units were 85.5% occupied, 9.8% below the comparables’ average occupancy of 95.3%. The ground lease is a 99-year lease, which commenced in September 2021 and expires in September 2120. The ground lease has a remaining term of 94.5 years and has annual rent steps of 2.0%.

The 25 Vreeland Property. The 25 Vreeland Property, located at 125A Vreeland Road & 25B Vreeland Road, Florham Park, New Jersey, is an office property consisting of two buildings that were constructed in 1983. The ground lease, which began in 2022, has a term of 99 years (95.7 years remaining) with an expiration date of December 31, 2121. The 25 Vreeland Property is improved with 230,453 SF of office space, of which 70.2% is occupied with a weighted average lease term of 3.17 years.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

86

Other  – Leased Fee Loan #7 Cut-off Date Balance:   $40,000,000
Various, Various Haven Leased Fee Portfolio Cut-off Date LTV:   76.3%
    UW NCF DSCR:   1.10x
    UW NOI Debt Yield:   6.1%

All three multifamily properties are subject to affordable housing restrictions as a condition to active tax abatement programs. Specifically (i) The Arches Property and the 276 Grand Concourse Property, which are each subject to a 35-year New York 421-a tax abatement through the 2055-2056 tax year (with respect to The Arches Property) and the 2056-2057 tax year (with respect to the 276 Grand Concourse Property), respectively, providing an exemption on taxes attributable to an increase in the assessed value of such Haven Leased Fee Portfolio Properties from certain qualified improvements (with a 100% exemption on such taxes through the 2045-2046 tax year (with respect to The Arches Property) and the 2046-2047 tax year (with respect to the 276 Grand Concourse Property), respectively, and a 30% exemption thereafter), and (ii) the Illustrator Property, which is subject to a 20-year payment-in-lieu of taxes (“PILOT”) program with the City of New Rochelle through the 2043-2044 tax year providing an exemption on taxes at the Illustrator Property in an amount equal to 70% for the 2025-2026 tax year, 50% for the 2026-2027 tax year through the 2034-2035 tax year and a percentage decreasing by 5% for each tax year thereafter. According to the related appraisals, 2025-2026 abated taxes were (i) with respect to The Arches Property, $32,419 versus unabated taxes of $3,619,314, (ii) with respect to the 276 Grand Concourse Property, $44,416 versus unabated taxes of $1,841,706, and (iii) with respect to the Illustrator Property, $110,164 versus unabated taxes of $367,215 (provided that the appraisal based such figures solely on the residential component of the Illustrator Property given that the commercial tenants reimburse taxes on a triple-net basis). See “Description of the Mortgage Pool—Real Estate and Other Tax Considerations” in the prospectus.

The leasehold interest in the 25 Vreeland Property is subject to a foreclosure proceeding, in connection with which the Haven Leased Fee Portfolio Whole Loan is currently subject to an ongoing cash management period as discussed under “Escrows and Reserves” below.

The following table presents certain information relating to the Haven Leased Fee Portfolio Properties:

Portfolio Summary
Property Address City, State SF(1) Allocated Whole Loan Amount % of Allocated Whole Loan Amount Appraised Value(2)
The Arches Property 224-228 East 135th Street Bronx, NY  48,976  $66,089,000 41.3% $82,900,000
Paramus Property 15 East Midland Avenue & 461 From Road Paramus, NJ  1,050,667  $28,062,000 17.5% $35,200,000
276 Grand Concourse
Property
276 Grand Concourse Bronx, NY  27,916  $27,504,000 17.2% $34,500,000
Corporate Hill IV Property 12800 Corporate Hill Drive Des Peres, MO  303,613  $14,828,000 9.3% $18,600,000
The Illustrator Property 600 and 606 North Avenue New Rochelle, NY  37,669  $12,516,000 7.8% $14,600,000
25 Vreeland Property 25A Vreeland Road and 25B Vreeland Road Florham Park, NJ  737,601  $11,001,000 6.9% $13,800,000
Total/Weighted Average 2,206,442 $160,000,000 100.0% $209,580,000(2)
(1)Based on the underwritten rent roll as of January 26, 2026.
(2)Represents the “As Portfolio” value, inclusive of a 5.0% portfolio premium. The sum of the individual appraised values is $199,600,000, which equates to a Cut-off Date LTV Ratio and LTV Ratio at Maturity of 80.2%.

The Market. The Haven Leased Fee Portfolio Properties are located across three states: New York (three properties, 66.3% of UW NCF), New Jersey (two properties, 24.4% of UW NCF) and Missouri (one property, 9.3% of UW NCF). The three multifamily properties are located in the greater New York market, which exhibits a vacancy rate of 2.8% and a projected five-year rent growth of 2.2%. The office properties are located across three markets (New York, New York, Saint Louis, Missouri and Northern New Jersey), which have an average vacancy rate of 11.1%.

Appraisal. According to the roll-up appraisal dated December 8, 2025 the Haven Leased Fee Portfolio Properties had an “as-portfolio” appraised value of $209,580,000 as of November 22, 2025, which includes a portfolio premium of 5.0% based on the assumption that the Haven Leased Fee Properties are sold together as a portfolio on a bulk basis. The aggregate “as-is” value of the Haven Leased Fee Portfolio Properties according to appraisals dated between November 13, 2025 and November 21, 2025 without a portfolio premium is $199,600,000.

Environmental Matters. According to the Phase I environmental assessments with various dates between November 19, 2025 and November 21, 2025, there was no evidence of any recognized environmental conditions at the Haven Leased Fee Portfolio Properties. However, the Phase I environmental assessments identified controlled recognized environmental conditions with respect to The Arches Property and the 276 Grand Concourse Property in connection with historical operations. See “Description of the Mortgage Pool—Environmental Considerations” in the prospectus.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

87

Other  – Leased Fee Loan #7 Cut-off Date Balance:   $40,000,000
Various, Various Haven Leased Fee Portfolio Cut-off Date LTV:   76.3%
    UW NCF DSCR:   1.10x
    UW NOI Debt Yield:   6.1%

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the Haven Leased Fee Portfolio Properties:

Cash Flow Analysis
UW UW PSF(1)
Base Rent(2)

$9,681,710

$4.39

Gross Potential Rent $9,681,710 $4.39
Less: Vacancy

$0

$0.00

Effective Gross Income $9,681,710 $4.39
Total Operating Expenses $0 $0.00
Net Operating Income $9,681,710 $4.39
Replacement Reserves $0

$0.00

Net Cash Flow $9,681,710 $4.39
Occupancy 100.0%
NOI DSCR(3) 1.10x
NCF DSCR(3) 1.10x
NOI Debt Yield(3) 6.1%
NCF Debt Yield(3) 6.1%
(1)Based on total portfolio leasehold SF of 2,206,442.
(2)Represents the five-year average of contractual ground rent as of February 2026.
(3)Debt service coverage ratios and debt yields are based on the Haven Leased Fee Portfolio Whole Loan.

Escrows and Reserves. At origination of the Haven Leased Fee Portfolio Whole Loan, the borrowers deposited approximately $175,986 into a ground lease reserve account in respect of ground rent at the 25 Vreeland Property.

Tax Reserve – On the first payment date following the commencement of a Trigger Period the borrowers are required to deposit into a property tax reserve an amount equal to 1/12th of the property taxes for the Haven Leased Fee Portfolio Properties that the lender reasonably estimates will be payable during the next ensuing 12 months. This does not include property taxes for which any ground tenant is responsible for paying and/or reserving, other than in the case of ground tenants that are in default of their obligations to pay property taxes pursuant to their ground leases, in which case the borrowers are required to reserve for the property taxes with respect to such ground lease until the applicable ground tenant has cured the default. On each subsequent payment date during a Trigger Period, the borrowers are required to deposit into a property tax reserve an amount equal to 1/12th of the property taxes for the Haven Leased Fee Portfolio Properties that the lender reasonably estimates will be payable during the next ensuing 12 months.

Insurance Reserve – On the first payment date following the commencement of a Trigger Period, the borrowers are required to deposit into an insurance reserve an amount equal to 1/12th of the insurance premiums that the lender reasonably estimates will be payable during the next ensuing 12 months. This does not include insurance premiums for which any ground tenant is responsible for paying and/or reserving, other than in the case of ground tenants that are in default of their obligations to pay insurance premiums pursuant to their ground leases, in which case the borrowers are required to reserve for the insurance premiums with respect to such ground lease until the applicable ground tenant has cured the default. On each subsequent payment date during a Trigger Period, the borrowers are required to deposit into an insurance reserve an amount equal to 1/12th of the insurance premiums for the Haven Leased Fee Portfolio Properties that the lender reasonably estimates will be payable during the next ensuing 12 months.

Ground Lease Reserve – On each payment date following the commencement of a Trigger Period that is in effect pursuant to prong (x) of the definition thereof below, the borrowers are required to deposit into the ground lease reserve an amount in accordance with a schedule set forth in the Haven Leased Fee Portfolio Whole Loan documents (which will equal $39,967 for March and increase in accordance with such schedule thereafter), until the reserve contains at least $702,000.

A “Trigger Period” means each period (x) that commences as of the Haven Leased Fee Portfolio Whole Loan origination date and concludes, provided no other Trigger Period is then ongoing, when either (i) the ground lease reserve account contains at least $702,000 or (ii) upon delivery by the borrowers of evidence reasonably satisfactory to the lender of a Vreeland Resolution Event; (y) that commences when the debt service coverage ratio (as calculated under the Haven Leased Fee Portfolio Whole Loan documents), determined as of the last day of any fiscal quarter, is less than 1.04x and concludes when the debt service coverage ratio (as calculated under the Haven Leased Fee Portfolio Whole Loan documents), determined as of the first day of any fiscal quarter thereafter, is equal to or greater than 1.04x, or (z) that commences when there is any default by any ground tenant under any ground lease arising out of a failure to pay the rent required thereunder that is continuing beyond all applicable periods of notice and/or cure afforded to the ground tenant pursuant to the applicable ground lease and concludes when either (i) such default has been cured and all rental payments owed have been paid in full; (ii) a replacement ground lease is entered into with a tenant reasonably acceptable to the lender with rent no less favorable than the ground lease it is replacing or (iii) the borrowers have escrowed with the lender and maintained an escrow at an amount equal to 12 months of rent pursuant to such ground lease (and if the financial reports required under the terms of the Haven Leased Fee Portfolio Whole Loan documents are not delivered to the lender as and when required, a Trigger Period will be deemed to have commenced and be ongoing, unless and until such reports are delivered and they indicate that, in fact, no Trigger Period is ongoing). Notwithstanding the foregoing, provided no event of default under the Haven Leased Fee Portfolio Whole Loan documents is continuing, the borrowers will have the right to avoid the commencement or terminate the continuance of a Trigger Period commenced (or

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

88

Other  – Leased Fee Loan #7 Cut-off Date Balance:   $40,000,000
Various, Various Haven Leased Fee Portfolio Cut-off Date LTV:   76.3%
    UW NCF DSCR:   1.10x
    UW NOI Debt Yield:   6.1%

that would otherwise commence) under clause (x) above by delivering to the lender, as additional collateral, either cash or a letter of credit in the manner and in the amount set forth in the Haven Lease Fee Portfolio Whole Loan documents.

A ”Vreeland Resolution Event” means with respect to the leasehold foreclosure action with respect to the 25 Vreeland Property evidenced by a Lis Pendens dated as of November 25, 2025 by Valley National Bank as described under “The Properties” above, the occurrence of any of the following (to the reasonable satisfaction of the lender) (i) the completion of the foreclosure proceeding by Valley National Bank, (ii) Valley National Bank’s agreement to a loan modification or waiver of default under the loan that gave rise to such foreclosure proceeding such that the leasehold loan is in good standing and no longer in default, or (iii) the purchase of the ground lease in effect at the 25 Vreeland Property by a third-party and, in each case, there being no pending foreclosure or continuing event of default pursuant to the ground lease in effect at the 25 Vreeland Property; provided that, (i) no event of default under the Haven Leased Fee Portfolio Whole Loan is then continuing, (ii) there is no monetary or material non-monetary default then in effect pursuant to the ground lease at the 25 Vreeland Property and (iii) there is no default by any ground tenant under any ground lease arising out of a failure to pay the rent required thereunder that is continuing beyond all applicable periods of notice and/or afforded to the ground tenant pursuant to the applicable ground lease.

Lockbox and Cash Management. The Haven Leased Fee Portfolio Whole Loan is structured with a hard lockbox and springing cash management (provided that, pending either (i) the occurrence of a Vreeland Resolution Event or (ii) the ground lease reserve containing at least $702,000, the Haven Leased Fee Portfolio Whole Loan is subject to an ongoing Trigger Period). On or prior to the origination of the Haven Leased Fee Portfolio Whole Loan, the borrowers were required to establish and maintain one or more accounts with the lockbox bank into which all income from the Haven Leased Fee Portfolio Properties is required to be deposited. At the end of each business day the lockbox bank is required to remit all amounts contained in the lockbox account directly into an account specified by the lender. Within five business days of the origination of the Haven Leased Fee Portfolio Whole Loan, the borrowers were required to deliver notice to each ground tenant at the Haven Leased Fee Portfolio Properties that is not then paying rents into the lockbox account instructing that (i) all payments under its ground lease are required to be remitted directly to, and deposited directly into, the lockbox account, and (ii) such instruction may not be rescinded unless and until the ground tenant receives from the borrowers or the lender a copy of the lender’s written consent to such rescission. So long as no Trigger Period or event of default is continuing, the lender will specify the account for such remittance by the lockbox bank into the borrowers’ operating account, and during the continuance of a Trigger Period or event of default under the Haven Leased Fee Portfolio Whole Loan documents the lender will specify the lender’s cash management account for such remittance by the lockbox bank. All excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the Haven Leased Fee Portfolio Whole Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the Haven Leased Fee Portfolio Whole Loan, or, if no Trigger Period is continuing, disbursed to the borrowers. A Trigger Period took effect as of the Haven Leased Fee Portfolio Whole Loan origination date.

Release of Property. On any date after the earlier to occur of (i) February 6, 2029 and (ii) the second anniversary of the date on which the last promissory note has been securitized, the Haven Leased Fee Portfolio Whole Loan documents permit the related borrowers to obtain the release of any individual Haven Leased Fee Portfolio Properties provided that, among other conditions, (i) the borrowers defease the Haven Leased Fee Portfolio Whole Loan in an amount equal to the greater of (x)(a) with respect to The Arches Property, the 276 Grand Concourse Property or the Illustrator Property, 125% of the allocated loan amount for the individual Haven Leased Fee Portfolio Property to be released or (b) with respect to the Paramus Property, the Corporate Hill IV Property or the 25 Vreeland Property (collectively, the “Office Properties”), 120% of the allocated loan amount for the individual Haven Leased Fee Portfolio Property to be released or (y) 100% of the net sales proceeds for such Haven Leased Fee Portfolio Property, (ii) after giving effect to such release, (x) the debt yield will be no less than the greater of (1) 5.8% and (2) the debt yield immediately prior to such release, and (y) the allocated loan amounts with respect to the Office Properties do no exceed 65% of the then-outstanding principal balance of the Haven Leased Fee Portfolio Whole Loan, and (iii) the borrowers satisfy customary REMIC requirements.

Ground Lease. Each of the Haven Leased Fee Portfolio Properties are subject to a ground lease under which there is a single ground tenant. Each of the borrower entities own the fee interest in the land to their respective Haven Leased Fee Portfolio Property, and are the ground landlord pursuant to ground leases that each has executed with their respective ground tenant. The Haven Lease Fee Portfolio Whole Loan is secured by the borrowers’ leased fee interest in this land, as well as their position as ground landlord under each respective ground lease. The related ground leases at the Haven Leased Fee Portfolio Properties expire between August 17, 2120 and April 25, 2121. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Fee & Leasehold Estates; Ground Leases” in the prospectus for additional information.

Terrorism Insurance. The Haven Leased Fee Portfolio Whole Loan documents require that the “all risk” insurance policy required to be maintained by the borrowers, in an amount equal to the full replacement cost of the Haven Leased Fee Portfolio Properties, contains no exclusion for damage or destruction caused by acts of terrorism, as well as business interruption insurance covering a period of restoration of 18 months and a six-month extended period of indemnity. See “Risk Factors-Risks Relating to the Mortgage Loans-Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the prospectus.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

89

Office – CBD Loan #8 Cut-off Date Balance:   $40,000,000
136 Madison Avenue 136 Madison Cut-off Date LTV:   37.1%
New York, NY 10016   UW NCF DSCR:   3.18x
    UW NOI Debt Yield:   19.3%

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

90

Office – CBD Loan #8 Cut-off Date Balance:   $40,000,000
136 Madison Avenue 136 Madison Cut-off Date LTV:   37.1%
New York, NY 10016   UW NCF DSCR:   3.18x
    UW NOI Debt Yield:   19.3%

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

91

Office – CBD Loan #8 Cut-off Date Balance:   $40,000,000
136 Madison Avenue 136 Madison Cut-off Date LTV:   37.1%
New York, NY 10016   UW NCF DSCR:   3.18x
    UW NOI Debt Yield:   19.3%

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

92

Mortgage Loan No. 8 – 136 Madison

Mortgage Loan Information Property Information
Mortgage Loan Seller: CREFI Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/S&P/MDBRS): NR/NR/NR Location: New York, NY 10016
Original Balance(1): $40,000,000 General Property Type: Office
Cut-off Date Balance(1): $40,000,000 Detailed Property Type: CBD
% of Initial Pool Balance: 5.2% Title Vesting: Fee
Loan Purpose: Refinance Year Built/Renovated: 1916/2020
Borrower Sponsors: Michael T. Cohen, Robert B. Getreu, and Size: 308,287 SF
Andrew H. Roos Cut-off Date Balance Per SF: $195
Guarantors(2): NAP Maturity Date Balance Per SF: $195
Mortgage Rate: 5.5900% Property Manager: Colliers International REMS US,
Note Date: 2/4/2026 LLC (borrower-affiliated)
Maturity Date: 2/6/2031
Term to Maturity: 60 months Underwriting and Financial Information
Amortization Term: 0 months UW NOI(5): $11,560,150
IO Period: 60 months UW NCF: $10,823,979
Seasoning: 1 month UW NOI Debt Yield(1): 19.3%
Prepayment Provisions(3): L(25),D(28),O(7) UW NCF Debt Yield(1): 18.0%
Lockbox/Cash Mgmt Status: Springing/Springing UW NOI Debt Yield at Maturity(1): 19.3%
Additional Debt Type(1): Pari Passu UW NCF DSCR(1): 3.18x
Additional Debt Balance(1): $20,000,000 Most Recent NOI(5): $10,061,815 (11/30/2025 TTM)
Future Debt Permitted (Type): No (NAP) 2nd Most Recent NOI: $10,267,878 (12/31/2024)
Reserves(4) 3rd Most Recent NOI: $10,608,331 (12/31/2023)
Type Initial Monthly Cap Most Recent Occupancy: 88.2% (1/5/2026)
RE Taxes: $580,340 $290,170 NAP 2nd Most Recent Occupancy: 94.2% (12/31/2024)
Insurance: $0 Springing NAP 3rd Most Recent Occupancy: 88.2% (12/31/2023)
Replacement Reserve: $0 $9,530 NAP Appraised Value (as of): $161,900,000 (11/6/2025)
Appraised Value PSF: $525
Cut-off Date LTV Ratio: 37.1%
Maturity Date LTV Ratio: 37.1%

Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Whole Loan Amount: $60,000,000 97.3% Loan Payoff: $60,020,401 97.3%
Borrower Sponsor Equity: $1,669,931 2.7% Closing Costs: $1,069,189 1.7%
Upfront Reserves: $580,340 0.9%
Total Sources: $61,669,931 100.0% Total Uses: $61,669,931 100.0%

 

(1)The 136 Madison Mortgage Loan (as defined below) is part of a whole loan evidenced by two pari passu promissory notes with an aggregate original principal balance of $60,000,000. The information presented above is based on the 136 Madison Whole Loan (as defined below).
(2)There is no non-recourse carveout guarantor under the 136 Madison Whole Loan documents and the borrower is the only party liable under the environmental indemnity.
(3)Defeasance of the 136 Madison Whole Loan is permitted at any time after the earlier to occur of (a) the end of the two-year period commencing on the closing date of the securitization of the last promissory note representing a portion of the 136 Madison Whole Loan to be securitized and (b) February 4, 2029. The assumed defeasance lockout period of 25 payments is based on the anticipated closing date of the WFCM 2026-5C8 securitization in March 2026. The actual lockout period may be longer.
(4)See the “Escrows and Reserves” section below for further discussion.
(5)The increase from Most Recent NOI to UW NOI is primarily attributable to the borrower executing a new lease with Target accounting for $1,065,112 in underwritten base rent and underwritten rent steps of $420,412.

The Mortgage Loan. The eighth largest mortgage loan (the “136 Madison Mortgage Loan”) is part of a whole loan (the “136 Madison Whole Loan”) evidenced by two pari passu promissory notes with an aggregate original principal amount of $60,000,000. The 136 Madison Whole Loan is secured by a first priority fee mortgage encumbering a 308,287 SF office building with ground floor retail space located in the NoMad neighborhood of New York, New York (the “136 Madison Property”).

The 136 Madison Whole Loan was originated by Citi Real Estate Funding Inc. (“CREFI”). The 136 Madison Mortgage Loan is evidenced by the controlling Note A-1 of the 136 Madison Whole Loan, with an original principal balance of $40,000,000. The 136 Madison Whole Loan will be serviced pursuant to the pooling and servicing agreement for the WFCM 2026-5C8 transaction. See “Description of the Mortgage Pool—The Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the prospectus.

