Walker & Dunlop, Inc. - Quarter Report: 2025 June (Form 10-Q)

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

Walker & Dunlop, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)


		June 30, 2025	December 31, 2024
Assets
Cash and cash equivalents	$		$
Restricted cash
Pledged securities, at fair value
Loans held for sale, at fair value
Mortgage servicing rights
Goodwill
Other intangible assets
Receivables, net
Committed investments in tax credit equity
Other assets
Total assets	$		$

Liabilities
Warehouse notes payable	$		$
Notes payable
Allowance for risk-sharing obligations
Commitments to fund investments in tax credit equity
Other liabilities
Total liabilities	$		$

Stockholders' Equity
Preferred stock (authorized shares; issued)	$	—	$	—
Common stock ($ par value; authorized shares; issued and outstanding shares as of June 30, 2025 and shares as of December 31, 2024)
Additional paid-in capital ("APIC")
Accumulated other comprehensive income (loss) ("AOCI")
Retained earnings
Total stockholders’ equity	$		$
Noncontrolling interests
Total equity	$		$
Commitments and contingencies (NOTES 2 and 9)		—		—
Total liabilities and equity	$		$

See accompanying notes to condensed consolidated financial statements.

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Walker & Dunlop, Inc. and Subsidiaries

Condensed Consolidated Statements of Income and Comprehensive Income

(In thousands, except per share data)

(Unaudited)

For the three months ended

For the six months ended

June 30,

2025

2024

2025

2024

Revenues

Loan origination and debt brokerage fees, net

$

Fair value of expected net cash flows from servicing, net

Servicing fees

Property sales broker fees

Investment management fees

Net warehouse interest income (expense)

()

Placement fees and other interest income

Other revenues

Total revenues

$

Expenses

Personnel

$

Amortization and depreciation

Provision (benefit) for credit losses

Interest expense on corporate debt

Other operating expenses

Total expenses

$

Income from operations

$

Income tax expense

Net income before noncontrolling interests

$

Less: net income (loss) from noncontrolling interests

()

Walker & Dunlop net income

$

Other comprehensive income (loss), net of tax

Walker & Dunlop comprehensive income

$

Basic earnings per share (NOTE 10)

$

Diluted earnings per share (NOTE 10)

$

Basic weighted-average shares outstanding

Diluted weighted-average shares outstanding

See accompanying notes to condensed consolidated financial statements.

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Walker & Dunlop, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity

(In thousands, except per share data)

(Unaudited)

For the three and six months ended June 30, 2025

Stockholders' Equity

Common Stock

Retained

Noncontrolling

Total

Shares

Amount

APIC

AOCI

Earnings

Interests

Equity

Balance as of December 31, 2024

$

Walker & Dunlop net income

—

Net income (loss) from noncontrolling interests

—

()

Other comprehensive income (loss), net of tax

—

Stock-based compensation - equity classified

—

Issuance of common stock in connection with equity compensation plans

—

Repurchase and retirement of common stock

()

—

()

Distributions to noncontrolling interest holders

—

()

Cash dividends paid ($ per common share)

—

()

—

()

Balance as of March 31, 2025

$

Walker & Dunlop net income

—

Net income (loss) from noncontrolling interests

—

()

Other comprehensive income (loss), net of tax

—

Stock-based compensation - equity classified

—

Issuance of common stock in connection with equity compensation plans

—

Repurchase and retirement of common stock

()

—

()

—

()

Distributions to noncontrolling interest holders

—

()

Cash dividends paid ($ per common share)

—

()

—

()

Balance as of June 30, 2025

$

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For the three and six months ended June 30, 2024

Stockholders' Equity

Common Stock

Retained

Noncontrolling

Total

Shares

Amount

APIC

AOCI

Earnings

Interests

Equity

Balance as of December 31, 2023

$

()

$

Walker & Dunlop net income

—

Net income (loss) from noncontrolling interests

—

()

Other comprehensive income (loss), net of tax

—

()

—

()

Stock-based compensation - equity classified

—

Issuance of common stock in connection with equity compensation plans

—

Repurchase and retirement of common stock

()

—

()

Distributions to noncontrolling interest holders

—

()

Cash dividends paid ($ per common share)

—

()

—

()

Other activity

—

()

Balance as of March 31, 2024

$

()

$

Walker & Dunlop net income

—

Net income (loss) from noncontrolling interests

—

()

Other comprehensive income (loss), net of tax

—

Stock-based compensation - equity classified

—

Issuance of common stock in connection with equity compensation plans

—

Repurchase and retirement of common stock

()

—

()

—

()

Distributions to noncontrolling interest holders

—

()

Cash dividends paid ($ per common share)

—

()

—

()

Purchase of noncontrolling interests

—

()

—

()

Balance as of June 30, 2024

$

See accompanying notes to condensed consolidated financial statements.

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Walker & Dunlop, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	For the six months ended June 30,
	2025		2024
Cash flows from operating activities
Net income before noncontrolling interests	$		$
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Gains attributable to the fair value of future servicing rights, net of guaranty obligation		()		()
Change in the fair value of premiums and origination fees		()
Amortization and depreciation
Provision (benefit) for credit losses
Originations of loans held for sale		()		()
Proceeds from transfers of loans held for sale
Other operating activities, net		()		()
Net cash provided by (used in) operating activities	$	()	$	()

Cash flows from investing activities
Capital expenditures	$	()	$	()
Purchases of equity-method investments		()		()
Purchases of pledged available-for-sale ("AFS") securities		()		()
Proceeds from prepayment and sale of pledged AFS securities
Originations and repurchase of loans held for investment		()		()
Principal collected on loans held for investment		—
Other investing activities, net
Net cash provided by (used in) investing activities	$	()	$	()

Cash flows from financing activities
Borrowings (repayments) of warehouse notes payable, net	$		$
Repayments of interim warehouse notes payable		—		()
Repayments of notes payable		()		()
Borrowings of notes payable				—
Repurchase of common stock		()		()
Cash dividends paid		()		()
Payment of contingent consideration		()		()
Debt issuance costs		()		—
Other financing activities, net		()		()
Net cash provided by (used in) financing activities	$		$

Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents (NOTE 2)	$	()	$	()
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period
Total of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period	$		$

Supplemental Disclosure of Cash Flow Information:
Cash paid to third parties for interest	$		$
Cash paid for income taxes, net of cash refunds received

See accompanying notes to condensed consolidated financial statements.

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$

()

$

()

Provision (benefit) for risk-sharing obligations

()

Provision (benefit) for loan credit losses

()

Provision (benefit) for other credit losses

—

Provision (benefit) for credit losses

$

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GSE loans. As of June 30, 2025, the Company has repurchased of the loans and still has a forbearance and indemnification agreement in place for the other loan. The Company foreclosed on of the repurchased loans and now holds an Other Real Estate Owned asset. The asset not yet repurchased, must be repurchased by March 29, 2026 and has an outstanding balance of $ million, net of collateral posted. All repurchased and indemnified loans are delinquent and in non-accrual status.

In addition to the Company’s obligation to repurchase certain loans due to material breaches of representations and warranties as discussed above, the Company also has the option to repurchase loans in certain situations. When the Company’s repurchase option becomes exercisable, such loans must be reported on the Condensed Consolidated Balance Sheets. The Company reports the loans as Loans held for sale, at fair value with a corresponding liability that is included as a component of Warehouse notes payable on the Condensed Consolidated Balance Sheets.

As of June 30, 2025, such loans were included within Loans held for sale, at fair value with corresponding liability in Warehouse notes payable. As of December 31, 2024, the balance of loans with a repurchase option included within Loans held for sale, at fair value was $ million, and the corresponding liability included within Warehouse notes payable (and NOTE 6) was $ million. These are not cash transactions and thus are not reflected in the Condensed Consolidated Statements of Cash Flows.

$

Restricted cash

Pledged cash and cash equivalents (NOTE 9)

Total cash, cash equivalents, restricted cash, and restricted cash equivalents

$

million and a benefit of $ million for the three months ended June 30, 2025 and 2024, respectively, and a shortfall of $ million and a benefit of $ million for the six months ended June 30, 2025 and 2024, respectively.

$

Warehouse interest expense

()

Net warehouse interest income (expense)

$

()

$

()

$

()

$

()

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million and $ million for the three months ended June 30, 2025 and 2024, respectively, and $ million and $ million for the six months ended June 30, 2025 and 2024, respectively.

$

Loan origination and debt brokerage fees, net

Property sales broker fees

Investment management fees

Investment banking revenues, appraisal revenues, subscription revenues, syndication fees, and other revenues

Other revenues

Total revenues derived from contracts with customers

$

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billion as of both June 30, 2025 and December 31, 2024. The Company uses a discounted static cash flow valuation approach, and the key economic assumptions are the discount rate and placement fee rate. See the following sensitivities showing the changes in fair value related to changes in these key economic assumptions:

basis point increase

$

basis point increase

Placement Fee Rate

basis point decrease

$

basis point decrease

These sensitivities are hypothetical and should be used with caution. These estimates do not include interplay among assumptions and are estimated as a portfolio rather than individual assets.

Activity related to capitalized MSRs (net of accumulated amortization) for the three and six months ended June 30, 2025 and 2024 follows:

$

Additions, following the sale of loan

Amortization

()

Pre-payments and write-offs

()

Ending balance

$

The following table summarizes the gross value, accumulated amortization, and net carrying value of the Company’s MSRs as of June 30, 2025 and December 31, 2024:

$

Accumulated amortization

()

Net carrying value

$

The expected amortization of MSRs held in the Condensed Consolidated Balance Sheet as of June 30, 2025 is shown in the table below. Actual amortization may vary from these estimates.

Year Ending December 31,

2026

$

2027

2028

2029

2030

Thereafter

Total

$

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$

Provision (benefit) for risk-sharing obligations

()

Write-offs

—

Ending balance

$

The Company assesses several qualitative and quantitative factors, including the current and expected unemployment rate, macroeconomic conditions, and the multifamily market, to calculate the Company’s CECL allowance each quarter. The key inputs for the CECL allowance are the historical loss rate, the forecast-period loss rate, the reversion-period loss rate, and the unpaid principal balance (“UPB”) of the at-risk servicing portfolio. A summary of the key inputs of the CECL allowance as of the end of each of the quarters presented and the provision (benefit) impact during each quarter for the six months ended June 30, 2025 and 2024 follows:

N/A

Reversion-period loss rate (in basis points)

N/A

Historical loss rate (in basis points)

N/A

At-risk Fannie Mae servicing portfolio UPB (in billions)

$

N/A

CECL allowance (in millions)

$

N/A

Provision (benefit) CECL allowance (in millions)

$


		2024
CECL Allowance Calculation Inputs, Details, and Provision Impact		Q1		Q2		Total
Forecast-period loss rate (in basis points)						N/A
Reversion-period loss rate (in basis points)						N/A
Historical loss rate (in basis points)						N/A
At-risk Fannie Mae servicing portfolio UPB (in billions)	$		$			N/A
CECL allowance (in millions)	$		$			N/A
Provision (benefit) CECL allowance (in millions)	$	()	$	()	$	()

During the first quarters of both 2025 and 2024, the Company updated its 10-year look-back period, resulting in loss data from the earliest year being replaced with the loss data for the most recently completed year. The look-back period update for the three months ended March 31, 2024 resulted in the historical loss rate factor decreasing and the benefit for CECL allowance, as noted in the table above. For the three months ended March 31, 2025, the historical loss rate did not change.

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years compared to years as of December 31, 2024.

Fannie Mae DUS loans and Freddie Mac SBLs had aggregate collateral-based reserves of $ million as of June 30, 2025 compared to Fannie Mae DUS loans and Freddie Mac SBLs that had aggregate collateral-based reserves of $ million as of December 31, 2024.

As of June 30, 2025 and 2024, the maximum quantifiable contingent liability associated with the Company’s guaranties for the at-risk loans serviced under the Fannie Mae DUS agreement was $ billion and $ billion, respectively. This maximum quantifiable contingent liability relates to the at-risk loans serviced for Fannie Mae at the specific point in time indicated. The maximum quantifiable contingent liability is not representative of the actual loss the Company would incur. The Company would be liable for this amount only if all of the loans it services for Fannie Mae, for which the Company retains some risk of loss, were to default and all of the collateral underlying these loans were determined to be without value at the time of settlement.

billion as of June 30, 2025 compared to $ billion as of December 31, 2024.

As of both June 30, 2025 and December 31, 2024, custodial deposit accounts (“escrow deposits”) relating to loans serviced by the Company totaled $ billion. These amounts are not included in the Condensed Consolidated Balance Sheets as such amounts are not Company assets; however, the Company is entitled to placement fees on these escrow deposits, presented within Placement fees and other interest income in the Condensed Consolidated Statements of Income. Certain cash deposits exceed the Federal Deposit Insurance Corporation insurance limits; however, the Company believes it has mitigated this risk by holding uninsured deposits at large national banks.

billion with certain national banks and a $ billion uncommitted facility with Fannie Mae (collectively, the “Agency Warehouse Facilities”). In support of these Agency Warehouse Facilities, the Company has pledged substantially all of its loans held for sale under the Company’s approved programs. The Company’s ability to originate mortgage loans for sale depends upon its ability to secure and maintain these types of short-term financings on acceptable terms.

The interest rate for all the Company’s warehouse facilities is based on an Adjusted Term Secured Overnight Financing Rate (“SOFR”). The maximum amount and outstanding borrowings under Agency Warehouse Facilities as of June 30, 2025 follow:

$

SOFR plus %

Agency Warehouse Facility #2

SOFR plus %

Agency Warehouse Facility #3

SOFR plus %

Agency Warehouse Facility #4

SOFR plus % to %

Agency Warehouse Facility #5

SOFR plus %

Total National Bank Agency Warehouse Facilities

$

Fannie Mae repurchase agreement, uncommitted line and open maturity

—

Total Agency Warehouse Facilities

$

(1)	Interest rate presented does not include the effect of any applicable interest rate floors.

During 2025, the following amendments to the Company’s Agency Warehouse Facilities were executed in the normal course of business to support the Company’s business. No other material modifications have been made to the Agency Warehouse Facilities during the year.

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.

The maturity date of Agency Warehouse Facility #3 was extended to .

The maturity date of Agency Warehouse Facility #4 was extended to .

Notes Payable

The Company has a senior secured credit agreement, which has been amended several times, that provides for a $ million term loan (the “Term Loan”) and a revolving credit facility of $ million. As of June 30, 2025, the balance of the Term Loan was $ million and the revolving credit facility did t have an outstanding balance. The Company also has $ million aggregate principal amount of senior unsecured notes (“Senior Notes”) as of June 30, 2025.

The warehouse facilities and notes payable are subject to various financial covenants. The Company is in compliance with all of these financial covenants as of June 30, 2025.

$

Additions from acquisitions

Ending gross goodwill balance

$

Roll Forward of Accumulated Goodwill Impairment

Beginning balance

$

—

$

—

$

Impairment

Ending accumulated goodwill impairment

$

—

$

—

$

Goodwill

$

(1)As of June 30, 2025 and 2024 and December 31, 2024 and 2023, goodwill was allocated to the Corporate reportable segment.

Other Intangible Assets

Activity related to other intangible assets for the six months ended June 30, 2025 and 2024 follows:

$

Amortization

()

Ending balance

$

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$

Accumulated amortization

()

Net carrying value

$

The expected amortization of other intangible assets shown in the Condensed Consolidated Balance Sheet as of June 30, 2025 is shown in the table below. Actual amortization may vary from these estimates.

Year Ending December 31,

2026

$

2027

2028

2029

2030

Thereafter

Total

$

Contingent Consideration Liabilities

A summary of the Company’s contingent consideration liabilities, which are included in Other liabilities in the Condensed Consolidated Balance Sheets, as of and for the six months ended June 30, 2025 and 2024 follows:

$

Accretion

Payments

()

Ending balance

$

The contingent consideration liabilities presented in the table above relate to acquisitions of debt brokerage and investment sales brokerage companies and other acquisitions, all completed over the past several years. The contingent consideration for each of the acquisitions may be earned over various lengths of time after each acquisition, with a maximum earnout period of , provided certain revenue targets and other metrics have been met. The last of the earnout periods related to the contingent consideration ends in the third quarter of 2027.

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$

—

$

Pledged securities

—

Derivative assets

—

Total

$

—

$

Liabilities

Derivative liabilities

$

—

$

—

$

Notes payable —Senior Notes

—

Contingent consideration liabilities⁽¹⁾

—

Total

$

—

$

December 31, 2024

Assets

Loans held for sale

$

—

$

—

$

Pledged securities

—

Derivative assets

—

Total

$

—

$

Liabilities

Derivative liabilities

$

—

$

—

$

Contingent consideration liabilities⁽¹⁾

—

Total

$

—

$

(1)

For a detailed roll forward of this Level 3 liability, refer to “Roll Forward of Contingent Consideration Liabilities” in NOTE 7.

There were transfers between any of the levels within the fair value hierarchy during the six months ended June 30, 2025 or 2024.

Undesignated derivative instruments related to the Company’s mortgage banking activities (Level 2) are outstanding for short periods of time (generally less than ). Designated derivatives related to interest rate swaps are outstanding for the length of the hedged item, which currently matures on April 1, 2033. A roll forward of derivative instruments is presented below for the three and six months ended June 30, 2025 and 2024:

$

Settlements

()

Realized gains (losses) recorded in earnings⁽¹⁾

Unrealized gains (losses) recorded in earnings⁽¹⁾⁽²⁾

Ending balance

$

(1)

Realized and unrealized gains (losses) from undesignated derivatives are recognized in Loan origination and debt brokerage fees, net and Fair value of expected net cash flows from servicing, net in the Condensed Consolidated Statements of Income.

(2)

Unrealized gain (loss) from designated derivatives is recognized in Interest expense on corporate debt in the Condensed Consolidated Statements of Income.

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Monte Carlo Simulation

Probability of earnout achievement

% - %

%

(1)	Significant changes in this input may lead to significant changes in the fair value measurements.

(2)	Contingent consideration weighted based on maximum remaining gross earnout amount.

