Servicing Shake-Up, Legal Battles Mark BANK 2019-BNK23 10-K

TL;DR

**BANK 2019-BNK23's 10-K shows a major servicing overhaul and lingering legal headaches for its partners, signaling potential operational shifts but no immediate red flags for the underlying mortgage pool.**

AI Summary

The BANK 2019-BNK23 10-K filing for the fiscal year ended December 31, 2025, primarily details changes in servicing functions and legal proceedings impacting key participants in its mortgage pool. Revenue and net income figures are omitted from this filing. A significant business change occurred on March 1, 2025, when Trimont LLC purchased Wells Fargo Bank, National Association's commercial mortgage servicing business, replacing Wells Fargo as master, primary, and special servicer for the BANK 2019-BNK23 pooling and servicing agreement and all Outside Pooling and Servicing Agreements. Additionally, Computershare Trust Company, National Association assumed Wells Fargo's roles as certificate administrator, custodian, and trustee on November 1, 2021. Key risks include ongoing legal proceedings against Wells Fargo Bank, N.A. related to residential mortgage-backed securities (RMBS) trusts, with Phoenix Light SF Limited's appeal dismissed in May 2023 and Commerzbank AG's appeal denied in October 2024. CWCapital Asset Management LLC also faces a lawsuit, CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., where 11 of 16 counts were dismissed on August 20, 2019. The strategic outlook focuses on the stability of the mortgage pool despite these servicing transitions and legal challenges, with no material impact on certificate holders explicitly stated.

Why It Matters

This 10-K reveals significant operational shifts within the BANK 2019-BNK23 mortgage pool, particularly the complete handover of servicing responsibilities from Wells Fargo Bank, N.A. to Trimont LLC on March 1, 2025. For investors, understanding these changes in servicers and trustees, like Computershare Trust Company, National Association, is crucial for assessing the stability and management of their asset-backed securities. The ongoing legal challenges against Wells Fargo Bank, N.A. and CWCapital Asset Management LLC, while not directly against BANK 2019-BNK23, highlight broader industry risks in mortgage-backed securities and could impact the reputation and operational focus of these key entities, potentially affecting their performance in competitive markets.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant changes in servicing entities and ongoing material legal proceedings against key participants. Trimont LLC replaced Wells Fargo Bank, National Association as master, primary, and special servicer on March 1, 2025, introducing operational transition risk. Furthermore, Wells Fargo Bank, N.A. is involved in multiple RMBS-related lawsuits, including one where Commerzbank AG's appeal was denied in October 2024, and CWCapital Asset Management LLC faces a lawsuit where 5 claims for aiding and abetting breach of fiduciary duty, conversion, and unjust enrichment remain active.

Analyst Insight

Investors should monitor the performance of Trimont LLC as the new servicer for the BANK 2019-BNK23 mortgage pool, especially regarding any changes in delinquency rates or loan resolutions. Given the legal issues faced by Wells Fargo Bank, N.A. and CWCapital Asset Management LLC, investors should also assess the potential for reputational or financial strain on these entities and how that might indirectly affect the broader CMBS market.

Key Numbers

• 2025-03-01 — Effective Date (Trimont LLC replaced Wells Fargo Bank, National Association as servicer)
• 2021-11-01 — Effective Date (Computershare Trust Company, National Association assumed trustee and administrator roles)
• 2023-05 — Date (Phoenix Light SF Limited dismissed its appeal against Wells Fargo Bank, N.A.)
• 2024-10 — Date (Second Circuit denied Commerzbank AG's appeal against Wells Fargo Bank, N.A.)
• 2019-08-20 — Date (Court dismissed 11 of 16 counts in CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al. lawsuit)
• 5% — Mortgage Pool Percentage (Century Plaza Towers mortgage loan serviced by CWCapital Asset Management LLC constitutes more than 5% but less than 10% of the mortgage pool)
• 5% — Mortgage Pool Percentage (Park Tower at Transbay and National Anchored Retail Portfolio mortgage loans serviced by Rialto Capital Advisors, LLC collectively constitute more than 5% but less than 10% of the mortgage pool)