136 Madison Whole Loan Summary
Note Original Balance Cut-off Date Balance Note Holder Controlling Note
A-1 $40,000,000 $40,000,000 WFCM 2026-5C8 Yes
A-2(1) $20,000,000 $20,000,000 CREFI No
Total $60,000,000 $60,000,000
(1)Expected to be contributed to one or more future securitization transactions or may otherwise be transferred at any time.

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

93

Office – CBD Loan #8 Cut-off Date Balance:   $40,000,000
136 Madison Avenue 136 Madison Cut-off Date LTV:   37.1%
New York, NY 10016   UW NCF DSCR:   3.18x
    UW NOI Debt Yield:   19.3%

The Borrower and the Borrower Sponsors. The borrower is 136 Madison LLC, a Delaware limited liability company and single purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 136 Madison Whole Loan.

The borrower sponsors are Robert B. Getreu, Michael T. Cohen and Andrew H. Roos of Williams Equities. Founded in 1926, Williams Equities is a fourth-generation real estate investment company that owns a portfolio of 12 New York City office buildings in neighborhoods, such as NoMad, the Flatiron District and Midtown around Central Park. There is no non-recourse carveout guarantor under the 136 Madison Whole Loan documents and the borrower is the only party liable under the environmental indemnity.

The Property. The 136 Madison Property is comprised of a 17-story, 308,287 SF, office property with ground floor retail space located at 136 Madison Avenue in the NoMad neighborhood of New York, New York. The 136 Madison Property was originally constructed in 1916 and was most recently renovated in 2020. Renovations included the addition of a new landscaped roof deck tenant amenity, refreshing of office spaces/corridors, and updated mechanical systems. The 136 Madison Property features 27,948 SF of ground floor retail space which is occupied by Monaco NY LLC (“DDC”) and accounts for 8.4% of underwritten rent. Primary access to the 136 Madison Property is provided by the 6 train, located one block east, the PATH Train, located two blocks west, and the R and W subway lines located five blocks southeast. Furthermore, the 136 Madison Property is located 11 blocks south of Grand Central Station, which provides access to the 4, 5, 6, 7 and S subway lines, the Metro-North Railroad and the Long Island Rail Road.

The tenant roster at the 136 Madison Property features 11 individual tenants, consisting of ten office tenants and one retail tenant, and includes two investment grade tenants which account for 12.6% of net rentable area (“NRA”) and 14.5% of underwritten base rent. As of January 5, 2026, the 136 Madison Property was 88.2% leased. As of the Cut-off Date, the tenants at the 136 Madison Property had a weighted average tenancy of 14.7 years and a weighted average lease term remaining of 5.2 years.

Major Tenants.

Wacoal America, Inc. (“Wacoal America”) (55,032 SF, 17.9% of NRA, 22.2% of UW Rent). Founded in 1983, Wacoal America is a subsidiary of Wacoal Holdings Corp, which is a Japanese lingerie company, known for designing and manufacturing women's wear undergarments. Wacoal America has been a tenant at the 136 Madison Property since May 1992 and has a current lease term through April 2029 with one, five-year renewal option and no termination options remaining.

RGN-New York IV LLC (“Regus”) (36,728 SF, 11.9% of NRA, 9.8% of UW Rent). Regus provides flexible office space, including private offices, coworking spaces and meeting rooms, with a variety of membership options at over 4,000 locations globally. These serviced offices come fully equipped with furniture, high-speed internet and professional support teams, while also handling utilities, cleaning, and security. Users can access a global network of locations on a flexible basis, from a single day to a long-term lease, and include such as virtual offices with a professional business address. Regus has been a tenant at the 136 Madison Property since June 2012 and has a current lease term through February 2031 with no renewal or termination options remaining.

DDC (27,948 SF, 9.1% of NRA, 8.4% of UW Rent). DDC is a retailer that specializes in contemporary European functional-chic furniture, linens and accessories, and is a leading source of contemporary furniture design. DDC uses its space at the 136 Madison Property as its flagship store and showroom. DDC has been a tenant at the 136 Madison Property since February 2007 and has a current lease term through June 2035 with no renewal or termination options remaining.

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

94

Office – CBD Loan #8 Cut-off Date Balance:   $40,000,000
136 Madison Avenue 136 Madison Cut-off Date LTV:   37.1%
New York, NY 10016   UW NCF DSCR:   3.18x
    UW NOI Debt Yield:   19.3%

The following table presents certain information relating to the tenancy at the 136 Madison Property:

Tenant Summary(1)

Tenant Name

Credit Rating (Moody’s/ Fitch/S&P)(2)

Tenant SF

Approx. % of SF

Annual UW Rent

% of Total Annual UW Rent

Annual UW Rent PSF

Lease Exp.

Renewal Options

Term. Option (Y/N)

Major Tenants
Wacoal America NR/NR/NR 55,032 17.9% $3,826,287 22.2% $69.53 4/30/2029 1 x 5 yr N
Regus NR/BBB/NR 36,728 11.9% $1,678,684 9.8% $45.71 2/28/2031 N N
DDC NR/NR/NR 27,948 9.1% $1,449,459 8.4% $51.86 6/30/2035 N N
Syracuse University Aa3/NR/AA- 20,343 6.6% $1,368,593 8.0% $67.28 11/30/2028 1 x 5 yr N
Jupiter Entertainment North NR/NR/NR 20,323 6.6% $1,530,440 8.9% $75.31 7/31/2027 1 x 5 yr N
Bernhardt Furniture Co. NR/NR/NR 20,323 6.6% $1,296,117 7.5% $63.78 1/31/2032 1 x 5 yr N
Lacoste USA, Inc. NR/NR/NR 18,384 6.0% $1,195,864 7.0% $65.05 4/30/2035 1 x 5 yr Y(3)
ComplySci(4) NR/NR/NR 18,364 6.0% $1,321,424 7.7% $71.96 4/30/2030 1 x 5 yr N
Target Corp A2/A/A 18,364 6.0% $1,130,749 6.6% $61.57 2/28/2031

1 x 5 yr or

1 x 10yr

N
Peter Pennoyer Architect PC NR/NR/NR 18,364 6.0% $1,070,300 6.2% $58.28 5/31/2036 1 x 5 yr N
Major Tenants Subtotal/Wtd. Avg. 254,173 82.4% $15,867,917 92.3% $62.43
Other Tenants 17,875 5.8% $1,329,214 7.7% $74.36
Occupied Subtotal/Wtd. Avg. 272,048 88.2% $17,197,131 100.0% $63.21
Vacant Space 36,239 11.8%
Total/Wtd. Avg. 308,287 100.0%

 

(1)Based on the underwritten rent roll dated January 5, 2026, inclusive of rent steps through January 1, 2027.
(2)Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(3)Lacoste USA, Inc. has the one-time option to terminate its lease effective April 30, 2032 provided that it gives at least 12 months prior written notice and pays a termination fee.
(4)ComplySci subleases its entire space to Attentive Mobile Inc. at an annual rent of $45.10 PSF. The sublease is set to expire March 1, 2027, with the option to renew the sublease through the original lease expiration date of April 29, 2030.

The following table presents certain information relating to the lease rollover schedule at the 136 Madison Property:

Lease Rollover Schedule(1)(2)

Year

# of Leases Rolling

SF Rolling

Approx. % of SF Rolling

Approx. Cumulative % of SF Rolling

Total UW Rent Rolling

Approx. % of Total UW Rent Rolling

Approx. Cumulative % of Total UW Rent Rolling

UW Rent PSF Rolling

MTM/2026 0 0 0.0% 0.0% $0 0.0% 0.0% $0.00
2027 1 20,323 6.6% 6.6% $1,530,440 8.9% 8.9% $75.31
2028 1 20,343 6.6% 13.2% $1,368,593 8.0% 16.9% $67.28
2029 2 72,907 23.6% 36.8% $5,155,501 30.0% 46.8% $70.71
2030 1 18,364 6.0% 42.8% $1,321,424 7.7% 54.5% $71.96
2031 2 55,092 17.9% 60.7% $2,809,433 16.3% 70.9% $51.00
2032 1 20,323 6.6% 67.3% $1,296,117 7.5% 78.4% $63.78
2033 0 0 0.0% 67.3% 0 0.0% 78.4% $0.00
2034 0 0 0.0% 67.3% 0 0.0% 78.4% $0.00
2035 2 46,332 15.0% 82.3% $2,645,323 15.4% 93.8% $57.09
2036 & Thereafter 1 18364 6.0% 88.2% $1,070,300 6.2% 100.0% $58.28
Vacant 0 36,239 11.8% 100.0% $0 0.0% 100.0% $0.00
Total/Wtd. Avg.(3) 11 308,287 100.0% $17,197,131 100.0% $63.21

 

(1)Based on the underwritten rent roll dated January 5, 2026, inclusive of rent steps through January 1, 2027.
(2)Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the related lease that are not considered in the lease rollover schedule.
(3)PSF excludes vacant space.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

95

Office – CBD Loan #8 Cut-off Date Balance:   $40,000,000
136 Madison Avenue 136 Madison Cut-off Date LTV:   37.1%
New York, NY 10016   UW NCF DSCR:   3.18x
    UW NOI Debt Yield:   19.3%

The Market. The 136 Madison Property is located at 136 Madison Avenue in the NoMad neighborhood of Manhattan, in New York City. The 136 Madison Property is located on a corner parcel with primary frontage along Madison Avenue and East 31st Street. According to the appraisal, the NoMad neighborhood is the area between Madison Avenue and Fifth Avenue between Madison Square Park and 34th Street and is characterized by the Empire State Building, Madison Square Park, the Flatiron Building and Eataly. Primary access to the 136 Madison Property is provided by the 6 train, located one block east, the PATH Train, located two blocks west, and the R and W subway lines located five blocks southeast. Furthermore, the 136 Madison Property is located 11 blocks south of Grand Central Station, which provides access to the 4, 5, 6, 7 and S subway lines, the Metro-North Railroad, and the Long Island Rail Road.

According to a third party market research report, the 136 Madison Property is located in the Murray Hill office submarket and the Penn Plaza / Garment retail submarket of New York City. As of October 10, 2025, the Murray Hill office submarket had a total inventory of 14,712,957 SF, an overall vacancy rate of 17.5%, and market asking rent of $56.58 PSF. As of October 10, 2025, the Penn Plaza / Garment retail submarket had a total inventory of 5,762,091 SF, an overall vacancy rate of 10.3%, and market asking rent of $129.08 PSF.

The following table presents certain information relating to comparable office rents with respect to the 136 Madison Property:

Market Rental Comparables(1)
Property Name/Address Distance from Subject Year Built / Renovated NRA (SF) Tenant Suite Size (SF) Lease Commencement Lease Term (yrs.) Rent (PSF)(3)
136 Madison(2) - 1916 / 2020 308,287 SF Bernhardt Furniture Co. 20,323 SF 15-Dec 16.0 yrs. $63.78(3)
New York, NY
180 Madison Avenue 0.09 mi 1927 / NAP 281,252 SF Concertiv 10,727 SF 25-Mar 5.0 yrs. $63.00
New York, NY
1359 Broadway 0.5 mi 1924 / 2007 397,978 SF Bloomsbury Publishing 24,209 SF 25-Apr 10.0 yrs. $62.50
New York, NY
1333 Broadway 0.5 mi 1915 / NAP 362,636 NYS Energy Research & Development 38,550 SF 25-Feb 16.3 yrs. $65.02
New York, NY
1375 Broadway 0.6 mi 1927 / 2015 511,006 SF Reunited 15,287 SF 25-Apr 5.0 yrs. $65.00
New York, NY
902 Broadway 0.6 mi 1930 / NAP 352,786 SF Merge API

William Grant & Sons
18,200 SF

27,160 SF
25-Sep

25-Apr
2.2 yrs.

15.0 yrs.
$70.00

$70.00
New York, NY
26 West 17th Street 0.9 mi 1907 / NAP 139,706 SF Faire Wholesale 19,958 SF 25-Jan 7.5 yrs. $71.67
New York, NY
 
(1)     Source: Appraisal.
(2)Based on the underwritten rent roll dated January 5, 2026.
(3)Rent (PSF) represents adjusted base rent inclusive of rent steps.

Appraisal. The appraisal concluded to an “As-Is” value of $161,900,000 and an “As-Is – Land” value of $80,400,000 for the 136 Madison Property as of November 6, 2025.

Environmental Matters. According to the Phase I environmental site assessment dated November 20, 2025, there were no recognized environmental conditions at the 136 Madison Property.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

96

Office – CBD Loan #8 Cut-off Date Balance:   $40,000,000
136 Madison Avenue 136 Madison Cut-off Date LTV:   37.1%
New York, NY 10016   UW NCF DSCR:   3.18x
    UW NOI Debt Yield:   19.3%

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the 136 Madison Property:

 

Cash Flow Analysis
2021 2022 2023 2024 11/30/2025 TTM(1) UW(1)(2) UW PSF
Base Rent $16,171,618 $15,386,349 $15,385,758 $15,321,138 $15,283,267 $16,776,720 $54.42
Contractual Rent Steps 0 0 0 0 0 420,412 $1.36
Potential Income from Vacant Space 0 0 0 0 0 2,355,046 $7.64
Gross Potential Rent $16,171,618 $15,386,349 $15,385,758 $15,321,138 $15,283,267 $19,552,177 $63.42
Reimbursements 956,289 1,385,165 1,434,136 1,520,875 1,492,132 1,394,311 $4.52
Total Gross Income $17,127,907 $16,771,514 $16,819,894 $16,842,012 $16,775,399 $20,946,488 $67.94
Other Income(3) 60,315 50,206 56,983 86,708 80,646 80,646 $0.26
(Vacancy / Credit Loss) 0 0 0 0 0 (2,355,046) ($7.64)
Effective Gross Income $17,188,222 $16,821,719 $16,876,877 $16,928,720 $16,856,045 $18,672,088 $60.57
Management Fee 515,647 504,652 506,306 507,862 505,681 560,163 $1.82
Real Estate Taxes 1,144,076 4,199,521 3,071,332 3,225,376 3,301,937 3,652,079 $11.85
Insurance 151,984 146,903 162,529 194,028 191,976 177,256 $0.57
Utilities 804,018 870,274 815,633 831,619 955,290 955,290 $3.10
Payroll and Benefits 638,592 651,787 760,731 712,669 788,978 795,587 $2.58
Other Expenses(4) 822,937 1,193,249 952,014 1,189,288 1,050,368 971,564 $3.15
Total Expenses $4,077,254 $7,566,386 $6,268,546 $6,660,842 $6,794,230 $7,111,938 $23.07
Net Operating Income $13,110,968 $9,255,333 $10,608,331 $10,267,878 $10,061,815 $11,560,150 $37.50
Replacement Reserves 0 0 0 0 0 114,357 $0.37
Normalized TI/LC 0 0 0 0 0 621,814 $2.02
Net Cash Flow $13,110,968 $9,255,333 $10,608,331 $10,267,878 $10,061,815 $10,823,979 $35.11
Occupancy (%) 94.2% 94.2% 88.2% 94.2% 99.0% 88.8%(6)
NOI DSCR(5) 3.86x 2.72x 3.12x 3.02x 2.96x 3.40x
NCF DSCR(5) 3.86x 2.72x 3.12x 3.02x 2.96x 3.18x
NOI Debt Yield(5) 21.9% 15.4% 17.7% 17.1% 16.8% 19.3%
NCF Debt Yield(5) 21.9% 15.4% 17.7% 17.1% 16.8% 18.0%

 

(1)The increase from 11/30/2025 TTM to UW Net Operating is primarily attributable to the borrower executing a new lease in October of 2025, accounting for $1,065,112 in underwritten base rent and to the inclusion of rent steps of $420,412.
(2)Based on the underwritten rent roll dated January 5, 2026, inclusive of rent steps through January 1, 2027.
(3)Other Income includes sprinkler income, freight elevator reimbursement (after-hour charges), and other miscellaneous tenant charge back revenues.
(4)Other Expenses includes repairs and maintenance, general and administrative, and legal and professional expenses.
(5)Metrics represent the metrics for the 136 Madison Whole Loan.
(6)UW Occupancy represents economic occupancy.

Escrows and Reserves.

Tax Reserve – At origination of the 136 Madison Whole Loan, the borrower deposited approximately $580,340 into a reserve account for real estate taxes. The borrower is required to deposit into the real estate tax reserve, on a monthly basis, 1/12th of the taxes that the lender reasonably estimates will be payable over the next-ensuing 12-month period (initially estimated to be approximately $290,170).

Insurance Reserve – At the option of the lender, if the liability or casualty policy maintained by the borrower does not constitute an approved blanket or umbrella policy, or the lender requires the borrower to maintain a separate policy, the borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12th of the amount which will be sufficient to pay the insurance premiums due for the renewal of coverage afforded by the insurance policies. An acceptable blanket policy was in place at origination of the 136 Madison Whole Loan and therefore, such requirement has been conditionally waived.

Replacement Reserve – The borrower is required to deposit into a replacement reserve, on a monthly basis, approximately $9,530.

Lockbox and Cash Management. The 136 Madison Whole Loan is structured with a springing lockbox and springing cash management. Upon the first occurrence of a Trigger Period (as defined below), the borrower is required to establish and thereafter maintain a lender-controlled lockbox account, and is thereafter required to deposit, or cause the property manager to deposit, immediately upon receipt, all revenue received by the borrower or the property manager into such lockbox. On or prior to origination of the 136 Madison Whole Loan, the borrower was required to deliver to the lender duly executed notices for all tenants at the 136 Madison Property directing them to remit all payments into the lender-controlled lockbox account. Upon the first occurrence of a Trigger Period, the lender is authorized to complete such notices with the lockbox account information and deliver such notices to all tenants at the

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

97

Office – CBD Loan #8 Cut-off Date Balance:   $40,000,000
136 Madison Avenue 136 Madison Cut-off Date LTV:   37.1%
New York, NY 10016   UW NCF DSCR:   3.18x
    UW NOI Debt Yield:   19.3%

136 Madison Property. All funds deposited into the lockbox account are required to be transferred on each business day to or at the direction of the borrower unless a Trigger Period exists and the lender elects (in its sole and absolute discretion) to deliver a restricted account notice, in which case all funds in the lockbox account are required to be swept on each business day to a lender-controlled cash management account to be applied and disbursed in accordance with the 136 Madison Whole Loan documents, and all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the 136 Madison Whole Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the 136 Madison Whole Loan, unless a Trigger Period no longer exists, in which case they are to be disbursed to the borrower. Upon the expiration of all Trigger Periods, the lender is required to return any amounts remaining on deposit in the excess cash flow reserve account to the borrower; provided, however, that any such amounts required to satisfy the Specified Tenant Excess Cash Flow Condition (as defined below) or the ST Cap Condition (as defined below) are required to be retained in such account with the lender until the leasing commissions, tenant allowances, tenant improvements, and free rent being reserved for have been paid or expired and the applicable tenant is open for business and paying full rent. Upon an event of default under the 136 Madison Whole Loan documents, the lender may apply funds to the 136 Madison Whole Loan in such priority as it may determine.

A “Trigger Period” means a period (A) commencing upon the earliest of (i) the occurrence and continuance of an event of default, (ii) the debt yield being less than 8.0%, and (iii) the occurrence of a Specified Tenant Trigger Period (as defined below), and (B) expiring upon (a) with regard to any Trigger Period commenced in connection with clause (i) above, the cure (if applicable) of such event of default, (b) with regard to any Trigger Period commenced in connection with clause (ii) above, the date that the debt yield is equal to or greater than 8.0% for one calendar quarter, and (c) with regard to any Trigger Period commenced in connection with clause (iii) above, a Specified Tenant Trigger Period ceasing to exist.

A “Specified Tenant” means, as applicable, (i) any tenant whose lease at the 136 Madison Property, individually or when aggregated with all other leases at the 136 Madison Property with the same tenant or its affiliate, either accounts for 20% or more of (x) the total rental income for the 136 Madison Property or (y) the square footage of the 136 Madison Property and (ii) any guarantors, if any, of the applicable related Specified Tenant lease(s). At origination of the 136 Madison Whole Loan, no tenant at the 136 Madison Property is a Specified Tenant. 

A “Specified Tenant Trigger Period” means a period (A) commencing upon the earliest of (i) Specified Tenant being in monetary or material non-monetary default (beyond any applicable notice and grace periods) under the applicable Specified Tenant lease, (ii) Specified Tenant failing to be in actual, physical possession of the Specified Tenant space (or applicable portion thereof), (iii) Specified Tenant failing to be open to the public for business during customary hours and/or “going dark” in 30% or more of the Specified Tenant space (or applicable portion thereof), (iv) Specified Tenant giving notice that it is terminating its lease for all or any portion of the Specified Tenant space (or applicable portion thereof), (v) any termination or cancellation of the Specified Tenant lease (including, without limitation, rejection in any bankruptcy or similar insolvency proceeding) and/or any Specified Tenant lease failing to otherwise be in full force and effect, (vi) any bankruptcy or similar insolvency of Specified Tenant, and (vii) Specified Tenant failing to renew or extend its lease for a minimum renewal term of five years on or prior to the earlier to occur of (x) the date occurring 12 months prior to expiration of the then applicable term of the Specified Tenant lease and (y) the date required under the applicable Specified Tenant Lease by which the applicable Specified Tenant thereunder is required to give notice of its exercise of a renewal option thereunder; and (B) expiring upon the first to occur of the lender’s receipt of evidence reasonably acceptable to the lender of (1) the satisfaction of the applicable Specified Tenant Cure Conditions (as defined below); (2) the borrower leasing: (x) the entire Specified Tenant space (or applicable portion thereof) pursuant to one or more leases in accordance with the applicable terms and conditions of the 136 Madison Whole Loan documents, the applicable tenant(s) under such lease(s) being in actual, physical occupancy of the space demised, each lease having commenced and a rent commencement date having been established (without possibility of delay), and, in the lender’s reasonable judgment, the applicable Specified Tenant Excess Cash Flow Condition has been satisfied in connection therewith, or (y) a portion of the applicable Specified Tenant space pursuant to one or more leases in accordance with the applicable terms and conditions of the 136 Madison Whole Loan documents, each applicable tenant(s) under each such lease(s) being in actual, physical occupancy of the space demised, all contingencies to effectiveness of each such lease(s) have expired or been satisfied, each such lease has commenced, a rent commencement date has been established (without possibility of delay) under each such lease for a minimum lease term of five years, the gross rent payable under each such lease(s) is equal to or greater than the gross rent for the entirety of the applicable Specified Tenant space as of origination of the 136 Madison Whole Loan and, in the lender’s reasonable judgment, the applicable Specified Tenant Excess Cash Flow Condition is satisfied in connection therewith; or (3) solely with respect to a Specified Tenant Trigger Period contemplated in clause (A)(vii) of this definition, the date upon which both of the following has occurred: (x) the debt yield is equal to or greater than 12%, exclusive of any rental income of the applicable Specified Tenant and (y) the ST Cap Condition is satisfied with respect to the applicable Specified Tenant space by (I) the amount of excess cash flow funds collected during the continuance of such Specified Tenant Trigger Period (in addition to and without duplication of, in each case, any amounts then on deposit in the excess cash flow account to satisfy the Specified Tenant Excess Cash Flow Condition with respect to any other Specified Tenant Trigger Period) satisfying the ST Cap Condition and/or (II) the borrower depositing cash into the excess cash flow account and/or posting a letter of credit with the lender for such purpose, in each case, in an amount to satisfy the ST Cap Condition.