The carrying amounts and the fair values of the Company's financial instruments as of June 30, 2025 and December 31, 2024 are presented below:

$

Restricted cash

Level 1

Pledged securities

Level 1 & 2

Loans held for sale

Level 2

Loans held for investment, net⁽¹⁾

Level 3

Derivative assets⁽¹⁾

Level 2

Total financial assets

$

Financial Liabilities:

Derivative liabilities⁽²⁾

Level 2

$

Contingent consideration liabilities⁽²⁾

Level 3

Secured borrowings⁽²⁾ (NOTE 2)

Level 2

Warehouse notes payable⁽³⁾

Level 2

Notes payable⁽³⁾⁽⁴⁾

Level 2

Total financial liabilities

$

(1)

Included as a component of Other assets on the Condensed Consolidated Balance Sheets.

(2)

Included as a component of Other liabilities on the Condensed Consolidated Balance Sheets.

(3)

Carrying value includes unamortized debt issuance costs.

(4)

Carrying value includes unamortized debt discount.

Fair Value of Undesignated Derivative Instruments and Loans Held for Sale—In the normal course of business, the Company enters into contractual commitments to originate and sell multifamily mortgage loans at fixed prices with fixed expiration dates. The commitments become effective when the borrowers "lock-in" a specified interest rate within time frames established by the Company. All mortgagors are evaluated for creditworthiness prior to the extension of the commitment. Market risk arises if interest rates move adversely between the time of the "lock-in" of rates by the borrower and the sale date of the loan to an investor.

To mitigate the effect of the interest rate risk inherent in providing rate lock commitments to borrowers, the Company enters into a sale commitment with the investor simultaneously with the rate lock commitment with the borrower. The sale contract with the investor locks in an interest rate and price for the sale of the loan. The terms of the contract with the investor and the rate lock with the borrower are matched in substantially all respects, with the objective of eliminating interest rate risk to the extent practical. Sale commitments with the investors have an expiration date that is longer than the Company’s related commitments to the borrower to allow for, among other things, the closing of the loan and processing of paperwork to deliver the loan into the sale commitment.

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$

()

$

—

Forward sale contracts

—

()

—

Loans held for sale⁽³⁾

—

Total undesignated derivatives

$

—

$

()

$

Designated derivatives

Interest rate swap

—

()

—

()

—

Senior Notes⁽⁴⁾

—

Total designated derivatives

$

—

$

—

$

—

$

—

$

()

$

Total

$

—

$

()

$

December 31, 2024

Rate lock commitments

$

()

$

()

$

—

Forward sale contracts

—

()

—

Loans held for sale

()

—

()

Total

$

—

$

()

$

()

(1)	Included as a component of Other assets on the Condensed Consolidated Balance Sheets.

(2)	Included as a component of Other liabilities on the Condensed Consolidated Balance Sheets.

(3)	Fair value adjustment included as an adjustment to Loans held for sale, at fair value on the Condensed Consolidated Balance Sheets.

(4)	Fair value adjustment included as an adjustment to Notes payable on the Condensed Consolidated Balance Sheets.

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basis points, which is funded over a -month period that begins upon delivery of the loan to Fannie Mae. Pledged securities held in the form of money market funds holding U.S. Treasuries are discounted %, and Agency MBS are discounted % for purposes of calculating compliance with the restricted liquidity requirements. As seen below, the Company held the majority of its pledged securities in Agency MBS as of June 30, 2025. The majority of the loans for which the Company has risk sharing are Tier 2 loans.

The Company is in compliance with the June 30, 2025 collateral requirements as outlined above. As of June 30, 2025, reserve requirements for the DUS loan portfolio will require the Company to fund $ million in additional restricted liquidity over the next , assuming no further principal paydowns, prepayments, or defaults within the at-risk portfolio. Fannie Mae has reassessed the DUS Capital Standards in the past and may make changes to these standards in the future. The Company generates sufficient cash flow from its operations to meet these capital standards and does not expect any future changes to have a material impact on its future operations; however, any future increases to collateral requirements may adversely impact the Company’s available cash.

Fannie Mae has established benchmark standards for capital adequacy and reserves the right to terminate the Company's servicing authority for all or some of the portfolio if, at any time, it determines that the Company's financial condition is not adequate to support its obligations under the DUS agreement. The Company is required to maintain acceptable net worth, as defined in the agreement, and the Company satisfied the requirements as of June 30, 2025. The net worth requirement is derived primarily from unpaid principal balances on Fannie Mae loans and the level of risk sharing. As of June 30, 2025, the net worth requirement was $ million, and the Company's net worth, as defined in the requirements, was $ billion, as measured at the Company’s wholly owned operating subsidiary, Walker & Dunlop, LLC. As of June 30, 2025, the Company was required to maintain at least $ million of liquid assets to meet operational liquidity requirements for Fannie Mae, Freddie Mac, HUD, and Ginnie Mae, and the Company had operational liquidity, as defined in the requirements, of $ million as of June 30, 2025, as measured at the Company’s wholly owned operating subsidiary, Walker & Dunlop, LLC.

Pledged Securities, at Fair Value—Pledged securities, at fair value on the Condensed Consolidated Balance Sheets consisted of the following balances as of June 30, 2025 and 2024, and December 31, 2024 and 2023:

$

Money market funds

Total pledged cash and cash equivalents

$

Agency MBS

Total pledged securities, at fair value

$

The information in the preceding table is presented to reconcile beginning and ending cash, cash equivalents, restricted cash, and restricted cash equivalents in the Condensed Consolidated Statements of Cash Flows as more fully discussed in NOTE 2.

The Company’s investments included within Pledged securities, at fair value consist primarily of money market funds and Agency debt securities. The investments in Agency debt securities consist of multifamily Agency MBS and are all accounted for as AFS securities. A detailed discussion of the Company’s accounting policies regarding the allowance for credit losses for AFS securities is included in NOTE 2 of the

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$

Amortized cost

Total gains for securities with net gains in AOCI

Total losses for securities with net losses in AOCI

()

Fair value of securities with unrealized losses

Pledged securities with a fair value of $ million, an amortized cost of $ million, and a net unrealized loss of $ million have been in a continuous unrealized loss position for more than 12 months. All securities that have been in a continuous loss position are Agency debt securities that carry a guarantee of the contractual payments; therefore, an allowance for credit losses has not been recorded.

The following table provides contractual maturity information related to Agency MBS. The money market funds invest in short-term Federal Government and Agency debt securities and have no stated maturity date.

After five years through ten years

After ten years

Total

$

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$

Less: dividends and undistributed earnings allocated to participating securities

Net income applicable to common stockholders

$

Weighted-average basic shares outstanding

Basic EPS

$

Calculation of diluted EPS

Net income applicable to common stockholders

$

Add: reallocation of dividends and undistributed earnings based on assumed conversion

—

Net income allocated to common stockholders

$

Weighted-average basic shares outstanding

Add: weighted-average diluted non-participating securities

Weighted-average diluted shares outstanding

Diluted EPS

$

The assumed proceeds used for calculating the dilutive impact of restricted stock awards under the treasury-stock method include the unrecognized compensation costs associated with the awards. For the three and six months ended June 30, 2025, thousand average restricted shares and thousand average restricted shares, respectively, were excluded from the computation of diluted EPS under the treasury-stock method. For the three and six months ended June 30, 2024, thousand average restricted shares and thousand average restricted shares, respectively, were excluded from the computation. These average restricted shares were excluded from the computation of diluted EPS under the treasury method because the effect would have been anti-dilutive (the exercise price of the options, or the grant date market price of the restricted shares was greater than the average market price of the Company’s shares of common stock during the periods presented).

In February 2025, the Company’s Board of Directors approved a stock repurchase program that permits the repurchase of up to $ million of the Company’s common stock over a period beginning on February 21, 2025 (the “2025 Stock Repurchase Program”). During the first six months of 2025, the Company did t repurchase any shares of its common stock under the 2025 Stock Repurchase Program. As of June 30, 2025, the Company had $ million of authorized share repurchase capacity remaining under the 2025 Stock Repurchase Program.

During the first and second quarters of 2025, the Company paid a dividend of $ per share. On , the Company’s Board of Directors declared a dividend of $ per share for the third quarter of 2025. The dividend will be paid on to all holders of record of the Company’s restricted and unrestricted common stock as of .

The Company awarded $ million and $ million of stock to settle compensation liabilities, a non-cash transaction, for the six months ended June 30, 2025 and 2024, respectively.

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reportable segments. The reportable segments are determined based on the product or service provided and reflect the manner in which management is currently evaluating the Company’s financial information.

(i)

Capital Markets—CM provides a comprehensive range of commercial real estate finance products to the Company’s customers, including Agency lending, debt brokerage, property sales, and appraisal and valuation services. The Company’s long-established relationships with the Agencies and institutional investors enable CM to offer a broad range of loan products and services to the Company’s customers, including first mortgage, second trust, supplemental, construction, mezzanine, preferred equity, and small-balance loans. CM provides property sales services to owners and developers of multifamily properties and commercial real estate and multifamily property appraisals for various lenders and investors. CM also provides real estate-related investment banking and advisory services, including housing market research.

As part of Agency lending, CM temporarily funds the loans it originates (loans held for sale) before selling them to the Agencies and earns net interest income on the spread between the interest income on the loans and the warehouse interest expense. For Agency loans, CM recognizes the fair value of expected net cash flows from servicing, which represents the right to receive future servicing fees. CM also earns fees for origination of loans for both Agency lending and debt brokerage, fees for property sales, appraisals, and investment banking and advisory services, and subscription revenue for its housing market research. Direct internal, including compensation, and external costs that are specific to CM are included within the results of this reportable segment.

(ii)

Servicing & Asset Management—SAM’s activities include: (i) servicing and asset-managing the portfolio of loans the Company (a) originates and sells to the Agencies, (b) brokers to certain life insurance companies, and (c) originates through its principal lending and investing activities, and (ii) managing third-party capital invested in commercial real estate assets through senior secured debt or limited partnership equity instruments, e.g., preferred equity, mezzanine debt, etc., either through funds or direct investments, and (iii) managing third-party capital invested in tax credit equity funds focused on the LIHTC sector and other commercial real estate.

SAM earns revenue mainly through fees for servicing and asset-managing the loans in the Company’s servicing portfolio and asset management fees for managing third-party capital. Direct internal, including compensation, and external costs that are specific to SAM are included within the results of this reportable segment.

(iii)

Corporate—The Corporate segment consists primarily of the Company’s treasury operations and other corporate-level activities. The Company’s treasury activities include monitoring and managing liquidity and funding requirements, including corporate debt. Other corporate-level activities include equity-method investments, accounting, information technology, legal, human resources, marketing, internal audit, and various other corporate groups (“support functions”). The Company does not allocate costs from these support functions to the CM or SAM segments in presenting segment operating results. The Company allocates interest expense and income tax expense. Corporate debt and the related interest expense are allocated first based on specific acquisitions where debt was directly used to fund the acquisition, such as the acquisition of Alliant, and then based on the remaining segment assets. Income tax expense is allocated proportionally based on income from operations at each segment, except for significant one-time tax activities, which are allocated entirely to the segment impacted by the tax activity.

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$

—

$

Fair value of expected net cash flows from servicing, net

—

Servicing fees

—

Property sales broker fees

—

Investment management fees

—

Net warehouse interest income (expense)

()

—

()

Placement fees and other interest income

—

Other revenues

Total revenues

$

Expenses

Personnel⁽¹⁾

$

Amortization and depreciation

Provision (benefit) for credit losses

—

Interest expense on corporate debt

Other operating expenses

Total expenses

$

Income (loss) from operations

$

()

$

Income tax expense (benefit)

()

Net income (loss) before noncontrolling interests

$

()

$

Less: net income (loss) from noncontrolling interests

—

()

—

()

Walker & Dunlop net income (loss)

$

()

$

Diluted EPS

$

()

$

Operating margin

%

()

%

(1)	Personnel expense is primarily composed of the cost of salaries and benefits, payroll taxes, subjective and objective bonuses, commissions, retention bonuses, and share-based compensation.

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—

$

Fair value of expected net cash flows from servicing, net

—

Servicing fees

—

Property sales broker fees

—

Investment management fees

—

Net warehouse interest income (expense)

()

—

()

Placement fees and other interest income

—

Other revenues

Total revenues

$

Expenses

Personnel⁽¹⁾

$

Amortization and depreciation

Provision (benefit) for credit losses

—

Interest expense on corporate debt

Other operating expenses

Total expenses

$

Income (loss) from operations

$

()

$

Income tax expense (benefit)

()

Net income (loss) before noncontrolling interests

$

()

$

Less: net income (loss) from noncontrolling interests

()

—

()

Walker & Dunlop net income (loss)

$

()

$

Diluted EPS

$

()

$

Operating margin

%

()

%

(1)	Personnel expense is primarily composed of the cost of salaries and benefits, payroll taxes, subjective and objective bonuses, commissions, retention bonuses, and share-based compensation.

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$

—

$

Fair value of expected net cash flows from servicing, net

—

Servicing fees

—

Property sales broker fees

—

Investment management fees

—

Net warehouse interest income (expense)

()

—

()

Placement fees and other interest income

—

Other revenues

Total revenues

$

Expenses

Personnel⁽¹⁾

$

Amortization and depreciation

Provision (benefit) for credit losses

—

Interest expense on corporate debt

Other operating expenses

Total expenses

$

Income (loss) from operations

$

()

$

Income tax expense (benefit)

()

Net income (loss) before noncontrolling interests

$

()

$

Less: net income (loss) from noncontrolling interests

—

()

—

()

Walker & Dunlop net income (loss)

$

()

$

Total assets

$

Diluted EPS

$

()

$

Operating margin

%

()

%

(1)	Personnel expense is primarily composed of the cost of salaries and benefits, payroll taxes, subjective and objective bonuses, commissions, retention bonuses, and share-based compensation.

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$

—

$

Fair value of expected net cash flows from servicing, net

—

Servicing fees

—

Property sales broker fees

—

Investment management fees

—

Net warehouse interest income (expense)

()

—

()

Placement fees and other interest income

—

Other revenues

Total revenues

$

Expenses

Personnel⁽¹⁾

$

Amortization and depreciation

Provision (benefit) for credit losses

—

Interest expense on corporate debt

Other operating expenses

Total expenses

$

Income (loss) from operations

$

()

$

Income tax expense (benefit)

()

Net income (loss) before noncontrolling interests

$

()

$

Less: net income (loss) from noncontrolling interests

()

—

()

Walker & Dunlop net income (loss)

$

()

$

Total assets

$

Diluted EPS

$

()

$

Operating margin

%

()

%

(1)	Personnel expense is primarily composed of the cost of salaries and benefits, payroll taxes, subjective and objective bonuses, commissions, retention bonuses, and share-based compensation.

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$

Restricted cash

Receivables, net

Other Assets

Total assets of consolidated VIEs

$

Liabilities:

Other liabilities

$

Total liabilities of consolidated VIEs

$

The table below presents the carrying value and classification of the Company’s interests in nonconsolidated VIEs included in the Condensed Consolidated Balance Sheets:

$

Other assets: Equity-method investments

Total interests in nonconsolidated VIEs

$

Liabilities

Commitments to fund investments in tax credit equity

$

Total commitments to fund nonconsolidated VIEs

$

Maximum exposure to losses⁽¹⁾⁽²⁾

$

(1)

Maximum exposure is determined as “Total interests in nonconsolidated VIEs.” The maximum exposure for the Company’s investments in tax credit equity is limited to the carrying value of its investment, as there are no funding obligations or other commitments related to the nonconsolidated VIEs other than the amounts presented in the table above.

(2)

Based on historical experience and the underlying expected cash flows from the underlying investment, the maximum exposure of loss is not representative of the actual loss, if any, that the Company may incur.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the historical financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q (“Form 10-Q”). The following discussion contains, in addition to historical information, forward-looking statements that include risks and uncertainties. Our actual results may differ materially from those expressed or contemplated in those forward-looking statements as a result of certain factors, including those set forth under the headings “Forward-Looking Statements” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”).

Forward-Looking Statements

Some of the statements in this Form 10-Q of Walker & Dunlop, Inc. and subsidiaries (the “Company,” “Walker & Dunlop,” “we,” “us,” or “our”), may constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans, or intentions.

The forward-looking statements contained in this Form 10-Q reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions, and changes in circumstances that may cause actual results to differ significantly from those expressed or contemplated in any forward-looking statement. Statements regarding the following subjects, among others, may be forward-looking:

●

the future of the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac,” and together with Fannie Mae, the “GSEs”), including their existence, relationship to the U.S. federal government, recapitalization, origination capacities, and their impact on our business;

●

changes to and trends in the interest rate environment and its impact on our business;

●

our growth strategy;

●

our projected financial condition, liquidity, and results of operations;

●

our ability to obtain and maintain warehouse and other loan funding arrangements;

●

our ability to make future dividend payments or repurchase shares of our common stock;

●

availability of and our ability to attract and retain qualified personnel and our ability to develop and retain relationships with borrowers, key principals, and lenders;

●

degree and nature of our competition;

●

changes in governmental regulations, policies, and programs, tax laws and rates, tariffs and global trade policies, and similar matters, and the impact of such regulations, policies, and actions;

●

our ability to comply with the laws, rules, and regulations applicable to us, including additional regulatory requirements for broker-dealer and other financial services firms;

●

trends in the commercial real estate finance market, commercial real estate values, the credit and capital markets, or the general economy, including rent growth and demand for multifamily housing and low-income housing tax credits;

●

general volatility of the capital markets and the market price of our common stock; and

●

other risks and uncertainties associated with our business described in our 2024 Form 10-K and our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission.

While forward-looking statements reflect our good-faith projections, assumptions, and expectations, they do not guarantee future results. Furthermore, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by applicable law. For further discussion of these and other factors that could cause future results to differ materially from those expressed or contemplated in any forward-looking statements, see Part I, Item 1A. Risk Factors in our 2024 Form 10-K.

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Business

Overview

We are a leading commercial real estate (i) services, (ii) finance, and (iii) technology company in the United States. Through investments in people, brand, and technology, we have built a diversified suite of commercial real estate services to meet the needs of our customers. Our services include (i) multifamily lending, property sales, appraisal, valuation, and research, (ii) commercial real estate debt brokerage and advisory services, (iii) investment management, and (iv) affordable housing lending, property sales, tax credit syndication, development, and investment. We leverage our technological resources and investments to (i) provide an enhanced experience for our customers, (ii) identify refinancing and other financial and investment opportunities for new and existing customers, and (iii) drive efficiencies in our internal processes. We believe our people, brand, and technology provide us with a competitive advantage, as evidenced by 58% of refinancing volumes coming from new loans to us and 17% of total transaction volumes coming from new customers for the six months ended June 30, 2025.

