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What changed in Walker & Dunlop, Inc.'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of Walker & Dunlop, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+424 added406 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-25)

Top changes in Walker & Dunlop, Inc.'s 2025 10-K

424 paragraphs added · 406 removed · 301 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

46 edited+22 added30 removed95 unchanged
Biggest changeWe also are required to comply with certain provisions of, among other statutes and regulations, the USA PATRIOT Act, regulations promulgated by the Office of Foreign Asset Control, the Employee Retirement Income Security Act of 1974, as amended, which we refer to as “ERISA,” and federal and state securities laws and regulations. 11 Table of Contents Requirements of the Agencies To maintain our status as an approved lender for Fannie Mae and Freddie Mac and as a HUD-approved mortgagee and issuer of Ginnie Mae securities, we are required to meet and maintain various eligibility criteria established by the Agencies, such as minimum net worth, operational liquidity and collateral requirements, and compliance with reporting requirements.
Biggest changeRequirements of the Agencies To maintain our status as an approved lender for Fannie Mae and Freddie Mac and as a HUD-approved mortgagee and issuer of Ginnie Mae securities, we are required to meet and maintain various eligibility criteria established by the Agencies, such as minimum net worth, operational liquidity and collateral requirements, and compliance with reporting requirements.
We are a leader in commercial real estate technology through developing and acquiring of 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 the growth of our small-balance lending business and our appraisal platform, Apprise by Walker & Dunlop (“Apprise”). Walker & Dunlop, Inc. is a holding company.
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 the growth of our small-balance lending business and our appraisal platform, Apprise by Walker & Dunlop (“Apprise”). Walker & Dunlop, Inc. is a holding company.
This disruption has led to a significant slowdown in debt financing, small balance lending, and property sales activity. This disruption has also caused us to moderate our pace of investment in some areas of our business necessary to fully achieve these milestones, including the number of technology professionals, salespeople, and amount of capital invested throughout our business.
This disruption led to a significant slowdown in debt financing, small balance lending, and property sales activity. This disruption has also caused us to moderate our pace of investment in some areas of our business necessary to fully achieve these milestones, including the number of technology professionals, salespeople, and amount of capital invested throughout our business.
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.
The loan origination and debt brokerage fees, net and the fair value of expected net cash flows from servicing, net of guaranty obligation 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.
These rules and regulations cover, among other things, sales practices, fee arrangements, disclosures to clients, capital adequacy, use and safekeeping of clients’ funds, and securities, Material Non-Public Information (“MNPI”), recordkeeping and reporting and the qualification and conduct of officers, employees and independent contractors. Broker-dealers are subject to periodic inspection and examination by the SEC and FINRA.
These rules and regulations cover, among other things, sales practices, fee arrangements, disclosures to clients, capital adequacy, use and safekeeping of clients’ funds, and securities, material non-public information, recordkeeping and reporting and the qualification and conduct of officers, employees and independent contractors. Broker-dealers are subject to periodic inspection and examination by the SEC and FINRA.
Accordingly, loans originated in the past may have been subject to modified 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 to 100% of a loan’s unpaid principal balance (“UPB”) in lieu of the risk-sharing agreement described above.
Accordingly, loans originated in the past may have been subject to modified 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 unpaid principal balance (“UPB”) in lieu of the risk-sharing agreement described above.
In the fourth quarter 2024, WDIP closed the first round of a commingled investor credit fund (“Debt Fund II”) focused on the same core product as Debt Fund I. Investors in Debt Fund II include life insurance companies, pension funds, high net worth individuals and Walker & Dunlop.
In the fourth quarter 2024, WDIP closed the first round of a commingled multi-investor credit fund (“Debt Fund II”) focused on the same core product as Debt Fund I. Investors in Debt Fund II include life insurance companies, pension funds, high net worth individuals and Walker & Dunlop.
The sale or placement of each loan to an investor is negotiated at the same time 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 only returned to the borrower after the loan is closed.
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 only returned to the borrower after the loan is closed.
Other major corporate-level functions include our equity-method investments, accounting, information technology, legal, human resources, marketing, internal audit, and various other corporate groups. Our Growth Strategy In 2020, the Company implemented a strategy to reach $2 billion of total annual revenues by the end of 2025 by accomplishing the following milestones: (i) at least $60 billion of annual debt financing volume, (ii) at least $5 billion of annual small balance multifamily debt financing volume, (iii) annual property sales volume of at least $25 billion, (iv) an unpaid principal balance of at least $160 billion in our servicing portfolio, and (v) at least $10 billion of assets under management.
Other major corporate-level functions include our equity-method investments, accounting, information technology, legal, human resources, marketing, internal audit, and various other corporate groups. 9 Table of Contents Our Growth Strategy In 2020, the Company implemented a strategy to reach $2 billion of total annual revenues by the end of 2025 by accomplishing the following milestones: (i) at least $60 billion of annual debt financing volume, (ii) at least $5 billion of annual small balance multifamily debt financing volume, (iii) annual property sales volume of at least $25 billion, (iv) an unpaid principal balance of at least $160 billion in our servicing portfolio, and (v) at least $10 billion of assets under management.