“Specified Tenant Cure Conditions” means each of the following, as applicable; (i) the Specified Tenant has cured all defaults under the applicable Specified Tenant lease, (ii) the applicable Specified Tenant is in actual, physical possession of the Specified Tenant space (or applicable portion thereof) and open for business during customary hours and not “dark” in the Specified Tenant space (or applicable portion thereof), (iii) the applicable Specified Tenant has revoked or rescinded all termination or cancellation notices with respect to the applicable Specified Tenant lease and has re-affirmed the applicable Specified Tenant lease as being in full force and effect, (iv) if the Specified Tenant Trigger Period is due to the failure of the Specified Tenant to renew or extend its lease on or prior to 12 months prior to expiration of the then applicable term of the Specified Tenant lease, the applicable Specified Tenant has renewed or extended its lease for at least five years and, in the lender’s reasonable judgment, the applicable Specified Tenant Excess Cash Flow Condition is satisfied in connection therewith, (v) if applicable, the Specified Tenant is no longer insolvent or subject to any bankruptcy or insolvency proceedings and has affirmed the applicable Specified Tenant lease pursuant to final, non-appealable order of a court of competent jurisdiction, and (vi) the applicable Specified Tenant is paying full, unabated rent under the applicable Specified Tenant lease unless: (x) such non-payment of rent is solely the result of an abatement thereunder and (y) in connection with the foregoing abatement, the borrower has deposited cash into a reserve account with the lender in an amount equal to the total unabated rent that would otherwise be due and payable during all remaining unexpired abatement periods if no such abatement were in place.

“Specified Tenant Excess Cash Flow Condition” means, with respect to curing any Specified Tenant Trigger Period by re-tenanting or renewal/extension of the applicable Specified Tenant space, sufficient funds have been accumulated in (or deposited by the borrower into) the excess cash flow account (during the continuance of the subject Specified Tenant Trigger Period) to cover all anticipated leasing commissions, tenant improvement costs, tenant allowances, free rent periods, and/or rent abatement periods to be incurred in connection with any such re-tenanting or renewal.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

98

Office – CBD Loan #8 Cut-off Date Balance:   $40,000,000
136 Madison Avenue 136 Madison Cut-off Date LTV:   37.1%
New York, NY 10016   UW NCF DSCR:   3.18x
    UW NOI Debt Yield:   19.3%

“ST Cap Condition” means that the amount on deposit in the excess cash flow account, whether such amounts were deposited by the borrower or the borrower posted a letter of credit (in addition to and without duplication of, in each case, amounts then on deposit therein to satisfy the Specified Tenant Excess Cash Flow Condition with respect to any other Specified Tenant Trigger Period) is equal to or greater than (x) $100, multiplied by (y) the number of leasable SF demised (prior to giving effect to any full or partial termination thereof) pursuant to the applicable Specified Tenant lease with respect to which the applicable Specified Tenant Trigger Period shall have occurred.

Terrorism Insurance. The borrower is required to obtain and maintain property insurance in an amount equal to the full replacement cost of the 136 Madison Property and business interruption insurance for 18 months plus an extended period of indemnity of up to six months. Such insurance is required to include terrorism insurance coverage. For so long as the Terrorism Risk Insurance Act of 2002, as extended and modified by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”) is in effect (including any extensions thereof or if another federal governmental program is in effect relating to “acts of terrorism” which provides substantially similar protections as TRIPRA), the lender is required to accept terrorism insurance which insures against “covered acts” as defined by TRIPRA (or such other program) but only in the event that TRIPRA (or such other program) continues to cover both domestic and foreign acts of terrorism. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the prospectus.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

99

Multifamily – Garden Loan #9 Cut-off Date Balance:   $38,000,000
1810 Caroline Avenue The Bluffs Cut-off Date LTV:   59.2%
Junction City, KS 66441   U/W NCF DSCR:   1.56x
    U/W NOI Debt Yield:   10.4%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

100

Multifamily – Garden Loan #9 Cut-off Date Balance:   $38,000,000
1810 Caroline Avenue The Bluffs Cut-off Date LTV:   59.2%
Junction City, KS 66441   U/W NCF DSCR:   1.56x
    U/W NOI Debt Yield:   10.4%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

101

Mortgage Loan No. 9 The Bluffs
Mortgage Loan Information Property Information
Mortgage Loan Seller: JPMCB Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/S&P/MDBRS): NR/NR/NR Location: Junction City, KS 66441
Original Balance: $38,000,000 General Property Type: Multifamily
Cut-off Date Balance: $38,000,000 Detailed Property Type: Garden
% of Initial Pool Balance: 5.0% Title Vesting: Fee
Loan Purpose: Refinance Year Built/Renovated: 2008/2025
Borrower Sponsor: Consolidated Capital Investments, LLC Size: 544 Units
Guarantor: Consolidated Capital Investments, LLC Cut-off Date Balance Per Unit: $69,853
Mortgage Rate: 6.2200% Maturity Date Balance Per Unit: $69,853
Note Date: 12/22/2025 Property Manager: Eucalyptus Real Estate,
Maturity Date: 1/1/2031 LLC (borrower-related)
Term to Maturity: 60 Months
Amortization Term: 0 Months Underwriting and Financial Information
IO Period: 60 Months UW NOI: $3,944,936
Seasoning: 2 Months UW NCF: $3,727,336
Prepayment Provisions: L(26),D(31),O(3) UW NOI Debt Yield: 10.4%
Lockbox/Cash Mgmt Status: Springing/Springing UW NCF Debt Yield: 9.8%
Additional Debt Type: NAP UW NOI Debt Yield at Maturity: 10.4%
Additional Debt Balance: NAP UW NCF DSCR: 1.56x
Future Debt Permitted (Type): No (NAP) Most Recent NOI: $3,927,267 (11/30/2025 TTM)
2nd Most Recent NOI: $3,506,224 (12/31/2024)
3rd Most Recent NOI: $3,075,974 (12/31/2023)
Reserves(1) Most Recent Occupancy: 94.9% (12/2/2025)
Type Initial Monthly Cap 2nd Most Recent Occupancy: 93.6% (12/31/2024)
Tax Reserve: $148,528 $52,572 NAP 3rd Most Recent Occupancy: 87.3% (12/31/2023)
Insurance Reserve: $0 Springing NAP Appraised Value (as of): $64,200,000 (11/11/2025)
Replacement Reserve: $0 $18,133 NAP Appraised Value Per Unit: $118,015
Cut-off Date LTV Ratio: 59.2%
Maturity Date LTV Ratio: 59.2%

Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Mortgage Loan Amount: $38,000,000 100.0% Loan Payoff: $30,514,136 80.3%
Return of Equity: $6,147,317 16.2%
Closing Costs: $1,190,019 3.1%
Upfront Reserves: $148,528 0.4%
Total Sources: $38,000,000 100.0% Total Uses: $38,000,000 100.0%

 

(1)See “Escrows and Reserves” below for further discussion of reserve requirements.

The Mortgage Loan. The ninth largest mortgage loan (“The Bluffs Mortgage Loan”) is a mortgage loan in the original principal amount of $38,000,000 and is secured by a first priority fee mortgage encumbering a 544-unit multifamily apartment complex located in Junction City, Kansas (“The Bluffs Property”).

The Borrower and the Borrower Sponsor. The borrower for The Bluffs Mortgage Loan is Bluffs Apartments of Kansas LLC, a Delaware limited liability company and single purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of The Bluffs Mortgage Loan.

The borrower sponsor is Consolidated Capital Investments, LLC (“CCI”). CCI is an Oklahoma-based real estate investment firm formed in 2011 with a track record of acquiring, operating and investing in multifamily assets throughout Kansas metropolitan areas. As of June 30, 2025, CCI reported ownership and management of 94 apartment complexes totaling 12,255 units located across Kansas and Oklahoma, including three properties in Junction City, Kansas and an additional 77 properties across Kansas. CCI is also the nonrecourse carve-out guarantor.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

102

Multifamily – Garden Loan #9 Cut-off Date Balance:   $38,000,000
1810 Caroline Avenue The Bluffs Cut-off Date LTV:   59.2%
Junction City, KS 66441   U/W NCF DSCR:   1.56x
    U/W NOI Debt Yield:   10.4%

The Property. The Bluffs Property is an apartment community that encompasses a collection of 19, three-story garden-style buildings totaling 544-units across a 35.1 acre site, located in Junction City, Kansas. The Bluffs Property was built in 2008 and most recently renovated in 2025. As of December 2, 2025, The Bluffs Property was 94.9% leased, catering primarily to the nearby Fort Riley Military Base (“Fort Riley”). Unit inventory includes 16 studio/one-bathroom units, 216 one bedroom/one-bathroom units, 264 two-bedroom/two-bathroom units and 48 three-bedroom/two-bathroom units. The borrower acquired The Bluffs Property in November 2022 for approximately $38.0 million ($69,853 per unit) at which point The Bluffs Property was 86.0% occupied. The borrower sponsor subsequently invested approximately $1.88 million ($3,463 per unit) in capital improvements, including interior renovations, kitchen appliances, parking, landscaping and HVAC enhancements, as well as upgrades to bathroom fixtures, flooring, window coverings, security cameras and property signage. More importantly, the presence of in state local management was essential in stabilizing The Bluffs Property. Amenities at The Bluffs Property include a clubhouse, two 24-hour fitness centers, foosball table, pool table, basketball court, shuffleboard, mail room, swimming pool, spa/hot tub and barbecue/picnic area, as well as surface and garage parking, totaling 1,109 spaces (2.0 spaces per unit).

Approximately 67% of units at The Bluffs Property are leased to active-duty military. At the nearby Fort Riley, on-base housing options for lower-ranked enlisted personnel without dependents are limited to barracks, while dependent housing is near full capacity and has a waiting list. To fulfill housing needs, the military leverages the private sector via the Basic Allowance for Housing (“BAH”) program. In-place rents at The Bluffs Property are below the 2025 Fort Riley, Kansas BAH limits across unit types and military ranks, thus providing economic incentive for active-duty military to live at The Bluffs Property, as any delta between the BAH and all rent is retained by the soldier tax-free.

For the trailing 12-month period, ending November 2025, the borrower sponsor achieved net cash flow growth of 27.7% as compared to year-end 2023, largely driven by lease-up of The Bluffs Property and improved collections via improved roll off of legacy tenancy. Performance gains were achieved through hands on property management and accretive renovations. Per the borrower sponsor, The Bluffs Property has not experienced any material occupancy volatility from past or announced military deployments.

The following table presents certain information relating the residential unit mix of The Bluffs Property:

Unit Mix Summary(1)
Unit Type # Units % Total Occ% Avg. SF/Unit Avg. In-Place Rent Market Rent(2) % Δ to In-Place(3)
Studio / 1 BA 16 2.9% 87.5% 650 $746 $750 0.5%
1 BR / 1 BA 216 39.7% 96.3% 779 $815 $850 4.1%
2 BR / 2 BA 264 48.5% 94.3% 1019 $950 $975 2.6%
3 BR / 2 BA 48 8.8% 93.8% 1237 $1,049 $1,075 2.4%
Total / Average 544 100.0% 94.9% 932 $899 $928 3.1%
 
(1)Based on the underwritten rent roll dated December 2, 2025.
(2)Market Rent per appraisal.
(3)Refers to percentage by which Market Rent exceeds Avg. In-Place Rent.

The Market. The Bluffs Property is located in Junction City, Kansas, situated within the Manhattan, Kansas Metropolitan Statistical Area (“Manhattan MSA”). With an area population of approximately 135,110, the Manhattan MSA has experienced stable population growth over the past five years. The Manhattan MSA has an average household income of $81,008, supported by a diverse employment base anchored by major institutions such as Fort Riley and Kansas State University. As of the third quarter 2025, the Manhattan MSA reported an occupancy rate of 96.6%, exceeding the national average of 92.2%. The vacancy rate in the Manhattan MSA has decreased to 3.4% as of the third quarter 2025, below the five-year average of 5.9% and the ten-year average of 8.5%. This tightening is driven by a lack of new supply with no reported new properties planned or under construction. Market rents have shown consistent growth, with average asking rents rising 2.86% year-over-year to $994 per month as of the third quarter 2025.

The Bluffs Property is located in close proximity to Fort Riley, a United States Army Installation, which brings an estimated 48,000 residents to the area across soldiers, family members, retirees and Department of the Army civilians. Fort Riley increases demand for off-base housing accommodations as on-base apartment options are limited and primarily consist of two-bedroom units, with minimal new supply planned. Active-duty military personnel receive housing stipends and those living off-base retain the full subsidy even if the BAH exceeds rent, further incentivizing off-base residency and supporting strong rental demand in the surrounding Manhattan MSA. As in-place rents at The Bluffs Property are below Fort Riley’s allowance limits across unit types and military ranks, active-duty military are incentivized to live at The Bluffs Property, which is further evidenced by a trough occupancy rate (according to a third party market data provider) of 81.0% dating back to 2000.

Fort Riley is home to the oldest continuously serving active-duty division in the U.S. Army, 1st Infantry Division, and is the ninth largest base nationally. Fort Riley serves a population of more than 67,000, including approximately 15,400 active duty members, 19,600 family members, 6,100 civilian employees as well as 26,000 retirees and veterans who live in the region and/or work at the post.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

103

Multifamily – Garden Loan #9 Cut-off Date Balance:   $38,000,000
1810 Caroline Avenue The Bluffs Cut-off Date LTV:   59.2%
Junction City, KS 66441   U/W NCF DSCR:   1.56x
    U/W NOI Debt Yield:   10.4%

The appraisal identified directly competitive multifamily properties as detailed in the table below:

Summary of Comparable Multifamily Rentals(1)
Property Name Location Year Built / Renovated Property Subtype Occupancy No. Units Distance from Subject Avg. Rent Per Unit
The Bluffs (Subject) 1810 Caroline Avenue
Junction City, KS 66441
2008 / 2025 Garden 94.9%(2) 544 NAP $898.64(2)
Hunters Ridge 1801 North Park Drive
Junction City, KS 66441
2007 / NAV Garden / Low-Rise 93.6% 156 2.6 Miles $815 - $1,150
Quinton Point(3) 2316 Wildcat Lane
Junction City, KS 66441
2008 / NAV Garden / Low-Rise 99.5% 192 1.8 Miles $987 - $1,170
Eagle Landing - Junction City(3) 442 West 18th Street
Junction City, KS 66441
2006 / NAV Garden / Low-Rise 98.6% 142 2.9 Miles $950
Geary Estates Apartments 1215 Cannon View Street
Junction City, KS 66441
2008 / NAV Garden / Low-Rise 99.0% 480 5.2 Miles $790 - $958
Coronado Park 621 South Jefferson Street
Junction City, KS 66441
1996 / NAV Garden / Low-Rise 98.2% 112 1.8 Miles $665 - $915

 

(1)Source: Appraisal.
(2)Information based on the underwritten rent roll dated December 2, 2025.
(3)The borrower sponsor owns Quinton Point and Eagle Landing – Junction City.

Appraisal. The appraisal concluded to an “as is” value for The Bluffs Property of $64,200,000 as of November 11, 2025.

Environmental Matters. According to the Phase I environmental site assessment dated December 3, 2025, there was no evidence of any recognized environmental conditions at The Bluffs Property.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

104

Multifamily – Garden Loan #9 Cut-off Date Balance:   $38,000,000
1810 Caroline Avenue The Bluffs Cut-off Date LTV:   59.2%
Junction City, KS 66441   U/W NCF DSCR:   1.56x
    U/W NOI Debt Yield:   10.4%

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and underwritten net cash flow at The Bluffs Property:

Cash Flow Analysis(1)(2)
2023 2024 11/30/2025 TT M UW UW per Unit
Residential Rent(3) $4,466,174 $4,977,969 $5,468,060 $5,564,406 $10,228.69
Vacant Income $0 $0 $0 $305,496 $561.57
Gross Potential Rent $4,466,174 $4,977,969 $5,468,060 $5,869,902 $10,790.26
Total Reimbursements $572,531 $585,517 $620,999 $620,999 $1,141.54
Gross Potential Income $5,038,705 $5,563,486 $6,089,059 $6,490,901 $11,931.80
Vacancy $0 $0 $0 ($389,454) ($715.91)
Other Income $96,419 $100,885 $109,403 $109,403 $201.11
Effective Gross Income $5,135,124 $5,664,371 $6,198,462 $6,210,850 $11,417.00
Real Estate Taxes $576,734 $592,848 $591,787 $612,488 $1,125.90
Insurance $195,618 $211,101 $269,097 $258,615 $475.39
Other Expenses $1,286,798 $1,354,198 $1,410,311 $1,394,810 $2,563.99
Total Expenses $2,059,150 $2,158,147 $2,271,195 $2,265,913 $4,165.28
Net Operating Income $3,075,974 $3,506,224 $3,927,267 $3,944,936 $7,251.72
Replacement Reserves $0 $0 $0 $217,600 $400.00
Net Cash Flow $3,075,974 $3,506,224 $3,927,267 $3,727,336 $6,851.72
Occupancy %(4) 87.3% 93.6% 94.9%(5) 94.0%
NOI DSCR 1.28x 1.46x 1.64x 1.65x
NCF DSCR 1.28x 1.46x 1.64x 1.56x
NOI Debt Yield 8.1% 9.2% 10.3% 10.4%
NCF Debt Yield 8.1% 9.2% 10.3% 9.8%
 
(1)Historical financial information prior to 2023 was not provided due to timing of the acquisition.
(2)Certain items such as interest expense, interest income, depreciation, amortization, debt service payments and any other non-recurring items were excluded from the historical presentation and are not considered for the underwritten cash flow.
(3)UW Residential Rent is based on the underwritten rent roll dated December 2, 2025.
(4)UW Occupancy (%) represents the underwritten economic occupancy. Historical occupancies represent physical occupancies.
(5)TTM Occupancy is as of December 2, 2025.

Escrows and Reserves.

Real Estate Taxes – On The Bluffs Mortgage Loan origination date, the borrower was required to make an upfront deposit of approximately $148,528 into a reserve for real estate taxes. In addition, the borrower is required to deposit into a real estate tax reserve, on a monthly basis, an amount equal to 1/12th of the real estate taxes that the lender estimates will be payable during the ensuing 12 months (initially estimated to be approximately $52,572).

Insurance – The borrower is required to provide ongoing monthly reserves equal to 1/12th of the insurance premium that the lender reasonably estimates will be payable during the next 12 month period; provided, however, the foregoing requirement is waived so long as (i) no event of default has occurred and is continuing and (ii) there is an acceptable blanket policy in place.

Replacement Reserve – On each payment date, the borrower is required to deposit into a replacement reserve an amount of approximately $18,133 ($400 per unit annually) to be used for replacements and repairs to be made to The Bluffs Property.

Lockbox and Cash Management. The Bluffs Mortgage Loan is structured with a springing lockbox and springing cash management. During the continuance of a Cash Sweep Event (as defined below), the borrower and the property manager are required to deposit all rents into the lockbox account within one business day after receipt. During the continuance of a Cash Sweep Event, all funds in the lockbox account are required to be swept once every business day to a lender-controlled cash management account and applied in accordance with the cash flow payment priorities set forth in The Bluffs Mortgage Loan documents with any excess funds being held by the lender as additional collateral. If no Cash Sweep Event is continuing, funds in the lockbox account will be transferred to an account designated by the borrower. Upon the occurrence of an event of default, the lender may apply any sums then present in the lockbox account to the payment of The Bluffs Mortgage Loan in any order in its sole discretion.

A “Cash Sweep Event” means the occurrence of (i) an event of default, (ii) any bankruptcy action of the borrower or the property manager, (iii) the debt service coverage ratio with respect to The Bluffs Mortgage Loan falling below 1.35x or (iv) a Base Shrinkage Event (as defined below).

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

105

Multifamily – Garden Loan #9 Cut-off Date Balance:   $38,000,000
1810 Caroline Avenue The Bluffs Cut-off Date LTV:   59.2%
Junction City, KS 66441   U/W NCF DSCR:   1.56x
    U/W NOI Debt Yield:   10.4%

A “Base Shrinkage Event” means the occurrence of any of the following events: (a) the closure of Fort Riley, as evidenced by a public announcement by the U.S. Department of Defense or any other applicable governmental authority or other publicly available sources; (b) any reduction of 25% or more in the active-duty troop strength stationed at Fort Riley (measured against a baseline of approximately 15,000 active-duty troops stationed at Fort Riley as of The Bluffs Mortgage Loan origination date), as evidenced by a public announcement by the U.S. Department of Defense or any other applicable governmental authority or other publicly available sources; or (c) a public announcement by the U.S. Department of Defense (or other relevant governmental authority) of its intention to close or reduce active-duty troop strength stationed at Fort Riley by 25% or more (measured against such 15,000-active duty troop baseline).