We are one of the largest service providers to multifamily operators in the country. We originate, sell, and service a range of multifamily and other commercial real estate financing products, including loans through the programs of the GSEs, and the Federal Housing Administration, a division of the U.S. Department of Housing and Urban Development (together with Ginnie Mae, “HUD”) (collectively, the “Agencies”). We retain servicing rights and asset management responsibilities on substantially all loans that we originate for the Agencies’ programs. We broker, and occasionally service, loans to commercial real estate operators for many life insurance companies, commercial banks, and other institutional investors, in which cases we do not fund the loan but rather act as a loan broker.

We provide multifamily property sales brokerage and appraisal and valuation services and engage in commercial real estate investment management activities, including a focus on the affordable housing sector through low-income housing tax credit (“LIHTC”) syndication. We engage in the development of affordable housing projects through joint ventures with real estate developers. We provide housing market research and real estate-related investment banking and advisory services, which provide our clients and us with market insight into many areas of the housing market. Our clients are owners and developers of multifamily properties and other commercial real estate assets across the country. We also underwrite, service, and asset-manage shorter-term loans on transitional commercial real estate. Most of these shorter-term loans are closed through a joint venture or through separate accounts managed by our investment management subsidiary, Walker & Dunlop Investment Partners, Inc. (“WDIP”). We are a leader in commercial real estate technology through developing and acquiring technology resources that (i) provide innovative solutions and a better experience for our customers, (ii) allow us to drive efficiencies across our internal processes, and (iii) allow us to accelerate growth of our small-balance lending business and our appraisal platform, Apprise by Walker & Dunlop (“Apprise”).

Walker & Dunlop, Inc. is a holding company. We conduct the majority of our operations through Walker & Dunlop, LLC, our operating company.

Segments

Our executive leadership team, which functions as our chief operating decision making body, makes decisions and assesses performance based on the following three reportable segments: (i) Capital Markets, (ii) Servicing & Asset Management, and (iii) Corporate. The reportable segments are determined based on the product or service provided and reflect the manner in which management is currently evaluating the Company’s financial information. The segments and related services are described in the following paragraphs.

Capital Markets (“CM”)

CM provides a comprehensive range of commercial real estate finance products to our customers, including Agency lending, debt brokerage, property sales, appraisal and valuation services, and real estate-related investment banking and advisory services, including housing market research. Our long-established relationships with the Agencies and institutional investors enable us to offer a broad range of loan products and services to our customers. We provide property sales services to owners and developers of multifamily and hospitality properties and commercial real estate appraisals for various lenders and investors. Additionally, we earn subscription fees for our housing related research. The primary services within CM are described below. For additional information on our CM services, refer to Item 1. Business in our 2024 Form 10-K.

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Agency Lending

We are one of the leading lenders with the Agencies, where we originate and sell multifamily, manufactured housing communities, student housing, affordable housing, seniors housing, and small-balance multifamily loans.

We recognize Loan origination and debt brokerage fees, net and the Fair value of expected net cash flows from servicing, net from our lending with the Agencies when we commit to both originate a loan with a borrower and sell that loan to an investor. The loan origination and debt brokerage fees, net and the fair value of expected net cash flows from servicing, net for these transactions reflect the fair value attributable to loan origination fees, premiums on the sale of loans, net of any co-broker fees, and the fair value of the expected net cash flows associated with servicing the loans, net of any guaranty obligations retained.

We generally fund our Agency loan products through warehouse facility financing and sell them to investors in accordance with the related loan sale commitment, which we obtain concurrent with rate lock. Proceeds from the sale of the loan are used to pay off the warehouse facility borrowing. The sale of the loan is typically completed within 60 days after the loan is closed. We earn net warehouse interest income or expense from loans held for sale while they are outstanding equal to the difference between the note rate on the loan and the cost of borrowing of the warehouse facility. Our cost of borrowing can exceed the note rate on the loan, resulting in a net interest expense.

Our loan commitments and loans held for sale are currently not exposed to unhedged interest rate risk during the loan commitment, closing, and delivery process. The sale or placement of each loan to an investor is negotiated at the same time as we establish the coupon rate for the loan. We also seek to mitigate the risk of a loan not closing by collecting good faith deposits from the borrower. The deposit is returned to the borrower only after the loan is closed. Any potential loss from a catastrophic change in the property condition while the loan is held for sale using warehouse facility financing is mitigated through property insurance equal to replacement cost. We are also protected contractually from an investor’s failure to purchase the loan. We have experienced an insignificant number of failed deliveries in our history and have incurred insignificant losses on such failed deliveries.

We may be obligated to repurchase loans that are originated for the Agencies’ programs if certain representations and warranties that we provide in connection with such originations are breached.

As part of our overall growth strategy, we are focused on significantly growing and investing in our small-balance multifamily lending platform, which involves a high volume of transactions with smaller loan balances. We have supported our small-balance lending platform with acquisitions in the past that have provided data analytics, software development, and technology products in this area.

Debt Brokerage

Our mortgage bankers who focus on debt brokerage are engaged by borrowers to work with banks, and various other institutional lenders to find the most appropriate debt and/or equity solution for the borrowers’ needs. These financing solutions are funded directly by the lender, and we receive an origination fee for our services. On occasion, we service the loans after they are originated by the lender.

Private Client (Small Balance) Lending

We generally define private clients in the multifamily sector as customers that operate fewer than 2,000 units. Private clients make up a substantial portion of the ownership of multifamily assets in the United States. As part of our overall growth strategy, we are focused on significantly growing and investing in our private client, or small-balance, multifamily lending platform, which involves a high volume of transactions with smaller loan balances. We have supported our small-balance lending platform with acquisitions in the past that have pro-vided data analytics, software development, and technology products to this customer segment. These acquisitions have advanced our technology development capabilities in this area, and our expectation is that the products we develop will be used in our middle market and institutional lending businesses when the products are mature and proven successful

Property Sales

Through our subsidiary Walker & Dunlop Investment Sales, LLC (“WDIS”), we offer property sales brokerage services to owners and developers of multifamily and hospitality properties that are seeking to sell these properties. Through these property sales brokerage services, we seek to maximize proceeds and certainty of closure for our clients using our knowledge of the commercial real estate and capital markets and relying on our experienced transaction professionals. We receive a sales commission for brokering the sale of these assets on behalf of our

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clients, and we often are able to provide financing for the purchaser of the properties through the Agencies or debt brokerage entities. We have increased the number of property sales brokers and the geographical reach of our investment sales platform over the past several years through hiring and acquisitions and intend to continue this expansion in support of our growth strategy, geographical reach, and service offerings. Our geographical reach now covers many major markets in the United States, and our service offerings now include sales of land, student, senior housing, hospitality, and affordable properties.

Housing Market Research and Real Estate Investment Banking Services

Our subsidiary Zelman & Associates (“Zelman”) is a nationally recognized housing market research and investment banking firm that enhances the information we provide to our clients and increases our access to high-quality market insights in many areas of the housing market, including construction trends, demographics, housing demand and mortgage finance. Zelman generates revenues through the sale of its housing market research data and related publications to banks, investment banks and other financial institutions. Zelman is also a leading independent investment bank providing comprehensive M&A advisory services and capital markets solutions to our clients within the housing and commercial real estate sectors. Prior to the fourth quarter of 2024, we owned a 75% controlling interest in Zelman. During the fourth quarter of 2024, we purchased the remaining 25% interest in Zelman.

Appraisal and Valuation Services

We offer multifamily appraisal and valuation services though our subsidiary, Apprise. Apprise leverages technology and data science to dramatically improve the consistency, transparency, and speed of multifamily property appraisals in the U.S. through our proprietary technology and provides appraisal services to a client list that includes many national commercial real estate lenders. Apprise also provides quarterly and annual valuation services to some of the largest institutional commercial real estate investors in the country. The growth strategy has resulted in an increase in our market share of the appraisal market over the past several years. Additionally, these valuation specialists provide support for and insight to our Agency lending and property sales professionals.

Servicing & Asset Management (“SAM”)

SAM focuses on servicing and asset-managing the portfolio of loans we originate and sell to the Agencies, broker to certain life insurance companies, and originate through our principal lending and investing activities, and managing third-party capital invested in tax credit equity funds focused on the affordable housing sector and other commercial real estate. We earn servicing fees for overseeing the loans in our servicing portfolio and asset management fees for the capital invested in our funds. Additionally, we earn revenue through net interest income on the loans held for investment and the associated warehouse interest expense. The primary services within SAM are described below. For additional information on our SAM services, refer to Item 1. Business in our 2024 Form 10-K.

Loan Servicing

We retain servicing rights and asset management responsibilities on substantially all of our Agency loan products that we originate and sell and generate cash revenues from the fees we receive for servicing the loans, from the placement fees on escrow deposits held on behalf of borrowers, and from other ancillary fees relating to servicing the loans. Servicing fees, which are based on servicing fee rates set at the time an investor agrees to purchase the loan and on the unpaid principal balance of the loan, are generally paid monthly for the duration of the loan. Our Fannie Mae and Freddie Mac servicing arrangements generally provide prepayment protection to us in the event of a voluntary prepayment. For loans serviced outside of Fannie Mae and Freddie Mac, we typically do not have similar prepayment protections. For most loans we service under the Fannie Mae Delegated Underwriting and Servicing (“DUS”) program, we are required to advance the principal and interest payments and guarantee fees for four months should a borrower cease making payments under the terms of their loan, including while that loan is in forbearance. After advancing for four months, we may request reimbursement by Fannie Mae for the principal and interest advances, and Fannie Mae will reimburse us for these advances within 60 days of the request. Under the Ginnie Mae program, we are obligated to advance the principal and interest payments and guarantee fees until the HUD loan is brought current, fully paid or assigned to HUD. We are eligible to assign a loan to HUD once it is in default for 30 days. If the loan is not brought current, or the loan otherwise defaults, we are not reimbursed for our advances until such time as we assign the loan to HUD and file a claim for mortgage insurance benefits or work out a payment modification for the borrower. For loans in default, we may repurchase those loans out of the Ginnie Mae security, at which time our advance requirements cease, and we may then modify and resell the loan or assign the loan back to HUD and be reimbursed for our advances. We are not obligated to make advances on the loans we service under the Freddie Mac Optigo® program and our bank and life insurance company servicing agreements.

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We have risk-sharing obligations on substantially all loans we originate under the Fannie Mae DUS program. When a Fannie Mae DUS loan is subject to full risk-sharing, we absorb losses on the first 5% of the unpaid principal balance of a loan at the time of loss settlement, and above 5% we share a percentage of the loss with Fannie Mae, with our maximum loss capped at 20% of the original unpaid principal balance of the loan (subject to doubling or tripling if the loan does not meet specific underwriting criteria or if the loan defaults within 12 months of its sale to Fannie Mae). Our full risk-sharing is currently limited to loans up to $300 million, which equates to a maximum loss per loan of $60 million (such exposure would occur in the event that the underlying collateral is determined to be completely without value at the time of loss). For loans in excess of $300 million, we receive modified risk-sharing. We also may request modified risk-sharing at the time of origination on loans below $300 million, which reduces our potential risk-sharing losses from the levels described above if we do not believe that we are being fully compensated for the risks of the transactions. The full risk-sharing limit in prior years was less than $300 million. Accordingly, loans originated in prior years were subject to risk-sharing at lower levels. In limited circumstances we have agreed, and may in the future agree, with Fannie Mae to increase our loss sharing up to 100% of a loan’s UPB in lieu of the risk-sharing agreement described above.

Our servicing fees for risk-sharing loans include compensation for the risk-sharing obligations and are substantially larger than the servicing fees we would receive from Fannie Mae for loans with no risk-sharing obligations. We receive a lower servicing fee for modified risk-sharing than for full risk-sharing. For brokered loans that we also service, we collect ongoing servicing fees while those loans remain in our servicing portfolio. The servicing fees we typically earn on brokered loan transactions are lower than the servicing fees we earn on Agency loans.

Investment Management

Through our investment management subsidiary, WDIP, we function as the operator of a private commercial real estate investment adviser focused on the management of debt, JV equity, and preferred equity investments in middle-market commercial real estate. WDIP’s current regulatory assets under management (“AUM”) of $2.6 billion primarily consist of four equity investment vehicles: Fund IV, Fund V, Fund VI, and Fund VII, (the “Equity Funds”) and two credit funds, Debt Fund I, and Debt Fund II (the “Debt Funds”), as well as separate accounts managed primarily for life insurance companies and a preferred equity JV with a large Canadian pension fund. AUM for the Equity Funds consists of both unfunded commitments and funded investments. WDIP receives management fees based on both unfunded commitments and funded investments in the Equity Funds and on funded investments for the Debt Funds and the other investment vehicles. Additionally, with respect to the Equity and Debt Funds and the preferred equity JV, WDIP receives a percentage of the return above the fund return hurdle rate specified in the fund agreements. We are a co-investor in the Equity Funds, Debt Funds and certain separate accounts.

Affordable Housing Real Estate Services

We provide affordable housing investment management and real estate services through our subsidiaries, collectively known as Walker & Dunlop Affordable Equity (“WDAE”). WDAE is one of the largest tax credit syndicators and affordable housing developers in the U.S. and provides alternative investment management services focused on the affordable housing sector through LIHTC syndication and, development of affordable housing projects through joint ventures. Our affordable housing investment management team works with our developer clients to identify properties that will generate LIHTCs and meet our affordable investors’ needs, and forms limited partnership funds (“LIHTC funds”) with third-party investors that invest in the limited partnership interests in these properties and earns a syndication fee for these services. WDAE serves as the general partner of these LIHTC funds, and it receives fees, such as asset management fees, and a portion of refinance and disposition proceeds as compensation for its work as the general partner of the fund.

We invest, as the managing or non-managing member of joint ventures, with developers of affordable housing projects that are partially funded through LIHTCs. When possible, WDAE syndicates the LIHTC investment necessary to build properties through these joint venture partnerships. The joint ventures earn developer fees, and we receive the portion of the economic benefits commensurate with our investment in the joint ventures, including cash flows from operating activities and sales/refinancing. Additionally, WDAE invests with third-party investors (either in a fund or joint-venture structure) with the goal of preserving affordability on multifamily properties coming out of the LIHTC 15-year compliance period or on which market forces are unlikely to keep the properties affordable.

Corporate

The Corporate segment consists primarily of our treasury operations and other corporate-level activities. Our treasury operations include monitoring and managing our liquidity and funding requirements, including our corporate debt. Other major corporate-level functions include our equity-method investments, accounting, information technology, legal, human resources, marketing, internal audit, and various other corporate groups. For additional information on our Corporate segment, refer to Item 1. Business in our 2024 Form 10-K.

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Basis of Presentation

The accompanying condensed consolidated financial statements include all the accounts of the Company and its wholly owned subsidiaries, and all intercompany transactions have been eliminated.

Critical Accounting Estimates

Our condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), which require management to make estimates based on certain judgments and assumptions that are inherently uncertain and affect reported amounts. The estimates and assumptions are based on historical experience and other factors management believes to be reasonable. Actual results may differ from those estimates and assumptions and the use of different judgments and assumptions may have a material impact on our results. The following critical accounting estimates involve significant estimation uncertainty that may have or is reasonably likely to have a material impact on our financial condition or results of operations. Additional information about our critical accounting estimates and other significant accounting policies is discussed in NOTE 2 of the consolidated financial statements in our 2024 Form 10-K.

Mortgage Servicing Rights (“MSRs”). MSRs are recorded at fair value at loan sale. The fair value at loan sale is based on estimates of expected net cash flows associated with the servicing rights and takes into consideration an estimate of loan prepayment. Initially, the fair value amount is included as a component of the derivative asset fair value at the loan commitment date. The estimated net cash flows from servicing, which includes assumptions for discount rate, placement fees on escrow accounts (“placement fees”), prepayment speeds, and servicing costs, are discounted using a discounted cash flow model at a rate that reflects the credit and liquidity risk of the MSR over the estimated life of the underlying loan. The discount rates used throughout the periods presented for all MSRs were between 8-14% and varied based on the loan type. The life of the underlying loan is estimated giving consideration to the prepayment provisions in the loan and assumptions about loan behaviors around those provisions. Our model for MSRs assumes no prepayment prior to the expiration of the prepayment provisions and full prepayment of the loan at the point when the prepayment provisions have expired. The estimated net cash flows also include cash flows related to the future earnings from placement of escrow accounts associated with servicing the loans. We include a servicing cost assumption to account for our expected costs to service a loan. The estimated placement fee rate associated with servicing the loan increases estimated cash flows, and the estimated future cost to service the loan decreases estimated future cash flows. The servicing cost assumption has had a de minimis impact on the estimate historically. We record an individual MSR asset for each loan at loan sale.

The assumptions used to estimate the fair value of capitalized MSRs are developed internally and are periodically compared to assumptions used by other market participants. Due to the relatively few transactions in the multifamily MSR market and the lack of significant changes in assumptions by market participants, we have experienced limited volatility in the assumptions historically and do not expect to observe significant changes in the foreseeable future, including the assumption that most significantly impacts the estimate: the discount rate. We actively monitor the assumptions used and make adjustments when market conditions change, or other factors indicate such adjustments are warranted. Over the past several years, we have adjusted the placement fee rate assumption several times to reflect the current and expected future earnings rate projected for the life of the MSR as the interest rate environment has experienced significant volatility over the past several years.

Subsequent to loan origination, the carrying value of the MSR is amortized over the expected life of the loan. We engage a third party to assist in determining an estimated fair value of our existing and outstanding MSRs on at least a semi-annual basis, primarily for financial statement disclosure purposes. Changes in our discount rate and placement fee rate assumptions on existing and outstanding MSRs may materially impact the fair value of our MSRs (NOTE 3 of the condensed consolidated financial statements details the portfolio-level impact of hypothetical changes in the discount rate and placement fee rate).

