Fitch Assigns Final Ratings to D2 Multifamily Credit 2026-FL1 Issuer, Ltd. Notes

A	LT	AAAsf	New Rating	AAA(EXP)sf
A-S	LT	AAAsf	New Rating	AAA(EXP)sf
B	LT	AA-sf	New Rating	AA-EXP)sf
C	LT	A-sf	New Rating	A-(EXP)sf
D	LT	BBBsf	New Rating	BBB(EXP)sf
E	LT	BBB-sf	New Rating	BBB-(EXP)sf
F	LT	BB-sf	New Rating	BB-(EXP)sf
F-E	LT	BB-sf	New Rating	BB-(EXP)sf
F-X	LT	BB-sf	New Rating	BB-(EXP)sf
G	LT	B-sf	New Rating	B-(EXP)sf
G-E	LT	B-sf	New Rating	B-(EXP)sf

D2 2026-FL1

--$551,801,000a class A 'AAAsf'; Outlook Stable;

--$79,497,000a class A-S 'AAAsf'; Outlook Stable;

--$70,144,000a class B 'AA-sf'; Outlook Stable;

--$56,115,000a class C 'A-sf'; Outlook Stable;

--$35,073,000a class D 'BBBsf'; Outlook Stable;

--$16,366,000a class E 'BBB-sf'; Outlook Stable;

--$31,565,000be class F 'BB-sf'; Outlook Stable;

--$0ce class F-E 'BB-sf'; Outlook Stable;

--$0de class F-X 'BB-sf'; Outlook Stable;

--$21,044,000be class G 'B-sf'; Outlook Stable;

--$0ce class G-E 'B-sf'; Outlook Stable;

--$0de class G-X 'B-sf'; Outlook Stable.

The following class is not rated by Fitch:

--$73,651,641ef Preferred Shares.

(a) Pursuant to Rule 144a.

(b) Exchangeable Notes: The class F and class G notes are exchangeable notes and are exchangeable for proportionate interests in the MASCOT notes, subject to the satisfaction of certain conditions and restrictions, provided that at the time of the exchange such notes are owned by a wholly owned subsidiary of D2. The principal balance of each of the exchangeable notes received in an exchange will be equal to the principal balance of the corresponding MASCOT P&I notes surrendered in such exchange.

(c)MASCOT P&I notes.

(d) MASCOT interest-only notes.

(e) Retained notes.

(f) Horizontal risk retention interest, estimated to be 7.875% of the notional amount of the securities.

The approximate collateral interest balance as of the cutoff date is $855,256,641 and does not include future funding.

The ratings are based on information provided by the issuer as of May 7, 2026.

Transaction Summary

The notes, totaling $935,256,641, are collateralized by 19 loans secured by 21 commercial properties, with an aggregate principal balance of $855,256,641 as of the cutoff date and cash held to fund the acquisition of additional loans and participation interests of $80,000,000. The pool does not include $5.1 million of expected future funding.

The collateral interests will be sold to the trust by D2 Multifamily Credit REIT Seller, LLC. The servicer and special servicer are Berkadia Commercial Mortgage, LLC. The trustee is Wilmington Trust, National Association, and the note administrator is Computershare Trust Company, National Association. The notes will follow a sequential-paydown structure.

KEY RATING DRIVERS

Fitch Net Cash Flow (NCF): Fitch performed cash flow analyses on 10 loans in the pool (50.4% by balance). Fitch's resulting aggregate NCF of $26.2 million represents a 4.5% decline from the issuer's aggregate underwritten NCF of $27.5 million, excluding loans for which Fitch utilized an alternate value analysis. Aggregate cash flows include only the pro rated trust portion of any pari passu loan.

Higher Fitch Leverage: The pool has higher leverage than recent commercial real estate (CRE) collateralized loan obligations (CLO) transactions rated by Fitch. The pool's Fitch loan-to-value of 149.9% is higher than the 2025 and 2024 CRE CLO averages of 140.1% and 140.7%, respectively. The pool's Fitch NCF debt yield of 5.7% is lower than the 2025 and 2024 CRE CLO averages of 6.4% and 6.5%, respectively.

Multifamily Concentration: Loans secured by multifamily properties (designated by Fitch) represent 100.0% of the pool, which is higher than the 2025 and 2024 CRE CLO averages of 76.7% and 78.4%, respectively. Multifamily properties have a lower average likelihood of default than retail, office or industrial properties, all else being equal. Fitch did not raise the overall losses for this concentration as multifamily properties have diversity of tenants and, correspondingly, diversity of employment.

No Amortization: The pool comprises 100.0% of fully interest-only loans, based on fully extended loan terms. This is worse than both the 2025 and 2024 CRE CLO averages of 72.7% and 56.8%, respectively. As a result, the pool is expected to have no principal paydown by the fully extended maturity of the loans. By comparison, the average scheduled paydowns for Fitch‐rated U.S. CRE CLO transactions in 2025 and 2024 were 0.5% and 0.6%, respectively.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade

Declining cash flow decreases property value and capacity to meet debt service obligations. The table below indicates the model-implied rating sensitivity to changes in one variable, Fitch NCF:

--Original Rating: 'AAAsf'/'AAAsf'/'AA-sf'/'A-sf'/'BBBsf'/'BBB-sf'/'BB-sf'/'B-sf';

--10% Decline to Fitch NCF: 'AAAsf'/'AAsf'/'BBBsf'/'BB+sf'/'BB-sf'/'B-sf'/below 'CCCsf'.

Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade

Improvement in cash flow increases property value and capacity to meet its debt service obligations. The table below indicates the model-implied rating sensitivity to changes to in one variable, Fitch NCF:

--Original Rating: 'AAAsf'/'AAAsf'/'AA-sf'/'A-sf'/'BBBsf'/'BBB-sf'/'BB-sf'/'B-sf';

--10% Increase to Fitch NCF: 'AAAsf'/'AAAsf'/'AAsf'/'Asf'/'BBB+sf'/'BBBsf'/'BB+sf'/'B+sf'.

SUMMARY OF FINANCIAL ADJUSTMENTS

This transaction utilizes note protection tests to provide additional credit enhancement (CE) to investment-grade noteholders, if needed. The note protection tests comprise an interest coverage (IC) test and a par value test at the 'BBB-' level (class E) in the capital structure. Should either of these metrics fall below a minimum requirement (120.00% for IC; 113.29% for par value), interest payments to the retained notes would be diverted to pay down the seniormost notes. This diversion of interest payments continues until the note protection tests are back above their minimums.

As a result of this structural feature, Fitch's analysis of the transaction included an evaluation of the liabilities structure under different stress scenarios. To undertake this evaluation, Fitch used the cash flow modeling referenced in Fitch's "U.S. and Canadian Multiborrower CMBS Rating Criteria." Different scenarios were run wherein asset default timing distributions and recovery timing assumptions were stressed.

Key inputs, including rating default rate and rating recovery rate, were based on the CMBS multiborrower model output in combination with CMBS analytical insight. The cash flow modeling results showed that the default rates in the stressed scenarios did not exceed available CE in any stressed scenario.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Fitch was provided with third-party due diligence information from PricewaterhouseCooper LLP. The third-party due diligence information was provided on Form ABS Due Diligence-15E and focused on a comparison and re-computation of certain characteristics with respect to each mortgage loan. Fitch considered this information in its analysis and the findings did not have an impact on the analysis.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING

The principal sources of information used in the analysis are described in the Applicable Criteria.

REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS

A description of the transaction's representations, warranties and enforcement mechanisms (RW&Es) that are disclosed in the offering document and which relate to the underlying asset pool is available by clicking the link to the Appendix. The appendix also contains a comparison of these RW&Es to those Fitch considers typical for the asset class as detailed in the Special Report titled 'Representations, Warranties and Enforcement Mechanisms in Global Structured Finance Transactions'.

ESG Considerations

The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. For more information on Fitch's ESG Relevance Scores, visit https://www.fitchratings.com/topics/esg/products#esg-relevance-scores.

Additional information is available on www.fitchratings.com

PARTICIPATION STATUS

The rated entity (and/or its agents) or, in the case of structured finance, one or more of the transaction parties participated in the rating process except that the following issuer(s), if any, did not participate in the rating process, or provide additional information, beyond the issuer’s available public disclosure.

APPLICABLE CRITERIA

• Structured Finance and Covered Bonds Counterparty Rating Criteria (pub. 28 Nov 2023)

• Structured Finance and Covered Bonds Country Risk Rating Criteria - Effective from 17 June 2025 to 16 June 2026 (pub. 17 Jun 2025)

• Structured Finance and Covered Bonds Interest Rate Stresses Rating Criteria (pub. 24 Oct 2025)

• Global Structured Finance Rating Criteria (pub. 05 Dec 2025) (including rating assumption sensitivity)

• Criteria for Rating Loan Servicers (pub. 09 Dec 2025)

• U.S. and Canadian Multiborrower CMBS Rating Criteria (pub. 30 Jan 2026) (including rating assumption sensitivity)

APPLICABLE MODELS

Numbers in parentheses accompanying applicable model(s) contain hyperlinks to criteria providing description of model(s).

• CMBS CoRE Model, v2.1.0 (1)

Read More On This Topic

• D2 Multifamily Credit 2026-FL1 Issuer, Ltd. - Representations and Warranties

ADDITIONAL DISCLOSURES

• Dodd-Frank Rating Information Disclosure Form

• ABS Due Diligence Form 15E 1

• Solicitation Status

• Endorsement Policy

ENDORSEMENT STATUS

D2 2026-FL1

EU Endorsed, UK Endorsed

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Solicitation Status

The ratings above were solicited and assigned or maintained by Fitch at the request of the rated entity/issuer or a related third party. Any exceptions follow below.

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Endorsement Policy

Fitch’s international credit ratings produced outside the EU or the UK, as the case may be, are endorsed for use by regulated entities within the EU or the UK, respectively, for regulatory purposes, pursuant to the terms of the EU CRA Regulation or the UK Credit Rating Agencies (Amendment etc.) (EU Exit) Regulations 2019, as the case may be. Fitch’s approach to endorsement in the EU and the UK can be found on Fitch’s Regulatory Affairs page on Fitch’s website. The endorsement status of international credit ratings is provided within the entity summary page for each rated entity and in the transaction detail pages for structured finance transactions on the Fitch website. These disclosures are updated on a daily basis.