We are the eighth largest LIHTC syndicator in the country. Competitors in this fragmented but highly competitive industry include but are not limited to: Boston Financial Investment Management, L.P., Raymond James & Associates, Inc., Enterprise Community Partners, Inc., The Richman Group Affordable Housing Corporation, National Equity Fund, Inc., and PNC Real Estate.
We are the ninth largest LIHTC syndicator in the country. Competitors in this fragmented but highly competitive industry include but are not limited to: Boston Financial Investment Management, L.P., Raymond James & Associates, Inc., Enterprise Community Partners, Inc., The Richman Group Affordable Housing Corporation, National Equity Fund, Inc., and PNC Real Estate.
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 transaction. The full risk-sharing limit has varied over time.
We also may request modified risk-sharing at the time of origination on loans below $400 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 transaction. The full risk-sharing limit has varied over time.
The Interim Program JV assumes full risk of loss while the loans it originates are outstanding, while we assume risk commensurate with our 15% ownership interest. The Interim Program JV has not originated new loans since 2022, resulting in a small number of loans remaining in the Interim Program JV as of December 31, 2024.
The Interim Program JV assumes full risk of loss while the loans it originates are outstanding, while we assume risk commensurate with our 15% ownership interest. The Interim Program JV has not originated new loans since 2022, resulting in a small number of loans remaining in the Interim Program JV as of December 31, 2025.
Consequently, there were no loans outstanding under the Interim Loan Program as of December 31, 2024. 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”).
Consequently, there were no loans outstanding under the Interim Loan Program as of December 31, 2025. 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”).
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.
We recognize Loan origination and debt brokerage fees, net and the Fair value of expected net cash flows from servicing, net of guaranty obligation from our lending with the Agencies when we commit to both originate a loan with a borrower and sell that loan to an investor.
For more information regarding our risk-sharing agreements with Fannie Mae, see “Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Quality and Allowance for Risk-Sharing Obligations” below. Most of the Fannie Mae loans that we originate are sold in the form of a single loan Fannie Mae-guaranteed security to third-party investors.
For more information regarding our risk-sharing agreements with Fannie Mae, see “Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Quality, Allowance for Risk-Sharing Obligations, and Loan Repurchases” below. Most of the Fannie Mae loans that we originate are sold in the form of a single loan Fannie Mae-guaranteed security to third-party investors.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources Credit Quality and Allowance for Risk-Sharing Obligations” below for additional details. 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.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources Credit Quality, Allowance for Risk-Sharing Obligations, and Loan Repurchases” below for additional details. 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.
In addition to identifying potential borrowers and key principals 5 Table of Contents (the individual or individuals directing the activities of the borrowing entity), our correspondents assist us in evaluating loans, including pre-screening the borrowers, key principals, and properties for program eligibility, coordinating due diligence, and generally providing market intelligence.
In addition to identifying potential borrowers and key principals (the individual or individuals directing the activities of the borrowing entity), our correspondents assist us in evaluating loans, including pre-screening the borrowers, key principals, and properties for program eligibility, coordinating due diligence, and generally providing market intelligence.
Lastly, we require a letter of intent giving us the exclusive right to invest in the LIHTC investment. Corporate 9 Table of Contents 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.
Lastly, we require a letter of intent giving us the exclusive right to invest in the LIHTC investment. 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.
We believe our people, brand, and technology provide us with a competitive advantage, as evidenced by 72%, 69%, and 62% of refinancing volumes coming from new loans to us for the years ended December 31, 2024, 2023, and 2022, respectively.
We believe our people, brand, and technology provide us with a competitive advantage, as evidenced by 72%, 72%, and 69% of refinancing volumes coming from new loans to us for the years ended December 31, 2025, 2024, and 2023, respectively.
Additionally, with respect to the Funds, WDIP receives a percentage of the return above the fund return hurdle rate specified in the fund agreements. 8 Table of Contents In the fourth quarter 2023, WDIP launched a credit fund (“Debt Fund I”) focused on transitional lending with a large, institutional insurance company.
Additionally, with respect to the Funds, WDIP receives a percentage of the return above the fund return hurdle rate specified in the fund agreements. In the fourth quarter 2023, WDIP launched a credit fund (“Debt Fund I”) focused on transitional lending with a large, institutional insurance company.
Debt Fund I focuses on the same core product as the Interim Program JV, discussed more fully below. The Company underwrites, services, and asset manages all loans originated for the credit fund and has only a 5% co-investment obligation. The majority of the capital raised through Debt Fund I was deployed throughout 2024.
Debt Fund I focuses on the same core product as the Interim Program JV, discussed more fully below. The Company 8 Table of Contents underwrites, services, and asset manages all loans originated for the credit fund and has a 5% co-investment obligation. The majority of the capital raised through Debt Fund I was deployed throughout 2024.
This network of correspondents helps us extend our geographic reach into new and/or smaller markets on a cost-effective basis; however, we do not source a material proportion of our total originations from correspondents.