Allowance for Risk-Sharing Obligations. This reserve liability (referred to as “allowance”) for risk-sharing obligations relates to our Fannie Mae at-risk and an insignificant number of Freddie Mac small balance pre-securitized loans (“SBL”) servicing portfolios and is presented as a separate liability on our balance sheets. We record an estimate of the loss reserve for the current expected credit losses (“CECL”) for all loans in these servicing portfolios. For those loans that are collectively evaluated, we use the weighted-average remaining maturity method (“WARM”). WARM uses an average annual loss rate that contains loss content over multiple vintages and loan terms and is used as a foundation for estimating the collective reserves. The average annual loss rate is applied to the estimated unpaid principal balance over the contractual term, adjusted for estimated prepayments and amortization to arrive at the allowance on loans that are collectively evaluated (“CECL Allowance”). The average annual loss rate is applied to the estimated unpaid principal balance over the contractual term, adjusted for estimated prepayments and amortization to arrive at the CECL Allowance for the portion of the portfolio collectively evaluated as described further below.

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One of the key components of a WARM calculation is the runoff rate, which is the expected rate at which loans in the current portfolio will amortize and prepay in the future based on our historical prepayment and amortization experience. We group loans by similar origination dates (vintage) and contractual maturity terms for purposes of calculating the runoff rate. We originate loans under the DUS program with various terms generally ranging from several years to 15 years; each of these various loan terms has a different runoff rate. The runoff rates applied to each vintage and contractual maturity term are determined using historical data; however, changes in prepayment and amortization behavior may significantly impact the estimate. We have not experienced significant changes in the runoff rate since we implemented CECL in 2020.

The weighted-average annual loss rate is calculated using a ten-year look-back period, utilizing the average portfolio balance and settled losses for each year. A ten-year lookback period is used as we believe this period of time includes sufficiently different economic conditions to generate a reasonable estimate of expected results in the future, given the relatively long-term nature of the current portfolio. As the weighted-average annual loss rate utilizes a rolling ten-year look-back period, the loss rate used in the estimate often changes as loss data from earlier periods in the look-back period continue to roll off as new loss data are added. For example, in the first quarter of 2024, loss data from earlier periods in the look-back period with significantly higher losses rolled off and were replaced with more recent loss data with fewer losses, resulting in the weighted-average historical annual loss rate changing from 0.6 basis points to 0.3 basis points.

We currently use one year for our reasonable and supportable forecast period (“forecast period”) as we believe forecasts beyond one year are inherently less reliable. During the forecast period we apply an adjusted loss factor based on generally available economic and unemployment forecasts and a blended loss rate from historical periods that we believe reflect the forecasts. We revert to the historical loss rate over a one-year period on a straight-line basis. Over the past couple of years, the loss rate used in the forecast period reflects our expectations of the economic conditions impacting the multifamily sector over the coming year in relation to the historical period. For example, despite our historical loss rate declining from 0.6 basis points as of December 31, 2023 to 0.3 basis points as of March 31, 2024, our forecast-period loss rate remained relatively unchanged from 2.4 basis points as of December 31, 2023, to 2.3 basis points as of March 31, 2024.

NOTE 4 of the condensed consolidated financial statements outlines adjustments made in the loss rates used to account for the expected economic conditions as of a given period and the related impact on the CECL Allowance.

Changes in our expectations and forecasts have materially impacted, and in the future may materially impact, these inputs and the CECL Allowance.

We evaluate our risk-sharing loans on a quarterly basis to determine whether there are loans that are probable of foreclosure. Specifically, we assess a loan’s qualitative and quantitative risk factors, such as payment status, property financial performance, local real estate market conditions, loan-to-value ratio, debt-service-coverage ratio, and property condition. When a loan is determined to be probable of foreclosure based on these factors (or has foreclosed), we remove the loan from the WARM calculation and individually assess the loan for potential credit loss. This assessment requires certain judgments and assumptions to be made regarding the property values and other factors, which may differ significantly from actual results. Loss settlement with Fannie Mae has historically concluded within 18 to 36 months after foreclosure. Historically, the initial collateral-based reserves have not varied significantly from the final settlement.

We actively monitor the judgments and assumptions used in our Allowance for Risk-Sharing Obligation estimate and make adjustments to those assumptions when market conditions change, or when other factors indicate such adjustments are warranted. We believe the level of Allowance for Risk-Sharing Obligation is appropriate based on our expectations of future market conditions; however, changes in one or more of the judgments or assumptions used above could have a significant impact on the estimate.

Goodwill. As of both June 30, 2025 and December 31, 2024, we reported goodwill of $868.7 million. Goodwill represents the excess of cost over the identifiable net assets of businesses acquired. Goodwill is assigned to the reporting unit to which the acquisition relates. Goodwill is recognized as an asset and is reviewed for impairment annually as of October 1. Between annual impairment analyses, we perform an evaluation of recoverability, when events and circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying value. Impairment testing requires an assessment of qualitative factors to determine if there are indicators of potential impairment, followed by, if necessary, an assessment of quantitative factors. These factors include, but are not limited to, whether there has been a significant or adverse change in the business climate that could affect the value of an asset and/or significant or adverse changes in cash flow projections or earnings forecasts. These assessments require management to make judgments, assumptions, and estimates about projected cash flows, discount rates and other factors. Due to the challenging macroeconomic conditions in 2024, the projected cash flows for some of our reporting units declined, resulting in goodwill impairment in the fourth quarter of 2024 of $33.0 million that was attributed to reporting units within the

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Capital Markets segment. Despite volatility in the financial markets and uncertainty in overall macroeconomic conditions, macroeconomic conditions impacting the multifamily markets remain stable and our multifamily transaction volumes continue to improve.

Overview of Current Business Environment

The Commercial Real Estate (“CRE”) sector has experienced a challenging environment shaped by uncertain, and at times volatile, interest rates that have directly impacted the cost and availability of capital over the last three years. Uncertainty impacted growth expectations and asset valuations. Macroeconomic uncertainties also impacted overall demand for transactions. Many of those factors showed meaningful signs of improvement in the second half of 2024 and thus far in 2025, indicating a recovery may be underway. Each of these factors impacted the CRE transactions market differently in the first half of 2025.

Tariffs and Global Trade Policy. The Trump Administration announced broad tariffs on April 2, 2025 (“Liberation Day”), impacting a wide range of imports. The implementation of the tariffs led to immediate turmoil in the markets, with the S&P 500 falling sharply in the first week following the announcement. The initial reaction was a flight to safety, and yields on US Treasuries fell rapidly, but yields quickly retreated as markets began to fear the impacts to inflation and global GDP growth. Tariffs were paused a week later, on April 9, 2025, but the market remains cautious and yields on the 10-year Treasury bonds, have settled into a range of 4.2% to 4.5% in the months following Liberation Day. The Administration is currently negotiating trade agreements around the globe, and the negotiation of those agreements may have a continued impact on markets and stability of interest rates until they are ultimately resolved.

Monetary Policy & Cost of Capital. The Federal Open Market Committee (“FOMC”) began hiking interest rates aggressively in 2022, which materially increased the cost of capital for commercial real estate operators. Higher borrowing costs reduced leverage, pressured debt service coverage ratios, and led to valuation declines as cap rates adjusted. Beginning in September 2024, the FOMC began decreasing its target Federal Funds Rate, lowering the target rate to 4.25% to 4.50% at its December 2024 meeting. The FOMC has indicated that it will need to understand the impact of tariffs on global trade policy, inflation and economic growth before further action is taken, and markets now expect rates will remain elevated for longer, with few rate cuts expected during the remainder of 2025. This has had the effect of stabilizing interest rates, albeit at higher levels than many investors in commercial real estate hoped. Continued stability of interest rates will be a key driver of transaction volume and capital markets activity this year. There was significant volatility throughout the first quarter, but rates have since stabilized, and we are seeing an acceleration in transaction activity as noted in the volume of second quarter debt financing.

Capital Availability & Lending Markets. The supply of capital to the CRE sector remains abundant, but many investors and borrowers of that capital remain selective while the cost of capital remains elevated. Banks, life insurance companies, conduits (CMBS), and debt funds are actively lending to the sector but are selective, with a preference for high-quality assets and well-capitalized sponsors. The GSEs, the predominant suppliers of capital to the multifamily market, deployed $120 billion of capital to the industry in 2024, up from $101 billion in 2023. Entering 2025, the GSEs’ lending caps were set at a combined $146 billion, providing them a 22% increase in capacity over 2024 volumes. Both GSEs have started the year strong compared to the same period last year, with Fannie Mae lending volumes up 52% year to date, and Freddie Mac up 9%. The GSEs have supplied consistent capital to the multifamily sector during cyclical and countercyclical markets, and they continue to do so throughout the market disruptions experienced in the early part of 2025. As Fannie Mae’s largest partner for six consecutive years, and Freddie Mac’s fourth largest partner in 2024, their participation in the market is a significant driver of our financial performance and a sustained increase in their lending activity in the second half of the year would enhance our business and results from operations.

Multifamily Rent Growth & Asset Values. Over 80% of our transaction volume takes place in the multifamily sector. Rent growth slowed considerably in 2024, particularly in high-supply Sun Belt markets, primarily as a result of record completions of 590,000 units last year. Yet absorption remained extremely strong, at nearly 800,000 units for the trailing-12 months ended June 30, 2025, outpacing supply for the fifth consecutive quarter. The significant amount of absorption has limited rent growth, with Zelman, our housing research arm, reporting national rent growth of approximately 2% in 2024, a pace that was far below the aggressive rent growth seen in 2021 and 2022. According to MSCI, in December 2024, multifamily property values remained stable month-over-month but were down 4.2% compared to the previous year. Notably, multifamily prices have declined by 19.6% from their peak, but remain 11.9% above pre-COVID January 2020 levels. Importantly, new construction starts have fallen dramatically, to only 213,000 in 2024, and the cost of owning a single-family home has skyrocketed as a result of aforementioned elevated interest rates, limited supply of seller inventory, and a strong labor market. That sets up well for a return to rent growth and an improvement in operating fundamentals for the multifamily sector, which would improve both the rent grown and asset values, likely increasing the volume of multifamily asset sales in the coming quarters.

Other Macroeconomic Considerations. The national unemployment rate remained low at 4.1% at June 30, 2025, consistent with the unemployment rate of 4.1% at December 31, 2024. According to RealPage, vacancies in the multifamily sector stabilized around 4.4% as of

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June 30, 2025, down from 5.2% in December 2024. The final outcome of Liberation Day is still unknown, as trade agreements are finalized with some countries and still being negotiated with others. With uncertainty around its impacts on global supply chains, cost and availability of goods and services and broader implications on global economic growth, it is difficult to predict what interest rates, cost of capital and capital availability will look like in the long-term. However, beginning with the second quarter of 2025, we have seen a material increase in transaction activity as rates have stabilized and many investors in commercial real estate are in a position that they must transact due to fund lives expiring or debt financing maturing.

Despite the current headwinds, multifamily remains one of the most resilient asset classes in CRE, and the GSEs continue to supply capital to the sector. During the second quarter of 2025, we saw transaction volumes increase by 65% compared to the same quarter last year, with notable increases in Fannie Mae lending (106%) and brokered lending (64%). Consequently, our Capital Markets segment produced net income of $33.1 million in the second quarter of 2025, up 200% compared to the year ago quarter.

Our Servicing & Asset Management segment is not directly correlated to the transaction markets like our Capital Markets segment. This segment’s managed portfolio totaled $156.0 billion as of June 30, 2025, up 4% compared to the same quarter last year, and included our $137.3 billion loan servicing portfolio and our $18.6 billion of AUM. Although our total managed portfolio increased, revenues for the segment declined by 5%, to $140.7 million, for the second quarter of 2025 compared to the same quarter last year, as a meaningful portion of segment revenues are tied to floating interest rates on deposit accounts, and the 100 basis point decline in short term rates enacted by the FOMC late in 2024 caused those revenues to decline by $11.2 million, or 14% year to date. Over the past two years, we have focused on scaling our AUM, and in the fourth quarter of 2024 we successfully closed a first round of $200 million of equity capital for Debt Fund II from life insurance companies, pension funds, high net worth investors and Walker & Dunlop. Debt Fund II will provide our investment management team with over $500 million of levered capital to deploy into transitional multifamily assets, and year to date, our team deployed $258 million of that capital. We expect the revenues of our investment management business to grow as capital is raised and deployed. This segment also includes the activities of WDAE, an alternative investment manager focused on affordable housing, including LIHTC syndication and joint venture development. We ranked as the eighth largest LIHTC syndicator in 2024 and continue to pursue combined LIHTC syndication and affordable housing services to generate significant long-term financing, property sales, and syndication opportunities. Our LIHTC syndication activity started slowly, but we expect the team to grow syndication volumes considerably from the $404 million syndicated in 2024. In April 2025, the team syndicated its largest fund ever, a $240 million multi-investor fund invested in affordable assets across the country. We also earn revenues on the disposition of historical LIHTC investments in the form of investment management fees. Over the last several years, the aforementioned macroeconomic challenges have impacted the number of affordable investment sales as well as asset values, significantly decreasing the amount of revenues earned from these sales. We expect investment management fees from disposition activity to remain low in the near term as a result of these factors, and to likely recover more slowly than the market rate multifamily market.

Consolidated Results of Operations

The following is a discussion of our consolidated results of operations for the three and six months ended June 30, 2025 and 2024. The financial results are not necessarily indicative of future results. Our quarterly results have fluctuated in the past and are expected to fluctuate in the future, reflecting the interest rate environment, the volume of transactions, business acquisitions, regulatory actions, industry trends, and general economic conditions. The table below provides supplemental data regarding our financial performance.

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SUPPLEMENTAL OPERATING DATA

CONSOLIDATED


	For the three months ended						For the six months ended
	June 30,						June 30,
	2025			2024			2025			2024
Transaction Volume (in thousands)
Debt Financing Volume	$	11,638,225		$	6,917,718		$	16,834,867		$	12,145,026
Property Sales Volume		2,313,585			1,530,783			4,152,875			2,697,934
Total Transaction Volume	$	13,951,810		$	8,448,501		$	20,987,742		$	14,842,960

Key Performance Metrics (dollars in thousands, except per share data)
Operating margin		15	%		10	%		9	%		8	%
Return on equity		8			5			4			4
Walker & Dunlop net income	$	33,952		$	22,663		$	36,706		$	34,529
Adjusted EBITDA⁽¹⁾		76,811			80,931			141,777			155,067
Diluted EPS		0.99			0.67			1.07			1.02

Key Expense Metrics (as a percentage of total revenues)
Personnel expenses		51	%		49	%		51	%		49	%
Other operating expenses		10			12			12			12


	As of June 30,
Managed Portfolio (in thousands)	2025		2024
Servicing Portfolio	$	137,349,124	$	132,777,911
Assets under management		18,623,451		17,566,666
Total Managed Portfolio	$	155,972,575	$	150,344,577

(1)

This is a non-GAAP financial measure. For more information on adjusted EBITDA, refer to the section below titled “Non-GAAP Financial Measure.”

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The following tables present a period-to-period comparison of our financial results for the three- and six- month periods ended June 30, 2025 and 2024.

FINANCIAL RESULTS – THREE MONTHS

CONSOLIDATED


	For the three months ended
	June 30,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Revenues
Loan origination and debt brokerage fees, net	$	94,309	$	65,334	$	28,975	44	%
Fair value of expected net cash flows from servicing, net		53,153		33,349		19,804	59
Servicing fees		83,693		80,418		3,275	4
Property sales broker fees		14,964		11,265		3,699	33
Investment management fees		7,577		14,822		(7,245)	(49)
Net warehouse interest income (expense)		(1,760)		(1,584)		(176)	11
Placement fees and other interest income		35,986		41,040		(5,054)	(12)
Other revenues		31,318		26,032		5,286	20
Total revenues	$	319,240	$	270,676	$	48,564	18

Expenses
Personnel	$	161,888	$	133,067	$	28,821	22	%
Amortization and depreciation		58,936		56,043		2,893	5
Provision (benefit) for credit losses		1,820		2,936		(1,116)	(38)
Interest expense on corporate debt		16,767		17,874		(1,107)	(6)
Other operating expenses		33,455		32,559		896	3
Total expenses	$	272,866	$	242,479	$	30,387	13
Income from operations	$	46,374	$	28,197	$	18,177	64
Income tax expense		12,425		7,902		4,523	57
Net income before noncontrolling interests	$	33,949	$	20,295	$	13,654	67
Less: net income (loss) from noncontrolling interests		(3)		(2,368)		2,365	(100)
Walker & Dunlop net income	$	33,952	$	22,663	$	11,289	50

Three months ended June 30, 2025 compared to three months ended June 30, 2024

The increase in revenues was primarily driven by increases in loan origination and debt brokerage fees, net (“origination fees”), the fair value of expected net cash flows from servicing, net (“MSR income”), servicing fees, property sales broker fees, and other revenues, partially offset by decreases in investment management fees and placement fees and other interest income. Origination fees and MSR income increased primarily due to the increase in our total debt financing volumes, particularly our Fannie Mae volume, partially offset by declines in our margins. Servicing fees increased primarily due to the increase in the average servicing portfolio combined with a small increase in the weighted average servicing fee. The increase in property sales broker fees was largely driven by an increase in property sales volume, partially offset by a decline in the margin. Other revenues increased primarily due to increases in appraisal revenues and LIHTC syndication fees, partially offset by a decrease in income from equity-method investments. Investment management fees decreased largely as a result of a decline in asset management fees from our LIHTC operations. Placement fees and other interest income declined primarily due to lower average placement fee rates during the second quarter of 2025 compared to the second quarter of 2024.

The increase in expenses was primarily due to increases in personnel expense and amortization and depreciation, partially offset by a decrease in interest expense on corporate debt. Personnel expense increased primarily due to an increase in commission costs mainly due to the aforementioned increases in origination fees and property sales broker fees. The increase in amortization and depreciation was primarily driven by an increase in the amortization of MSRs. Interest expense on corporate debt decreased due to lower average interest rates during the second quarter of 2025 compared to the second quarter of 2024, partially offset by an increase in the balance outstanding from the refinancing of our debt in the first quarter of 2025.