Key Players & Entities

• Trimont LLC (company) — purchased Wells Fargo's commercial mortgage servicing business and replaced Wells Fargo as master, primary, and special servicer on March 1, 2025
• Wells Fargo Bank, National Association (company) — replaced as master, primary, and special servicer by Trimont LLC; also a sponsor and defendant in multiple RMBS lawsuits
• Computershare Trust Company, National Association (company) — engaged on November 1, 2021, to perform certificate administrator, custodian, and trustee roles
• CWCapital Asset Management LLC (company) — special servicer for Century Plaza Towers mortgage loan and defendant in CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al. lawsuit
• Rialto Capital Advisors, LLC (company) — special servicer for Park Tower at Transbay and National Anchored Retail Portfolio mortgage loans
• Situs Holdings, LLC (company) — current special servicer for Jackson Park mortgage loan, succeeding AEGON USA Realty Advisors, LLC on May 21, 2021
• CoreLogic Solutions, LLC (company) — servicing function participant engaged by Wells Fargo and subsequently by Trimont LLC
• Phoenix Light SF Limited (company) — plaintiff in RMBS lawsuit against Wells Fargo Bank, N.A., whose appeal was dismissed in May 2023
• Commerzbank AG (company) — plaintiff in RMBS lawsuit against Wells Fargo Bank, N.A., whose appeal was denied in October 2024
• Morgan Stanley Capital I Inc. (company) — depositor for BANK 2019-BNK23

FAQ

Risk Factors

• Ongoing Legal Proceedings Against Wells Fargo [high — legal]: Wells Fargo Bank, N.A. is involved in significant legal proceedings related to residential mortgage-backed securities (RMBS) trusts. Phoenix Light SF Limited's appeal was dismissed in May 2023, and Commerzbank AG's appeal was denied in October 2024 by the Second Circuit, indicating ongoing disputes and potential financial repercussions for parties involved.
• CWCapital Asset Management LLC Lawsuit [medium — legal]: CWCapital Asset Management LLC is facing a lawsuit, CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al. A significant portion of this lawsuit, 11 out of 16 counts, was dismissed on August 20, 2019. The remaining counts could still pose operational or financial risks.
• Servicer Transition Risks [medium — operational]: On March 1, 2025, Trimont LLC replaced Wells Fargo Bank, National Association as the master, primary, and special servicer for the BANK 2019-BNK23 pooling and servicing agreement. This transition, along with Computershare Trust Company, National Association assuming trustee and administrator roles on November 1, 2021, introduces operational risks related to the continuity and effectiveness of servicing functions.
• Concentration Risk in Mortgage Pool [medium — market]: Specific mortgage loans represent a notable percentage of the pool. The Century Plaza Towers mortgage loan, serviced by CWCapital Asset Management LLC, constitutes more than 5% but less than 10% of the mortgage pool. Similarly, Park Tower at Transbay and National Anchored Retail Portfolio loans serviced by Rialto Capital Advisors, LLC collectively represent more than 5% but less than 10%.

Industry Context

The mortgage-backed securities (MBS) industry is characterized by complex servicing structures and significant regulatory oversight. Servicer transitions, like the one involving Trimont LLC and Wells Fargo, are critical events that can impact operational efficiency and investor confidence. The industry also faces ongoing legal scrutiny, particularly concerning historical RMBS practices, which can lead to protracted litigation and financial settlements.

Regulatory Implications

The filing highlights the importance of compliance with Regulation AB, particularly regarding the roles and responsibilities of servicers and trustees. Ongoing legal proceedings against major financial institutions like Wells Fargo underscore the potential for regulatory action and financial penalties related to past mortgage origination and servicing practices.

What Investors Should Do

1. Monitor Servicer Performance
2. Assess Legal Proceeding Impact
3. Evaluate Concentration Risk

Key Dates

• 2025-03-01: Trimont LLC purchased Wells Fargo Bank, National Association's commercial mortgage servicing business. — This marks a significant change in the servicing of the mortgage pool, with Trimont LLC assuming critical roles previously held by Wells Fargo.
• 2024-10: Second Circuit denied Commerzbank AG's appeal against Wells Fargo Bank, N.A. — This ruling provides some resolution to a legal dispute involving RMBS trusts, potentially reducing ongoing uncertainty for the trust.
• 2023-05: Phoenix Light SF Limited dismissed its appeal against Wells Fargo Bank, N.A. — This dismissal contributes to the resolution of legal challenges impacting the trust and its underlying assets.
• 2021-11-01: Computershare Trust Company, National Association assumed trustee and administrator roles. — This transition in administrative and trustee functions ensures continuity of operations for the mortgage pool.
• 2019-08-20: Court dismissed 11 of 16 counts in CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al. lawsuit. — This partial dismissal reduces the scope of legal proceedings against CWCapital Asset Management LLC, though remaining counts may still pose risks.