A Cash Sweep Event will no longer be continuing (a) with respect to clause (i) above, upon the acceptance by the lender of a cure of such event of default (which lender is not obligated to accept and may reject or accept in its sole and absolute discretion), (b) with respect to clause (ii) above, solely with respect to the property manager, if, within 60 days of the occurrence thereof, the borrower replaces the applicable property manager with a qualified property manager under a replacement management agreement; or (c) with respect to clause (iii) above, upon the achievement of a debt service coverage ratio of 1.35x or greater for two consecutive months immediately preceding the date of determination; provided, however, (1) no event of default under The Bluffs Mortgage Loan documents exists, (2) other than a cure of a Cash Sweep Event with respect to clause (iii) above, a Cash Sweep Event may be cured no more than a total of four times in the aggregate during the term of The Bluffs Mortgage Loan, and (3) the borrower has paid all of the lender’s reasonable, out-of-pocket expenses incurred in connection with such cure including reasonable, out-of-pocket attorney’s fees and expenses. In no event may the borrower be entitled to cure a Cash Sweep Event caused by a bankruptcy action of the borrower.

Terrorism Insurance. The borrower is required to obtain and maintain property insurance for 100% of full replacement cost and business interruption insurance for 12 months plus a six-month extended period of indemnity. Such insurance is required to cover perils of terrorism and acts of terrorism. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the prospectus.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

106

Hospitality – Select Service Loan #10 Cut-off Date Balance:   $33,000,000
120 West 44th Street Aura Hotel Times Square Cut-off Date LTV:   36.3%
New York, NY 10036   UW NCF DSCR:   1.97x
    UW NOI Debt Yield:   15.8%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

107

Hospitality – Select Service Loan #10 Cut-off Date Balance:   $33,000,000
120 West 44th Street Aura Hotel Times Square Cut-off Date LTV:   36.3%
New York, NY 10036   UW NCF DSCR:   1.97x
    UW NOI Debt Yield:   15.8%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

108

Mortgage Loan No. 10 – Aura Hotel Times Square

Mortgage Loan Information Property Information
Mortgage Loan Seller: WFB Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/S&P/MDBRS): NR/NR/NR Location: New York, NY 10036
Original Balance: $33,000,000 General Property Type: Hospitality
Cut-off Date Balance: $33,000,000 Detailed Property Type: Select Service
% of Initial Pool Balance: 4.3% Title Vesting: Fee(3)
Loan Purpose: Refinance Year Built/Renovated: 2007/2023-2024
Borrower Sponsors(1): Joseph Moinian, Jacob Orfali and Size: 234 Rooms
Justin Adelipour Cut-off Date Balance Per Room: $141,026
Guarantors: Joseph Moinian, Jacob Orfali and Maturity Date Balance Per Room: $141,026
Soheila Adelipour Property Manager: Rebel Hotel Company New
Mortgage Rate: 6.7030% York LLC (borrowers-related)
Note Date: 12/5/2025
Maturity Date: 12/11/2030
Term to Maturity: 60 months
Amortization Term: 0 months Underwriting and Financial Information
IO Period: 60 months UW NOI: $5,211,761
Seasoning: 3 months UW NCF: $4,424,614
Prepayment Provisions: L(27),D(29),O(4) UW NOI Debt Yield: 15.8%
Lockbox/Cash Mgmt Status: Hard/Springing UW NCF Debt Yield: 13.4%
Additional Debt Type: NAP UW NOI Debt Yield at Maturity: 15.8%
Additional Debt Balance: NAP UW NCF DSCR: 1.97x
Future Debt Permitted (Type): No (NAP) Most Recent NOI(4): $5,204,123 (12/31/2025)
Reserves(2) 2nd Most Recent NOI(4): $2,772,954 (12/31/2024)
Type Initial Monthly Cap 3rd Most Recent NOI(4): $5,899,709 (12/31/2023)
RE Taxes: $159,866 $159,866 NAP Most Recent Occupancy: 77.3% (10/31/2025)
Insurance: $0 Springing NAP 2nd Most Recent Occupancy: 61.4% (12/31/2024)
FF&E Reserve: $0 $65,539 NAP 3rd Most Recent Occupancy: 100.0% (12/31/2023)
Immediate Repairs/Violations Reserve: $115,250 $0 NAP Appraised Value (as of): $91,000,000 (10/21/2025)
Seasonality Reserve: $1,321,636 Springing NAP Appraised Value Per Room: $388,889
Cut-off Date LTV Ratio: 36.3%
Maturity Date LTV Ratio: 36.3%

Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Mortgage Loan Amount: $33,000,000 95.1% Loan Payoff: $31,728,673 91.4%
Borrower Sponsors Equity: $1,712,004 4.9% Upfront Reserves: $1,596,752 4.6%
Closing Costs: $1,386,579 4.0%
Total Sources: $34,712,004 100.0% Total Uses: $34,712,004 100.0%

 

(1)See “The Borrowers and the Borrower Sponsors” section below for further discussion of the borrower sponsors.
(2)See “Escrows and Reserves” section below for further discussion of reserve requirements.
(3)The O. & O. Properties Corp. co-borrower owns the underlying fee (land) interest and the Hotel Mela, LLC co-borrower owns the leasehold (improvements) interest. Both related interests are collateral for the Aura Hotel Times Square Mortgage Loan (as defined below). Accordingly, the Title Vesting is presented as “Fee”.
(4)The decrease from 3rd Most Recent NOI to 2nd Most Recent NOI and increase from 2nd Most Recent NOI to Most Recent NOI are primarily due to the Aura Hotel Times Square Property (as defined below) having operated pursuant to a contract with the City of New York from July 1, 2023 through April 15, 2024. Following termination of the contract, the Aura Hotel Times Square Property underwent substantial renovations and upgrades before reopening in June 2024.

The Mortgage Loan. The tenth largest mortgage loan (the “Aura Hotel Times Square Mortgage Loan”) is evidenced by a promissory note in the original principal balance of $33,000,000 and secured by the borrowers’ fee interest in a 234-room select service hotel located in New York, New York (the “Aura Hotel Times Square Property”).

The Borrowers and the Borrower Sponsors. The borrowers are O. & O. Properties Corp., a New York corporation and single purpose entity, and Hotel Mela, LLC, a Delaware limited liability company and single-purpose entity with one independent director and O. & O. Properties Corp., a New York corporation. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Aura Hotel Times Square Mortgage Loan.

The borrower sponsors are Joseph Moinian, Jacob Orfali and Justin Adelipour. The non-recourse carveout guarantors are Joseph Moinian, Jacob Orfali and Soheila Adelipour. Joseph Moinian is the founder and CEO of The Moinian Group, a privately held national real estate firm which develops, owns and operates properties across the office, hotel, condominium, retail and apartment asset classes. Since its founding in 1982, The Moinian Group has accumulated a portfolio in excess of 20,000,000 SF across major cities including New York, Chicago, Dallas and Los Angeles.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

109

Hospitality – Select Service Loan #10 Cut-off Date Balance:   $33,000,000
120 West 44th Street Aura Hotel Times Square Cut-off Date LTV:   36.3%
New York, NY 10036   UW NCF DSCR:   1.97x
    UW NOI Debt Yield:   15.8%

Jacob Orfali is a real estate investor that has over 40 years of experience in commercial real estate. He is the founder of the Orfali Group and he was involved in development and management of commercial real estate in New York City and New Jersey. Jacob Orfali owns and operates a portfolio of properties across all major asset categories such as office, hotel, retail and multifamily.

Justin Adelipour is a partner at Capstone Equities. Capstone Equities is a real estate investment firm that specializes in acquiring value-add hospitality, office, and mixed-use assets located across major gateway markets domestically and internationally, with a focus on New York City. Founded in 2006, Capstone Equities has acquired and repositioned more than $1.5 billion in real estate investments over the past 10 years and has built a diversified portfolio inclusive of 1,100 hotel rooms in New York City.

The Property. The Aura Hotel Times Square Property is a Class A, 16-story, 234-room, select-service hotel located in New York, New York. Situated on an approximately 0.17-acre site, the Aura Hotel Times Square Property was built in 2007 as the Hotel Mela Times Square and was included in the New York City Sanctuary Hotel Program during periods between 2020 and 2024. Significant renovations were undertaken in 2023-2024 totaling approximately $6.2 million: where all 234 rooms were upgraded with new case goods, soft seating, bedding, rugs, bathroom floors and tubs, and lobby and corridors were upgraded with furniture and carpet replacements and new painting and millwork. The Aura Hotel Times Square Property reopened as the rebranded Aura Hotel Times Square in June 2024. Amenities at the Aura Hotel Times Square Property include two leased ground-level restaurants (Gatsby’s Landing and The Long Room), a fitness room, and 300 SF of meeting space. The Aura Hotel Times Square Property guestroom configuration consists of 64 king rooms, 90 queen rooms, 39 full rooms, 22 full/full rooms, 11 full accessible and eight queen suite rooms. See “Description of the Mortgage Pool – Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the prospectus.

The following table presents historical occupancy, ADR, and RevPAR penetration rates of the Aura Hotel Times Square Property:

Historical Occupancy, ADR, RevPAR(1)
Competitive Set(2) Aura Hotel Times Square Property(3) Penetration Factor
Year Occupancy ADR RevPAR Occupancy ADR RevPAR Occupancy ADR RevPAR
12/31/2023 TTM(4) 81.4% $244.46 $199.05 100.0% $186.98 $186.98 122.8% 76.5% 93.9%
12/31/2024 TTM 81.7% $253.37 $207.12 61.4% $229.56 $140.97 75.1% 90.6% 68.1%
12/31/2025 TTM 85.8% $257.89 $221.24 79.2% $239.12 $189.30 92.3% 92.7% 85.6%

Source: Industry report, unless otherwise indicated.

(1)The variances between the underwriting, the appraisal and industry report data with respect to Occupancy, ADR and RevPAR are attributable in part to variances in reporting methodologies and/or timing differences.
(2)The competitive set includes Iroquois Hotel, Ameritania Times Square, The Shoreham Hotel, Sanctuay Hotel New York, Hotel Aliz and Hotel Hendricks.
(3)The information for the Aura Hotel Times Square Property is obtained from the underwriting.
(4)The Aura Hotel Times Square Property operated under a contract with the City of New York for the 12/31/2023 TTM period at the Occupancy and ADR reflected above.

The Market. The Aura Hotel Times Square Property is located in the Midtown West/Times Square submarket within New York – New York USA market. The Aura Hotel Times Square Property is bounded by West 48th Street to the north, Fifth Avenue to the east, West 43rd Street to the south, and Seventh Avenue to the west. The Aura Hotel Times Square Property is approximately 9.9 miles from LaGuardia Airport, approximately 17.4 miles from John F. Kennedy International Airport and approximately 16.1 miles from Newark Liberty International Airport. The Aura Hotel Times Square Property is proximate to Times Square–42nd Street station, 47–50 Streets Rockefeller Center station, Penn Station, Times Square and the Broadway Theater District. Major employers in the area include JPMorgan Chase & Co, Verizon Communications, StoneX Group Inc., Citigroup, MetLife, Inc, Pfizer Inc., Morgan Stanley, American Express, Goldman Sachs and The Travelers Companies, Inc.

According to the appraisal, the 2025 estimated population within a one-, three- and five-mile radius of the Aura Hotel Times Square Property is 200,167, 1,288,257 and 2,647,166, respectively, and the average household income for the same radii is $191,898, $185,566 and $161,534, respectively.

According to a September 2025 STR Report, the Midtown West/Times Square submarket is comprised of 103 hotel properties and 33,915 rooms in total. As of September 2025, the Midtown West/Times Square submarket had a trailing 12-month occupancy, ADR and RevPAR of 85.0%, $355.99 and $302.62 respectively.

The following table presents competitive properties to the Aura Hotel Times Square Property:

Competitive Property Summary
Property Year Opened Rooms Total Meeting Space (sf) Meeting Space SF per Room
Aura Hotel Times Square 2024 234 300 1.3
Aliz Hotel Times Square 2018 287 N/A N/A
Hotel Hendricks 2019 176 N/A N/A
Ameritania Hotel 1980 226 810 3.6
Iroquois New York 1980 118 320 2.7
Royalton Hotel New York 1988 168 N/A N/A
Sanctuary Hotel New York 1923 115 3,000 26.1
Luma Hotel Times Square 2017 130 N/A N/A
Subtotal/Average 1,454 4,430 3.05
  Source: Appraisal

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

110

Hospitality – Select Service Loan #10 Cut-off Date Balance:   $33,000,000
120 West 44th Street Aura Hotel Times Square Cut-off Date LTV:   36.3%
New York, NY 10036   UW NCF DSCR:   1.97x
    UW NOI Debt Yield:   15.8%

Appraisal. The appraisal concluded to an “as-is” value for the Aura Hotel Times Square Property of $91,000,000 as of October 21, 2025.

Environmental Matters. According to the Phase I environmental site assessment dated October 29, 2025, there was no evidence of any recognized environmental conditions at the Aura Hotel Times Square Property.

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the Aura Hotel Times Square Property:

Cash Flow Analysis(1)
2021 2022 2023 2024 2025 UW UW per Room
Occupancy 72.9% 76.5% 100.0% 61.4% 79.2% 79.2%
ADR $128.00 $164.18 $186.98 $229.56 $239.12 $239.12
RevPAR $93.37 $125.56 $186.98 $140.97 $189.30 $189.30
Rooms Revenue $7,974,666 $10,724,437 $15,969,981 $12,072,895 $16,168,099 $16,168,099 $69,094
Food & Beverage Revenue $185,000 $607,100 $778,214 $899,174 $1,027,579 $1,044,605 $4,464
Other Income

$279,860

$1,504,821

$150,011

$1,286,747

$2,465,957

$2,465,957

$10,538

Total Revenue $8,439,526 $12,836,358 $16,898,206 $14,258,816 $19,661,635 $19,678,661 $84,097
Room Expense $3,724,848 $6,125,904 $6,164,495 $6,153,272 $8,173,206 $8,173,206 $34,928
Food & Beverage Expense $0 $0 $0 $0 $0 $0 $0
Other Department Expense

$0

$0

$0

$0

$6,777

$6,777

$29

Total Department Expenses $3,724,848 $6,125,904 $6,164,495 $6,153,272 $8,179,983 $8,179,983 $34,957
Gross Operating Income $4,714,678 $6,710,454 $10,733,711 $8,105,544 $11,481,652 $11,498,678 $49,140
Total Undistributed Expenses $2,189,885 $3,156,738 $3,193,611 $3,386,339 $4,253,083 $4,285,881 $18,316
Gross Operating Profit $2,524,793 $3,553,716 $7,540,100 $4,719,205 $7,228,569 $7,212,797 $30,824
Property Taxes $1,981,995 $1,633,830 $1,494,195 $1,777,033 $1,850,172 $1,824,245 $7,796
Insurance $151,894 $147,488 $146,196 $169,218 $174,274 $176,792 $756
Total Operating Expenses $8,048,622 $11,063,960 $10,998,497 $11,485,862 $14,457,512 $14,466,900 $61,824
Net Operating Income(2)     $390,904   $1,772,398   $5,899,709    $2,772,954 $5,204,123 $5,211,761 $22,272
FF&E

$0

$0

$0

$0

$0

$787,146

$3,364

Net Cash Flow $390,904 $1,772,398 $5,899,709 $2,772,954 $5,204,123 $4,424,614 $18,909
NOI DSCR 0.17x 0.79x 2.63x 1.24x 2.32x 2.32x
NCF DSCR 0.17x 0.79x 2.63x 1.24x 2.32x 1.97x
NOI Debt Yield 1.2% 5.4% 17.9% 8.4% 15.8% 15.8%
NCF Debt Yield 1.2% 5.4% 17.9% 8.4% 15.8% 13.4%

 

(1)The variances between the underwriting, the appraisal, and the industry report data with respect to Occupancy, ADR and RevPAR at the Aura Hotel Times Square Property are attributable in part to variances in reporting methodologies and/or timing differences.
(2)The decrease in NOI from 2023 to 2024 and increase from 2024 to 2025 are primarily due to the Aura Hotel Times Square Property having operating pursuant to a contract with the City of New York from July 1, 2023 through April 15, 2024. Following termination of the contract, the Aura Hotel Times Square Property underwent substantial renovations and upgrades before reopening in June 2024.

Escrows and Reserves.

Tax Escrows – The Aura Hotel Times Square Mortgage Loan documents require an upfront deposit of $159,866 and ongoing monthly deposits of $159,866 for real estate taxes.

Insurance Escrows – The Aura Hotel Times Square Mortgage Loan documents require the borrowers to deposit 1/12th of the estimated annual insurance premiums into an insurance reserve. However, the borrowers will not be required to make the monthly insurance reserve deposit provided that (i) no event of default is continuing, (ii) there is a blanket policy in place that is satisfactory to the lender, and (iii) the borrowers provide the lender evidence of renewal of such policy and paid receipts for the insurance premiums at least 10 days prior to the expiration date of such policy.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

111

Hospitality – Select Service Loan #10 Cut-off Date Balance:   $33,000,000
120 West 44th Street Aura Hotel Times Square Cut-off Date LTV:   36.3%
New York, NY 10036   UW NCF DSCR:   1.97x
    UW NOI Debt Yield:   15.8%

FF&E Reserve – The Aura Hotel Times Square Mortgage Loan documents require an ongoing monthly deposit in an amount equal to the 1/12th of 4% of the underwritten revenue for the prior fiscal year, initially estimated to be $65,538.78.

Seasonality Reserve – The Aura Hotel Times Square Mortgage Loan documents require an upfront deposit of $1,321,636 (the “Seasonality Reserve Required Annual Balance”). Reserve funds may be used for “monthly shortfall amount” (required monthly payments pursuant to the Aura Hotel Times Square Mortgage Loan documents less the Aura Hotel Times Square Property revenue for preceding monthly period) for monthly payment dates occurring in January, February, March and July with disbursements not to exceed 50% of deposit amount (other than March). For other months except December, the borrowers deposit the lesser of (a) 12.5% of difference between deposit amount and reserve balance, and (b) excess cash flow. In December of each year, the borrowers deposit the remaining positive difference between the deposit amount and the reserve balance.

Immediate Repairs/Violations Reserve – The Aura Hotel Times Square Mortgage Loan documents require an upfront deposit of $115,250 for immediate repairs/violations (125% of the estimated cost as determined by the Aura Hotel Times Square Property condition assessment required in connection with the Aura Hotel Times Square Mortgage Loan origination).

Lockbox and Cash Management. The Aura Hotel Times Square Mortgage Loan is structured with a hard lockbox and springing cash management. The borrowers or property manager are required to collect all rents and income received (including credit card receipts) from the Aura Hotel Times Square Property and deposit such funds into the lockbox account and to instruct tenants and credit card banks to cause rents and income or receipts, as applicable. to be deposited into the lockbox account. On each business day, all funds in the lockbox account will be transferred to the borrowers’ operating account. Upon the occurrence of a Cash Trap Event Period (as defined below), all amounts available in the deposit account will be transferred to a cash management account controlled by the lender on each business day and applied in accordance with the cash flow waterfall in the cash management agreement. During the continuance of a Cash Trap Event Period, all excess cash flow will be held by the lender as additional collateral.

A “Cash Trap Event Period” will commence upon the occurrence of the following:

(i)an event of default; or
(ii)the debt service coverage ratio (“DSCR”) falling below 1.30x (interest-only), tested quarterly;

A Cash Trap Event Period will end upon the occurrence of the following:

(i)with regard to clause (i) above, upon the cure of such event of default; or
(ii)with regard to clause (ii) above, the DSCR has been equal to or greater than 1.35x for two consecutive calendar quarters.