This network of correspondents helps us extend our geographic reach into new and/or smaller markets on a cost-effective basis; however, we do not 5 Table of Contents source a material proportion of our total originations from correspondents.
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.
Our full risk-sharing is currently limited to loans up to $400 million, which equates to a maximum loss per loan of $80 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 $400 million, we receive modified risk-sharing.
We receive a sales commission for brokering the sale of these assets on behalf of our clients, and we often are able to provide financing for the purchaser of the properties through our Agency or debt brokerage entities.
We receive a sales commission for brokering the sale of these assets on behalf of our clients, and we often are able to provide financing for the purchaser of the properties through our Agency lending or debt brokerage services.
We have experienced an immaterial number of failed deliveries in our history and have incurred immaterial 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.
We have experienced an insignificant number of failed deliveries in our history and have incurred insignificant losses on such failed deliveries. We have been and may in the future 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.
Correspondent Network —In addition to our originators, as of December 31, 2024, we had correspondent agreements with 22 independently owned loan originating companies across the country with which we have relationships for Agency loan originations.
Correspondent Network —In addition to our originators, as of December 31, 2025, we had correspondent agreements with 23 independently owned loan originating companies across the country with which we have relationships for Agency loan originations.
For loans originated pursuant to the Fannie Mae DUS program, we generally are required to share the risk of loss, with our maximum loss capped at 20% of the loan amount at origination, except for rare instances when we negotiate a cap that may be higher or lower for loans with unique attributes.
For loans originated pursuant to the Fannie Mae DUS program, we generally are required to share the risk of loss, with our maximum loss capped at 20% of the loan amount at origination, except for rare instances when we negotiate a cap that may be higher, including up to 100% of a loan’s unpaid principal balance or lower for loans with unique attributes.
In addition, the Agencies have the authority under their guidelines to terminate a lender's authority to sell loans to them and service their loans.
In addition, the Agencies have the authority under their guidelines to terminate a lender's authority to sell loans to them and service their loans and to require lenders to repurchase loans.
Additionally, 20%, 22%, and 24% of total transaction volumes coming from new customers for the years ended December 31, 2024, 2023, and 2022, respectively. We are one of the largest service providers to multifamily operators in the country.
Additionally, 19%, 20%, and 22% of total transaction volumes came from new customers for the years ended December 31, 2025, 2024, and 2023, respectively. We are one of the largest service providers to multifamily operators in the country.
Our servicing function includes loan servicing and asset management activities, performing or overseeing the following activities: carrying out all cashiering functions relating to the loan, including providing monthly billing statements to the borrower and collecting and applying payments on the loan; administering reserve and escrow funds for repairs, tenant improvements, taxes, and insurance; obtaining and analyzing financial statements of the borrower and performing periodic property inspections; preparing and providing periodic reports and remittances to the GSEs, investors, master servicers, or other designated persons; administering lien filings; and performing other tasks and obligations that are delegated to us. 7 Table of Contents Life insurance companies, whose loans we may service, may perform some or all of the activities identified in the list above.
Our servicing function includes loan servicing and asset management activities, performing or overseeing the following activities: carrying out all cashiering functions relating to the loan, including providing monthly billing statements to the borrower and collecting and applying payments on the loan; administering reserve and escrow funds for repairs, tenant improvements, taxes, and insurance; obtaining and analyzing financial statements of the borrower and performing periodic property inspections; preparing and providing periodic reports and remittances to the GSEs, investors, master servicers, or other designated persons; administering lien filings; and performing other tasks and obligations that are delegated to us.
The servicing fees we typically earn on brokered loan transactions are lower than the servicing fees we earn on Agency loans. Investment Management and Principal Lending and Investing 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, preferred equity, and mezzanine equity investments in middle-market commercial real estate funds.
The scope of services we perform for brokered capital sources is typically limited to cashiering only; as a result, the servicing fees we typically earn on brokered loan transactions are lower than the servicing fees we earn on Agency loans. Investment Management and Principal Lending and Investing 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 senior debt, mezzanine debt, preferred equity, and joint venture equity investments in commercial real estate funds.
The following table summarizes our progress towards these 2025 milestones. Milestone ( in thousands ) 2021 2022 2023 2024 2025 Milestone Revenues $ 1,259,178 $ 1,258,753 $ 1,054,440 $ 1,132,490 $ 2,000,000 Debt financing volume 48,911,120 43,605,984 24,202,859 30,154,666 60,000,000 Small balance lending volume 515,757 745,686 634,280 750,388 5,000,000 Property sales volume 19,254,697 19,732,654 8,784,537 9,751,223 25,000,000 Servicing portfolio 115,700,564 123,133,855 130,471,524 135,287,012 160,000,000 Assets under management 16,437,865 16,748,449 17,321,452 18,423,463 10,000,000 The macroeconomic environment since the middle of 2022, especially related to inflation, elevated interest rates, and tighter liquidity, has disrupted the amount and timing of commercial real estate transaction activity in 2023 and 2024.