Glossary

Pooling and Servicing Agreement (PSA)

A legal contract that governs the relationship between the issuer of mortgage-backed securities, the servicer(s) of the underlying mortgages, and the trustee. It outlines the rights and responsibilities of each party. (This agreement is central to the operation of the BANK 2019-BNK23 mortgage pool, detailing how the mortgages are serviced and managed.)

Master Servicer

The primary entity responsible for the day-to-day administration of a pool of mortgage loans, including collecting payments, managing escrow accounts, and handling delinquencies. (Trimont LLC's assumption of this role signifies a critical operational change for the mortgage pool.)

Primary Servicer

Similar to a master servicer, responsible for managing mortgage loan payments and borrower interactions. (Trimont LLC's role as primary servicer indicates direct management of borrower accounts.)

Special Servicer

An entity responsible for managing defaulted or specially serviced mortgage loans, often involving loan modifications, foreclosure, or other loss mitigation strategies. (Trimont LLC's new role as special servicer addresses potential issues with distressed loans within the pool.)

Certificate Administrator

The party responsible for calculating and distributing payments to the holders of the mortgage-backed securities (certificates) and providing reporting. (Computershare's assumption of this role is crucial for investor relations and payment processing.)

Custodian

The entity that holds the physical loan documents and other collateral for the mortgage pool. (Computershare's role as custodian ensures the safekeeping of essential legal documentation.)

Trustee

A fiduciary responsible for overseeing the mortgage-backed securities trust on behalf of the certificate holders, ensuring compliance with the PSA. (Computershare's role as trustee is vital for the governance and integrity of the trust.)

Regulation AB

SEC rules governing the registration, reporting, and disclosure requirements for asset-backed securities offerings. (The filing references Item 1122 and Item 1108 of Regulation AB, indicating compliance with industry-specific disclosure standards for securitized assets.)

Year-Over-Year Comparison

This 10-K filing for BANK 2019-BNK23 focuses heavily on changes in servicing functions and legal proceedings, rather than financial performance metrics. Unlike a typical annual report, revenue and net income figures are omitted. The key changes involve the replacement of Wells Fargo Bank, N.A. as servicer by Trimont LLC and the assumption of trustee/administrator roles by Computershare Trust Company, N.A. New risks highlighted include the ongoing legal battles involving Wells Fargo and CWCapital Asset Management LLC, which were not as definitively resolved in prior periods.

Filing Documents

• msc19b23_10k-2025.htm (10-K) — 155KB
• msc19b23_31.htm (EX-31) — 25KB
• msc19b23_33-1.htm (EX-33.1) — 357KB
• msc19b23_33-2.htm (EX-33.2) — 1420KB
• msc19b23_33-3.htm (EX-33.3) — 703KB
• msc19b23_33-4.htm (EX-33.4) — 3113KB
• msc19b23_33-5.htm (EX-33.5) — 600KB
• msc19b23_33-6.htm (EX-33.6) — 626KB
• msc19b23_33-7.htm (EX-33.7) — 2773KB
• msc19b23_33-8.htm (EX-33.8) — 992KB
• msc19b23_33-9.htm (EX-33.9) — 86KB
• msc19b23_33-22.htm (EX-33.22) — 118KB
• msc19b23_33-23.htm (EX-33.23) — 991KB
• msc19b23_33-24.htm (EX-33.24) — 439KB
• msc19b23_34-1.htm (EX-34.1) — 14KB
• msc19b23_34-2.htm (EX-34.2) — 11KB
• msc19b23_34-3.htm (EX-34.3) — 14KB
• msc19b23_34-4.htm (EX-34.4) — 11KB
• msc19b23_34-5.htm (EX-34.5) — 13KB
• msc19b23_34-6.htm (EX-34.6) — 10KB
• msc19b23_34-7.htm (EX-34.7) — 10KB
• msc19b23_34-8.htm (EX-34.8) — 693KB
• msc19b23_34-9.htm (EX-34.9) — 8KB
• msc19b23_34-22.htm (EX-34.22) — 7KB
• msc19b23_34-23.htm (EX-34.23) — 9KB
• msc19b23_34-24.htm (EX-34.24) — 9KB
• msc19b23_35-1.htm (EX-35.1) — 1896KB
• msc19b23_35-2.htm (EX-35.2) — 2593KB
• msc19b23_35-3.htm (EX-35.3) — 1558KB
• msc19b23_35-4.htm (EX-35.4) — 1806KB
• msc19b23_35-5.htm (EX-35.5) — 2577KB
• msc19b23_35-6.htm (EX-35.6) — 2224KB
• msc19b23_35-7.htm (EX-35.7) — 1086KB
• msc19b23_35-16.htm (EX-35.16) — 359KB
• 0001888524-26-005019.txt ( ) — 27306KB