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Income tax expense increased $4.5 million, or 57% year over year, driven by a 64% increase in income from operations and a $0.1 million shortfall in excess tax benefits in Q2 2025 compared to a $0.4 million benefit in Q2 2024. The shortfall resulted from the change between the grant date and vesting date fair values of share-based compensation that vested during the quarter. Absent the $0.5 million difference in excess tax benefits year over year, income tax expense would have increased 49%. Partially offsetting the increase due to increased income from operations was a reduction in losses from noncontrolling interests year over year. Losses from noncontrolling interest increase operating income upon which tax expense is calculated.

FINANCIAL RESULTS – SIX MONTHS

CONSOLIDATED


	For the six months ended
	June 30,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Revenues
Loan origination and debt brokerage fees, net	$	140,690	$	109,074	$	31,616	29	%
Fair value of expected net cash flows from servicing, net		80,964		54,247		26,717	49
Servicing fees		165,914		160,461		5,453	3
Property sales broker fees		28,485		20,086		8,399	42
Investment management fees		17,259		28,342		(11,083)	(39)
Net warehouse interest income (expense)		(2,546)		(2,700)		154	(6)
Placement fees and other interest income		69,197		80,442		(11,245)	(14)
Other revenues		56,644		48,783		7,861	16
Total revenues	$	556,607	$	498,735	$	57,872	12

Expenses
Personnel	$	283,278	$	244,530	$	38,748	16	%
Amortization and depreciation		116,557		111,934		4,623	4
Provision (benefit) for credit losses		5,532		3,460		2,072	60
Interest expense on corporate debt		32,281		35,533		(3,252)	(9)
Other operating expenses		67,341		61,402		5,939	10
Total expenses	$	504,989	$	456,859	$	48,130	11
Income from operations	$	51,618	$	41,876	$	9,742	23
Income tax expense		14,944		10,766		4,178	39
Net income before noncontrolling interests	$	36,674	$	31,110	$	5,564	18
Less: net income (loss) from noncontrolling interests		(32)		(3,419)		3,387	(99)
Walker & Dunlop net income	$	36,706	$	34,529	$	2,177	6

Six months ended June 30, 2025 compared to six months ended June 30, 2024

The increase in revenues was primarily driven by increases in origination fees, MSR income, servicing fees, property sales broker fees, and other revenues, partially offset by decreases in investment management fees and placement fees and other interest income. Origination fees and MSR income increased primarily due to the increase in our total debt financing volumes, particularly our Fannie Mae volume, partially offset by declines in our margins. Servicing fees increased primarily due to the increase in the average servicing portfolio combined with a small increase in the weighted-average servicing fee. The increase in property sales broker fees was largely driven by an increase in property sales volume, partially offset by a decline in the margin. Other revenues increased primarily due to increases in investment banking revenues, appraisal revenues, and LIHTC syndication fees partially offset by a decrease in income from equity-method investments. Investment management fees decreased largely as a result of a decline in asset management fees from our LIHTC operations. Placement fees and other interest income declined primarily due to lower average placement fee rates during 2025 compared to 2024.

The increase in expenses was primarily due to increases in personnel expense, amortization and depreciation and other operating expenses, partially offset by a decrease in interest expense on corporate debt. Personnel expense increased primarily due to an increase in commission costs mainly due to the aforementioned increases in transaction volumes and investment banking revenues, and increased severance expense. The increase in amortization and depreciation was primarily driven by an increase in amortization of MSRs. Other operating expenses increased primarily due to the write-off of unamortized debt issuance costs resulting from the partial paydown of one of our corporate debt

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instruments and expenses related to repurchased loans. Interest expense on corporate debt decreased due to lower average interest rates during 2025 compared to 2024, partially offset by an increase in the balance outstanding from the aforementioned refinancing of our debt.

Income tax expense increased $4.2 million, or 39%, from the first half of 2024, primarily as a result of the 23% increase in income from operations and a $1.4 million shortfall in realizable excess tax benefits in the first half of 2025 compared to a $1.0 million tax benefit in the first half of 2024. The shortfall resulted from the change between the grant date and vesting date fair values of share-based awards. Absent the $2.4 million difference in excess tax benefits year over year, income tax expense would have increased 15%. Partially offsetting the increase due to increased income from operations was a reduction in losses from noncontrolling interests year over year. Losses from noncontrolling interest increase operating income upon which tax expense is calculated.

Non-GAAP Financial Measure

To supplement our financial statements presented in accordance with GAAP, we use adjusted EBITDA, a non-GAAP financial measure. The presentation of adjusted EBITDA is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. When analyzing our operating performance, readers should use adjusted EBITDA in addition to, and not as an alternative for, net income. Adjusted EBITDA represents net income before income taxes, interest expense on our corporate debt, and amortization and depreciation, adjusted for provision (benefit) for credit losses, net write-offs based on the final resolution of the defaulted loans or collateral, stock-based compensation, the fair value of expected net cash flows from servicing, net, the write-off of the unamortized balance of deferred issuance costs associated with the repayment of a portion of our corporate debt, goodwill impairment, and contingent consideration liability fair value adjustments when the fair value adjustment is a triggering event for a goodwill impairment assessment. In cases where the fair value adjustment of contingent consideration liabilities is a trigger for goodwill impairment, the goodwill impairment is netted against the fair value adjustment of contingent consideration liabilities and included as a net number. Because not all companies use identical calculations, our presentation of adjusted EBITDA may not be comparable to similarly titled measures of other companies. Furthermore, adjusted EBITDA is not intended to be a measure of free cash flow for our management’s discretionary use, as it does not reflect certain cash requirements such as tax and debt service payments. The amounts shown for adjusted EBITDA may also differ from the amounts calculated under similarly titled definitions in our debt instruments, which are further adjusted to reflect certain other cash and non-cash charges that are used to determine compliance with financial covenants.

We use adjusted EBITDA to evaluate the operating performance of our business, for comparison with forecasts and strategic plans, and for benchmarking performance externally against competitors. We believe that this non-GAAP measure, when read in conjunction with our GAAP financials, provides useful information to investors by offering:

●

the ability to make more meaningful period-to-period comparisons of our ongoing operating results;

●

the ability to better identify trends in our underlying business and perform related trend analyses; and

●

a better understanding of how management plans and measures our underlying business.

We believe that adjusted EBITDA has limitations in that it does not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP and that adjusted EBITDA should only be used to evaluate our results of operations in conjunction with net income on both a consolidated and segment basis. Adjusted EBITDA is reconciled to net income as follows:

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ADJUSTED FINANCIAL MEASURE RECONCILIATION TO GAAP

CONSOLIDATED


	For the three months ended				For the six months ended
	June 30,				June 30,
(in thousands)	2025		2024		2025		2024
Reconciliation of Walker & Dunlop Net Income to Adjusted EBITDA
Walker & Dunlop Net Income	$	33,952	$	22,663	$	36,706	$	34,529
Income tax expense		12,425		7,902		14,944		10,766
Interest expense on corporate debt		16,767		17,874		32,281		35,533
Amortization and depreciation		58,936		56,043		116,557		111,934
Provision (benefit) for credit losses		1,820		2,936		5,532		3,460
Net write-offs		—		—		—		—
Stock-based compensation expense		6,064		6,862		12,506		13,092
MSR income		(53,153)		(33,349)		(80,964)		(54,247)
Write-off of unamortized issuance costs from corporate debt paydown		—		—		4,215		—
Adjusted EBITDA	$	76,811	$	80,931	$	141,777	$	155,067

The following tables present a period-to-period comparison of the components of adjusted EBITDA for the three and six months ended June 30, 2025 and 2024.

ADJUSTED EBITDA – THREE MONTHS

CONSOLIDATED


	For the three months ended
	June 30,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Loan origination and debt brokerage fees, net	$	94,309	$	65,334	$	28,975	44	%
Servicing fees		83,693		80,418		3,275	4
Property sales broker fees		14,964		11,265		3,699	33
Investment management fees		7,577		14,822		(7,245)	(49)
Net warehouse interest income (expense)		(1,760)		(1,584)		(176)	11
Placement fees and other interest income		35,986		41,040		(5,054)	(12)
Other revenues		31,321		28,400		2,921	10
Personnel		(155,824)		(126,205)		(29,619)	23
Net write-offs		—		—		—	N/A
Other operating expenses		(33,455)		(32,559)		(896)	3
Adjusted EBITDA	$	76,811	$	80,931	$	(4,120)	(5)

Three months ended June 30, 2025 compared to three months ended June 30, 2024

Origination fees increased largely due to the increase in debt financing volume, particularly our Fannie Mae volume, partially offset by a decline in the margin. Servicing fees increased largely due to growth in the average servicing portfolio period over period combined with a small increase in the average servicing fee. Property sales broker fees increased as a result of the growth in property sales volume, partially offset by a decline in the margin. Investment management fees decreased primarily due to a decline in asset management fees from our LIHTC operations. Placement fees and other interest income decreased primarily due to lower average placement fee rates. Other revenues increased primarily due to an increase in appraisal revenues and LIHTC syndication fees, partially offset by a decrease in income from equity-method investments. Personnel expense increased primarily due to an increase in commission costs mainly due to the aforementioned increases in transaction volumes and investment banking revenues.

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ADJUSTED EBITDA – SIX MONTHS

CONSOLIDATED


	For the six months ended
	June 30,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Loan origination and debt brokerage fees, net	$	140,690	$	109,074	$	31,616	29	%
Servicing fees		165,914		160,461		5,453	3
Property sales broker fees		28,485		20,086		8,399	42
Investment management fees		17,259		28,342		(11,083)	(39)
Net warehouse interest income (expense)		(2,546)		(2,700)		154	(6)
Placement fees and other interest income		69,197		80,442		(11,245)	(14)
Other revenues		56,676		52,202		4,474	9
Personnel		(270,772)		(231,438)		(39,334)	17
Net write-offs		—		—		—	N/A
Other operating expenses		(63,126)		(61,402)		(1,724)	3
Adjusted EBITDA	$	141,777	$	155,067	$	(13,290)	(9)

Six months ended June 30, 2025 compared to six months ended June 30, 2024

Origination fees increased largely due to the increase in debt financing volume, partially our Fannie Mae volume, partially offset by a decline in the margin. Servicing fees increased largely due to growth in the average servicing portfolio period over period combined with a small increase in the average servicing fee. Property sales broker fees increased primarily as a result of the growth in property sales volume, partially offset by a decline in the margin. Investment management fees decreased primarily due to a decline in asset management fees from our LIHTC operations. Placement fees and other interest income decreased primarily due to lower average placement fee rates. Other revenues increased primarily due to increases in investment banking revenues, appraisal revenues, and LIHTC syndication fees, partially offset by a decrease in income from equity-method investments. Personnel expense increased primarily due to (i) an increase in commission costs mainly due to the aforementioned increases in origination fees, property sales broker fees, and investment banking revenues and (ii) increased severance expense.

Financial Condition

Cash Flows from Operating Activities

Our cash flows from operating activities are generated from loan sales, servicing fees, placement fees, net warehouse interest income (expense), property sales broker fees, investment management fees, research subscription fees, investment banking advisory fees, and other income, net of loan origination and operating costs. Our cash flows from operating activities are impacted by the fees generated by our loan originations and property sales, the timing of loan closings, and the period of time loans are held for sale in the warehouse loan facility prior to delivery to the investor.

Cash Flows from Investing Activities

We usually lease facilities and equipment for our operations. Our cash flows from investing activities include the funding and repayment of loans held for investment, including repurchased loans, contributions to and distributions from joint ventures, purchases of equity-method investments, cash paid for acquisitions, and the purchase of available-for-sale (“AFS”) securities pledged to Fannie Mae.

Cash Flows from Financing Activities

We use our warehouse loan facilities and, when necessary, our corporate cash to fund loan closings, both for loans held for sale and loans held for investment. We believe that our current warehouse loan facilities are adequate to meet our loan origination needs. Historically, we used a combination of long-term debt and cash flows from operating activities to fund large acquisitions. Additionally, we repurchase shares, pay cash dividends, make long-term debt principal payments, and repay short-term borrowings on a regular basis. We issue stock primarily in connection with the exercise of stock options and occasionally for acquisitions (non-cash transactions).

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Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

The following table presents a period-to-period comparison of the significant components of cash flows for the six months ended June 30, 2025 and 2024.

SIGNIFICANT COMPONENTS OF CASH FLOWS


	For the six months ended June 30,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Net cash provided by (used in) operating activities	$	(519,560)	$	(199,449)	$	(320,111)	160	%
Net cash provided by (used in) investing activities		(61,926)		(29,611)		(32,315)	109
Net cash provided by (used in) financing activities		546,356		119,147		427,209	359
Total of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period ("Total cash")		292,768		281,490		11,278	4

Cash flows from (used in) operating activities
Net receipt (use) of cash for loan origination activity	$	(567,620)	$	(232,844)	$	(334,776)	144	%
Net cash provided by (used in) operating activities, excluding loan origination activity		48,060		33,395		14,665	44

Cash flows from (used in) investing activities
Purchases of equity-method investments	$	(16,792)	$	(11,537)	$	(5,255)	46	%
Originations and repurchase, net of principal collected of loans held for investment		(24,381)		3,111		(27,492)	(884)

Cash flows from (used in) financing activities
Borrowings (repayments) of warehouse notes payable, net	$	559,042	$	222,197	$	336,845	152	%
Repayments of interim warehouse notes payable		—		(13,884)		13,884	(100)
Borrowings of note payable		398,875		—		398,875	N/A
Repayments of notes payable		(329,606)		(4,006)		(325,600)	8,128
Payment of contingent consideration		(10,954)		(25,873)		14,919	(58)
Debt issuance costs		(14,964)		—		(14,964)	N/A

Operating Activities

Net cash provided by (used in) operating activities changed primarily due to:

(i)

Loan origination activity. Agency loans originated are held for short periods of time, generally less than 60 days, and impact cash flows presented as of a point in time due to the timing difference between the date of origination and date of delivery. The change to net cash used from net cash received in loan origination activities is primarily attributable to originations outpacing sales by $567.6 million in 2025 compared to $232.8 million in 2024.

(ii)

Other activities. Cash flows provided by other operating activities were $48.1 million in 2025, up from $33.4 million in 2024. The increase was primarily due to a $5.6 million increase in net income before noncontrolling interest, a $4.6 million increase in the adjustment for amortization and depreciation, a $2.1 million increase in the adjustment for provision (benefit) for credit losses, a $48.9 million increase in adjustment for other operating activities, partially offset by a $26.7 million increase in the adjustment for MSR income and a $19.7 million change in the adjustment for the change in the fair value of premiums and origination fees.

Investing Activities

Net cash provided by (used in) investing activities changed primarily due to:

(i)

Purchases of equity-method investments. The increase was primarily due to capital calls on our co-investments in debt funds managed by our investment management services.

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(ii)

Originations and repurchase, net of principal collected of loans held for investment. The increase in cash used was due to an increase in the cash paid for Agency loan repurchases during 2025 with limited cash outlays in 2024. Additionally, we collected the last of the outstanding balances under our interim loan program in 2024, with no comparable activity in 2025.

Financing Activities

Net cash provided by (used in) financing activities changed primarily due to:

(i) Net borrowings of warehouse notes payable. The increase was due to the aforementioned increase in cash used in loan origination activity.

(ii) Repayments of interim warehouse notes payable. The change in repayments of interim warehouse notes payable was related to the aforementioned decrease in principal collected on loans held for investment as we use borrowings to fund interim loan program loans held for investment.

(iii)Borrowings of note payable. The increase was attributable to the issuance of our Senior Notes in 2025, with no comparable activity in 2024.

(iv)

Payment of contingent consideration. The decrease was due to lower achievement of performance based earnouts related to historical acquisitions in 2025 compared to 2024.

Partially offsetting the aforementioned changes that increased cash were the following activities that decreased cash:

(i)

Repayments of notes payable. The increase was due to using $328.5 million of the $400.0 million proceeds from the issuance of our Senior Notes to pay down our Term Loan in 2025, with no comparable activity in 2024.

(ii) Debt issuance costs. The increase in debt issuance costs paid was driven by the aforementioned issuance of the Senior Notes and amendment of the Term Loan, with no comparable activity in 2024.

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Segment Results

The Company is managed based on our three reportable segments: (i) Capital Markets, (ii) Servicing & Asset Management, and (iii) Corporate. The segment results below are intended to present each of the reportable segments on a stand-alone basis.

Capital Markets

SUPPLEMENTAL OPERATING DATA

CAPITAL MARKETS


(in thousands)	For the three months ended
Transaction Volume	June 30,						Dollar		Percentage
Components of Debt Financing Volume	2025			2024			Change		Change
Fannie Mae	$	3,114,308		$	1,510,804		$	1,603,504	106	%
Freddie Mac		1,752,597			1,153,190			599,407	52
Ginnie Mae ̶ HUD		288,449			185,898			102,551	55
Brokered⁽¹⁾		6,335,071			3,852,851			2,482,220	64
Total Debt Financing Volume	$	11,490,425		$	6,702,743		$	4,787,682	71	%
Property sales volume		2,313,585			1,530,783			782,802	51
Total Transaction Volume	$	13,804,010		$	8,233,526		$	5,570,484	68	%

Key Performance Metrics (dollars in thousands, except per share data)
Net income (loss)	$	33,142		$	11,039			22,103	200
Adjusted EBITDA⁽²⁾		1,323			(8,532)			9,855	(116)
Diluted EPS		0.97			0.33			0.64	194
Operating margin		26	%		12	%

Key Revenue Metrics (as a percentage of debt financing volume)
Origination fees		0.82	%		0.95	%
MSR income, as a percentage of Agency debt financing volume		1.03			1.17



	For the six months ended
Transaction Volume (in thousands)	June 30,						Dollar		Percentage
Components of Debt Financing Volume	2025			2024			Change		Change
Fannie Mae	$	4,626,102		$	2,414,172		$	2,211,930	92	%
Freddie Mac		2,560,844			2,128,116			432,728	20
Ginnie Mae ̶ HUD		436,607			200,038			236,569	118
Brokered⁽¹⁾		8,888,014			7,171,925			1,716,089	24
Total Debt Financing Volume	$	16,511,567		$	11,914,251		$	4,597,316	39	%
Property sales volume		4,152,875			2,697,934			1,454,941	54
Total Transaction Volume	$	20,664,442		$	14,612,185		$	6,052,257	41	%

Key Performance Metrics (dollars in thousands, except per share data)
Net income (loss)	$	35,502		$	4,339			31,163	718	%
Adjusted EBITDA⁽²⁾		(12,004)			(27,829)			15,825	(57)
Diluted EPS		1.04			0.13			0.91	700
Operating margin		18	%		3	%

Key Revenue Metrics (as a percentage of debt financing volume)
Origination fees		0.84	%		0.90	%
MSR income, as a percentage of Agency debt financing volume		1.06			1.14

(1)

Brokered transactions for life insurance companies, commercial banks, and other capital sources.

