JPMBB Commercial Mortgage Securities Trust 2015-C28 Annual Report - A Deeper Dive for Investors

For investors seeking clarity on their holdings, this report offers a detailed look at JPMBB Commercial Mortgage Securities Trust 2015-C28. Unlike a traditional operating company, this trust functions as a specialized investment vehicle, designed to pass through payments from a pool of commercial mortgage loans to its investors. This annual report covers the trust's activities and performance for the fiscal year ending December 31, 2025.

Business Overview

JPMBB 2015-C28 is a Commercial Mortgage-Backed Securities (CMBS) trust. It was established to acquire a collection of commercial mortgage loans. These loans then serve as collateral to issue various classes, or "tranches," of investment certificates (bonds) to investors. Each tranche carries a different level of risk and potential return; senior tranches typically offer greater protection against losses. When you invest in this trust, you essentially buy a share of the cash flow generated by these underlying commercial property loans. The trust operates passively, primarily collecting and distributing payments from the mortgage loans to certificate holders, as outlined in the trust and servicing agreement.

Who Manages Your Investment? Key Roles and Responsibilities

Several key parties ensure the trust's smooth operation and oversight:

• Sponsors & Depositors: J.P. Morgan Chase Commercial Mortgage Securities Corp., JPMorgan Chase Bank, Barclays Bank PLC, and KeyBank National Association originated and pooled the commercial mortgage loans into the trust.
• Trustee & Certificate Administrator (Wilmington Trust, National Association): The Trustee represents certificate holders (investors), ensuring the trust operates according to its governing documents. The Certificate Administrator calculates and distributes payments to investors.
• Master Servicer (Midland Loan Services, a Division of PNC Bank, National Association): This entity manages performing loans daily, including collecting payments, managing escrow accounts, and handling routine borrower inquiries. Wells Fargo Bank, National Association, also custodies loan documents and performs certain administrative tasks.
• Special Servicers (LNR Partners, LLC and Midland Loan Services): When a loan experiences financial difficulty or defaults, the Special Servicer works to resolve it. Their role includes modifying loan terms, or, if necessary, foreclosing on the property to recover maximum value for the trust.
• Senior Trust Advisor (Pentalpha Surveillance LLC): Provides oversight and guidance for the trust's operations.
• Other Support: CoreLogic Solutions, LLC and Computershare Trust Company, National Association assist with specific administrative and tax-related duties.

The Loan Portfolio: What's Currently in the Basket?

Established in 2015 with a diverse pool of commercial mortgage loans, the trust's portfolio has significantly evolved by December 31, 2025, due to loan payoffs, liquidations, and transfers.

• Current Portfolio Snapshot: The trust now holds 18 commercial mortgage loans with an aggregate outstanding principal balance of approximately $715 million. This balance represents a substantial reduction from its initial size, primarily because several large loans were fully repaid or liquidated.
• Significant Loan Changes:
  • The Houston Galleria Mortgage Loan, which initially comprised a substantial 13.1% of the trust's assets, was fully repaid in a prior reporting period.
  • The Horizon Outlet Shoppes Portfolio Mortgage Loan and The Shaner Hotels Portfolio Mortgage Loan were also fully repaid or liquidated before this reporting period.
  • The Club Row Building Mortgage Loan remains a trust asset and performs as expected. As of December 31, 2025, it represents approximately 5.5% of the current trust balance.
• Current Performance: As of the reporting date:
  • 88% of loans (by outstanding balance) perform according to their original terms.
  • 8% of loans (by outstanding balance) are 30-89 days delinquent.
  • 4% of loans (by outstanding balance) are 90+ days delinquent or in foreclosure.
  • 3 loans, totaling approximately 12% of the current outstanding balance, are in special servicing due to performance issues.
• Property Type Concentration: The portfolio primarily concentrates in retail (35%), office (30%), and multifamily (20%) properties, with mixed-use and hospitality making up the remainder.
• Geographic Concentration: Largest concentrations are in California (20%), Texas (15%), and New York (12%).

Management's Discussion and Analysis of Financial Condition and Results of Operations

JPMBB Commercial Mortgage Securities Trust 2015-C28 is a static, pass-through securitization vehicle. It does not actively manage its assets beyond servicing activities, nor does it generate revenue or incur expenses like a traditional operating company. Therefore, this discussion focuses on the underlying commercial mortgage loans' performance, the resulting cash flow to the trust, and the impact on certificate holders.

Results of Operations for the Fiscal Year Ended December 31, 2025:

During the fiscal year, the trust primarily collected principal and interest payments from its remaining pool of 18 commercial mortgage loans. The aggregate outstanding principal balance of these loans decreased to approximately $715 million by December 31, 2025, mainly due to scheduled amortization and the full repayment or liquidation of several loans in prior periods.

Cash flow from performing loans enabled the trust to distribute approximately $45 million in principal and interest payments to certificate holders. This reflects the majority of underlying loans (88% by outstanding balance) performing according to their original terms.

However, a portion of the trust's collateral faced ongoing challenges. As of the reporting date, 8% of loans were 30-89 days delinquent, and 4% were 90+ days delinquent or in foreclosure. Three loans, representing approximately 12% of the current outstanding balance, transferred to special servicing due to performance issues. Special Servicers actively resolve these distressed assets through loan modifications, foreclosures, or other workout strategies. The outcome of these efforts will directly impact the trust's future cash flow and potential realized losses.

The trust recorded no material realized losses from loan liquidations during fiscal year 2025. This indicates that resolutions of distressed assets either resulted in full recovery or remain in process.