The following table summarizes our results compared to these 2025 milestones. Milestone ( in thousands ) 2021 2022 2023 2024 2025 2025 Milestone Revenues $ 1,259,178 $ 1,258,753 $ 1,054,440 $ 1,132,490 $ 1,234,306 $ 2,000,000 Debt financing volume 48,911,120 43,605,984 24,202,859 30,154,666 41,483,695 60,000,000 Small balance lending volume 515,757 745,686 634,280 750,388 870,183 5,000,000 Property sales volume 19,254,697 19,732,654 8,784,537 9,751,223 13,349,892 25,000,000 Servicing portfolio 115,700,564 123,133,855 130,471,524 135,287,012 143,978,153 160,000,000 Assets under management 16,437,865 16,748,449 17,321,452 18,423,463 18,631,100 10,000,000 Competition We compete in the commercial real estate services industry.
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 operations and sales/refinancing.
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 operations and sales/refinancing. We advance funds to our joint venture developer partners in connection with our LIHTC operations.
We are consistently evaluating our programs and policies to uphold and support our culture, our values, and our people. Available Information We file annual, quarterly, and current reports, proxy statements, and other information with the SEC. These filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov .
Available Information We file annual, quarterly, and current reports, proxy statements, and other information with the SEC. These filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov . Our principal Internet website can be found at http://www.walkerdunlop.com .
Our principal Internet website can be found at http://www.walkerdunlop.com . The content within or accessible through our website is not part of this Annual Report on Form 10-K.
The content within or accessible through our website is not part of this Annual Report on Form 10-K.
While we remain committed to our strategy and these goals and believe that macroeconomic and industry conditions will recover over the coming years, we will likely not achieve these milestones in 2025.
While we remain committed to growing our operations and believe that macroeconomic and industry conditions will recover over the coming years, we did not meet most of these goals by the end of 2025.
We outsource some of our servicing activities to third parties. Our Fannie Mae servicing arrangements generally provide for prepayment protection to us in the event of a voluntary prepayment.
Life insurance companies, whose loans we may service, may perform some or all of the activities identified in the list above. We outsource some of our servicing activities to third parties. 7 Table of Contents Our Fannie Mae servicing arrangements generally provide for prepayment protection to us in the event of a voluntary prepayment.
Apprise also provides quarterly and annual valuation services to some of the largest institutional commercial real estate investors in the country.
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.
Federal and State Regulation of Commercial Real Estate Lending Activities Our multifamily and commercial real estate lending, property sales, servicing, asset management, and appraisal activities are subject, in certain instances, to supervision and regulation by federal and state governmental authorities in the United States.
While such regulatory requirements may not result in fines and penalties, changes in applicable regulatory requirements, including changes in their enforcement, could materially and adversely affect us. 10 Table of Contents Federal and State Regulation of Commercial Real Estate Activities Our multifamily and commercial real estate lending, property sales, servicing, asset management, and appraisal activities are subject, in certain instances, to supervision and regulation by federal and state governmental authorities in the United States.
We make available free of charge, on or through our website, access to our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after such material is electronically filed, or furnished, to the SEC. 13 Table of Contents Our website also includes a governance section that contains our Corporate Governance Guidelines (which includes our Director Responsibilities and Qualifications), Code of Business Conduct and Ethics, Code of Ethics for Principal Executive Officer and Senior Financial Officers, Board of Directors’ Committee Charters for the Audit and Risk, Compensation, and Nominating and Corporate Governance Committees, Complaint Procedures for Accounting and Auditing Matters, and the method by which interested parties may contact our Ethics Hotline.
Our website also includes a governance section that contains our Corporate Governance Guidelines (which includes our Director Responsibilities and Qualifications), Code of Business Conduct and Ethics, Code of Ethics for Principal Executive Officer and Senior Financial Officers, Board of Directors’ Committee Charters for the Audit and Risk, Compensation, and Nominating and Corporate Governance Committees, Complaint Procedures for Accounting and Auditing Matters, and the method by which interested parties may contact our Ethics Hotline.
WDIP’s current regulatory assets under management (“AUM”) of $2.3 billion primarily consist of eight investment vehicles: Fund III, Fund IV, Fund V, Fund VI, Fund VII, Debt Fund I, and Debt Fund II (collectively, the “Funds”), and separate accounts managed primarily for life insurance companies.
WDIP’s current assets under management (“AUM”) of $2.7 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” and, together with the Equity Funds, the “Funds”), as well as separate accounts managed primarily for life insurance companies and a preferred equity JV with a large Canadian pension fund.
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. 6 Table of Contents 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.
We have broadened the types of assets we sell, increased the number of property sales brokers, and expanded the geographical reach of this platform through hiring and acquisitions and intend to continue this expansion in support of our growth strategy. 6 Table of Contents Housing Market Research and Real Estate Investment Banking Services Our subsidiary WDIB, LLC d/b/a 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.
Human Capital Resources As of December 31, 2024, we had a total of 1,399 employees, a 6% increase from the prior year, including a net reduction of three bankers and brokers.
Human Capital Resources As of December 31, 2025, we had a total of 1,466 employees, representing a 4.8% increase from the prior year, driven by growth in both corporate infrastructure and revenue-generating roles.