Terrorism Insurance. The Aura Hotel Times Square Mortgage Loan documents require that the “all risk” insurance policy required to be maintained by the borrowers provide coverage for terrorism in an amount equal to the full replacement cost of the Aura Hotel Times Square Property, as well as business interruption insurance covering no more than the 12-month period following the occurrence of a casualty event, together with an extended period of indemnity covering no more than six months. See “Risk Factors-Risks Relating to the Mortgage Loans-Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the prospectus.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

112

Mortgage Loan No. 11 – 770 The City Drive

Mortgage Loan Information Property Information
Mortgage Loan Seller: WFB Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/S&P/MDBRS): NR/NR/NR Location: Orange, CA 92868
Original Balance: $26,000,000 General Property Type: Office
Cut-off Date Balance: $26,000,000 Detailed Property Type: Suburban
% of Initial Pool Balance: 3.4% Title Vesting: Fee
Loan Purpose: Acquisition Year Built/Renovated: 1988/2025
Borrower Sponsor: MGR Real Estate Size: 186,983 SF
Guarantor: Michael G. Rademaker Cut-off Date Balance PSF: $139
Mortgage Rate: 6.4120% Maturity Date Balance PSF: $139
Note Date: 12/19/2025 Property Manager: MGR Property Management,
Maturity Date: 1/11/2031 Inc. (borrower-related)
Term to Maturity: 60 months Underwriting and Financial Information
Amortization Term: 0 months UW NOI: $3,450,825
IO Period: 60 months UW NCF: $3,407,954
Seasoning: 2 months UW NOI Debt Yield: 13.3%
Prepayment Provisions: L(26),YM1(27),O(7) UW NCF Debt Yield: 13.1%
Lockbox/Cash Mgmt Status: Soft/Springing UW NOI Debt Yield at Maturity: 13.3%
Additional Debt Type: NAP UW NCF DSCR: 2.02x
Additional Debt Balance: NAP Most Recent NOI: $2,270,134 (8/31/2025 TTM)
Future Debt Permitted (Type): No (NAP) 2nd Most Recent NOI: NAV(2)
3rd Most Recent NOI: NAV(2)
Reserves Most Recent Occupancy: 77.4% (12/9/2025)
Type Initial Monthly Cap 2nd Most Recent Occupancy: NAV(2)
RE Taxes: $194,456 $48,614 NAP 3rd Most Recent Occupancy: NAV(2)
Insurance: $0 Springing(1) NAP Appraised Value (as of): $39,700,000 (9/30/2025)
Replacement Reserve: $0 $3,115 $112,140 Appraised Value PSF: $212
TI/LC Reserve: $2,750,000 $23,359 NAP Cut-off Date LTV Ratio: 65.5%
Existing TI/LC Reserve: $391,253 $0 NAP Maturity Date LTV Ratio: 65.5%
Gap Rent Reserve: $9,784 $0 NAP
Rent Concession Reserve:   $532,480 $0 NAP

Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Mortgage Loan Amount: $26,000,000 58.7% Purchase Price: $40,000,000 90.4%
Borrower Sponsor Equity: $11,818,993 26.7% Upfront Reserve: $3,877,973 8.7%
Seller Prorations: $6,442,249 14.6% Closing Costs: $383,269 0.9%
Total Sources: $44,261,242 100.0% Total Uses: $44,261,242 100.0%

 

(1)The borrower is required to deposit 1/12th of insurance premiums upon failure of the borrower to maintain a blanket policy acceptable to the lender.
(2)The 2nd and 3rd most recent NOI and occupancy are unavailable due to the recent acquisition of the 770 The City Drive Property (as defined below) by the borrower sponsor.

The Mortgage Loan. The eleventh largest mortgage loan (the “770 The City Drive Mortgage Loan”) is a mortgage loan in the original principal amount of $26,000,000 secured by the borrower’s fee interest in a Class A suburban multi-tenant office building containing 186,983 SF, located in Orange, California (the “770 The City Drive Property”).

The Borrower and the Borrower Sponsor. The borrower is 770 The City Drive LLC, a Delaware limited liability company. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 770 The City Drive Mortgage Loan.

The borrower sponsor is MGR Real Estate and the non-recourse carveout guarantor is Michael G. Rademaker. Michael G. Rademaker is the founder and chief executive officer of MGR Property Management, MGR Real Estate and MGR Services, a family of businesses based in the Inland Empire. MGR Real Estate is a commercial and residential owner, investor and property manager with properties throughout Southern California.

The Property. The 770 The City Drive Property is a Class A multi-tenant mid-rise office building property and is located at 770 The City Drive South in Orange, California. Constructed in 1988 and subsequently renovated periodically over the last 10 years, most recently in 2025, the 770 The City Drive Property is an eight-story building and part of the Orange City Square, which is a Class A office campus. Amenities at the 770 The City Drive Property include a fitness center lounge and conference center, which will be accessible to the office tenants at the Orange City Square. Amenities at the Orange City Square complex include one conference centers, luxurious customer lounge with catering kitchen, state-of-the-art fitness center (including showers and lockers), activated outdoor space with seating areas, wi-fi, TVs, and grill, EV charging stations, onsite property management, and adjacent hotel. Parking is provided by 655 stalls, comprising both surface and structured spaces, which equates to a parking ratio of 3.5 stalls per 1,000 SF. The 770 The City Drive Property has been periodically renovated over the past decade, with ownership investing over $3.3 million in base building expenditure during that time. As of December 9, 2025, the 770 The City Drive Property was 77.4% leased to 28 tenants and has a weighted-average remaining lease term of 3.4 years.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

113

Office - Suburban Loan #11 Cut-off Date Balance:   $26,000,000
770 The City Drive South 770 The City Drive Cut-off Date LTV:   65.5%
Orange, CA 92868   UW NCF DSCR:   2.02x
    UW NOI Debt Yield:   13.3%

Major Tenants.

Charta Global, Inc (12,608 SF; 6.7% of NRA; 8.9% of underwritten rent). Charta Global, Inc. (“Charta Global”) is a paper and packaging company based in Orange, California. Charta Global serves as the exclusive sales channel for the Asia Pulp & Paper Group in the United States and Latin America. Charta Global supplies a comprehensive range of paper and packaging solutions, including plastic-free, compostable paperboard and flexible foodservice packaging, folding boxboard, printing and copy papers, kraft and specialty papers, jumbo-roll tissue and finished stationery products. Charta Global has been in occupancy at the 770 The City Drive Property since 2022, has a lease expiration in January 2028 and has no extension and termination options.

Applied General Agency, LLC (12,397 SF; 6.6% of NRA; 8.3% of underwritten rent). Applied General Agency, LLC (“Applied General Agency”) was launched in 1993 and has grown to become one of the largest Medicare-focused national marketing organizations in the United States. Applied General Agency serves as a Medicare-focused field marketing organization that partners with independent insurance agents, brokers and agencies. Applied General Agency has occupied two suites at the 770 The City Drive Property since October 2025 and will occupy two additional suites starting in March 2026, and all related leases have an expiration in July 2033. Applied General Agency has a one-time early termination right at end of the fifth year with 12 months prior notice and no renewal options.

Aeries Software, LLC (11,668 SF; 6.2% of NRA; 8.9% of underwritten rent). Aeries Software, LLC (“Aeries Software”) develops and maintains the Aeries Student Information System (“SIS”), a comprehensive student information system used primarily in K–12 education. Since opening in 1995, Aeries Software has successfully implemented the Aeries SIS in over 750 California public school districts and education agencies, becoming the California's most popular SIS software. Aeries Software has been in occupancy at the 770 The City Drive Property since 2019, has a lease expiration in September 2031 and has no extension and termination options.

The following table presents certain information relating to the tenancy at the 770 The City Drive Property:

Tenant Summary(1)
Tenant Name Credit Rating (Moody’s/ Fitch/S&P) Tenant SF Approx. % of SF Annual UW Base Rent % of Total Annual UW Base Rent Annual UW Base Rent PSF(1) Lease Exp. Renewal Options Term Option (Y/N)
Major Tenants
Charta Global NR/NR/NR  12,608 6.7%  $502,303 8.9% $39.84 1/31/2028 None N
Applied General Agency NR/NR/NR  12,397 6.6%  $467,367 8.3% $37.70 7/31/2033 None Y(2)
Aeries Software NR/NR/NR  11,668 6.2%  $499,390 8.9% $42.80 9/30/2031 None N
Solaris Paper, Inc NR/NR/NR  10,854 5.8%  $432,423 7.7% $39.84 1/31/2028 None N
Southern California Pizza Company, LLC NR/NR/NR

9,391

5.0%

$369,442

6.6%

$39.34

10/31/2033 None
Major Tenants Subtotal/Wtd. Avg.  56,918 30.4%  $2,270,925 40.4% $39.90
Other Tenants

87,766

46.9%

$3,349,719

59.6%

$38.17

Occupied Subtotal/Wtd. Avg.  144,684 77.4% $5,620,644 100.0% $38.85
Vacant Space

42,299

22.6%

Total/Wtd. Avg. 186,983 100.0%

 

(1)Based on the underwritten rent roll dated December 9, 2025.
(2)Applied General Agency has a one-time right to terminate their lease effective as of the end of the 60th month following the lease commencement date (10/31/2030).

The following table presents certain information relating to the lease rollover schedule at the 770 The City Drive Property:

Lease Rollover Schedule(1)
Year # of Leases Rolling SF Rolling Approx. % of SF Rolling Approx. Cumulative % of SF Rolling Total UW Base Rent Rolling Approx. % of Total UW Base Rent Rolling Approx. Cumulative % of Total UW Base Rent Rolling UW Base Rent PSF Rolling
MTM/2026 1 2,684 1.4% 1.4% $68,979 1.2% 1.2% $25.70
2027 5 16,891 9.0% 10.5% $700,290 12.5% 13.7% $41.46
2028 8 43,311 23.2% 33.6% $1,723,558 30.7% 44.4% $39.79
2029 2 8,133 4.3% 38.0% $285,845 5.1% 49.4% $35.15
2030 3 14,064 7.5% 45.5% $493,939 8.8% 58.2% $35.12
2031 4 20,772 11.1% 56.6% $853,757 15.2% 73.4% $41.10
2032 1 9,018 4.8% 61.4% $351,071 6.2% 79.7% $38.93
2033 4 21,788 11.7% 73.1% $836,809 14.9% 94.5% $38.41
2034 1 8,023 4.3% 77.4% $306,398 5.5% 100.0% $38.19
2035 0 0 0.0% 77.4% $0 0.0% 100.0% $0.00
2036 & Thereafter 0 0 0.0% 77.4% $0 0.0% 100.0% $0.00
Vacant 0 42,299 22.6% 100.0% $0 0.0% 100.0% $0.00
Total/Wtd. Avg. 29 186,983 100.0% $5,620,644 100.0% $38.85

 

(1)Based on the underwritten rent roll dated December 9, 2025.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

114

Office - Suburban Loan #11 Cut-off Date Balance:   $26,000,000
770 The City Drive South 770 The City Drive Cut-off Date LTV:   65.5%
Orange, CA 92868   UW NCF DSCR:   2.02x
    UW NOI Debt Yield:   13.3%

The Market. The 770 The City Drive Property is part of a larger 15.1-acre mixed-use project known as Orange City Square, which is situated on the northwest corner of The City Drive South and Garden Grove Boulevard, within the city area of the Central County office market. It is near three major freeways: approximately 0.20 miles south of the Garden Grove (22) Freeway, 0.85 miles west of the Santa Ana (5) Freeway, and 0.75 miles southwest of the Orange (57) Freeway. This network provides excellent linkage to the broader Southern California region for commuters and clients. Furthermore, the 770 The City Drive Property is located 6.45 miles north of John Wayne Airport, the only commercial service airport in Orange County. Public transportation is also readily available, with service from Metrolink's Orange County Line and Inland Empire-Orange County Line, as well as bus service from the Orange County Transportation Authority. Demand generators include major retail destinations such as The Outlets at Orange, Angels Stadium, and Disneyland Park. Major employers in the area include Disney Resorts, the University of California Irvine, Peraton State and Local Inc., Kaiser Permanente Anaheim Medical Center, MasTec Inc., Edwards Lifesciences LLC, Blizzard Entertainment Inc. and Broadcom.

According to the appraisal, the 770 The City Drive Property is located within the city area of the Central County office market. As of the second quarter of 2025, the submarket had an inventory of 2,100,000 SF with a vacancy rate of 35.3% and weighted average Class A rent of $36.73 PSF. The appraiser concluded a market rent range of $36.60 to $39.00 for the 770 The City Drive Property.

According to the appraisal, the 2024 population within a one-, three- and five-mile radius of the 770 The City Drive Property was 28,657, 288,787 and 741,585, respectively. The average household income within the same radii, as of 2024, was $116,390, $104,869 and $112,556, respectively.

The following table presents certain information relating to the appraisal’s market rent conclusion for the 770 The City Drive Property:

Office Space FSG(1)
Market Rent (PSF) $37.80
Lease Term (Years) 6
Lease Type BY Stop
Escalations (Annual) 3.0%
Tenant Improvements (New/Renewal) $60 / $15
Leasing Commissions (New/Renewal) 6.0% / 3.0%
Free Rent (Months) (New/Renewal) 6 / 4
(1)Information obtained from the appraisal.

The table below presents certain information relating to comparable properties to the 770 The City Drive Property identified by the appraiser:

770 The City Drive Comparable Office Leases(1)
Property Name Year Built Occ. Total NRA (SF)

Tenant

Lease Date/

Term (yrs.)

Lease Size (SF) Base Rent PSF
770 The City Drive
770 The City Drive South
Orange, CA
1988 77.4%(1) 186,983(1) - - - -

Orange Executive Tower,

1100 W Town And Country Road,

Orange, CA

1987 NAV 385,414

Maxim

Healthcare

Services, Inc.

Jan-25 / 7.4 6,456 $37.20

Orange Financial Center,

681, 701, 721 South Parker Street,

Orange, CA

1985 NAV 332,122

The Word &

Brown Insurance

Sep-25 / 5.0 48,279 $34.08

Orange Executive Tower,

1100 W Town And Country Road,

Orange, CA

1987 NAV 385,414

Degenkolb

Engineers

Aug-25 / 11.4 8,765 $36.60

City Tower,

333 City Boulevard West,

Orange, CA

1988 NAV 431,007 Sono Bello Jun-25 / 1.5 2,618 $42.00

Stadium Tower,

2400 East Katella Avenue,

Anaheim, CA

1988 NAV 261,093

Wells Fargo

Clearing Services

Feb-25/ 5.0 12,617 $40.80

Main Street Town Center,

2677 North Main Street,

Santa Ana, CA

1987 NAV 215,659

La Follette,

Ames, Johnson,

DeHaas & Fesler

Nov-24/ 3.3 16,121 $34.2

Orange Center Tower,

500 N. State College Boulevard,

Orange, CA

1987 NAV 281,699

VBB Ventures,

Inc.

Sep-24/ 1.5 2,565 $37.20

Cruz Metro,

1515 East Orangewood Avenue,

Anaheim, CA

1987 NAV 84,887

County of Orange

Health Care

Agency

May-24/ 15.0 40,580 $34.80

 

Source: Appraisal.

(1)Based on the underwritten rent roll dated December 9, 2025.

Appraisal. According to the appraisal as of September 30, 2025, the 770 The City Drive Property had an “as-is” appraised value of $39,700,000.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

115

Office - Suburban Loan #11 Cut-off Date Balance:   $26,000,000
770 The City Drive South 770 The City Drive Cut-off Date LTV:   65.5%
Orange, CA 92868   UW NCF DSCR:   2.02x
    UW NOI Debt Yield:   13.3%

Environmental Matters. The Phase I environmental site assessment dated October 30, 2025, identified a recognized environmental condition associated with former on-site or adjacent dry cleaning and gas station/ auto repair operations. In lieu of a Phase II limited sub-surface assessment to determine potential contamination, the lender required environmental insurance. See “Description of the Mortgage Pool – Environmental Considerations” in the prospectus.

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the 770 The City Drive Property:

Cash Flow Analysis(1)
8/31/2025 TTM UW            UW PSF   
Base Rent $4,909,148 $5,620,644 $30.06
Grossed up Vacant Space $0 $1,594,858 $8.53
Gross Potential Rent $4,909,148 $7,215,502 $38.59
Free Rent Adjustment $456,890 $0 $0.00
Percentage Rent $0 $7,280 $0.04
Vacancy/Credit Loss $0 ($1,594,858) ($8.53)
Net Rental Income $4,452,258 $5,627,924 $30.10
Expense Reimbursement $209,722 $149,969 $0.80
Other Income $56,028 $56,028 $0.30
Effective Gross Income $4,718,008 $5,833,921 $31.20
Real Estate Taxes $481,773 $428,243 $2.29
Insurance $167,677 $66,609 $0.36
Management Fee $85,197 $175,018 $0.94
Other Operating Expenses $1,713,227 $1,713,227 $9.16
Total Expenses $2,447,874 $2,383,096 $12.74
Net Operating Income $2,270,134 $3,450,825 $18.46
Capital Expenses $0 $37,397 $0.20
TI/LC

$0

$5,475

$0.03

Net Cash Flow $2,270,134 $3,407,954 $18.23
Occupancy (%)(2) 77.4% 77.9%
NOI DSCR 1.34x 2.04x
NCF DSCR 1.34x 2.02x
NOI Debt Yield 8.7% 13.3%
NCF Debt Yield 8.7% 13.1%
(1)Based on the UW as of December 9, 2025.
(2)Occupancy is as of 12/9/2025, underwritten occupancy matches economic occupancy

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

116

Mortgage Loan No. 12 – Hampton Towne Centre

Mortgage Loan Information Property Information
Mortgage Loan Seller: AREF2 Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/S&P/MDBRS): NR/NR/NR Location: Hampton, VA 23666
Original Balance: $22,100,000 General Property Type: Retail
Cut-off Date Balance: $22,100,000 Detailed Property Type: Anchored
% of Initial Pool Balance: 2.9% Title Vesting: Fee
Loan Purpose: Refinance Year Built/Renovated: 1998/NAP
Borrower Sponsor: Sean Porter Size: 162,750 SF
Guarantor: Sean Porter Cut-off Date Balance PSF: $136
Mortgage Rate: 6.78300% Maturity Balance PSF: $136
Note Date: 1/16/2026 Property Manager: Colliers International Asset
Maturity Date: 2/6/2031 Services, LLC
Term to Maturity: 60 months Underwriting and Financial Information
Amortization Term: 0 months UW NOI: $2,316,073
IO Period: 60 months UW NCF $2,128,911
Seasoning: 1 month UW NOI Debt Yield: 10.5%
Prepayment Provisions: L(25),D(28),O(7) UW NCF Debt Yield: 9.6%
Lockbox/Cash Mgmt Status: Hard/Springing UW NOI Debt Yield at Maturity: 10.5%
Additional Debt Type: NAP UW NCF DSCR: 1.40x
Additional Debt Balance: NAP Most Recent NOI(2)(3): $2,092,081 (11/30/2025 TTM)
Future Debt Permitted (Type): No (NAP) 2nd Most Recent NOI(2)(3): $1,174,907 (12/31/2024)
Reserves 3rd Most Recent NOI(2)(3): $639,455 (12/31/2023)
Type Initial Monthly Cap Most Recent Occupancy(3): 97.7% (1/6/2026)
RE Taxes: $62,078 $15,520 NAP 2nd Most Recent Occupancy(3): 95.4% (11/30/2025)
Insurance: $132,893 $12,081 NAP 3rd Most Recent Occupancy(3): 72.7% (12/31/2024)
Replacement Reserve: $0 $2,034 $73,238 Appraised Value (as of): $32,900,000 (12/15/2025)
TI/LC Reserve: $150,000 $13,563 $300,000 Appraised Value PSF: $202
Outstanding TI/LC Reserve(1): $422,929 $0 NAP Cut-off Date LTV Ratio: 67.2%
Gap Rent Reserve(1): $21,719 $0 NAP Maturity Date LTV Ratio: 67.2%

Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Mortgage Loan Amount: $22,100,000 100.0% Loan Payoff: $19,653,388 88.9%
Closing Costs: $1,249,118 5.7%
Upfront Reserves: $789,619 3.6%
Return of Equity: $407,875 1.8%
Total Sources: $22,100,000 100.0% Total Uses: $22,100,000 100.0%

 

(1)The Hampton Towne Centre Mortgage Loan (as defined below) documents require an upfront reserve of approximately $422,929 to fund outstanding tenant improvements and leasing costs related to the American National Red Cross lease and the Riverside Physician lease. Additionally, the Hampton Towne Centre Mortgage Loan documents require an upfront reserve of approximately $21,719 to fund for three months of gap rent related to the American National Red Cross lease.
(2)The increase from 3rd Most Recent NOI to 2nd Most Recent NOI to Most Recent NOI was due to the ongoing lease-up of the Hampton Towne Centre Property (as defined below) from 2023 to 2025, with occupancy increasing from an average of 44.9% in 2023 to 97.7% as of January 6, 2026.
(3)Historical occupancy figures represent the average physical occupancy in each respective year.

The Mortgage Loan. The twelfth largest mortgage loan (the “Hampton Towne Centre Mortgage Loan”) is evidenced by a promissory note in the original principal balance of $22,100,000 and secured by a first-priority fee mortgage encumbering a retail property located in Hampton, Virginia (the “Hampton Towne Centre Property”).

The Borrower and the Borrower Sponsor. The borrower is Shops at Hampton Towne Centre, LLC, a single-purpose Delaware limited liability company with one independent director. The borrower sponsor and non-recourse carveout guarantor is Sean Porter. Sean Porter is a co-founder and managing partner at Reserve Development, a Texas-based real estate investment firm that specializes in repurposing underutilized assets. Reserve Development has acquired over 2,000,000 SF of real estate across the United States, with properties ranging from big-box retail stores to shopping centers, power centers and industrial/warehouse buildings.

The Property. The Hampton Towne Centre Property is a 162,750 SF grocer-anchored retail center located in Hampton, Virginia, approximately 4.5 miles southeast of downtown Newport News, Virginia. The Hampton Towne Centre Property was built in 1998 and features three, one-story buildings situated on a 14.94-acre site. The Hampton Towne Centre Property has rights to approximately 993 surface parking spaces which results in a parking ratio of 6.1 spaces per 1,000 SF of net rentable area.

The borrower sponsor acquired the Hampton Towne Centre Property in 2021 at 39% occupancy for $7.8 million and has since invested approximately $5.1 million in capital improvements including building improvements, roof replacement, parking lot improvements and tenant improvement allowances. Since acquisition, the borrower sponsor has successfully leased up the Hampton Towne Centre Property to an occupancy of 97.7%, including eight new and renewal leases signed since June 2024 covering 81,913 SF (representing approximately 50.3% of net rentable area).

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

117

Retail - Anchored Loan #12 Cut-off Date Balance:   $22,100,000
30 Towne Centre Way Hampton Towne Centre Cut-off Date LTV:   67.2%
Hampton, VA 23666   UW NCF DSCR:   1.40x
    UW NOI Debt Yield:   10.5%

As of January 6, 2026, the Hampton Towne Centre Property was 97.7% occupied by 18 tenants occupying spaces ranging in size from 1,200 to 29,839 SF. The Hampton Towne Centre Property is anchored by several large retail tenants including US Foods (as defined below), FunPlex (as defined below) and Ace Hardware and features a diverse mix of service and restaurant tenants. The site also features an outparcel that is currently occupied by Rite Aid and is not collateral for the Hampton Towne Center Mortgage Loan.