(2)

This is a non-GAAP financial measure. For more information on adjusted EBITDA, refer to the section below titled “Non-GAAP Financial Measure.”

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FINANCIAL RESULTS – THREE MONTHS

CAPITAL MARKETS



	For the three months ended
(in thousands)	June 30,				Dollar		Percentage
Revenues	2025		2024		Change		Change
Origination fees	$	93,764	$	63,841	$	29,923	47	%
MSR income		53,153		33,349		19,804	59
Property sales broker fees		14,964		11,265		3,699	33
Net warehouse interest income (expense), loans held for sale		(1,760)		(1,950)		190	(10)
Other revenues		12,670		11,665		1,005	9
Total revenues	$	172,791	$	118,170	$	54,621	46

Expenses
Personnel	$	116,441	$	92,480	$	23,961	26	%
Amortization and depreciation		1,146		1,138		8	1
Interest expense on corporate debt		4,468		5,299		(831)	(16)
Other operating expenses		5,309		4,642		667	14
Total expenses	$	127,364	$	103,559	$	23,805	23
Income (loss) from operations	$	45,427	$	14,611	$	30,816	211
Income tax expense (benefit)		12,285		3,359		8,926	266
Net income (loss) before noncontrolling interests	$	33,142	$	11,252	$	21,890	195
Less: net income (loss) from noncontrolling interests		—		213		(213)	(100)
Net income (loss)	$	33,142	$	11,039	$	22,103	200

FINANCIAL RESULTS – SIX MONTHS

CAPITAL MARKETS



	For the six months ended
(in thousands)	June 30,				Dollar		Percentage
Revenues	2025		2024		Change		Change
Origination fees	$	139,061	$	107,541	$	31,520	29	%
MSR income		80,964		54,247		26,717	49
Property sales broker fees		28,485		20,086		8,399	42
Net warehouse interest income (expense), loans held for sale		(2,546)		(3,524)		978	(28)
Other revenues		29,397		21,717		7,680	35
Total revenues	$	275,361	$	200,067	$	75,294	38

Expenses
Personnel	$	202,907	$	171,667	$	31,240	18	%
Amortization and depreciation		2,287		2,275		12	1
Interest expense on corporate debt		8,655		10,150		(1,495)	(15)
Other operating expenses		11,544		9,694		1,850	19
Total expenses	$	225,393	$	193,786	$	31,607	16
Income (loss) from operations	$	49,968	$	6,281	$	43,687	696
Income tax expense (benefit)		14,466		1,615		12,851	796
Net income (loss) before noncontrolling interests	$	35,502	$	4,666	$	30,836	661
Less: net income (loss) from noncontrolling interests		—		327		(327)	(100)
Net income (loss)	$	35,502	$	4,339	$	31,163	718

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Revenues

Origination fees and MSR income. The following tables provide additional information that helps explain changes in origination fees and MSR income period over period:


	For the three months ended				For the six months ended
	June 30,				June 30,
Debt Financing Volume by Product Type	2025		2024		2025		2024
Fannie Mae	27	%	23	%	28	%	20	%
Freddie Mac	15		17		15		18
Ginnie Mae ̶ HUD	3		3		3		2
Brokered	55		57		54		60


	For the three months ended					For the six months ended
	June 30,					June 30,
Mortgage Banking Details (basis points)	2025			2024		2025			2024
Origination Fee Rate ⁽¹⁾		82			95		84			90
Basis Point Change		(13)					(6)
Percentage Change		(14)	%				(7)	%
Agency MSR Rate ⁽²⁾		103			117		106			114
Basis Point Change		(14)					(8)
Percentage Change		(12)	%				(7)	%

(1)

Origination fees as a percentage of total debt financing volume.

(2)

MSR income as a percentage of Agency debt financing volume.

For both the three and six months ended June 30, 2025, the increase in origination fees was the result of the 71% and 39% increases, respectively, in total debt financing volume, particularly the 81% and 61% increases, respectively, in our Agency debt financing volumes during the same periods, partially offset by declines in our origination fee rate for both the three and six months ended June 30, 2025 due to (i) the competitive environment in the multifamily debt financing market largely during the three months ended June 30, 2025 and (ii) a large Fannie Mae portfolio originated during the second quarter of 2025, with no comparable activity in 2024. Large portfolios typically have lower origination fee rates than non-portfolio transactions.

The increases in our MSR income were similarly driven by the aforementioned increase in Agency debt financing volumes for both the three and six months ended June 30, 2025, partially offset by 29% and 26% decreases in the weighted-average servicing fee (“WASF”) on Fannie Mae debt financing volume for the three and six months ended June 30, 2025, respectively. The decrease in the WASF was driven by the aforementioned competitive environment and the large Fannie Mae portfolio. Large portfolios typically have lower servicing fees than non-portfolio transactions. Additionally, the loan term has decreased as more of our borrowers are opting for five-year loan terms in light of the volatility and uncertainty surrounding long-term interest rates, reducing the Agency MSR Rate. We expect this trend to continue for the foreseeable future.

Property sales broker fees. The increases were the result of the 51% and 54% increase in property sales volumes for the three and six months ended June 30, 2025, respectively, partially offset by decreases in the property sales broker fee rate during both periods due to the competitive multifamily environment noted previously. We expect the competitive multifamily environment impacting the margins on our property sales broker fees and origination fees to continue for the foreseeable future.

Other revenues. For the six months ended June 30, 2025, the increase was principally due to a $6.3 million increase in investment banking revenues and a $2.6 million increase in appraisal revenues. Investment banking revenues increased primarily due to several M&A transactions that closed during the first quarter of 2025 compared to fewer transactions in the first quarter of 2024. Appraisal revenues increased primarily due to increased market activity year over year.

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Expenses

Personnel. For the three months ended June 30, 2025, the increase was primarily due to (i) a $19.2 million increase in commission costs resulting from increased origination and property sales broker fees, (ii) a $1.2 million increase in salaries and benefits and subjective bonus largely related to a 5% increase in average segment headcount, and (iii) a $1.9 million increase in severance expense largely as a result of the separation of several underperforming producers.

For the six months ended June 30, 2025, the increase was primarily due to (i) a $24.8 million increase in commission costs resulting from increased origination and property sales broker fees, (ii) a $2.0 million increase in salaries and benefits largely related to a 4% increase in average segment headcount, and (iii) a $4.3 million increase in severance expense largely as a result of the separation of several underperforming producers.

Interest expense on corporate debt. Interest expense on corporate debt is determined at a consolidated corporate level and allocated to each segment proportionally based on each segment’s use of that corporate debt. The discussion of our consolidated results above has additional information related to the increase in interest expense on corporate debt.

Income tax expense (benefit). Income tax expense (benefit) is determined at a consolidated corporate level and allocated to each segment proportionally based on each segment’s income from operations, except for significant, one-time tax activities, which are allocated entirely to the segment impacted by the tax activity.

Non-GAAP Financial Measure

A reconciliation of adjusted EBITDA for our CM segment is presented below. Our segment-level adjusted EBITDA represents the segment portion of consolidated adjusted EBITDA. A detailed description and reconciliation of consolidated adjusted EBITDA is provided above in our Consolidated Results of Operations—Non-GAAP Financial Measure. CM adjusted EBITDA is reconciled to net income as follows:

ADJUSTED FINANCIAL MEASURE RECONCILIATION TO GAAP

CAPITAL MARKETS


	For the three months ended				For the six months ended
	June 30,				June 30,
(in thousands)	2025		2024		2025		2024
Reconciliation of Net Income (Loss) to Adjusted EBITDA
Net income (loss)	$	33,142	$	11,039	$	35,502	$	4,339
Income tax expense (benefit)		12,285		3,359		14,466		1,615
Interest expense on corporate debt		4,468		5,299		8,655		10,150
Amortization and depreciation		1,146		1,138		2,287		2,275
MSR income		(53,153)		(33,349)		(80,964)		(54,247)
Stock-based compensation expense		3,435		3,982		6,786		8,039
Write-off of unamortized issuance costs from corporate debt paydown		—		—		1,264		—
Adjusted EBITDA	$	1,323	$	(8,532)	$	(12,004)	$	(27,829)

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The following tables present period-to-period comparisons of the components of CM adjusted EBITDA for the three and six months ended June 30, 2025 and 2024.

ADJUSTED EBITDA – THREE MONTHS

CAPITAL MARKETS


	For the three months ended
	June 30,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Origination fees	$	93,764	$	63,841	$	29,923	47	%
Property sales broker fees		14,964		11,265		3,699	33
Net warehouse interest income (expense), loans held for sale		(1,760)		(1,950)		190	(10)
Other revenues		12,670		11,452		1,218	11
Personnel		(113,006)		(88,498)		(24,508)	28
Other operating expenses		(5,309)		(4,642)		(667)	14
Adjusted EBITDA	$	1,323	$	(8,532)	$	9,855	(116)

ADJUSTED EBITDA – SIX MONTHS

CAPITAL MARKETS


	For the six months ended
	June 30,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Origination fees	$	139,061	$	107,541	$	31,520	29	%
Property sales broker fees		28,485		20,086		8,399	42
Net warehouse interest income (expense), loans held for sale		(2,546)		(3,524)		978	(28)
Other revenues		29,397		21,390		8,007	37
Personnel		(196,121)		(163,628)		(32,493)	20
Other operating expenses		(10,280)		(9,694)		(586)	6
Adjusted EBITDA	$	(12,004)	$	(27,829)	$	15,825	(57)

Three and six months ended June 30, 2025 compared to three and six months ended June 30, 2024

Origination fees increased due principally to an increase in debt financing volume, particularly in our Agency debt financing volumes, partially offset by decreases in our origination fee rate. Property sales broker fees increased largely due to the increases in property sales volume, partially offset by decreases in the property sales broker fee rate. For the six months ended June 30, 2025 only, other revenues increased primarily due to increases in investment banking revenues and appraisal revenues. Personnel expense increased primarily due to increased commission costs, salaries and benefits, and severance expense.

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Servicing & Asset Management

SUPPLEMENTAL OPERATING DATA

SERVICING & ASSET MANAGEMENT


	As of June 30,				Dollar		Percentage
Managed Portfolio (in thousands)	2025		2024		Change		Change
Components of Servicing Portfolio
Fannie Mae	$	70,042,909	$	64,954,426	$	5,088,483	8	%
Freddie Mac		39,433,013		39,938,411		(505,398)	(1)
Ginnie Mae–HUD		11,008,314		10,619,764		388,550	4
Brokered⁽¹⁾		16,864,888		17,239,417		(374,529)	(2)
Principal Lending and Investing⁽²⁾		—		25,893		(25,893)	(100)
Total Servicing Portfolio	$	137,349,124	$	132,777,911	$	4,571,213	3	%
Assets under management		18,623,451		17,566,666		1,056,785	6
Total Managed Portfolio	$	155,972,575	$	150,344,577	$	5,627,998	4	%


	For the three months ended
(dollars in thousands, except per share data)	June 30,						Dollar		Percentage
Key Volume and Performance Metrics	2025			2024			Change		Change
Equity syndication volume⁽³⁾	$	253,250		$	174,637		$	78,613	45	%
Principal Lending and Investing debt financing volume⁽⁴⁾		147,800			214,975			(67,175)	(31)
Net income		37,541			40,432			(2,891)	(7)
Adjusted EBITDA⁽⁵⁾		111,931			124,502			(12,571)	(10)
Diluted EPS		1.10			1.19			(0.09)	(8)
Operating margin		31	%		37	%


	For the six months ended
(dollars in thousands, except per share data)	June 30,						Dollar		Percentage
Key Volume and Performance Metrics	2025			2024			Change		Change
Equity syndication volume⁽³⁾	$	268,286		$	220,014		$	48,272	22	%
Principal Lending and Investing debt financing volume⁽⁴⁾		323,300			230,775			92,525	40
Net income		56,667			83,715			(27,048)	(32)
Adjusted EBITDA⁽⁵⁾		219,833			244,159			(24,326)	(10)
Diluted EPS		1.65			2.47			(0.82)	(33)
Operating margin		29	%		37	%


	As of June 30,
Key Servicing Portfolio Metrics	2025		2024
Custodial escrow deposit balance (in billions)	$	2.7	$	2.7
Weighted-average servicing fee rate (basis points)		24.1		24.1
Weighted-average remaining servicing portfolio term (years)		7.4		7.9


	As of June 30,
(in thousands)	2025				2024
Components of equity and assets under management		Equity under management		Assets under management		Equity under management		Assets under management
LIHTC	$	6,958,845		15,993,370	$	6,665,270		15,196,106
Equity funds		957,719		957,719		908,054		908,054
Debt funds⁽⁶⁾		873,697		1,672,362		818,471		1,462,506
Total	$	8,790,261	$	18,623,451	$	8,391,795	$	17,566,666

(1)

Brokered loans serviced primarily for life insurance companies, commercial banks, and other capital sources.

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(2)

Consists of interim loans not managed for the Interim Program JV.

(3)

Amount of equity called and syndicated into LIHTC funds.

(4)

Comprised solely of WDIP separate account originations.

(5)

This is a non-GAAP financial measure. For more information on adjusted EBITDA, refer to the section below titled “Non-GAAP Financial Measure.”

(6)

As of June 30, 2025, included $45.1 million of equity under management and $76.2 million of assets under management of Interim program JV loans. The remainder consisted of WDIP debt funds. As of June 30, 2024, included $134.0 million of equity under management and $570.3 million of assets under management of Interim program JV loans. The remainder consisted of WDIP debt funds.

FINANCIAL RESULTS – THREE MONTHS

SERVICING & ASSET MANAGEMENT


	For the three months ended
	June 30,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Revenues
Origination fees	$	545	$	1,493	$	(948)	(63)	%
Servicing fees		83,693		80,418		3,275	4
Investment management fees		7,577		14,822		(7,245)	(49)
Net warehouse interest income, loans held for investment		—		366		(366)	(100)
Placement fees and other interest income		32,651		37,170		(4,519)	(12)
Other revenues		16,269		13,963		2,306	17
Total revenues	$	140,735	$	148,232	$	(7,497)	(5)

Expenses
Personnel	$	22,743	$	20,077	$	2,666	13	%
Amortization and depreciation		55,882		53,173		2,709	5
Provision (benefit) for credit losses		1,820		2,936		(1,116)	(38)
Interest expense on corporate debt		10,810		10,946		(136)	(1)
Other operating expenses		6,514		6,728		(214)	(3)
Total expenses	$	97,769	$	93,860	$	3,909	4
Income (loss) from operations	$	42,966	$	54,372	$	(11,406)	(21)
Income tax expense (benefit)		5,428		16,521		(11,093)	(67)
Net income (loss) before noncontrolling interests	$	37,538	$	37,851	$	(313)	(1)
Less: net income (loss) from noncontrolling interests		(3)		(2,581)		2,578	(100)
Net income (loss)	$	37,541	$	40,432	$	(2,891)	(7)

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FINANCIAL RESULTS – SIX MONTHS

SERVICING & ASSET MANAGEMENT


	For the six months ended
	June 30,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Revenues
Origination fees	$	1,629	$	1,533	$	96	6	%
Servicing fees		165,914		160,461		5,453	3
Investment management fees		17,259		28,342		(11,083)	(39)
Net warehouse interest income, loans held for investment		—		824		(824)	(100)
Placement fees and other interest income		62,273		72,773		(10,500)	(14)
Other revenues		25,563		25,534		29	0
Total revenues	$	272,638	$	289,467	$	(16,829)	(6)

Expenses
Personnel	$	42,289	$	38,132	$	4,157	11	%
Amortization and depreciation		110,380		106,244		4,136	4
Provision (benefit) for credit losses		5,532		3,460		2,072	60
Interest expense on corporate debt		20,741		22,137		(1,396)	(6)
Other operating expenses		13,982		11,851		2,131	18
Total expenses	$	192,924	$	181,824	$	11,100	6
Income (loss) from operations	$	79,714	$	107,643	$	(27,929)	(26)
Income tax expense (benefit)		23,079		27,674		(4,595)	(17)
Net income (loss) before noncontrolling interests	$	56,635	$	79,969	$	(23,334)	(29)
Less: net income (loss) from noncontrolling interests		(32)		(3,746)		3,714	(99)
Net income (loss)	$	56,667	$	83,715	$	(27,048)	(32)

Revenues

Servicing fees. As seen below, for the three and six months ended June 30, 2025, the increases were primarily attributable to increases in the average servicing portfolio period over period, combined with small increases in the average servicing fee rate. The increases in the average servicing portfolio were driven primarily by the $5.1 billion increase in Fannie Mae loans serviced. The increases in the average servicing fee rate were also driven by increases in Fannie Mae loans serviced, as rates for Fannie Mae loans are higher than other products in the servicing portfolio.


	For the three months ended					For the six months ended
	June 30,					June 30,
Servicing Fees Details (in thousands)	2025			2024		2025			2024
Average Servicing Portfolio	$	136,444,426		$	132,339,382	$	135,958,372		$	131,763,014
Dollar Change	$	4,105,044				$	4,195,358
Percentage Change		3	%				3	%
Average Servicing Fee (basis points)		24.2			24.0		24.2			24.0
Basis Point Change		0.2					0.2
Percentage Change		1	%				1	%

Investment management fees. For the three and six months ended June 30, 2025, investment management fees declined primarily as a result of an $8.5 million and $11.9 million decline, respectively, in investment management fees from our LIHTC operations, primarily due to lower expected asset dispositions in 2025 than in 2024 within the LIHTC funds. The decline in expected asset dispositions were driven by the sustained challenging market dynamics in the LIHTC space. For the three months only, the decrease due to LIHTC asset management fees was partially offset by an increase in revenues from our private credit investment management strategies.

