BANK 2025-BNK51 8-K

What Happened

• BANK 2025-BNK51 (issued by Wells Fargo Commercial Mortgage Securities, Inc.) announced the issuance and sale of commercial mortgage pass-through certificates on December 23, 2025. The Publicly Offered Certificates had aggregate certificate principal of $894,510,000; the Registrant reported net proceeds from the offering of approximately $967,708,441 after expenses of $6,788,056. The issuing trust owns 74 fixed-rate mortgage loans secured by first liens on 91 commercial, multifamily, manufactured housing and residential cooperative properties. The Certificates were issued under a Pooling and Servicing Agreement effective December 1, 2025; public classes were sold to underwriters (including Wells Fargo Securities, Morgan Stanley, BofA Securities, J.P. Morgan, Academy, Drexel and Siebert) and privately offered classes and the RR Interest were sold in exempt transactions.

Key Details

• Closing date: December 23, 2025; Pooling & Servicing Agreement dated December 1, 2025.
• Publicly offered certificates principal: $894,510,000; net proceeds reported: ~$967,708,441; expenses paid by the Registrant: $6,788,056 (including ~$764,938 in fees to underwriters and ~$5,493,668 other expenses).
• Collateral: 74 fixed-rate mortgage loans on 91 properties; loans were purchased from Wells Fargo Bank NA, Bank of America NA, Morgan Stanley Mortgage Capital Holdings LLC, JPMorgan Chase NA, and National Cooperative Bank NA.
• Credit risk retention: Bank of America, N.A. (Retaining Sponsor) met Regulation RR by (a) third‑party purchase of Class E‑RR/F‑RR/G‑RR (HRR Certificates) and (b) purchases/allocations of RR Interest ($7,661,157.46 by the Retaining Sponsor; $4,326,875.00 by WFB; $5,641,568.82 by MSBNA). RR Interest represents ~1.75% of collections; HRR fair value ≈ $34,413,325 (≈3.27% of certificate fair value other than Class R). If only an HRR had been used, a 5.0% retention would equal ≈ $52,619,444.

Why It Matters

• This filing documents a CMBS securitization that moves mortgage loans into a trust and funds the sellers (the banks) via public and private certificate sales. The size of the issuance, the collateral mix (74 loans / 91 properties), and the stated net proceeds are material facts for investors assessing exposure, market issuance activity, or the financing of the originating banks.
• The detailed credit risk retention disclosures show how Bank of America is meeting regulatory retention rules (Regulation RR), which affects the sponsor’s retained economic exposure and is relevant to investors evaluating alignment of interests and regulatory compliance.
• Legal and tax opinions from Cadwalader, Wickersham & Taft LLP were provided as exhibits to the 8‑K.