Major Tenants

US Foods - CHEF’STORE (29,839 SF, 18.3% of NRA, 19.3% of UW rent). US Foods – CHEF’STORE (“US Foods”) is a leading American foodservice distributor serving over 250,000 customers nationwide. Headquartered in Rosemont, Illinois, US Foods currently operates more than 70 distribution centers nationwide. CHEF’STORE is the company’s retail warehouse concept, offering culinary supplies and ingredients for professional chefs and home cooks with 97 stores across 14 states. US Foods began its occupancy in June 2024 and retains the exclusive right to be the only grocery store at the Hampton Towne Centre Property. US Foods has a current lease expiration in November 2034 and has three, five-year renewal options remaining with no early termination options.

FunPlex Trampoline (26,599 SF, 16.3% of NRA, 15.0% of UW rent). FunPlex Trampoline (“FunPlex”) is an entertainment venue featuring a variety of indoor attractions such as trampolines, ninja courses, dodgeball, ropes courses, basketball courts and playgrounds. FunPlex commenced its lease at the Hampton Towne Centre Property in November 2024. FunPlex has a current lease expiration in October 2034 and has two, five-year renewal options remaining with no early termination options.

Riverside Physician (25,247 SF, 15.5% of NRA, 14.8% of UW rent). Riverside Physician is an affiliate of Riverside Health Medical Network, a large nonprofit healthcare organization serving Eastern Virginia. Providers within the network practice in areas such as family medicine, internal medicine, pediatrics, cardiology, orthopedics, women’s health, oncology, behavioral health and other specialty services. Riverside Physician has been in occupancy at the Hampton Towne Centre Property since February 2024. Riverside Physician has a current lease expiration in January 2034 and has four, five-year renewal options remaining with no early termination options.

The following table presents certain information relating to the tenancy at the Hampton Towne Centre Property:

Retail Tenant Summary(1)
Tenant Name Credit Rating (Fitch/Moody's/ S&P)(2) Tenant SF % of Total SF Annual UW Rent % of Total Annual UW Rent Annual UW Rent PSF Lease Expiration Term. Option (Y/N) Renewal Options
US Foods NR/Ba2/BB+ 29,839 18.3% $477,424 19.3% $16.00 11/30/2034 No(3) None
FunPlex NR/NR/NR 26,599 16.3% $369,854 15.0% $13.90 10/31/2034 No None
Riverside Physician NR/NR/NR 25,247 15.5% $366,081 14.8% $14.50 1/31/2034 No None
Ace Hardware NR/NR/NR 20,010 12.3% $165,000 6.7% $8.25 1/31/2027 No None
Chuck E. Cheese NR/NR/NR 15,000 9.2% $278,047 11.3% $18.54 8/31/2030 No None
Subtotal/Wtd. Avg. 116,695 71.7% $1,656,406 67.0% $14.19
Other Tenants 42,255 26.0% $814,912 33.0% $19.29
Total Occupied Space 158,950 97.7% $2,471,318 100.0% $15.55
Vacant Space 3,800 2.3%
Total 162,750 100.0%

 

(1)Information is based on the underwritten rent roll dated January 6, 2026 with rent steps taken through January 2027.
(2)Certain ratings are those of the parent company or government, whether or not the parent guarantees the lease.
(3)US Foods retains the exclusive right to be the only grocery store at the Hampton Towne Centre Property per its lease. If such right is violated, US Foods may pay 50% of its rent or terminate its lease.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

118

Retail - Anchored Loan #12 Cut-off Date Balance:   $22,100,000
30 Towne Centre Way Hampton Towne Centre Cut-off Date LTV:   67.2%
Hampton, VA 23666   UW NCF DSCR:   1.40x
    UW NOI Debt Yield:   10.5%

The following table presents certain information with respect to the lease rollover at the Hampton Towne Centre Property:

Lease Rollover Schedule(1)
Year # of Leases Rolling SF Rolling Approx. % of SF Rolling Approx. Cumulative % of SF Rolling Total UW Rent Rolling Approx. % of Total UW Rent Rolling Approx. Cumulative % of Total UW Rent Rolling UW Rent PSF Rolling
MTM/2026 1 1,480 0.9% 0.9% $40,049 1.6% 1.6% $27.06
2027 1 20,010 12.3% 13.2% $165,000 6.7% 8.3% $8.25
2028 3 18,900 11.6% 24.8% $233,601 9.5% 17.7% $12.36
2029 2 4,900 3.0% 27.8% $96,002 3.9% 21.6% $19.59
2030 2 17,407 10.7% 38.5% $338,222 13.7% 35.3% $19.43
2031 0 0 0.0% 38.5% $0 0.0% 35.3% $0.00
2032 2 3,200 2.0% 40.5% $100,360 4.1% 39.4% $31.36
2033 0 0 0.0% 40.5% $0 0.0% 39.4% $0.00
2034 4 85,685 52.6% 93.1% $1,319,449 53.4% 92.8% $15.40
2035 2 4,200 2.6% 95.7% $104,188 4.2% 97.0% $24.81
2036 1 3,168 1.9% 97.7% $74,448 3.0% 100.0% $23.50
2037 & Thereafter 0 0 0.0% 97.7% $0 0.0% 100.0% $0.00
Vacant NAP 3,800 2.3% 100.0% $0 0.0% 100.0% $0.00
Total/Wtd. Avg. 18 162,750 100.0%  $2,471,318 100.0% $15.55

 

(1)Information is based on the underwritten rent roll dated January 6, 2026 with rent steps taken through January 2027.

The Market.

The Hampton Towne Centre Property is located in Hampton, Virginia, approximately 4.5 miles southeast of downtown Newport News, Virginia. The Hampton Towne Centre Property is situated adjacent to Interstate 64, providing access to the east and west. US Route 17 is located approximately four miles to the northwest of the Hampton Towne Centre Property and provides access to the north and south through the northeastern part of Virginia. The dominant land use in the Hampton Towne Centre Property’s general area is residential, with single-family homes and multifamily properties immediately to the south of the Hampton Towne Centre Property. The Hampton Towne Centre Property is also located directly across the street from Hampton Woods Plaza, a retail center with tenants such as Food Lion, McDonald’s, Taco Bell, Sunoco and Subway, among others.

According to the appraisal, the 2025 estimated population within a one-, three- and five-mile radius of the Hampton Towne Centre Property was approximately 5,622, 92,315 and 198,555, respectively, and the 2025 estimated median household income within the same radii was approximately $89,413, $73,196 and $72,023, respectively.

According to the appraisal, the Hampton Towne Centre Property is located within the Hampton North retail submarket. As of the third quarter of 2025, the Hampton North retail submarket had an inventory of approximately 4,200,000 SF of retail space with an occupancy rate of 98.1% and a monthly average asking rent of $20.90 PSF.

The following table presents certain information relating to the appraisal’s market rent conclusion for the Hampton Towne Centre Property:

Market Rent Summary(1)
Large Retail Small Retail
Rentable Area(2) 128,695 34,055
Market Rent (PSF per Year) $15.00 $25.00
Lease Term (Years) 15 10
Lease Type (Reimbursements) Net Net
Rent Increase Projection (per Year) Annual 3% Annual 3%
Tenant Improvements (New Tenant) (PSF) $10.00 $10.00
Tenant Improvements (Renewal) (PSF) $5.00 $5.00
 
(1)Source: Appraisal, unless otherwise stated.
(2)Information is based on the underwritten rent roll dated January 6, 2026.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

119

Retail - Anchored Loan #12 Cut-off Date Balance:   $22,100,000
30 Towne Centre Way Hampton Towne Centre Cut-off Date LTV:   67.2%
Hampton, VA 23666   UW NCF DSCR:   1.40x
    UW NOI Debt Yield:   10.5%

The following tables present recent leasing data at comparable retail properties with respect to the Hampton Towne Centre Property:

Comparable Large Retail Leases(1)
Property Name/Location Year Built/ Renovated Total GLA (SF) Major Tenant Tenant Size (SF) Lease Start Date Lease Term (years) Annual Base Rent PSF

Hampton Towne Centre(2)

Hampton, VA

1998/NAP 162,750 US Foods 29,839 Jun-24 10.5 $16.00

11238 Ocean Gateway

Berlin, MD

2026/NAP 121,790 Giant Food 65,000 Sep-25 20.0 $17.00

2701 North Mall Drive

Virginia Beach, VA

1988/NAV 107,465 Academy Sports & Outdoors 65,297 Oct-24 15.0 $16.92

7547 King Road

Fayetteville, NC

NAV NAV Confidential - Major Grocery Operator 48,387 Jul-24 20.0 $16.50

1524 Holland Road

Suffolk, VA

1999/NAV 43,548 Food Lion 33,000 May-24 5.0 $10.75

4020 Victory Boulevard

Portsmouth, VA

2002/NAV 73,004 Five Below 12,000 Apr-24 10.0 $19.50

2513 Victory Boulevard

Portsmouth, VA

1960/NAV 26,000 Culture Lounge 12,500 Feb-24 5.0 $11.00

10601 Spotsylvania Avenue

Fredericksburg, VA

NAV NAV Weis Markets 33,000 Dec-23 2.0 $18.50

3101 Plank Road

Fredericksburg, VA

NAV NAV Crunch Fitness 31,428 Dec-23 10.0 $14.00

2301 Ellis Road

Durham, NC

NAV NAV Publix 46,791 Nov-22 20.0 $15.50

70 Ballentrae Court

Pittsboro, NC

NAV NAV Food Lion 35,929 Sep-22 20.0 $18.50

152-156 Stratford Common Court

Winston-Salem, NC

NAV NAV US Foods 23,500 Mar-22 10.0 $12.00

 

(1)Source: Appraisal, unless otherwise indicated.
(2)Information is based on the underwritten rent roll dated January 6, 2026 with rent steps taken through January 2027.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

120

Retail - Anchored Loan #12 Cut-off Date Balance:   $22,100,000
30 Towne Centre Way Hampton Towne Centre Cut-off Date LTV:   67.2%
Hampton, VA 23666   UW NCF DSCR:   1.40x
    UW NOI Debt Yield:   10.5%
Comparable Small Retail Leases(1)
Property Name/Location Year Built/ Renovated Total GLA (SF) Major Tenant Tenant Size (SF) Lease Start Date Lease Term (years) Annual Base Rent PSF

Hampton Towne Centre(2)

Hampton, VA

1998/NAP 162,750 Chick N Roll 4,000 Mar-24 10.3 $26.52

332 Laskin Rd

Virginia Beach, VA

2013/NAV 28,507 Eco Lux Hair and Nail Spa 1,690 Aug-25 3.0 $25.00

209 Village Ave

Yorktown, VA

1999/NAV 28,030 Curry Corridor Grill & Bar 1,875 Jun-25 5.0 $25.00

1301 Bridgeport Way

Suffolk, VA

NAV NAV Smallcakes 1,688 May-25 4.0 $22.75

1613 Merchant Ln

Hampton, VA

2009/NAV 48,609 Luxura Aesthetic Medical Spa 2,624 May-25 10.0 $21.48

5700 Patterson Ave

Richmond, VA

1952/NAV 12,870 Tommy's Garden 1,300 Apr-25 3.0 $26.00

7061 Commons Plz

Chesterfield, VA

NAV NAV Pets Now Urgent Care 2,215 Oct-24 10.0 $28.00

1269 N Military Hwy

Norfolk, VA

NAV NAV Game Day Men's Health 1,770 Aug-24 10.0 $20.00

5-94 Coliseum Xing

Hampton, VA

NAV NAV Nash & Smash 2,400 Jun-24 10.0 $19.50

2005 Sandbridge Rd

Virginia Beach, VA

NAV NAV Naji VIP Services 1,500 Apr-24 5.0 $23.00

1541 Premium Outlets Blvd

Norfolk, VA

NAV NAV Smashers 2,000 Feb-24 5.0 $29.56

2401 Taylor Rd

Chesapeake, VA

NAV NAV Dave's Hot Chicken 2,614 Jan-24 10.0 $21.04

2476 Nimmo Pky

Virginia Beach, VA

NAV NAV Papa Johns 1,606 Sep-23 5.0 $29.00

 

(1)Source: Appraisal, unless otherwise indicated.
(2)Information is based on the underwritten rent roll dated January 6, 2026 with rent steps taken through January 2027.

Appraisal. The appraisal concluded to an “as-is” value for the Hampton Towne Centre Property of $32,900,000 as of December 15, 2025.

Environmental Matters. According to the Phase I environmental site assessment dated October 9, 2025, there was no evidence of any recognized environmental conditions at the Hampton Towne Centre Property.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

121

Retail - Anchored Loan #12 Cut-off Date Balance:   $22,100,000
30 Towne Centre Way Hampton Towne Centre Cut-off Date LTV:   67.2%
Hampton, VA 23666   UW NCF DSCR:   1.40x
    UW NOI Debt Yield:   10.5%

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the Hampton Towne Centre Property:

Cash Flow Analysis
2022 2023 2024 11/30/2025 TTM UW UW PSF
Base Rent(1) $955,152 $921,110 $1,603,240 $2,303,257 $2,471,318 $15.18
Vacancy Gross Up

$0

$0

$0

$0

$108,724

$0.67

Gross Potential Rent $955,152 $921,110 $1,603,240 $2,303,257 $2,580,043 $15.85
Recovery Income $174,166 $178,777 $281,897 $475,100 $587,793 $3.61
Other Income $0 $0 $1,842 $0 $0 $0.00
Vacancy, Abatements and Concessions

($2,067)

$0

($207,579)

($9,800)

($158,392)

($0.97)

Effective Gross Income $1,127,251 $1,099,887 $1,679,401 $2,768,557 $3,009,444 $18.49
Taxes $151,139 $116,163 $114,194 $151,099 $186,235 $1.14
Insurance $64,810 $89,329 $94,001 $125,662 $144,974 $0.89
Other Operating Expenses

$242,849

$254,940

$296,299

$399,715

$362,162

$2.23

Total Operating Expenses $458,797 $460,432 $504,494 $676,476 $693,370 $4.26
Net Operating Income(2) $668,454 $639,455 $1,174,907 $2,092,081 $2,316,073 $14.23
Capital Expenditures $0 $0 $0 $0 $24,413 $0.15
TI/LC

$0

$0

$0

$0

$162,750

$1.00

Net Cash Flow $668,454 $639,455 $1,174,907 $2,092,081 $2,128,911 $13.08
Occupancy %(3) 44.2% 44.9% 72.7% 95.4% 95.0%
NOI DSCR 0.44x 0.42x 0.77x 1.38x 1.52x
NCF DSCR 0.44x 0.42x 0.77x 1.38x 1.40x
NOI Debt Yield 3.0% 2.9% 5.3% 9.5% 10.5%
NCF Debt Yield 3.0% 2.9% 5.3% 9.5% 9.6%

 

(1)Base Rent includes contractual rent steps taken through January 2027.
(2)The increase from 2023 Net Operating Income to 2024 Net Operating Income to 11/30/2025 TTM Net Operating Income was due to the ongoing lease-up of the Hampton Towne Centre Property from 2023 to 2025, with occupancy increasing from an average of 44.9% in 2023 to 97.7% as of January 6, 2026.
(3)Historical occupancy figures represent the average physical occupancy in each respective year. UW Occupancy % represents underwritten economic occupancy.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

122

Mortgage Loan No. 13 – Empire Mall

Mortgage Loan Information Property Information
Mortgage Loan Seller: WFB Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/S&P/MDBRS): NR/NR/NR Location: Sioux Falls, SD 57106
Original Balance(1): $20,000,000 General Property Type: Retail
Cut-off Date Balance(1): $20,000,000 Detailed Property Type: Super Regional Mall
% of Initial Pool Balance: 2.6% Title Vesting: Fee/Leasehold
Loan Purpose: Refinance Year Built/Renovated: 1974/2013
Borrower Sponsor: Simon Property Group, L.P. Size: 1,024,394 SF
Guarantor: Simon Property Group, L.P. Cut-off Date Balance PSF(1): $117
Mortgage Rate: 6.7160% Maturity Date Balance PSF(1): $117
Note Date: 10/1/2025 Property Manager: Simon Management Associates,
Maturity Date: 10/1/2030 LLC (borrower-related)
Term to Maturity: 60 months
Amortization Term: 0 months Underwriting and Financial Information
IO Period: 60 months UW NOI (2): $19,837,440
Seasoning: 5 months UW NCF: $18,331,837
Prepayment Provisions: L(29),D(24),O(7) UW NOI Debt Yield(1): 16.5%
Lockbox/Cash Mgmt Status: Hard/Springing UW NCF Debt Yield(1): 15.3%
Additional Debt Type(1): Pari Passu UW NOI Debt Yield at Maturity(1): 16.5%
Additional Debt Balance(1): 100,000,000 UW NCF DSCR(1): 2.24x
Future Debt Permitted (Type): No (NAP) Most Recent NOI(2): $18,061,764 (8/31/2025 TTM)

Reserves

2nd Most Recent NOI: $18,000,096 (12/31/2024)
Type Initial Monthly Cap 3rd Most Recent NOI: $17,161,886 (12/31/2023)
RE Taxes: $0 Springing(4) NAP Most Recent Occupancy: 87.2% (9/4/2025)
Insurance: $0 Springing(5) NAP 2nd Most Recent Occupancy: 95.0% (12/31/2024)
Replacement Reserve: $0 Springing(6) NAP 3rd Most Recent Occupancy: 89.0% (12/31/2023)
TI/LC Reserve: $0 $69,246 $3,323,820 Appraised Value (as of): $202,000,000 (6/26/2025)
Outstanding TI/LC Reserve: $0(3) $0 NAP Appraised Value PSF: $197
Gap Rent Reserve: $992,738 $0 NAP Cut-off Date LTV Ratio(1): 59.4%
Maturity Date LTV Ratio(1): 59.4%

Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Whole Loan Amount: $120,000,000 71.1% Loan Payoff: $167,214,263 99.0%
Borrower Sponsor Equity: $48,842,063 28.9% Reserves: $992,738 0.6%
Closing Costs $635,062 0.4%
Total Sources: $168,842,063 100.0% Total Uses: $168,842,063 100.0%
(1)The Empire Mall Mortgage Loan (as defined below) is part of the Empire Mall Whole Loan (as defined below) evidenced by four pari passu promissory notes with an aggregate outstanding principal balance as of the Cut-off Date of $120.0 million. The Financial Information in the chart above reflects the Empire Mall Whole Loan.
(2)The increase in Base Rent and UW NOI from the Base Rent and Most Recent NOI is primarily driven by UW Base Rent reflecting the higher rent associated with the Dick’s House of Sport expansion space.
(3)In lieu of an upfront cash deposit, the guarantor has executed a guaranty for the required initial deposit to the Outstanding TI/LC Reserve as permitted by the Empire Mall Whole Loan documents.
(4)Springing monthly deposits upon an occurrence of a lockbox event period. If taxes are not paid by the borrower prior to them becoming delinquent and upon the lender’s request if the borrower fails to provide evidence that taxes have been paid.
(5)The borrower is required to deposit 1/12th of insurance premiums upon the occurrence of a lockbox period, failure of the borrower to maintain a blanket policy acceptable to the lender, failure of the borrower to provide evidence of policy renewals and paid receipts of the premiums no later than 30 days prior to expiration of the policies.
(6)Springing monthly payments of $17,311.56 during a lockbox event period.

The Mortgage Loan. The thirteenth largest mortgage loan (the “Empire Mall Mortgage Loan”) is part of a whole loan evidenced by four pari passu promissory notes with an aggregate outstanding principal balance as of the Cut-off Date of $120,000,000 (the “Empire Mall Whole Loan”). The Empire Mall Whole Loan is secured by the borrower’s fee interest in a 1,024,394 SF super regional mall located in Sioux Falls, South Dakota (the “Empire Mall Property”). The Empire Mall Mortgage Loan is evidenced by the controlling non-controlling A-3 note with an outstanding principal balance as of the Cut-off Date of $20,000,000. The relationship between the holders of the Empire Mall Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “The Pooling and Servicing Agreement” in the prospectus.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

123

Retail – Super Regional Mall Loan #13 Cut-off Date Balance:   $20,000,000
5000 West Empire Place Mall Empire Mall Cut-off Date LTV:   59.4%
Sioux Falls, SD 57106   UW NCF DSCR:   2.24x
    UW NOI Debt Yield:   16.5%

The table below summarizes the promissory notes comprising the Empire Mall Whole Loan:

Whole Loan Summary
Note Original Balance Cut-off Date Balance Note Holder Controlling Note
A-1 $40,000,000 $40,000,000 WFCM 2025-5C7 Yes
A-2 $20,000,000 $20,000,000 WFCM 2025-5C7 No
A-3 $20,000,000 $20,000,000 WFCM 2026-5C8 No
A-4 $40,000,000 $40,000,000 BMARK 2025-V19 No
Total $120,000,000 $120,000,000

The Borrower and the Borrower Sponsor. The borrower for the Empire Mall Whole Loan is Empire Mall, LLC, a Delaware limited liability company with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Empire Mall Whole Loan. The borrower sponsor and non-recourse guarantor for the Empire Mall Whole Loan is Simon Property Group, L.P. (“Simon”). The Empire Mall Whole Loan documents provide that the borrower has personal liability for losses related to breaches of environmental covenants and other stipulated recourse events; however, for so long as Simon is the non-recourse carveout guarantor, the non-recourse carveout guarantor’s liability is limited to 20% of the original principal amount of the Empire Mall Whole Loan, plus all reasonable out-of-pocket costs and expenses (including court costs and fees and reasonable attorneys’ fees) incurred in the enforcement of the guaranty or preservation of the lender’s rights under the guaranty.