Placement fees and other interest income. For the three and six months ended June 30, 2025, the decreases were primarily driven by a decrease in our average placement fees on escrow deposits of $5.0 million and $11.6 million for the three and six months ended June 30, 2025,

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respectively. The placement fee rates on escrow deposits decreased as a result of a lower short-term interest rate environment in 2025 compared to 2024.

Other revenues. For the three months ended June 30, 2025, the increase was primarily due to a $4.2 million increase in syndication and other fees, partially offset by a $2.5 million decrease in income from equity method investments. The increase in syndication fees was primarily driven by a 45% increase in equity syndication volume during the three months ended June 30, 2025 as we syndicated a large fund in 2025. Income from equity method investments decreased due to lower net income from our equity method investments.

Expenses

Personnel. For the three months ended June 30, 2025, the increase was primarily attributable to smaller increases in various types of costs such as salaries and benefits, commissions, and bonus accruals.

For the six months ended June 30, 2025, the increase was largely due to (i) a $2.6 million increase in salaries and benefits and bonus accruals resulting primarily from a 7% increase in average segment headcount and (ii) a $1.4 million increase in production bonuses due to the increased syndication volume.

Amortization and depreciation. For both the three and six months ended June 30, 2025, the increase was primarily driven by an increase in amortization of MSRs.

Interest expense on corporate debt. Interest expense on corporate debt is determined at a consolidated corporate level and allocated to each segment proportionally based on each segment’s use of that corporate debt. The discussion of our condensed consolidated results above has additional information related to the decrease in interest expense on corporate debt.

Income tax expense (benefit). Income tax expense is determined at a consolidated corporate level and allocated to each segment proportionally based on each segment’s income from operations, except for significant, one-time tax activities, which are allocated entirely to the segment impacted by the tax activity.

Non-GAAP Financial Measure

A reconciliation of adjusted EBITDA for our SAM segment is presented below. Our segment-level adjusted EBITDA represents the segment portion of consolidated adjusted EBITDA. A detailed description and reconciliation of consolidated adjusted EBITDA is provided above in our Consolidated Results of Operations—Non-GAAP Financial Measure. SAM adjusted EBITDA is reconciled to net income as follows:

ADJUSTED FINANCIAL MEASURE RECONCILIATION TO GAAP

SERVICING & ASSET MANAGEMENT


	For the three months ended				For the six months ended
	June 30,				June 30,
(in thousands)	2025		2024		2025		2024
Reconciliation of Net Income (loss) to Adjusted EBITDA
Net income (loss)	$	37,541	$	40,432	$	56,667	$	83,715
Income tax expense (benefit)		5,428		16,521		23,079		27,674
Interest expense on corporate debt		10,810		10,946		20,741		22,137
Amortization and depreciation		55,882		53,173		110,380		106,244
Provision (benefit) for credit losses		1,820		2,936		5,532		3,460
Net write-offs		—		—		—		—
Stock-based compensation expense		450		494		905		929
Write-off of unamortized issuance costs from corporate debt paydown		—		—		2,529		—
Adjusted EBITDA	$	111,931	$	124,502	$	219,833	$	244,159

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The following tables present period-to-period comparisons of the components of SAM adjusted EBITDA for the three and six months ended June 30, 2025 and 2024.

ADJUSTED EBITDA – THREE MONTHS

SERVICING & ASSET MANAGEMENT


	For the three months ended
	June 30,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Origination fees	$	545	$	1,493	$	(948)	(63)	%
Servicing fees		83,693		80,418		3,275	4
Investment management fees		7,577		14,822		(7,245)	(49)
Net warehouse interest income (expense), loans held for investment		—		366		(366)	(100)
Placement fees and other interest income		32,651		37,170		(4,519)	(12)
Other revenues		16,272		16,544		(272)	(2)
Personnel		(22,293)		(19,583)		(2,710)	14
Net write-offs		—		—		—	N/A
Other operating expenses		(6,514)		(6,728)		214	(3)
Adjusted EBITDA	$	111,931	$	124,502	$	(12,571)	(10)

ADJUSTED EBITDA – SIX MONTHS

SERVICING & ASSET MANAGEMENT


	For the six months ended
	June 30,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Origination fees	$	1,629	$	1,533	$	96	6	%
Servicing fees		165,914		160,461		5,453	3
Investment management fees		17,259		28,342		(11,083)	(39)
Net warehouse interest income (expense), loans held for investment		—		824		(824)	(100)
Placement fees and other interest income		62,273		72,773		(10,500)	(14)
Other revenues		25,595		29,280		(3,685)	(13)
Personnel		(41,384)		(37,203)		(4,181)	11
Net write-offs		—		—		—	N/A
Other operating expenses		(11,453)		(11,851)		398	(3)
Adjusted EBITDA	$	219,833	$	244,159	$	(24,326)	(10)

Three and six months ended June 30, 2025 compared to three and six months ended June 30, 2024

Servicing fees increased primarily due to growth in the average servicing portfolio period over period as a result of loan originations, combined with small increases in the average servicing fee rate. Investment management fees declined principally due to decreases in investment management fees from our LIHTC operations. Placement fees and other interest income decreased mainly due to decreases in our average placement fees on escrow deposits, partially offset by small increases in other interest income. For the six months ended June 30, 2025, only, other revenues decreased primarily due to a lower allocation of losses to noncontrolling interest holders in 2025 compared to 2024. For purposes of our adjusted EBITDA table above, we include gains (losses) from noncontrolling interest in other revenues instead of having a separate line item for noncontrolling interest activity. In cases where noncontrolling interests are allocated losses, other revenues are increased. Absent noncontrolling interest activity, the changes in other revenues were not significant year over year for either the three or six months ended June 30, 2025. Personnel expense increased principally as a result of increases in salaries and benefits expense and production bonuses.

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Corporate

FINANCIAL RESULTS – THREE MONTHS

CORPORATE


	For the three months ended
	June 30,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Revenues
Other interest income	$	3,335	$	3,870	$	(535)	(14)	%
Other revenues		2,379		404		1,975	489
Total revenues	$	5,714	$	4,274	$	1,440	34

Expenses
Personnel	$	22,704	$	20,510	$	2,194	11	%
Amortization and depreciation		1,908		1,732		176	10
Interest expense on corporate debt		1,489		1,629		(140)	(9)
Other operating expenses		21,632		21,189		443	2
Total expenses	$	47,733	$	45,060	$	2,673	6
Income (loss) from operations	$	(42,019)	$	(40,786)	$	(1,233)	3
Income tax expense (benefit)		(5,288)		(11,978)		6,690	(56)
Net income (loss)	$	(36,731)	$	(28,808)	$	(7,923)	28

Diluted EPS		(1.08)		(0.85)		(0.23)	27
Adjusted EBITDA⁽¹⁾	$	(36,443)	$	(35,039)	$	(1,404)	4	%

FINANCIAL RESULTS – SIX MONTHS

CORPORATE


	For the six months ended
	June 30,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Revenues
Other interest income	$	6,924	$	7,669	$	(745)	(10)	%
Other revenues		1,684		1,532		152	10
Total revenues	$	8,608	$	9,201	$	(593)	(6)

Expenses
Personnel	$	38,082	$	34,731	$	3,351	10	%
Amortization and depreciation		3,890		3,415		475	14
Interest expense on corporate debt		2,885		3,246		(361)	(11)
Other operating expenses		41,815		39,857		1,958	5
Total expenses	$	86,672	$	81,249	$	5,423	7
Income (loss) from operations	$	(78,064)	$	(72,048)	$	(6,016)	8
Income tax expense (benefit)		(22,601)		(18,523)		(4,078)	22
Net income (loss)	$	(55,463)	$	(53,525)	$	(1,938)	4

Diluted EPS		(1.62)		(1.58)		(0.04)	3
Adjusted EBITDA	$	(66,052)	$	(61,263)	$	(4,789)	8	%

(1)

This is a non-GAAP financial measure. For more information on adjusted EBITDA, refer to the section below titled “Non-GAAP Financial Measure”

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Revenues

Other revenues. For the three months ended June 30, 2025, the increase was primarily due to (i) $1.1 million of interest income on invested capital outstanding during the quarter, with no comparable activity in the prior year, and (ii) a $1.5 million increase in income from our deferred compensation plan that drives an equal and offsetting increase in personnel expense.

Expenses

Personnel. For the three months ended June 30, 2025, the increase was primarily due to a $3.0 million increase in salaries and benefits due to an 8% increase in average segment headcount combined with a $1.5 million increase in expense from our deferred compensation plan, partially offset by a $1.6 million decrease in subjective bonus accrual.

For the six months ended June 30, 2025, the increase was driven by a $6.2 million increase in salaries and benefits due to a 7% increase in average segment headcount, partially offset by a $1.6 million decrease in subjective bonus accrual.

Interest expense on corporate debt. Interest expense on corporate debt is determined at a consolidated corporate level and allocated to each segment proportionally based on each segment’s use of that corporate debt. The discussion of our consolidated results above has additional information related to the increase in interest expense on corporate debt.

Income tax expense (benefit). Income tax expense (benefit) is determined at a consolidated corporate level and allocated to each segment proportionally based on each segment’s income from operations, except for significant, one-time tax activities, which are allocated entirely to the segment impacted by the tax activity.

Non-GAAP Financial Measure

A reconciliation of adjusted EBITDA for our Corporate segment is presented below. Our segment-level adjusted EBITDA represents the segment portion of consolidated adjusted EBITDA. A detailed description and reconciliation of consolidated adjusted EBITDA is provided above in our Consolidated Results of Operations—Non-GAAP Financial Measure. Corporate adjusted EBITDA is reconciled to net income as follows:

ADJUSTED FINANCIAL MEASURE RECONCILIATION TO GAAP

CORPORATE


	For the three months ended				For the six months ended
	June 30,				June 30,
(in thousands)	2025		2024		2025		2024
Reconciliation of Net Income (loss) to Adjusted EBITDA
Net Income (loss)	$	(36,731)	$	(28,808)	$	(55,463)	$	(53,525)
Income tax expense (benefit)		(5,288)		(11,978)		(22,601)		(18,523)
Interest expense on corporate debt		1,489		1,629		2,885		3,246
Amortization and depreciation		1,908		1,732		3,890		3,415
Stock-based compensation expense		2,179		2,386		4,815		4,124
Write-off of unamortized issuance costs from corporate debt paydown		—		—		422		—
Adjusted EBITDA	$	(36,443)	$	(35,039)	$	(66,052)	$	(61,263)

The following tables present period-to-period comparisons of the components of Corporate adjusted EBITDA for the three and six months ended June 30, 2025 and 2024.

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ADJUSTED EBITDA – THREE MONTHS

CORPORATE


	For the three months ended
	June 30,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Other interest income	$	3,335	$	3,870	$	(535)	(14)	%
Other revenues		2,379		404		1,975	489
Personnel		(20,525)		(18,124)		(2,401)	13
Other operating expenses		(21,632)		(21,189)		(443)	2
Adjusted EBITDA	$	(36,443)	$	(35,039)	$	(1,404)	4

ADJUSTED EBITDA – SIX MONTHS

CORPORATE


	For the six months ended
	June 30,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Other interest income		6,924		7,669		(745)	(10)	%
Other revenues		1,684		1,532		152	10
Personnel		(33,267)		(30,607)		(2,660)	9
Other operating expenses		(41,393)		(39,857)		(1,536)	4
Adjusted EBITDA	$	(66,052)	$	(61,263)	$	(4,789)	8

Three months ended June 30, 2025 compared to three months ended June 30, 2024

Other revenues increased primarily due to an increase in income from invested capital that was outstanding during the quarter and an increase in income from our deferred compensation plan. The increase in personnel expense was primarily due to higher salaries and benefit costs, partially offset by a decrease in subjective bonuses tied to company performance and other compensation expenses.

Six months ended June 30, 2025 compared to six months ended June 30, 2024

The increase in personnel expense was primarily due to higher salaries and benefit costs, partially offset by a decrease in subjective bonuses tied to company performance and other compensation expenses.

Liquidity and Capital Resources

Uses of Liquidity, Cash and Cash Equivalents

Our significant recurring cash flow requirements consist of liquidity to (i) fund loans held for sale; (ii) pay cash dividends; (iii) fund our portion of the equity necessary to support equity-method investments; (iv) fund investments in properties to be syndicated to LIHTC investment funds that we will asset-manage; (v) make payments related to earnouts from acquisitions; (vi) meet working capital needs to support our day-to-day operations, including debt service payments, joint venture development partnership contributions, advances for servicing, loan repurchases and payments for salaries, commissions, and income taxes; and (vii) meet working capital to satisfy collateral requirements for our Fannie Mae DUS risk-sharing obligations and to meet the operational liquidity requirements of Fannie Mae, Freddie Mac, HUD, Ginnie Mae, and our warehouse facility lenders.

Fannie Mae has established benchmark standards for capital adequacy and reserves the right to terminate our servicing authority for all or some of the portfolio if, at any time, it determines that our financial condition is not adequate to support our obligations under the DUS agreement. We are required to maintain acceptable net worth as defined in the standards, and we satisfied the requirements as of June 30, 2025. The net worth requirement is derived primarily from unpaid balances on Fannie Mae loans and the level of risk-sharing. As of June 30, 2025, the net worth requirement was $337.4 million, and our net worth was $1.0 billion, as measured at our wholly owned operating subsidiary, Walker & Dunlop, LLC. As of June 30, 2025, we were required to maintain at least $67.2 million of liquid assets to meet our operational

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liquidity requirements for Fannie Mae, Freddie Mac, HUD, Ginnie Mae and our warehouse facility lenders. As of June 30, 2025, we had operational liquidity of $220.2 million, as measured at our wholly owned operating subsidiary, Walker & Dunlop, LLC.

The aggregate fair value of our contingent consideration liabilities as of June 30, 2025 was $19.7 million. This fair value represents management’s best estimate of the discounted cash payments that will be made in the future related to contingent consideration arrangements. The maximum remaining undiscounted earnout payments as of June 30, 2025 was $245.9 million, with the vast majority of the undiscounted payments related to the acquisition of Geophy B.V. in 2022, and is not expected to be achieved and thus paid.

We paid a cash dividend of $0.67 per share during the second quarter of 2025, which is 3% higher than the quarterly dividend paid in the second quarter of 2024. On August 6, 2025, the Company’s Board of Directors declared a dividend of $0.67 per share for the third quarter of 2025. The dividend will be paid on September 5, 2025 to all holders of record of our restricted and unrestricted common stock as of August 21, 2025.

In February 2025, our Board of Directors approved a stock repurchase program that permits the repurchase of up to $75.0 million of shares of our common stock over a 12-month period beginning February 21, 2025 (the “2025 Stock Repurchase Program”). During the six months ended June 30, 2025, we did not repurchase any shares under the 2025 Stock Repurchase Program, and we had $75.0 million of remaining capacity under the 2025 Stock Repurchase Program as of June 30, 2025.

Historically, our cash flows from operating activities and warehouse facilities have been sufficient to enable us to meet our short-term liquidity needs and other funding requirements. We believe that cash flows from operating activities will continue to be sufficient for us to meet our current obligations for the foreseeable future.

Restricted Cash and Pledged Securities

Restricted cash consists primarily of good faith deposits held on behalf of borrowers between the time we enter into a loan commitment with the borrower and the investor purchases the loan. We are generally required to share the risk of any losses associated with loans sold under the Fannie Mae DUS program, which is an off-balance sheet arrangement. We are required to secure this obligation by assigning collateral to Fannie Mae. We meet this obligation by assigning pledged securities to Fannie Mae. The amount of collateral required by Fannie Mae is a formulaic calculation at the loan level and considers the balance of the loan, the risk level of the loan, the age of the loan, and the level of risk-sharing. Fannie Mae requires collateral for Tier 2 loans of 75 basis points, which is funded over a 48-month period that begins upon delivery of the loan to Fannie Mae. Collateral held in the form of money market funds holding U.S. Treasuries is discounted 5%, and Agency MBS are discounted 4% for purposes of calculating compliance with the collateral requirements. As of June 30, 2025, we held substantially all of our restricted liquidity in Agency MBS in the aggregate amount of $200.5 million. Additionally, the majority of the loans for which we have risk-sharing are Tier 2 loans. We fund any growth in our Fannie Mae required operational liquidity and collateral requirements from our working capital.

We are in compliance with the June 30, 2025 collateral requirements as outlined above. As of June 30, 2025, reserve requirements for the June 30, 2025 DUS loan portfolio will require us to fund $75.9 million in additional restricted liquidity over the next 48 months, assuming no further principal paydowns, prepayments, or defaults within our at-risk portfolio. Fannie Mae has assessed the DUS Capital Standards in the past and may make changes to these standards in the future. We generate sufficient cash flows from our operations to meet these capital standards and do not expect any future changes to have a material impact on our future operations; however, any future changes to collateral requirements may adversely impact our available cash.

Under the provisions of the DUS agreement, we must also maintain a certain level of liquid assets referred to as the operational and unrestricted portions of the required reserves each year. We satisfied these requirements as of June 30, 2025.

Sources of Liquidity: Warehouse Facilities and Notes Payable

Warehouse Facilities

We use a combination of warehouse facilities and notes payable to provide funding for our operations. We use warehouse facilities to fund our Agency Lending and Interim Loan Program. Our ability to originate Agency mortgage loans and loans held for investments depends upon our ability to secure and maintain these types of financing agreements on acceptable terms. For a detailed description of the terms of each

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warehouse agreement, refer to “Warehouse Facilities” in NOTE 6 in the consolidated financial statements in our 2024 Form 10-K, as updated in NOTE 6 in the condensed consolidated financial statements in this Form 10-Q.

Notes Payable

For a detailed description of the terms of our various corporate debt instruments and related amendments, refer to “Notes Payable – Term Loan Note Payable” in NOTE 6 in the consolidated financial statements in our 2024 Form 10-K and “Notes Payable” in NOTE 6 in the condensed consolidated financial statements in our Form 10-Q for the quarterly period ending March 31, 2025.

The warehouse facilities and notes payable are subject to various financial covenants. The Company is in compliance with all of these financial covenants as of June 30, 2025.

Credit Quality, Allowance for Risk-Sharing Obligations, and Loan Repurchases

The following table sets forth certain information useful in evaluating our credit performance.