Financial Condition:

The trust's financial condition directly reflects the credit quality and performance of its underlying mortgage loans. Its liabilities consist of the outstanding CMBS certificates. The trust meets these obligations entirely through cash flow from the mortgage loans. Credit enhancement, primarily through subordination, protects senior certificate holders, as detailed in the Financial Health section. The trust holds no significant cash reserves beyond what it needs for immediate distributions and operational expenses, operating solely on a pass-through basis. Therefore, its liquidity depends on the timely payment of the underlying mortgage loans.

Financial Health

JPMBB Commercial Mortgage Securities Trust 2015-C28's financial health is intrinsically linked to its underlying commercial mortgage loan portfolio's credit quality and performance. As a pass-through entity, the trust's financial condition is primarily assessed by its ability to generate sufficient cash flow from the collateral to meet its obligations to certificate holders.

The trust's liabilities consist of outstanding CMBS certificates, supported by the approximately $715 million aggregate outstanding principal balance of the mortgage loans. The trust maintains no significant cash reserves beyond immediate distributions and operational expenses, as it passes through collected payments.

Credit Enhancement: Subordination primarily protects investors. This structural feature ensures that junior (lower-rated) tranches of certificates absorb losses first, safeguarding more senior (higher-rated) tranches. As of December 31, 2025, the most senior Class A certificates benefit from approximately 25% credit enhancement. This means junior tranches would absorb the first 25% of losses before impacting Class A. This mechanism is a key component of the trust's financial resilience against potential loan defaults.

Financial Performance

A CMBS trust's financial performance is measured by its underlying loan portfolio's health and its ability to distribute cash flow to certificate holders. As noted in the Management's Discussion and Analysis, the trust distributed approximately $45 million in principal and interest payments during fiscal year 2025. The portfolio's performance – including delinquency rates and loans in special servicing – directly impacts overall financial performance and the potential for future distributions and losses. While traditional revenue and profit metrics do not apply, consistent cash flow generation and the absence of material realized losses during the reporting period indicate stable performance given the trust's structure. Year-over-year changes reflect the reduction in the aggregate outstanding principal balance due to loan payoffs and amortization, alongside shifts in the remaining loans' performance metrics.

Key Risks for Investors

While the trust has performed well, investors should understand potential risks:

• Loan Performance Risk: The primary risk is borrower default on mortgage payments, which could lead to losses for the trust and its certificate holders. Current delinquency and special servicing rates, though manageable, underscore this ongoing risk.
• Concentration Risk: Despite diversification, significant concentrations in specific property types (e.g., retail, office) or geographic regions could expose the trust to localized economic downturns or industry-specific challenges.
• Prepayment Risk: Early loan repayments (prepayments) can affect certificate holders' yield and reinvestment opportunities, especially in a declining interest rate environment.
• Servicer Performance: The trust relies on its Master and Special Servicers to manage loans effectively. Poor servicing can negatively impact recoveries and cash flow.
• Liquidity Risk: CMBS certificates can be less liquid than other fixed-income investments, making them harder to sell quickly without affecting the price.

Future Outlook

As a static securitization trust, JPMBB Commercial Mortgage Securities Trust 2015-C28 lacks traditional "management" to provide forward-looking guidance or strategic plans. The trust's future performance depends entirely on its remaining commercial mortgage loans and broader economic and real estate market conditions.

Key factors influencing the trust's future cash flow and potential losses include:

• Economic Conditions: General economic growth, employment rates, and consumer spending can impact tenants' financial health and, consequently, borrowers' ability to make mortgage payments.
• Real Estate Market Trends: Property valuations, rental rates, and vacancy rates in the portfolio's specific geographic regions and property types (e.g., retail, office, multifamily) directly affect collateral value and the likelihood of successful loan resolutions.
• Interest Rate Environment: Changes in interest rates can affect property valuations, borrower refinancing opportunities, and overall capital costs.
• Servicing Activities: The Master and Special Servicers' effectiveness in managing performing loans and resolving distressed assets will be critical to maximizing recoveries and minimizing losses for the trust.

Investors should continue monitoring the underlying loans' performance, especially those in delinquency or special servicing, and assess prevailing market conditions' potential impact on the remaining collateral. The trust expects to continue its pass-through operations until it liquidates all underlying assets and repays all outstanding certificates.

Competitive Position

JPMBB Commercial Mortgage Securities Trust 2015-C28 is a passive investment vehicle designed to hold and pass through payments from a static pool of commercial mortgage loans. It does not operate as a commercial enterprise and therefore holds no competitive position in any market. Its sole purpose is to facilitate mortgage loan securitization and distribute cash flows to certificate holders.

Compliance and Other Disclosures

The trust's various servicers provide regular compliance reports, ensuring adherence to contractual obligations. These reports confirm that servicing activities generally align with industry standards and trust agreements. The trust does not use external credit enhancement (like insurance) or complex derivative instruments to back its certificates. No material legal proceedings are currently outstanding against the trust.

Investor Takeaway

JPMBB Commercial Mortgage Securities Trust 2015-C28 continues to operate as a pass-through entity, distributing cash flow from its commercial mortgage loan portfolio. Although several large loans have exited the trust, the remaining portfolio of 18 loans, with an outstanding balance of approximately $715 million, largely performs as expected. Investors should closely monitor current delinquency and special servicing rates, along with property type and geographic concentrations, to assess their investment's ongoing health and risk profile. Subordination, as an internal credit enhancement, remains a key protective feature for senior certificate holders.