Simon is the operating partnership of Simon Property Group Inc. (NYSE: SPG), a global leader in the ownership of premier shopping, dining, entertainment, and mixed-use destinations, and an S&P 100 company. Simon owns properties across North America, Europe, and Asia, providing community gathering places for millions of people daily and generating billions in annual sales. The company maintains a strong financial position, with a credit rating of A/A3 by S&P/Moody’s. As of June 30, 2025, Simon owned or held an interest in 194 income-producing properties in the United States, including 92 malls, 70 premium outlets, 14 Mills-branded shopping centers, six lifestyle centers and 12 other retail properties. Simon also owns an 88% non-controlling interest in The Taubman Realty Group, LLC, or TRG, which has an interest in 22 regional, super-regional and outlet malls in the United States and Asia. Additionally, Simon has a 22.4% ownership interest in Klépierre SA, a publicly traded, Paris-based real estate company, which owns shopping centers in 14 European countries. As of November 25, 2025, Simon had an equity market capitalization of approximately $60.4 billion.

The Property. The Empire Mall Property is a single-level, Class B super-regional shopping mall located in Sioux Falls, South Dakota. The Empire Mall Property is situated on an 82.4-acre site and features a total of 1,166,418 SF of gross leasable area (“GLA”) including outparcels, of which 1,024,394 SF of the GLA is owned space. The Empire Mall Property is anchored by J.C. Penney, Dick’s House of Sport and Macy’s, which owns its improvements and ground leases the underlying land from the borrower. Other major tenants include Crunch Fitness, Buckle, Hy-Vee, Old Navy and Helzberg Diamonds. Built between 1974 and 1977 with notable renovation occurring in 2013 and a recent addition of Freddy's Frozen Custard in 2022, the Empire Mall Property also includes 14 outparcel buildings, ranging from a high-performing Hy-Vee grocery store to various retail and restaurant establishments. The Empire Mall Property demonstrates a strong occupancy profile, with average occupancy of 91.6% from 2016 to 2024.

As of September 4, 2025, the Empire Mall Property was 87.2% leased based on owned SF to 110 unique tenants. The trailing 12-month in-line sales PSF as of July 31, 2025, is $437 PSF, representing a 33.6% increase over 2020 and 4.8% increase over pre-pandemic 2019.

Major Tenants.

Dick’s House of Sport (100,709 SF; 9.8% of NRA; 10.5% of underwritten base rent). Founded in 1948 and headquartered in Pittsburgh, Pennsylvania, Dick’s House of Sport (“Dick’s”) is an American sporting goods retailer that offers a wide range of sports and outdoor equipment, athletic apparel and footwear. Dick’s has been a tenant at the Empire Mall Property since March 2013 and executed a lease in August 2025 to expand from its existing 50,300 SF space to a new anchor space totaling 100,709 SF. Dick’s received $100 PSF in allowable tenant reimbursements in connection with the buildout of the expansion space. Dick’s remains in occupancy and operating in its existing 50,300 SF space. The Dick’s expansion space lease is anticipated to commence in September 2026, has a lease expiration in August 2036 and has three, five-year renewal options. The landlord work for the space is complete, Dick’s has possession and is completing their work.

Crunch Fitness (60,000 SF; 5.9% of NRA; 4.3% of underwritten base rent). Founded in 1989, Crunch Fitness is headquartered in New York, New York. Crunch Fitness specializes in fitness, personal training, retail, health and wellness and has over 300 locations worldwide. Crunch Fitness has been a tenant at the Empire Mall Property since November 2023, has a lease expiring in November 2034 and has two, five-year renewal options remaining.

Buckle (5,576 SF; 0.5% of NRA; 3.8% of underwritten base rent). Founded in 1948, Buckle is an American fashion retailer selling clothing, footwear and accessories for men, women and children. Today, Buckle has more than 440 retail stores across 42 states in United States. Buckle has been a tenant at the Empire Mall Property since February 2024, has a lease expiring in January 2027 and has no renewal options.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

124

Retail – Super Regional Mall Loan #13 Cut-off Date Balance:   $20,000,000
5000 West Empire Place Mall Empire Mall Cut-off Date LTV:   59.4%
Sioux Falls, SD 57106   UW NCF DSCR:   2.24x
    UW NOI Debt Yield:   16.5%

The following table presents certain information relating to tenancy at the Empire Mall Property:

Top Tenant Summary(1)
Tenant Name Tenant SF % of Total SF Annual UW Rent % of Total Annual UW Rent Annual UW Rent PSF
Credit Rating (Fitch/Moody's/S&P) Occ Cost(2) Lease Expiration Renewal Option Term. Option Sales PSF(2)
Anchors
Dick’s House of Sport NR/NR/NR 100,709 9.8% $1,762,408 10.5% $17.50 8.1%(3) 8/31/2036 3 x 5 yr None $243(3)
J.C. Penney 134,209 13.1% $356,931 2.1% $2.66 2.5% 4/30/2031 2 x 5 yr None $113
Macy's(4) 100,790 9.8% $120,000 0.7% $1.19 4.0% 3/31/2034 2 x 5 yr None $87
Total/Wtd. Avg. 335,708 32.8% $2,239,339 13.4% $6.67 4.6%
Major Tenants
Crunch Fitness NR/NR/NR 60,000 5.9% $722,748 4.3% $12.05 NAV 11/30/2034 2 x 5 yr None NAV
Buckle NR/NR/NR 5,576 0.5% $632,850 3.8% $113.50 16.0% 1/31/2027 N/A None $956
Hy-Vee NR/NR/NR 89,044 8.7% $618,775 3.7% $6.95 NAV 12/31/2026 4 x 5 yr None NAV
Old Navy NR/NR/NR 16,489 1.6% $600,057 3.6% $36.39 14.8% 1/31/2027 N/A None $300
Helzberg Diamonds NR/NR/NR 2,034 0.2% $459,421 2.7% $225.87 12.6% 1/31/2030 N/A None $2,127
Tilly’s NR/NR/NR 6,574 0.6% $437,024 2.6% $66.48 37.1% 1/31/2028 N/A None $188
Lululemon NR/NR/NR 7,251 0.7% $435,060 2.6% $60.00 8.0% 10/31/2030 N/A None $1,117
Victoria’s Secret/ Victoria’s Secret Pink NR/NR/NR 8,895 0.9% $424,910 2.5% $47.77 17.2% 1/31/2034 N/A None $482
American Eagle Outfitters NR/NR/NR 6,800 0.7% $368,642 2.2% $54.21 16.8% 1/31/2028 N/A None $554
Maurices NR/NR/NR 5,726 0.6% $362,007 2.2% $63.22 23.9% 6/30/2028 N/A None $419
Largest Tenants 208,389 20.3% $5,061,496 30.2% $24.29 10.8%
Non-Major Tenants 349,540 34.1% $9,452,719 56.4% $27.04
Occupied Collateral Total 893,637 87.2% $16,753,553 100.0% $18.75
Vacant Space 130,757 12.8%
Total/Wtd. Avg. 1,024,394 100.0%
(1)Based on the underwritten rent roll dated as of September 4, 2025.
(2)Based on 7/31/2025 TTM Sales, unless otherwise specified.
(3)Dick’s Occ Cost and Sales PSF are calculated based on the 2024 annual rent of $984,648 and 50,300 SF of occupied space. Dick’s will be expanding into their newly signed 100,709 SF space in 2026.
(4)A 100,790 SF portion of the Empire Mall Property is subject to a ground lease between the borrower, as the ground landlord, and Macy’s, as the ground tenant. The ground lease commenced in October 1973, has current annual base rent of $120,000, has a lease expiration in March 2034 and has two, five-year renewal options remaining. Macy’s owns its own improvements.

The following table presents certain information relating to the tenant sales of the Empire Mall Property:

Sales History
2019 2020 2021 2022 2023 2024(1) 7/31/2025 TTM(1)(2)
Gross Property Sales $180,506,000 $131,991,000 $178,750,000 $179,504,000 $176,499,720 $187,942,077 $188,187,694
Comparable Sales PSF (Inline < 10,000 SF) $417 $327 $479 $480 $449 $439 $437
Occupancy Cost (Inline < 10,000 SF) 15.3% 17.6% 13.3% 13.1% 14.1% 13.5% 13.8%
(1)Reflects sales for Dick’s and T.J. Maxx as reported for the February 2024 to January 2025 lease period.  Reflects sales for Dillard’s for the March 2024 to December 2024 period due to not being open prior to March 2024.
(2)Reflects sales for Macy’s and J.C. Penny for calendar year 2024 given tenant only reports sales annually.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

125

Retail – Super Regional Mall Loan #13 Cut-off Date Balance:   $20,000,000
5000 West Empire Place Mall Empire Mall Cut-off Date LTV:   59.4%
Sioux Falls, SD 57106   UW NCF DSCR:   2.24x
    UW NOI Debt Yield:   16.5%

The following table presents certain information relating to the historical anchor and large tenant sales performance of the Empire Mall Property:

Historical Anchor and Large Format Tenant Sales Performance(1)
Tenant SF 2021 PSF 2022 PSF 2023 PSF 2024 PSF
J.C. Penney 134,209 $16,000,000 $119 $16,900,000 $126 $16,100,000 $120 $15,100,000 $113
Dillard's 142,024 NAV NAV NAV NAV NAV NAV $14,400,000(2) $101
T.J. Maxx 25,818 $11,800,000 $457 $11,400,000 $442 $11,700,000 $453 $13,300,000 $515
Dick's House of Sport 50,300(3) $10,700,000 $213 $10,700,000 $213 $11,700,000 $233 $12,200,000 $243
Macy's 100,790 $12,300,000 $122 $12,100,000 $120 $11,100,000 $110 $8,800,000 $87
Old Navy 16,489 $6,107,000 $370 $5,146,000 $312 $4,762,146 $289 $5,004,651 $304
The District (Restaurant) 37,000 $865,000 $23 $1,208,000 $33 $1,416,419 $38 $1,459,278 $39
Total 506,630 $57,772,000 $114 $57,454,000 $113 $56,778,565 $112 $70,263,929 $139
(1)Large format tenants represent tenants over 10,000 SF.
(2)Dillard’s opened in March 2024 and is showing partial year 2024 sales.
(3)Dick’s square footage of 50,300 represents total square footage in suite 2004 prior to tenant's relocation/expansion to suite 2003 scheduled for September 2026.

The following table presents certain information relating to the lease rollover schedule at the Empire Mall Property:

Lease Rollover Schedule(1)
Year # of Leases Rolling SF Rolling Approx. % of SF Rolling Approx. Cumulative % of SF Rolling Total UW Rent Rolling Approx. % of Total UW Rent Rolling Approx. Cumulative % of Total UW Rent Rolling UW Rent PSF Rolling
MTM/2025 13 32,180 3.1% 3.1% $509,101 3.0% 3.0% $15.82
2026 25 136,582 13.3% 16.5% $2,645,140 15.8% 18.8% $19.37
2027 17 88,592 8.6% 25.1% $2,464,540 14.7% 33.5% $27.82
2028 16 59,515 5.8% 30.9% $2,247,757 13.4% 47.0% $37.77
2029 8 59,795 5.8% 36.8% $1,252,006 7.5% 54.4% $20.94
2030 11 45,512 4.4% 41.2% $2,046,328 12.2% 66.6% $44.96
2031 5 149,009 14.5% 55.8% $1,162,859 6.9% 73.6% $7.80
2032 2 10,591 1.0% 56.8% $173,059 1.0% 74.6% $16.34
2033 3 16,106 1.6% 58.4% $626,398 3.7% 78.4% $38.89
2034 4 172,831 16.9% 75.2% $1,405,716 8.4% 86.7% $8.13
2035 4 17,956 1.8% 77.0% $281,734 1.7% 88.4% $15.69
Thereafter 5 104,968 10.2% 87.2% $1,938,917 11.6% 100.0% $18.47
Vacant 0 130,757 12.8% 100.0% $0 0.0% 100.0% $0.00
Total/Wtd. Avg. 113 1,024,394 100.0% $16,753,553 100.0% $18.75
(1)Based on the underwritten rent roll dated September 4, 2025.

The Market. The Empire Mall Property is located in Sioux Falls, Minnehaha County, South Dakota, approximately 5.7 miles from Downtown Sioux Falls and 7.9 miles from Sioux Falls Regional Airport. The Empire Mall Property is located along a major commercial corridor, with Walmart and Sam’s Club located to the north of the Empire Mall Property, residential neighborhoods to the immediate south and west. The Empire Mall Property benefits from its strategic location within the Sioux Falls metro area. It is accessible via West 41st Street, West 49th Street, and Louise Avenue, with Interstate 29, a major north-south highway, located just west of the Empire Mall Property. The Empire Mall Property is the biggest shopping center between Denver and Minneapolis, with no competing regional malls within a 75-mile radius. The presence of a high-performing Hy-Vee grocery store further enhances its demand. According to the appraisal, the top five employers in the surrounding area are Sanford Health, Avera Health, Smithfield Foods, Hy-Vee Food Stores and Wells Fargo Bank N.A.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

126

Retail – Super Regional Mall Loan #13 Cut-off Date Balance:   $20,000,000
5000 West Empire Place Mall Empire Mall Cut-off Date LTV:   59.4%
Sioux Falls, SD 57106   UW NCF DSCR:   2.24x
    UW NOI Debt Yield:   16.5%

According to the appraisal, the 2025 average household income within the one-, three- and five-mile radius of the Empire Mall Property was approximately $68,078, $113,846 and $110,816, respectively; and within the same radii, the 2025 estimated population was 9,280, 95,129 and 178,383, respectively.

According to the appraisal, the Empire Mall Property is situated in the Sioux Falls, South Dakota submarket. As of the second quarter of 2025, the submarket reported total inventory of approximately 16,100,000 SF with 1.90% vacancy rate and average rents of $17.60 PSF.

The following table presents certain information relating to the market rent summary of the Empire Mall Property:

Market Rent Summary(1)
Market Rent (PSF) Lease Term (Yrs.) Rent Increase Projections New Tenant Improvements PSF
0 to 1,500 SF Space $70.00 5 3.0% annually $30.00
1,501-2,500 SF Space $65.00 5 3.0% annually $30.00
2,501-4,000 SF Space $60.00 5 3.0% annually $30.00
4,001-6,500 SF Space $55.00 5 3.0% annually $30.00
6,501-10,000 SF Space $40.00 5 3.0% annually $30.00
Jewelry Space $160.00 5 3.0% annually $30.00
Restaurant Space $40.00 5 3.0% annually $50.00
Snack Bars Space $225.00 5 3.0% annually $30.00
Food Court Space $150.00 5 3.0% annually $30.00
Greater than 10,000 SF Space $25.00 10 10.0% every 5 years $20.00
Owned Anchor Space $4.00 15 10.0% every 5 years $20.00
Grocery Space $7.50 15 10.0% every 5 years $20.00
Health Club Space $12.50 15 10.0% every 5 years $40.00
Small Outparcel Space $30.00 5 3.0% annually $30.00
Large Outparcel Space $20.00 10 10.0% every 5 years $30.00
(1)Information obtained from the Appraisal.

The following table presents certain information relating to the competitive properties of the Empire Mall Property:

Competitive Property Summary(1)

Property Name

Year Built/Renovated

Total NRA(SF)(2)

Total Occupancy(2)

Anchor / Major Tenants

Distance to Empire Mall Property

The Empire Mall 1974 / 2013 1,024,394 87.2% J.C. Penney, Macy’s, Dick’s House of Sport NAP
Crabtree Valley Mall 1972 / 2003 1,147,631 87.0% Macy’s, Belk, Belk Men’s, Dick’s House of Sports 1,370 miles
Chula Vista Center 1962 / 2012 491,053 88.0% Macy's, J.C. Penney, Burlington, Curacao, AMC Theatres 1,699 miles
The Annapolis Mall 1980 / 2007 1,124,406 66.0%  Macy's, J.C. Penney 1,298 miles
South Plains Mall 1972 / 2015 983,517 70.0% Dillard’s, Dillard’s Women’s, Dillard’s Men’s, J.C. Penney, Barnes & Noble, Beall’s, Premiere Cinemas 912 miles
Galleria at Sunset 1996 / 2002 567,483 87.0% Dillard’s, Kohl’s, Macy’s, J.C. Penney, Dick’s Sporting Goods 1,375 miles
Wtd. Avg. 79.6%
(1)Information obtained from the appraisal, unless otherwise specified.
(2)Based on the owned SF of the underwritten rent roll as of September 4th, 2025. Total Occupancy based on total SF is 88.8%.

Appraisal. According to the appraisal, the Empire Mall Property has an “as-is” appraised value of $202,000,000 as of June 26, 2025.

Environmental Matters. According to the Phase I environmental assessment dated September 18, 2025, a recognized environmental condition was identified at the Empire Mall Property associated with three on-site underground storage tanks (“USTs”) installed in 2008. A prior Phase II ESA was performed in 2019; however, it did not encompass the entirety of the collateral and did not address potentially impacted subsurface media. The USTs are equipped with a continuous monitoring system and passed tank integrity tests in 2025. An opinion of probable cost was obtained for related remediation with an upper-end estimate of $400,000. No environmental insurance was required. The Empire Mall Whole Loan documents provide that the SPE borrower has personal liability for losses related to breaches of environmental covenants, among other things.

Property Management. The Empire Mall Property is managed by Simon Management Associates, LLC, an affiliate of the borrower.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

127

Retail – Super Regional Mall Loan #13 Cut-off Date Balance:   $20,000,000
5000 West Empire Place Mall Empire Mall Cut-off Date LTV:   59.4%
Sioux Falls, SD 57106   UW NCF DSCR:   2.24x
    UW NOI Debt Yield:   16.5%

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the operating history and underwritten cash flows of the Empire Mall Property:

Cash Flow Analysis
2021 2022 2023 2024 8/31/2025 TTM UW UW PSF
Base Rent $13,614,629 $13,873,578 $14,139,163 $14,598,706 $14,529,593 $16,565,740(1) $16.17
Contractual Rent Steps $0 $0 $0 $0 $0 $187,813(2) $0.18
Percentage Rent $914,394 $1,086,113 $980,810 $1,214,915 $1,446,987 $826,864 $0.81
(Bad Debt / Collection Loss) $252,155 $53,279 $47,924 ($41,631) ($36,561) $0 $0.00
Grossed Up Vacant Space

$0

$0

$0

$0

$0

$1,783,367

$1.74

Gross Potential Rent $14,781,178 $15,012,970 $15,167,897 $15,771,990 $15,940,019 $19,363,785 $18.90
(Vacancy) $0 $0 $0 $0 $0 ($1,783,367) ($1.74)
Net Rental Income $14,781,178 $15,012,970 $15,167,897 $15,771,990 $15,940,019 $17,580,418 $17.16
Other Revenue $1,527,901 $1,635,063 $1,394,429 $1,310,526 $1,360,559 $1,343,902 $1.31
Reimbursement Revenue $6,299,708 $6,202,859 $6,126,949 $6,530,082 $6,305,062 $7,099,047 $6.93
Effective Gross Income $22,608,787 $22,850,892 $22,689,275 $23,612,598 $23,605,640 $26,023,366 $25.4
Real Estate Taxes $1,781,230 $1,386,906 $1,320,547 $1,268,508 $1,305,176 $1,318,625 $1.29
Insurance $302,519 $342,751 $378,576 $410,327 $290,401 $722,679 $0.71
Management Fee $640,085 $664,488 $660,693 $684,998 $693,201 $780,701 $0.76
Other Expenses $3,222,498 $3,266,686 $3,167,573 $3,248,669 $3,255,098 $3,363,921 $3.28
Total Expenses

$5,946,332

$5,660,831

$5,527,389

$5,612,502

$5,543,876

$6,185,926

$6.04

Net Operating Income $16,662,455 $17,190,061 $17,161,886 $18,000,096 $18,061,764 $19,837,440 $19.37
Capital Expenditures $0 $0 $0 $0 $0 $204,879 $0.20
TI/LC $0 $0 $0 $0 $0 $1,300,724 $1.27
Net Cash Flow $16,662,455 $17,190,061 $17,161,886 $18,000,096 $18,061,764 $18,331,837 $17.90
Occupancy (%) 87.0% 91.0% 89.0% 95.0% 87.2%(3) 90.8%(3)
NOI DSCR(4) 2.04x 2.10x 2.10x 2.20x 2.21x 2.43x
NCF DSCR(4) 2.04x 2.10x 2.10x 2.20x 2.21x 2.24x
NOI Debt Yield(4) 13.9% 14.3% 14.3% 15.0% 15.1% 16.5%
NCF Debt Yield(4) 13.9% 14.3% 14.3% 15.0% 15.1% 15.3%
(1)The increase in Base Rent and UW NOI from the Base Rent and Most Recent NOI is primarily driven by UW Base Rent reflecting the higher rent associated with the Dick’s expansion space.
(2)Represents rent steps through June 2025.
(3)8/31/2025 TTM Occupancy % represents physical occupancy based on the underwritten rent roll dated September 4, 2025. UW Occupancy % represents economic occupancy.
(4)DSCRs and Debt Yields are based on the Empire Mall Whole Loan.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

128

Mortgage Loan No. 14 – Calder Square Apartments

Mortgage Loan Information Property Information
Mortgage Loan Seller: AREF2 Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/S&P/MDBRS): NR/NR/NR Location: League City, TX 77573
Original Balance: $19,600,000 General Property Type: Multifamily
Cut-off Date Balance: $19,600,000 Detailed Property Type: Garden
% of Initial Pool Balance: 2.6% Title Vesting: Fee
Loan Purpose: Refinance Year Built/Renovated: 1984/2022-2025
Borrower Sponsor: SRJ Real Estate Investments, LLC Size: 164 Units
Guarantors: Dung Danny Phu, Donnie Trinh, Carmina Del Fonso, Scott Hermstein and Brian C. Pidcock Cut-off Date Balance per Unit: $119,512
Mortgage Rate: 6.4140% Maturity Date Balance per Unit: $119,512
Note Date: 2/6/2026 Property Manager: Q10 Property Advisors, LLC
Maturity Date: 2/6/2031
Term to Maturity: 60 months Underwriting and Financial Information
Amortization Term: 0 months UW NOI: $1,609,025
IO Period: 60 months UW NCF: $1,568,025
Seasoning: 1 month UW NOI Debt Yield: 8.2%
Prepayment Provisions: L(25),YM2(32),O(3) UW NCF Debt Yield: 8.0%
Lockbox/Cash Mgmt Status: Soft/Springing UW NOI Debt Yield at Maturity: 8.2%
Additional Debt Type: NAP UW NCF DSCR: 1.23x
Additional Debt Balance: NAP Most Recent NOI: $1,473,680 (12/31/2025)
Future Debt Permitted (Type): No (NAP) 2nd Most Recent NOI: $1,373,300 (12/31/2024)
3rd Most Recent NOI: $1,353,708 (12/31/2023)
Reserves Most Recent Occupancy: 93.3% (1/28/2026)
Type Initial Monthly Cap 2nd Most Recent Occupancy: 93.2% (12/31/2024)
RE Taxes: $39,959 $19,980 NAP 3rd Most Recent Occupancy: 92.4% (12/31/2023)
Insurance: $149,196 $13,563 NAP Appraised Value (as of): $27,600,000 (10/30/2025)
Replacement Reserve: $0 $3,417 NAP Appraised Value per Unit: $168,293
Deferred Maintenance: $25,300 $0 NAP Cut-off Date LTV Ratio: 71.0%
Maturity Date LTV Ratio: 71.0%

Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Mortgage Loan Amount: $19,600,000 99.1% Loan Payoff: $19,072,833 96.5%
Borrower Sponsor Equity: $169,426 0.9% Closing Costs: $482,138 2.4%
Reserves: $214,456 1.1%
Total Sources: $19,769,426 100.0% Total Uses: $19,769,426 100.0%

The Mortgage Loan. The fourteenth largest mortgage loan (the “Calder Square Apartments Mortgage Loan”) is evidenced by a promissory note in the original principal balance of $19,600,000 and secured by a first-priority fee mortgage encumbering a 164-unit multifamily property located in League City, Texas (the “Calder Square Apartments Property”).