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 (“WDIS”), we offer property sales brokerage services to owners and developers of multifamily and hospitality properties that are seeking to sell these properties.
On occasion, we service the loans after they are originated by the lender. Property Sales Through our subsidiary Walker & Dunlop Investment Sales (“WDIS”), we offer nationwide property sales brokerage services to owners and developers of multifamily and hospitality properties that are seeking to sell these properties.
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 less than 2,000 units.
These financing solutions are funded directly by the lender, and we receive an origination fee for our services.
We also established several environmental, social, and governance (“ESG”) targets we aim to achieve by December 31, 2025.
We also established several environmental, social, and governance (“ESG”) targets we aimed to achieve by December 31, 2025. The macroeconomic environment since the middle of 2022, especially related to inflation, elevated interest rates, and tighter liquidity, materially disrupted the amount and timing of commercial real estate transaction activity in 2023, 2024, and 2025.
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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.
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NOTE 2 and NOTE 5 contain disclosures regarding our repurchase activity and the accounting for such repurchases. At times, we may agree to indemnify the relevant Agency pursuant to a forbearance and indemnification agreement.
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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.
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Our geographical reach covers many major markets in the United States, and our service offerings include sales of land, student, senior housing, hospitality, and affordable properties.
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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.
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When possible, WDAE syndicates the LIHTC investment necessary to build properties through these joint venture partnerships.
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Prior to the acquisition of GeoPhy, a Netherlands-based company that also supports our small balance lending platform with data analytics, in 2022 we and GeoPhy each owned a 50% interest in Apprise, and we accounted for the interest as an equity-method investment. Subsequent to the GeoPhy acquisition, Apprise is a wholly-owned subsidiary of Walker & Dunlop.
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We also are required to comply with certain provisions of, among other statutes and regulations, the USA PATRIOT Act, regulations promulgated by the Office of Foreign Asset Control, the Employee Retirement Income Security Act of 1974, as amended, which we refer to as “ERISA,” and federal and state securities laws and regulations.
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The growth strategy has resulted in an increase in our market share of the appraisal market over the past several years.
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This included expanded capacity within our servicing and asset management segment to support the growth of our managed assets, and the opening of an office in London as we embark on the global expansion of our Capital Markets segment.
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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. ​ We advance funds to our joint venture developer partners in connection with our LIHTC operations.
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None of our employees are represented by a union or subject to a collective bargaining agreement and no work stoppages were experienced during the year. ​ As our organization grows, we remain committed to cultivating a high-trust and respectful workplace culture shaped by the Walker Way, a set of values that guide how we work and interact: Driven, Caring, Collaborative, Insightful, and Tenacious.
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To reach these milestones beyond 2025, we remain focused on the following areas: ● Grow Debt Financing Volume to $65 billion annually, including $5 billion of annual small balance multifamily lending, with a servicing portfolio of $160 billion by continuing to hire and acquire the best mortgage bankers in the industry, leveraging our brand to continue growing our client base, and leveraging proprietary technology to be more insightful and relevant to our clients.
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The Walker Way is embedded across our core people processes, including values-based goal setting, performance evaluations, talent development, and recognition programs, creating a consistent framework for a positive and engaging workplace experience for all WDers. 11 Table of Contents ​ As of December 31, 2025, we have been recognized by Fortune Magazine as a Great Place to Work® nine times.
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We continue to defend our market share in the multifamily financing market, with an 8.5% share in 2024.
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In 2025, 87% of employee respondents to the Great Place to Work® survey agreed that: “Taking everything into account, I would say this is a great place to work.” ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, Human Capital Metrics: ​ 2025 ​ ​ ​ 2024 Full-time employees ​ ​ 1,466 ​ ​ 1,399 Voluntary annualized turnover rate ​ ​ 7% ​ ​ 8% Average tenure (years) ​ ​ 5.3 ​ ​ 5.0 Employees promoted into new roles ​ ​ 254 ​ ​ 233 ​ Talent ​ The Walker Way underpins our people strategy, which focuses on attracting, developing, and retaining talented professionals to support our business objectives, while building internal talent pipelines and cultivating future leaders. ​ Our approach to talent development is designed to support performance, growth, and leadership capability across the organization.
Removed
The acquisition of GeoPhy has allowed us to begin development of a small balance lending application to enhance our client’s experience and reduce inefficiencies in the underwriting, closing, and servicing processes and enables us to further leverage technology to effectively target potential clients to achieve our goal of $5 billion of annual small-balance multifamily lending.
Added
This approach includes clear performance expectations, ongoing feedback, and formal goal setting, supported by semi-annual performance reviews that incorporate 360-degree feedback. ​ Outputs from these processes inform a structured 9-Box Talent Planning framework that evaluates performance, potential, and succession readiness.
Removed
Despite the disruption of the past two years, we maintained a large number of the bankers and brokers that delivered $43.6 and $48.9 billion of debt financial volume in 2022 and 2021, respectively, and that group remains focused on debt financing transactions across the United States as macroeconomic conditions begin to stabilize and recover. ● Grow Property Sales Volume to $25 billion annually by leveraging the strengths of our current team, growing volumes within our current markets and continuing to build out our brand and footprint nationally by hiring brokers in new geographic markets and brokers who specialize in different multifamily product types.