financial statements

financial statements. Not applicable. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to 240.10D-1(b). Not applicable. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ___ No X non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not applicable. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Not applicable. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Not applicable. DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1)Any annual report to security holders; (2) Any proxy or information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Not applicable. EXPLANATORY NOTES The BANK 2019-BNK23 mortgage pool includes the following mortgage loans, each of which is serviced pursuant to a separate pooling and servicing agreement (each, an "Outside Pooling and Servicing Agreement"

, and does not constitute a reporting "servicer" for purposes of Item

Item 1122, and does not constitute a reporting "servicer" for purposes of Item 1123 of Regulation AB, as specified in the Instruction to Item 1123. Situs Holdings, LLC is the current special servicer under the JAX 2019-LIC trust and servicing agreement, pursuant to which the Jackson Park mortgage loan is serviced. On May 21, 2021, AEGON USA Realty Advisors, LLC was replaced as special servicer under the JAX 2019-LIC trust and servicing agreement and was succeeded by Situs Holdings, LLC. Effective as of March 1, 2025, Trimont LLC purchased the third party servicing segment of Wells Fargo Bank, National Association's commercial mortgage servicing business and replaced Wells Fargo Bank, National Association in its capacities as master servicer, primary servicer and special servicer, as applicable, under the BANK 2019-BNK23 pooling and servicing agreement and each Outside Pooling and Servicing Agreement. In addition, each of the following parties engaged the services of certain servicing function participants and sub-servicers for the reporting period, as set forth below: Wells Fargo Bank, National Association, as master servicer, engaged the services of CoreLogic Solutions, LLC as a servicing function participant in respect of the entire mortgage pool for the reporting period. Wells Fargo Bank, National Association, as master servicer under the CPTS 2019-CPT trust and servicing agreement, pursuant to which the Century Plaza Towers mortgage loan is serviced, engaged the services of CoreLogic Solutions, LLC as a servicing function participant in respect of the Century Plaza Towers mortgage loan for the reporting period. Wells Fargo Bank, National Association, as master servicer under the JAX 2019-LIC trust and servicing agreement, pursuant to which the Jackson Park mortgage loan is serviced, engaged the services of CoreLogic Solutions, LLC as a servicing function participant in respect of the Jackson Park mortgage loan for the reporting period. Wells Fargo

Financial Statements and

Financial Statements and Supplementary Data. Omitted. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Omitted. Item 9A.

Controls and Procedures

Controls and Procedures. Omitted. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. PART III Item 10. Directors, Executive Officers and Corporate Governance. Omitted. Item 11.

Executive Compensation

Executive Compensation. Omitted. Item 12.

Security Ownership of

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Omitted. Item 13. Certain Relationships and Related Transactions, and Director Independence. Omitted. Item 14. Principal Accountant Fees and Services. Omitted. ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB Item 1112(b) of Regulation AB, Significant Obligor Financial Information. Not applicable. Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information. No entity or group of affiliated entities provides any enhancement or other support for the certificates as described under Item 1114 (a) of Regulation AB. Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information). No entity or group of affiliated entities provides any derivative instruments for the certificates as described under Item 1115 of Regulation AB. Item 1117 of Regulation AB, Legal Proceedings. The registrant knows of no legal proceeding pending against the sponsors, depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of Regulation AB, originator contemplated by Item 1110(b) of Regulation AB, or other party contemplated by Item 1100(d)(1) of Regulation AB, or of which any property of the foregoing is the subject, that is material to security holders, other than as follows: In December 2014, Phoenix Light SF Limited (Phoenix Light) and certain related entities filed a complaint in the United States District Court for the Southern District of New York alleging claims against Wells Fargo Bank, N.A., in its capacity as trustee for a number of residential mortgage-backed securities (RMBS) trusts. Complaints raising similar allegations have been filed by Commerzbank AG in the Southern District of New York, IKB International and IKB Deutsche Industriebank (together, IKB) in New York state court, and Park Royal I LLC and Park Royal II LLC in New York state court. In each case, the plaintiffs allege that W

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