	June 30,
	2025			2024
Key Credit Metrics (in thousands)
Risk-sharing servicing portfolio:
Fannie Mae Full Risk	$	61,486,070		$	55,915,670
Fannie Mae Modified Risk		8,556,839			9,038,756
Freddie Mac Modified Risk		10,000			69,510
Total risk-sharing servicing portfolio	$	70,052,909		$	65,023,936

Non-risk-sharing servicing portfolio:
Fannie Mae No Risk	$	—		$	—
Freddie Mac No Risk		39,423,013			39,868,901
GNMA - HUD No Risk		11,008,314			10,619,764
Brokered		16,864,888			17,239,417
Total non-risk-sharing servicing portfolio	$	67,296,215		$	67,728,082
Total loans serviced for others	$	137,349,124		$	132,752,018

Loans held for investment (full risk)		36,926			25,893
Interim Program JV Managed Loans⁽¹⁾		76,215			570,299

At-risk servicing portfolio⁽²⁾	$	65,378,944		$	60,122,274
Maximum exposure to at-risk portfolio⁽³⁾		13,382,410			12,222,290
Defaulted loans⁽⁴⁾		108,530			48,560

Defaulted loans as a percentage of the at-risk portfolio		0.17	%		0.08	%
Allowance for risk-sharing as a percentage of the at-risk portfolio		0.05			0.05
Allowance for risk-sharing as a percentage of maximum exposure		0.25			0.25

(1)

As of June 30, 2025 and 2024, this balance consisted of Interim Program JV managed loans. We indirectly share in a portion of the risk of loss associated with Interim Program JV managed loans through our 15% equity ownership in the Interim Program JV. We have no exposure to risk of loss for the loans serviced directly for the Interim Program JV partner. The balance of this line is included as a component of assets under management in the Supplemental Operating Data table above.

(2)

At-risk servicing portfolio is defined as the balance of Fannie Mae DUS loans subject to the risk-sharing formula described below, as well as a small number of Freddie Mac loans on which we share in the risk of loss. Use of the at-risk portfolio provides for comparability of the full risk-sharing and modified risk-sharing loans because the provision and allowance for risk-sharing obligations are based on the at-risk balances of the associated loans. Accordingly, we have presented the key statistics as a percentage of the at-risk portfolio.

For example, a $15 million loan with 50% risk-sharing has the same potential risk exposure as a $7.5 million loan with full DUS risk sharing. Accordingly, if the $15 million loan with 50% risk-sharing were to default, we would view the overall loss as a percentage of the at-risk balance, or $7.5 million, to ensure comparability between all risk-sharing obligations. To date, substantially all of the risk-sharing obligations that we have settled have been from full risk-sharing loans.

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(3)

Represents the maximum loss we would incur under our risk-sharing obligations if all of the loans we service, for which we retain some risk of loss, were to default and all of the collateral underlying these loans was determined to be without value at the time of settlement. The maximum exposure is not representative of the actual loss we would incur.

(4)

Defaulted loans represent loans in our Fannie Mae at-risk portfolio or Freddie Mac SBL pre-securitized portfolio that are probable of foreclosure or that have foreclosed and for which the Company has recorded a collateral-based reserve (i.e., loans where we have assessed a probable loss). Other loans that are delinquent but not foreclosed or that are not probable of foreclosure are not included here. Additionally, loans that have foreclosed or are probable of foreclosure but are not expected to result in a loss to the Company are not included here.

Fannie Mae DUS risk-sharing obligations are based on a tiered formula and represent substantially all of our risk-sharing activities. The risk-sharing tiers and the amount of the risk-sharing obligations we absorb under full risk-sharing are provided below. Except as described in the following paragraph, the maximum amount of risk-sharing obligations we absorb at the time of default is generally 20% of the origination UPB of the loan.



Risk-Sharing Losses		Percentage Absorbed by Us
First 5% of UPB at the time of loss settlement		100%
Next 20% of UPB at the time of loss settlement		25%
Losses above 25% of UPB at the time of loss settlement		10%
Maximum loss		20% of origination UPB

Fannie Mae can double or triple our risk-sharing obligation if the loan does not meet specific underwriting criteria or if a loan defaults within 12 months of its sale to Fannie Mae. We may request modified risk-sharing at the time of origination, which reduces our potential risk-sharing obligation from the levels described above. At times, we may agree to a higher risk-sharing percentage (up to 100% of UPB) after origination and under limited circumstances.

We have a loss-sharing arrangement with Freddie Mac related to SBLs that is only applicable to SBLs that are pre-securitized and outstanding for more than 12 months. If a loan defaults prior to securitization, we are required to share the losses with Freddie Mac. Our loss-sharing arrangement is a 10% top loss, meaning that we are responsible for the first 10% of the losses incurred on such defaulted loans. We have never incurred a loss on a Freddie Mac SBL; however, we have three defaulted loans with allowances in our portfolio that are awaiting final resolution.

We use several techniques to manage our risk exposure under the Fannie Mae DUS risk-sharing program. These techniques include maintaining a strong underwriting and approval process, evaluating and modifying our underwriting criteria given the underlying multifamily housing market fundamentals, limiting our geographic market and borrower exposures, and electing the modified risk-sharing option under the Fannie Mae DUS program.

The Segments – Capital Markets section of “Item 1. Business” in our 2024 Form 10-K contains a discussion of the risk-sharing caps we have with Fannie Mae.

We regularly monitor the credit quality of all loans for which we have a risk-sharing obligation. Loans with indicators of underperforming credit are placed on a watch list, assigned a numerical risk rating based on our assessment of the relative credit weakness, and subjected to additional evaluation or loss mitigation. Indicators of underperforming credit include poor financial performance, poor physical condition, poor management, and delinquency. For loans that are individually evaluated, a reserve for estimated credit losses is recorded when it is probable that a risk-sharing loan will foreclose or has foreclosed (“collateral-based reserves”), and a reserve for estimated credit losses and a guaranty obligation are recorded for all other risk-sharing loans. We do not record a collateral-based reserve when it is probable that a risk sharing loan will foreclose or has foreclosed, and the disposition proceeds are expected to be higher than the UPB, resulting in no losses for the Company.

The allowance for risk-sharing obligations related to the Company’s $64.7 billion at-risk Fannie Mae servicing portfolio and our Freddie Mac defaulted SBLs as of June 30, 2025 was $24.6 million compared to $24.2 million as of December 31, 2024.

As of June 30, 2025, eight loans (five Fannie Mae loans and three Freddie Mac SBLs) were in default with an aggregate UPB of $108.5 million compared to five Fannie Mae loans with an aggregate UPB of $48.6 million that were in default as of June 30, 2024. The collateral-based reserve on defaulted loans was $8.6 million and $5.6 million as of June 30, 2025 and 2024, respectively. We had a provision for risk-sharing obligations of $1.3 million for the three months ended June 30, 2025 compared to a provision for risk-sharing obligations of $0.4

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million for the three months ended June 30, 2024. We had a provision for risk-sharing obligations of $5.0 million for the six months ended June 30, 2025 compared to a benefit for risk-sharing obligations of $1.1 million for the six months ended June 30, 2024.

We are obligated to repurchase loans that are originated for the Agencies’ programs if certain representations and warranties that we provide in connection with such originations are breached. NOTE 2 in the condensed consolidated financial statements has additional details regarding our repurchase obligations.

New/Recent Accounting Pronouncements

As seen in NOTE 2 in the condensed consolidated financial statements in Item 1 of Part I of this Form 10-Q, our preliminary conclusion is that there are no accounting pronouncements that the Financial Accounting Standards Board has issued that have the potential to materially impact us as of June 30, 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

For loans held for sale to Fannie Mae, Freddie Mac, and HUD, we are not currently exposed to unhedged interest rate risk during the loan commitment, closing, and delivery processes. The sale or placement of each loan to an investor is negotiated prior to closing on the loan with the borrower, and the sale or placement is typically effectuated within 60 days of closing. The coupon rate for the loan is set at the same time we establish the interest rate with the investor.

Some of our assets and liabilities are subject to changes in interest rates. Placement fee revenue from escrow deposits generally track the effective Federal Funds Rate (“EFFR”). The EFFR was 433 basis points and 533 basis points as of June 30, 2025 and 2024, respectively. The following table shows the impact on our placement fee revenue due to a 100-basis point increase and decrease in EFFR based on our escrow balances outstanding at each period end. A portion of these changes in earnings as a result of a 100-basis point increase in the EFFR would be delayed by several months due to the negotiated nature of some of our placement arrangements.


(in thousands)	As of June 30,
Change in annual placement fee revenue due to:	2025		2024
100 basis point increase in EFFR	$	26,725	$	26,619
100 basis point decrease in EFFR		(26,725)		(26,619)

The borrowing cost of our warehouse facilities used to fund loans held for sale is based on Secured Overnight Financing Rate (“SOFR”). SOFR was 445 basis points and 533 basis points as of June 30, 2025 and 2024, respectively. The following table shows the impact on our annual net warehouse interest income due to a 100-basis point increase and decrease in SOFR, based on our warehouse borrowings outstanding at each period end. The changes shown below do not reflect an increase or decrease in the interest rate earned on our loans held for sale.


(in thousands)	As of June 30,
Change in annual net warehouse interest income due to:	2025		2024
100 basis point increase in SOFR	$	(11,791)	$	(8,077)
100 basis point decrease in SOFR		11,791		8,077

All of our corporate debt is effectively based on Adjusted Term SOFR. The following table shows the impact on our annual earnings due to a 100-basis point increase and decrease in SOFR as of June 30, 2025 and 2024, respectively, based on the debt balances outstanding at each period end.


(in thousands)	As of June 30,
Change in annual income from operations due to:	2025		2024
100 basis point increase in SOFR	$	(8,489)	$	(7,825)
100 basis point decrease in SOFR		8,489		7,825

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Market Value Risk

The fair value of our MSRs is subject to market-value risk. A 100-basis point increase or decrease in the weighted average discount rate would decrease or increase, respectively, the fair value of our MSRs by approximately $40.3 million as of June 30, 2025 compared to $42.7 million as of June 30, 2024. Additionally, a 50-basis point increase or decrease in the placement fee rates would increase or decrease, respectively, the fair value of our MSRs by approximately $49.1 million as of June 30, 2025. Our Fannie Mae and Freddie Mac loans include economic deterrents that reduce the risk of loan prepayment prior to the expiration of the prepayment protection period, including prepayment premiums, loan defeasance, or yield maintenance fees. These prepayment protections generally extend the duration of a loan compared to a loan without similar protections. As of both June 30, 2025 and 2024, 90% of the loans for which we earn servicing fees are protected from the risk of prepayment through prepayment provisions; given this significant level of prepayment protection, we do not hedge our servicing portfolio for prepayment risk.

Item 4. Controls and Procedures

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Based on that evaluation, the principal executive officer and principal financial officer concluded that the design and operation of these disclosure controls and procedures as of the end of the period covered by this report were effective to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, we may be party to various claims and litigation, none of which we believe is material. We cannot predict the outcome of any pending litigation and may be subject to consequences that could include fines, penalties, and other costs, and our reputation and business may be impacted. Our management believes that any liability that could be imposed on us in connection with the disposition of any pending lawsuits would not have a material adverse effect on our business, results of operations, liquidity, or financial condition.

Item 1A. Risk Factors

We have included in Part I, Item 1A of our 2024 Form 10-K descriptions of certain risks and uncertainties that could affect our business, future performance, or financial condition (the “Risk Factors”). There have been no material changes from the disclosures provided in our 2024 Form 10-K. Investors should consider the Risk Factors prior to making an investment decision with respect to the Company’s stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Under the Company’s 2024 Equity Incentive Plan, subject to the Company’s approval, grantees have the option of electing to satisfy minimum tax withholding obligations at the time of vesting or exercise by allowing the Company to withhold and purchase the shares of stock otherwise issuable to the grantee. During the quarter ended June 30, 2025, we purchased nine thousand shares to satisfy grantee tax withholding obligations on share-vesting events. During the first quarter of 2025, the Company’s Board of Directors approved the 2025 Stock Repurchase

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Program. During the quarter ended June 30, 2025, we did not repurchase any shares under the 2025 Stock Repurchase Program. The Company had $75.0 million of authorized share repurchase capacity remaining as of June 30, 2025.

The following table provides information regarding common stock repurchases for the quarter ended June 30, 2025:


				Total Number of	Approximate
				Shares Purchased as	Dollar Value
	Total Number	Average		Part of Publicly	of Shares that May
	of Shares	Price Paid		Announced Plans	Yet Be Purchased Under
Period	Purchased	per Share		or Programs	the Plans or Programs
April 1-30, 2025	1,690	$	83.11	—		75,000,000
May 1-31, 2025	6,942		71.71	—		75,000,000
June 1-30, 2025	—		N/A	—		75,000,000
2^nd Quarter	8,632	$	73.94	—

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Arrangements

During the quarter ended June 30, 2025, director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company or a “Rule 10b5-1 trading ” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408 of Regulation S-K.

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Item 6. Exhibits

(a) Exhibits:

2.1		Contribution Agreement, dated as of October 29, 2010, by and among Mallory Walker, Howard W. Smith, William M. Walker, Taylor Walker, Richard C. Warner, Donna Mighty, Michael Alinksy, Edward B. Hermes, Deborah A. Wilson and Walker & Dunlop, Inc. (incorporated by reference to Exhibit 2.1 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-168535) filed on December 1, 2010)
2.2		Contribution Agreement, dated as of October 29, 2010, between Column Guaranteed LLC and Walker & Dunlop, Inc. (incorporated by reference to Exhibit 2.2 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-168535) filed on December 1, 2010)
2.3		Amendment No. 1 to Contribution Agreement, dated as of December 13, 2010, by and between Walker & Dunlop, Inc. and Column Guaranteed LLC (incorporated by reference to Exhibit 2.3 to Amendment No. 6 to the Company’s Registration Statement on Form S-1 (File No. 333-168535) filed on December 13, 2010)
2.4		Purchase Agreement, dated June 7, 2012, by and among Walker & Dunlop, Inc., Walker & Dunlop, LLC, CW Financial Services LLC and CWCapital LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K/A filed on June 15, 2012)
2.5		Purchase Agreement, dated as of August 30, 2021, by and among Walker & Dunlop, Inc., WDAAC, LLC, Alliant Company, LLC, Alliant Capital, Ltd., Alliant Fund Asset Holdings, LLC, Alliant Asset Management Company, LLC, Alliant Strategic Investments II, LLC, ADC Communities, LLC, ADC Communities II, LLC, AFAH Finance, LLC, Alliant Fund Acquisitions, LLC, Vista Ridge 1, LLC, Alliant, Inc., Alliant ADC, Inc., Palm Drive Associates, LLC, and Shawn Horwitz (incorporated by reference to Exhibit 2.5 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021)
2.6		Amendment No. 1 to Purchase Agreement, dated as of December 31, 2024, by and among Walker & Dunlop, Inc., WDAAC, LLC, Alliant, Inc., Alliant ADC, Inc., Palm Drive Associates, LLC, and Shawn Horowitz (incorporated by reference to Exhibit 2.6 to the Company’s Annual Report on Form 10-K filed on February 25, 2025)
2.7		Share Purchase Agreement dated February 4, 2022 by and among Walker & Dunlop, Inc., WD-GTE, LLC, GeoPhy B.V. (“GeoPhy”), the several persons and entities constituting the holders of all of GeoPhy’s issued and outstanding shares of capital stock, and Shareholder Representative Services LLC, as representative of the Shareholders (incorporated by reference to Exhibit 2.6 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021)
3.1		Articles of Amendment and Restatement of Walker & Dunlop, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-168535) filed on December 1, 2010)
3.2		Amended and Restated Bylaws of Walker & Dunlop, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 10, 2023)
4.1		Specimen Common Stock Certificate of Walker & Dunlop, Inc. (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-168535) filed on September 30, 2010)
4.2		Registration Rights Agreement, dated December 20, 2010, by and among Walker & Dunlop, Inc. and Mallory Walker, Taylor Walker, William M. Walker, Howard W. Smith, III, Richard C. Warner, Donna Mighty, Michael Yavinsky, Ted Hermes, Deborah A. Wilson and Column Guaranteed LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 27, 2010)
4.3		Stockholders Agreement, dated December 20, 2010, by and among William M. Walker, Mallory Walker, Column Guaranteed LLC and Walker & Dunlop, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 27, 2010)
4.4		Piggy-Back Registration Rights Agreement, dated June 7, 2012, by and among Column Guaranteed, LLC, William M. Walker, Mallory Walker, Howard W. Smith, III, Deborah A. Wilson, Richard C. Warner, CW Financial Services LLC and Walker & Dunlop, Inc. (incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012 filed on August 9, 2012)
4.5		Voting Agreement, dated as of June 7, 2012, by and among Walker & Dunlop, Inc., Walker & Dunlop, LLC, Mallory Walker, William M. Walker, Richard Warner, Deborah Wilson, Richard M. Lucas, and Howard W. Smith, III, and CW Financial Services LLC (incorporated by reference to Annex C of the Company’s proxy statement filed on July 26, 2012)
4.6		Voting Agreement, dated as of June 7, 2012, by and among Walker & Dunlop, Inc., Walker & Dunlop, LLC, Column Guaranteed, LLC and CW Financial Services LLC (incorporated by reference to Annex D of the Company’s proxy statement filed on July 26, 2012)
4.7		Indenture, dated as of March 14, 2025, by and among Walker & Dunlop, Inc., the guarantors from time to time party thereto, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 14, 2025)
10.1		Fifteenth Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated as of April 11, 2025, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc. and PNC Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 14, 2025)
31.1	*	Certification of Walker & Dunlop, Inc.'s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	*	Certification of Walker & Dunlop, Inc.'s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	**	Certification of Walker & Dunlop, Inc.'s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	*	Inline XBRL Taxonomy Extension Schema Document
101.CAL	*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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*: Filed herewith.

**:

Furnished herewith. Information in this Form 10-Q furnished herewith shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Walker & Dunlop, Inc.
Date: August 7, 2025	By:	/s/ William M. Walker
		William M. Walker
		Chairman and Chief Executive Officer


Date: August 7, 2025	By:	/s/ Gregory A. Florkowski
		Gregory A. Florkowski
		Executive Vice President and Chief Financial Officer

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Walker & Dunlop, Inc. - Quarter Report: 2025 June (Form 10-Q)

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