The Borrower and the Borrower Sponsor. The borrower is Calder Square Multifamily Borrower DE LLC, a Delaware limited liability company and single purpose entity with one independent director. The borrower sponsor is SRJ Real Estate Investments, LLC and the non-recourse carveout guarantors are Dung Danny Phu, Donnie Trinh, Carmina Del Fonso, Scott Hermstein and Brian C. Pidcock, who all serve as principals of SRJ Real Estate Investments, LLC. SRJ Real Estate Investments, LLC is a Houston-based real estate firm focused on multifamily acquisitions. SRJ Real Estate Investments, LLC currently owns 1,004 units across four properties in Texas, including the Calder Square Apartments Property, with a total assets under management of approximately $100,000,000.

The Property. The Calder Square Apartments Property is a 164-unit garden style multifamily property located in League City, Texas, approximately 24.7 miles southeast of downtown Houston. The Calder Square Apartments Property was constructed in 1984, most recently renovated in 2025, and consists of 42 two-story apartment buildings situated on an approximately 7.91-acre site. The borrower sponsor acquired the Calder Square Apartments Property in 2022 for $24,044,000 and subsequently commenced significant renovations at a total cost of approximately $1,410,000 (approximately $8,598 per unit) to fully renovate 96 unrenovated units and make further upgrades to partially renovated units in addition to exterior upgrades. Interior renovations included newly created private backyards, new laundry appliances and general interior unit upgrades. Exterior upgrades included parking lot repairs, surveillance cameras, new signage and a new pet park and outdoor picnic area. The Calder Square Apartments Property offers community amenities such as a clubhouse, swimming pool with poolside cabanas, fitness center, business center, coffee bar, package lockers and perimeter fencing. Unit amenities include patios/balconies, security systems, vinyl tile and plank flooring, quartz countertops, stainless steel appliances and laundry connections.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

129

Multifamily – Garden Loan #14 Cut-off Date Balance:   $19,600,000
1111 West Main Street Calder Square Apartments Cut-off Date LTV:   71.0%
League City, TX 77573   UW NCF DSCR:   1.23x
    UW NOI Debt Yield:   8.2%

As of January 28, 2026, the Calder Square Apartments Property was 93.3% occupied. From 2023 through 2025, occupancy averaged 93.0%, never dropping below 90%. The unit mix includes 58 one-bedroom floorplans and 106 two-bedroom floorplans with a weighted average unit size of approximately 859 SF. The Calder Square Apartments Property features 321 surface parking spaces, resulting in a parking ratio of 1.96 spaces per unit.

The Calder Square Apartments Property unit mix is summarized in the table below:

Unit Mix(1)
Unit Mix / Type Units Occupied Units % Occupied Average SF per Unit Total SF Monthly Average Rent per Unit(2) Monthly Average Market Rent per Unit
One Bedroom 58 54 93.1% 731 42,400 $1,131 $1,146
Two Bedroom 106 99 93.4% 928 98,400 $1,327 $1,349
Total/Wtd. Avg. 164 153 93.3% 859 140,800 $1,258 $1,277
 
(1)Based on the underwritten rent roll dated January 28, 2026.
(2)Monthly Average Rent per Unit is based on occupied units only.

The Market. The Calder Square Apartments Property is located in League City, Texas, approximately 24.7 miles southeast of downtown Houston. Primary access is provided by Interstate 45, which is located 0.5 miles away from the Calder Square Apartments Property and offers access to the Houston metropolitan statistical area to the northwest and Galveston, Texas to the southeast. The Calder Square Apartments Property is located approximately 5.2 miles away from the NASA Johnson Space Center which hosts over 12,000 employees. Additionally, the University of Texas Medical Branch Clear Lake Campus Hospital is located approximately four miles north of the Calder Square Apartments Property. Baybrook Mall is located approximately 3.8 miles north of the Calder Square Apartments Property and is home to retailers such as Dillard’s, Macy’s, Apple, JCPenny, H&M, and Dick’s Sporting Goods.

According to the appraisal, the 2025 estimated population within a one-, three- and five-mile radius of the Calder Square Apartments Property was 7,456, 72,282 and 216,172, respectively. The 2025 estimated median household income within the same radii was approximately $78,095, $87,469 and $87,196, respectively.

According to the appraisal, the Calder Square Apartments Property is located in the Southeast Houston multifamily submarket within the Houston multifamily market. As of the second quarter of 2025, the Southeast Houston multifamily submarket reported a total inventory of 75,419 units, an occupancy rate of approximately 87.0% and an average rental rate of $1,144 per unit. The appraisal concluded to market rents of $1,010 to $1,285 for one-bedroom units and $1,185 to $1,475 for two-bedroom units at the Calder Square Apartments Property.

The following table presents recent multifamily leasing data at comparable properties with respect to the Calder Square Apartments Property:

Competitive Rental Properties Summary(1)
Property Name/Location Year Built/Renovated # Units Occupancy Unit Mix In-Place Monthly Rent per Unit

Calder Square Apartments

League City, TX

1984 / 2022-2025 164(2) 93.3%(2) 1BR(2) $1,131(2)(3)
2BR(2) $1,327(2)(3)

The Shore

League City, TX

1981 / 2017 176 86.0% 1BR $907 - $968
2BR $1,066 - $1,320

Pearce on the Lake / Hidden Lakes

Houston, TX

1985 / 2015 440 95.0% 1BR $1,070 - $1,343
2BR $1,500 -$1,750

The Oaks of League City

League City, TX

1985 / 2013 108 98.0% 1BR $1,125 - $1,175
2BR $1,250 - $1,450

The Moorings

League City, TX

1998 / 2017 201 95.0% 1BR $1,266 - $1,569
2BR $1,748 - $1,785

Riverbend Apartment Homes

League City, TX

1998 / 2019 192 94.0% 1BR $1,288 - $1,614
2BR $1,428 - $1,982
 
(1)Source: Appraisal, unless otherwise indicated.
(2)Information is based on the underwritten rent roll dated January 28, 2026.
(3)In-Place Monthly Rent per Unit is based on occupied units.

Appraisal. The appraisal concluded to an “As Is” value for the Calder Square Apartments Property of $27,600,000 as of October 30, 2025.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

130

Multifamily – Garden Loan #14 Cut-off Date Balance:   $19,600,000
1111 West Main Street Calder Square Apartments Cut-off Date LTV:   71.0%
League City, TX 77573   UW NCF DSCR:   1.23x
    UW NOI Debt Yield:   8.2%

Environmental Matters. According to the Phase I environmental site assessment dated November 3, 2025, there was no evidence of any recognized environmental conditions at the Calder Square Apartments Property.

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the Calder Square Apartments Property:

Cash Flow Analysis
2022 2023 2024 2025 UW UW Per Unit
Gross Potential Rent $2,011,395 $2,354,541 $2,411,304 $2,468,630 $2,485,116 $15,153
Other Income(1) $208,447 $293,639 $326,680 $378,463 $378,463 $2,308
Vacancy, Credit Loss & Concessions ($204,939) ($299,024) ($252,317) ($259,534) ($222,822) ($1,359)
Effective Gross Income $2,014,903 $2,349,157 $2,485,668 $2,587,559 $2,640,757 $16,102
Taxes $132,391 $163,032 $241,677 $239,756 $239,756 $1,462
Insurance $169,881 $236,185 $251,616 $195,701 $162,760 $992
Other Operating Expenses $484,349 $596,231 $619,074 $678,422 $629,217 $3,837
Total Operating Expenses $786,622 $995,449 $1,112,368 $1,113,879 $1,031,732 $6,291
Net Operating Income $1,228,281 $1,353,708 $1,373,300 $1,473,680 $1,609,025 $9,811
Capital Expenditures $41,000 $41,000 $41,000 $41,000 $41,000 $250
Net Cash Flow $1,187,281 $1,312,708 $1,332,300 $1,432,680 $1,568,025 $9,561
Occupancy %(2) 92.6% 92.4% 93.2% 93.3% 91.0%
NOI DSCR 0.96x 1.06x 1.08x 1.16x 1.26x
NCF DSCR 0.93x 1.03x 1.05x 1.12x 1.23x
NOI Debt Yield 6.3% 6.9% 7.0% 7.5% 8.2%
NCF Debt Yield 6.1% 6.7% 6.8% 7.3% 8.0%
 
(1)Other Income is comprised of parking income, utility reimbursement income, washer/dryer fees, community management fees and other miscellaneous fees.
(2)Historical Occupancy % represents the average occupancy during each respective year. TTM Occupancy % represents the occupancy as of the underwritten rent roll dated January 28, 2026. UW Occupancy % represents underwritten economic occupancy.

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

131

Mortgage Loan No. 15 – Colonial Pointe

Mortgage Loan Information Property Information
Mortgage Loan Seller: WFB Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/S&P/MDBRS): NR/NR/NR Location: Columbia, SC 29209
Original Balance: $17,250,000 General Property Type: Multifamily
Cut-off Date Balance: $17,250,000 Detailed Property Type: Garden
% of Initial Pool Balance: 2.3% Title Vesting: Fee
Loan Purpose: Refinance Year Built/Renovated: 1973/2025
Borrower Sponsor: Emerald City Associates Size: 238 Units
Guarantors: Michael Garland and Henry Loyd Cut-off Date Balance Per Unit: $72,479
Fornes, III Maturity Date Balance Per Unit: $72,479
Mortgage Rate: 6.0540% Property Manager: Green Alpha Property Management,
Note Date: 1/2/2026 LLC
Maturity Date: 1/11/2031
Term to Maturity: 60 months Underwriting and Financial Information
Amortization Term: 0 months UW NOI: $1,494,787
IO Period: 60 months UW NCF: $1,427,433
Seasoning: 2 months UW NOI Debt Yield: 8.7%
Prepayment Provisions: L(26),D(30),O(4) UW NCF Debt Yield: 8.3%
Lockbox/Cash Mgmt Status: Soft/Springing UW NOI Debt Yield at Maturity: 8.7%
Additional Debt Type: NAP UW NCF DSCR: 1.35x
Additional Debt Balance: NAP Most Recent NOI: $1,060,285 (11/30/2025 TTM)
Future Debt Permitted (Type): No (NAP) 2nd Most Recent NOI: NAV(1)
Reserves 3rd Most Recent NOI: NAV1)
Type Initial Monthly Cap Most Recent Occupancy: 98.7% (12/30/2025)
RE Taxes: $0 Springing NAP 2nd Most Recent Occupancy: NAV1)
Insurance: $0 Springing NAP 3rd Most Recent Occupancy: NAV1)
Replacement Reserve: $397,875 $5,950 NAP Appraised Value (as of): $30,900,000 (11/19/2025)
Appraised Value PSF: $129,832
Cut-off Date LTV Ratio: 55.8%
Maturity Date LTV Ratio: 55.8%

Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Mortgage Loan Amount: $17,250,000 100.0% Loan Payoff: $13,172,037 76.4%
Return of Equity: $2,650,596 15.4%
Closing Costs: $1,029,492 6.0%
Upfront Reserves: $397,875 2.3%
Total Sources: $17,250,000 100.0% Total Uses: $17,250,000 100.0%
(1)Historical cash flows and occupancy are unavailable due to the acquisition by the borrower sponsor in December 2024.

The Mortgage Loan. The fifteenth largest mortgage loan (the “Colonial Pointe Mortgage Loan”) is evidenced by a promissory note in the original principal amount of $17,250,000 and secured by the fee interest in an affordable housing multifamily property (238 multifamily units) located in Columbia, South Carolina (the “Colonial Pointe Property”).

The Borrower and the Borrower Sponsor. The borrower for the Colonial Pointe Mortgage Loan is ECA Austin Owner, LLC, a Delaware limited liability company and single purpose bankruptcy-remote entity. The borrower sponsor is Emerald City Associates and the non-recourse carve out guarantors are Michael Garland and Henry Loyd Fornes, III.

Michael Garland and Henry Loyd Fornes, III are the co-founders and managing partners of Emerald City Associates. Emerald City Associates specializes in acquiring, managing, and enhancing commercial real estate, targeting properties that have significant value-add opportunities, both financially and to the surrounding community. Headquartered in Wake Forest, North Carolina, Emerald City Associates currently has 48 communities with 4,626 units under management.

The Property. The Colonial Pointe Property is a Class C property located in Columbia, South Carolina. Built in 1973 and renovated in 2025, the Colonial Pointe Property consists of 30 two-story residential buildings along with two ancillary buildings, including a clubhouse and office. The Colonial Pointe Property is situated on a 19.98-acre site and contains 361 surface parking spaces, resulting in a parking ratio of 1.52 spaces per unit. As of December 30, 2025, the Colonial Pointe Property was 98.7% leased. The amenities include a swimming pool, playground, clubhouse, grilling area, tennis/pickleball court and courtyard spaces. The unit mix consists of 10 studio units, 49 one-bedroom units, 163 two-bedroom and 16 three-bedroom units with an overall average unit size of 882 SF. The Colonial Pointe Property exists under the low-income housing tax credit program through a land use restrictive covenants agreement and requires all units to be affordable at 60% of area median income. Further, the borrower was granted a real estate tax exemption in January 2025 based on its compliance with qualifying affordable housing restrictions. See “Description of the Mortgage Pool – Real Estate and Other Tax Considerations” in the prospectus.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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Multifamily – Garden Loan #15 Cut-off Date Balance:   $17,250,000
7648 Garners Ferry Road Colonial Pointe Cut-off Date LTV:   55.8%
Columbia, SC 29209   UW NCF DSCR:   1.35x
    UW NOI Debt Yield:   8.7%

The following table presents certain information relating to the unit mix of the Colonial Pointe Property:

Unit Mix(1)
Unit Type Total No. of Units Occupied Units % of Total Units Occupancy Average Unit Size (SF) Average Underwritten Monthly Rent per Unit
Studio 10 10 4.2% 100.0% 557 $809
One Bedroom, One Bath 49 48 20.6% 98.0% 650 $889
Two Bedroom, One Bath 163 162 68.5% 99.4% 950 $987
Three Bedroom, Two Bath 16 15 6.7% 93.8% 1,100 $1,209
Total/Weighted Average 238 235 100.0% 98.7% 882 $974
(1)Information based on the underwritten rent roll dated December 30, 2025.

The Market. The Colonial Pointe Property is located in Columbia, South Carolina within Richland County of the Columbia Metropolitan Statistical Area (“MSA”). The Colonial Pointe Property is situated in a residential area of East Columbia, with Garners Ferry Road serving as a principal arterial route that provides direct access to other parts of the MSA. The Colonial Pointe Property is located approximately 7.5 miles southeast of the Columbia Central Business District. Major employers include Agape Senior Primary Care INC, Amazon Com Services INC, Belk INC, Blue Cross Blue Shield of SC, Charter Communications LLC, City of Columbia and Department of Veterans Affairs.

According to the appraisal, the Colonial Pointe Property is located in the East Columbia submarket of the Columbia market and the 2024 total population within a one-, three- and five- mile radius of the Colonial Pointe Property is 9,058, 38,045 and 84,928, respectively. The median household income for the same one-, three- and five-mile radius was $59,653, $64,454 and $67,220 respectively. As of the fourth quarter of 2025, the East Columbia submarket reported a total inventory of 19,133 units with an overall vacancy rate of 5.6% and asking rents of $1,313 per unit.

The appraisal identified six directly competitive multifamily comparables with average asking rents ranging from $950 to $1,621 per unit and are further detailed in the table below:

Competitive Multifamily Comparables(1)
Colonial Pointe(2) Companion at the Palms Heights at Lake Murray Oak Ridge Apartments Aria Lake Reserve at River Walk Hampton Courts
Location Columbia, SC Columbia, SC Irmo, SC West Columbia, SC Columbia, SC Columbia, SC Columbia, SC
Approx Distance to Subject -- 11.0 15.0 8.0 15.0 9.4 2.5
Year Built 1973 2008 2004 1980 2003 1992 1986
Number of Units 238 240 230 9 188 220 276
Average Monthly Rent (per unit)
Studio $809 NAP NAP NAP NAP NAP NAP
1 Bedroom $889 $1,100 $1,603 NAP $988 $905 $1,121
2 Bedrooms, One Bath $987 NAP NAP $950 NAP $1,023 NAP
2 Bedrooms, Two Bath NAP $1,233 $1,675 NAP $1,075 $1,190 $1,398
3 Bedrooms, One Bath NAP NAP NAP NAP NAP NAP NAP
3 Bedrooms, Two Bath $1,209 $1,325 $1,683 NAP $1,388 $1,255 NAP
Occupancy 98.7% 96.0% 93.0% 100.0% 90.4% 95.0% 94.0%
(1)Information based on the appraisal unless otherwise noted
(2)Information based on the underwritten rent roll dated 12/30/2025

Appraisal. The appraisal concluded to an “as-is” value for the Colonial Pointe Property of $30,900,000 as of November 19, 2025.

Environmental Matters. According to the Phase I environmental site assessment dated November 25, 2025, there was no evidence of any recognized environmental conditions at the Colonial Pointe Property.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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Multifamily – Garden Loan #15 Cut-off Date Balance:   $17,250,000
7648 Garners Ferry Road Colonial Pointe Cut-off Date LTV:   55.8%
Columbia, SC 29209   UW NCF DSCR:   1.35x
    UW NOI Debt Yield:   8.7%

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the Colonial Pointe Property:

Cash Flow Analysis
11/30/2025 TTM UW(1) UW per Unit
Base Rent $1,787,942 $2,480,758 $10,423
Grossed Up Vacant Space

$0

$302,126

$1,269

Gross Potential Rent $1,787,942 $2,782,884 $11,693
Laundry $0 $0 $0
Other Income $114,906 $82,243 $346  
Net Rentable Income $1,902,848 $2,865,127 $12,038
(Collection Loss) $0 $0 $0
(Concessions) $0 $0 $0
(Vacancy)

$0

($302,126)

($1,269)

Effective Gross Income $1,902,848 $2,563,001 $10,769
Management Fee $67,425 $76,890 $323
Real Estate Taxes $10,484 $0 $0
Insurance $204,355 $221,371 $930
Other Operating Expenses

$560,298

$769,953

$3,235

Total Operating Expenses $842,562 $1,068,214 $4,488
Net Operating Income $1,060,285 $1,494,787 $6,281
Replacement Reserves/TI

$0

$67,354

$283

Net Cash Flow $1,060,285 $1,427,433 $5,998
Occupancy (%) 98.7% 89.1%
NOI DSCR 1.00x 1.41x
NCF DSCR 1.00x 1.35x
NOI Debt Yield 6.1% 8.7%
NCF Debt Yield 6.1% 8.3%
(1)As of the 12/30/2025 underwritten rent roll.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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Wells Fargo Commercial Mortgage Trust 2026-5C8 Transaction Contact Information

 

III.       Transaction Contact Information

Questions regarding this Structural and Collateral Term Sheet may be directed to any of the following individuals:

Wells Fargo Securities, LLC
Brigid Mattingly Tel. (312) 269-3062
Sean Duffy Tel. (312) 827-1518
Daniel Thomas Tel. (212) 214-2813
Citigroup Global Markets Inc.
Raul Orozco Tel. (212) 723-1295
Rick Simpson Tel. (212) 816-5343
Jay Mercandetti Tel. (212) 816-6384
Goldman Sachs & Co. LLC
Scott Epperson Tel. (212) 934-2882
Justin Peterson Tel. (212) 902-4283
J.P. Morgan Securities LLC
Avinash Sharma Tel. (212) 834-3111
Kunal Singh Tel. (212) 834-5467
Harris Rendelstein Tel. (212) 834-6737
Derrick Fetzer Tel. (212) 834-3111

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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