Added
This framework provides visibility into talent pathways and supports development planning and continuity for critical roles across the organization. ​ In addition, early-career programs support long-term talent acquisition and internal pipelining to meet current and future business needs.
Removed
Over the past two years, we have added property sales brokers to that same group that sold $19.7 and $19.3 billion of multifamily assets in 2022 and 2021, respectively, and as of December 31, 2024, had 82 property sales brokers in various regions throughout the United States.
Added
During the year we launched the inaugural Emerging Producer Program, providing structured training, mentorship, and exposure to the sales process, while serving as an entry point into revenue-generating roles and supporting long-term sales capacity and growth. ​ Employee Engagement and Recognition ​ Employee engagement and recognition support alignment with our values and consistency in employee experience as the organization grows.
Removed
We believe the multifamily investment sales market will recover as valuation spreads between buyers and sellers tighten, and market and economic conditions stabilize over the coming years.
Added
Engagement is monitored through a combination of annual and ongoing feedback mechanisms, which inform actions and programs intended to reinforce communication, transparency, and connection across the organization. ​ Based on our 2025 Great Place to Work® survey results, 83% of responses were rated favorable on average across all survey statements.
Removed
We continue to compete for market share, leverage our prior acquisitions and recruiting of property sales brokerage professionals to continue developing new product offerings and enter new markets to help achieve our $25 billion property sales goal, while also increasing our opportunities to finance the properties for which we broker a sale. ● Establish Investment Management Capabilities with a goal to reach $10 billion in assets under management by building on our existing capabilities and developing new capabilities to meet more of our client’s needs.
Added
While this represented a modest decline from the prior year, we continued to focus on improving consistency in employee experience, and the experience gap narrowed. ​ Recognition programs are designed to reinforce alignment with the Walker Way values and shared performance standards.
Removed
Although we have already achieved this goal, primarily through the acquisition of WDAE, we will continue to seek to grow our AUM, including in other areas of commercial real estate, as we are routinely asked by our clients to help them raise more complex capital solutions.
Added
These programs include spot bonuses and quarterly awards. ​ Employee Resource Groups (ERGs) contribute to employee engagement and culture by supporting community building, professional development, and dialogue around workplace experience. As of December 31, 2025, we had 10 ERGs, and 41% of employees participated in at least one ERG during the year. Our ERGs are open to all employees.
Removed
Our market-leading position in debt financing and the national reach of our property sales platform gives us access to substantial amounts of potential debt, equity, and affordable transactions that are the types of investments our AUM is targeted to address.
Added
We are purposeful in our drive to promote a workplace where all of our employees feel welcome, are engaged and can develop within the Company. ​ Health, Safety and Well-being Supporting employee well-being is an important component of our broader human capital approach.
Removed
We will 10 Table of Contents continue to scale our AUM through WDIP and WDAE with a specific focus on raising third-party capital to grow those businesses to meet the diverse capital needs of our clients. ● Remain a leader in Environmental, Social, and Governance (“ESG”) efforts by financing affordable housing properties, remaining carbon neutral while reducing our emissions intensity, and donating 1% of our annual income from operations to charitable organizations.
Added
We offer programs and benefits to support employee health, safety, and overall well-being, reflecting our commitment to a safe and productive work environment and to meeting employees’ needs across a range of personal and professional circumstances.
Removed
Details and results of our ongoing ESG efforts are provided in our annual ESG report on our website. See more discussions about our human capital strategy in the “Human Capital Resources” section below . Competition We compete in the commercial real estate services industry.
Added
Workplace safety policies and practices apply across our operations, including office-based work and business travel. ​ Our wellness program includes subsidies of up to $150 per month for qualifying activities and resources focused on employee well-being.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

43 edited+14 added5 removed143 unchanged
Biggest changeOur failure to comply with these requirements could lead to, among other things, the loss of a license as an approved Agency lender, the inability to gain additional approvals or licenses, the termination of contractual rights without compensation, demands for indemnification or loan repurchases, class action lawsuits and administrative enforcement actions.
Biggest changeOur failure to comply with these requirements could lead to, among other things, the loss of a license as an approved Agency lender, the inability to gain additional approvals or licenses, the termination of contractual rights without compensation, demands for indemnification or loan repurchases, class action lawsuits and administrative enforcement actions. 21 Table of Contents As a registered broker-dealer, one of our subsidiaries is subject to extensive regulation that exposes us to a variety of risks associated with the securities industry. Broker-dealer and other financial services firms are subject to extensive regulatory requirements under federal and state laws and regulations and self-regulatory organization (“SRO”) rules.
In return for the delegated authority to make loans and the commitment to purchase loans by Fannie Mae, we must maintain minimum collateral and generally are required to share risk of loss on loans sold through Fannie Mae.
In return for the delegated authority to make loans and the commitment to purchase loans by Fannie Mae, we must maintain minimum collateral and generally are required to share risk of loss on loans sold to Fannie Mae.
As of December 31, 2024, we had $3.8 billion of committed and uncommitted loan funding available through five commercial banks and $1.5 billion of uncommitted funding available through Fannie Mae’s As Soon As Pooled program. Additionally, consistent with industry practice, our existing loan warehouse facilities have terms of one year, and therefore require annual renewal.
As of December 31, 2025, we had $3.8 billion of committed and uncommitted loan funding available through five commercial banks and $1.5 billion of uncommitted funding available through Fannie Mae’s As Soon As Pooled program. Additionally, consistent with industry practice, our existing loan warehouse facilities have terms of one year and therefore require annual renewal.
Although these cyberattacks have not resulted in material financial impacts or disruptions to our business, given the accelerating scope, sophistication, and frequency of cyberattacks, there can be no assurance that the cybersecurity incidents we have experienced or any future incident will not materially impact our security, operations and financial results.
Although no cyberattacks to date resulted in material financial impacts or disruptions to our business, given the accelerating scope, sophistication, and frequency of cyberattacks, there can be no assurance that the cybersecurity incidents we have experienced or any future incident will not materially impact our security, operations and financial results.
Given the inherent risks associated with loan origination and servicing activities, particularly in highly-regulated programs such as Fannie Mae DUS and Freddie Mac Optigo, we maintain underwriting and due diligence processes, compliance procedures, and risk mitigation measures to minimize the likelihood of breaches, though such measures may not always be fully effective in mitigating all risks, especially in the case of breaches tied to the actions of borrowers or third parties, from whom recovery may be limited.
Given the inherent risks associated with loan origination and servicing activities, particularly in highly-regulated programs such as Fannie Mae DUS and Freddie Mac Optigo, we maintain underwriting and due diligence processes, compliance procedures, and risk mitigation measures to minimize the likelihood of breaches, though such measures may not always be complied with by our personnel or fully effective in mitigating all risks, especially in the case of breaches tied to the actions of borrowers or third parties, from whom recovery may be limited.
Negative impacts of acquisitions or investments in new markets, new ventures, and new lines of business that could have a material and adverse effect on us include diversion of management's attention from the regular operations of our business and potential loss of our key personnel, inability to hire and retain qualified bankers and brokers, and inability to achieve the anticipated benefits 19 Table of Contents of the acquisitions or new investments.
Negative impacts of acquisitions or investments in new markets, new ventures, and new lines of business that could have a material and adverse effect on us include diversion of management's attention from the regular operations of our business and potential loss of our key personnel, inability to hire and retain qualified bankers and brokers, and inability to achieve the anticipated benefits of the acquisitions or new investments.
Refer to our quarterly reports on Form 10-Q filed with the SEC in 2025 for material changes to the above discussion of risk factors. Item 1B. Unresolved Staff Comments. None.
Refer to our quarterly reports on Form 10-Q filed with the SEC in 2026 for material changes to the above discussion of risk factors. Item 1B. Unresolved Staff Comments. None.
As discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources ,” we have made commitments to fund (i) equity-method investments, (ii) investments in affordable housing partnerships to be syndicated into LIHTC investment funds, and (iii) earnout payments from acquisitions, and we also must satisfy collateral requirements for our Fannie Mae DUS risk-sharing obligations and the operational liquidity requirements of Fannie Mae, Freddie Mac, HUD, Ginnie Mae, and our warehouse facility lenders.
As discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources ,” we have made commitments to fund (i) equity-method investments and (ii) investments in affordable housing partnerships to be syndicated into LIHTC investment funds, and we also must satisfy collateral requirements for our Fannie Mae DUS risk-sharing obligations and the operational liquidity requirements of Fannie Mae, Freddie Mac, HUD, Ginnie Mae, and our warehouse facility lenders.
We regularly update our existing information technology systems and install new technologies when deemed necessary and regularly provide employee awareness training around phishing, malware, and other cyber risks and physical security to address the risk of cyber-attacks and other security breaches. However, such preventative measures may not be sufficient to prevent future cyberattacks or a breach of customer information.
We regularly update our existing information technology systems and install new technologies when deemed necessary and regularly provide employee awareness training around phishing, malware, and other cyber risks and physical security to address the risk of cyberattacks and other security breaches. However, such preventative measures may not be sufficient to prevent all future cyberattacks or breaches of customer information.
In November 2024, the FHFA updated the GSEs’ loan origination caps to $73.0 billion for the four-quarter period beginning January 1, 2025 and ending December 31, 2025, compared to $70.0 billion each for the same period in 2024. The new caps apply to all multifamily business with limited exclusions.
In November 2025, the FHFA updated the GSEs’ loan origination caps to $88.0 billion for the four-quarter period beginning January 1, 2026 and ending December 31, 2026, compared to $73.0 billion each for the same period in 2025. The new caps apply to all multifamily business with limited exclusions.
In the event of a breach of any representation or warranty concerning a loan, investors could, among other things, require us to repurchase the full amount of the loan and/or seek indemnification for losses from us, or, for Fannie Mae DUS loans, increase the level of risk-sharing on the loan.
In the event of a breach of any representation or warranty concerning a loan, investors could, among other things, require us to repurchase the full amount of the loan and/or seek indemnification for losses from us, or, for Fannie Mae DUS loans, increase the level of risk-sharing on the loan up to 100% of the unpaid principal balance of the loan.
While we have designed our controls and processes to operate in a remote working environment, there is a heightened risk such controls and processes may not detect or prevent unauthorized access to our information systems.
While we have designed our controls and processes to operate in a remote working environment, there is a heightened risk 22 Table of Contents such controls and processes may not detect or prevent unauthorized access to our information systems.
The technology and other controls and processes designed to secure our customer information and to prevent, detect, and remedy any unauthorized access to that information were designed to obtain reasonable, not absolute, assurance that such information is secure and that any unauthorized access is identified and addressed appropriately.
The technology and other controls and processes designed to secure our IT Systems and information and to prevent, detect, and remedy any unauthorized access to that information were designed to obtain reasonable, not absolute, assurance that any unauthorized access is identified and addressed appropriately.
The conservatorship is a statutory process designed to preserve and conserve the GSEs’ assets and property and put them in a sound and solvent 14 Table of Contents condition.
The conservatorship is a statutory process designed to preserve and conserve the GSEs’ assets and property and put them in a sound and solvent condition.
We also are 21 Table of Contents subject to inspection by the Agencies and regulatory authorities and the regulations and guidelines promulgated by the Agencies are subject to change in the Agencies’ discretion. For example, during 2024 and into 2025, the GSEs have implemented many significant changes to their multifamily program requirements applicable to us .
We also are subject to inspection by the Agencies and regulatory authorities and the regulations and guidelines promulgated by the Agencies are subject to change in the Agencies’ discretion. For example, during 2025, the GSEs implemented many significant changes to their multifamily program requirements applicable to us .
As of December 31, 2024, we had pledged securities of $206.9 million as collateral against future losses related to $63.4 billion of loans outstanding that are subject to risk-sharing obligations, as more fully described under “Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Quality and Allowance for Risk-Sharing Obligation,” which we refer to as our “at-risk balance.” Fannie Mae collateral requirements may change in the future.
As of December 31, 2025, we had pledged securities of $225.0 million as collateral against future losses related to $68.6 billion of loans outstanding that are subject to risk-sharing obligations, as more fully described under “Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Quality, Allowance for Risk-Sharing Obligation, and Loan Repurchases” which we refer to as our “at-risk balance.” Fannie Mae collateral requirements may change in the future.
Future cyberattacks, or the perception thereof, could result in a loss of data, operational disruptions, and even lost business and goodwill. Additionally, we could incur significant costs associated with the recovery from a cyber-attack, and these costs may exceed, or the events to which they relate, may be excluded from, coverage under, our cyber insurance.
Future cyberattacks that impact our IT Systems or information, could result in a loss of data, operational disruptions, and even lost business and goodwill. Additionally, we could incur significant costs associated with the recovery from a cyberattack, and these costs may exceed, or the events to which they relate, may be excluded from, coverage under, our cyber insurance.
We must also manage our obligations to comply with laws and regulations related to trade restrictions, and sanctions, including regulations established by the U.S. Office of Foreign Assets Control.
Foreign Corrupt Practices Act and the U.K. Bribery Act 2010. We must also manage our obligations to comply with laws and regulations related to trade restrictions, and sanctions, including regulations established by the U.S. Office of Foreign Assets Control.
As of December 31, 2024, our allowance for risk-sharing as a percentage of the at-risk balance was 0.04%, or $28.2 million, and reflects our current estimate of our future expected payouts under our risk-sharing obligations. Over the past 10 years, we have settled $10.0 million of risk-sharing losses, or 0.3 basis points of the average at-risk balance.
As of December 31, 2025, our allowance for risk-sharing as a percentage of the at-risk balance was 0.05%, or $37.5 million, and reflects our current estimate of our future expected payouts under our risk-sharing obligations. Over the past 10 years, we have settled $9.2 million of risk-sharing losses, or 0.2 basis points of the average at-risk balance.
Moreover, other factors may adversely affect the multifamily sector, including general business, economic and market conditions, including higher interest rates or a period of elevated interest rates, inflation, political and geographical instability, trade tensions, including the recent tariffs proposed by the United States and retaliatory tariffs by other countries, fluctuations in the real estate and debt capital markets, changes in government fiscal and monetary policies, regulations and other laws, rules and regulations governing real estate, zoning or taxes, changes in interest rate levels, the potential liability under environmental and other laws, and other unforeseen events.
Moreover, other factors may adversely affect the multifamily sector, including inflation, political and geographical instability, trade tensions, including the recent tariffs imposed by the United States and retaliatory tariffs by other countries, fluctuations in the real estate and debt capital markets, changes in government fiscal and monetary policies, regulations and other laws, rules and regulations governing real estate, zoning or taxes, changes in interest rate levels, the potential liability under environmental and other laws, and other unforeseen events.
If we fail to comply with laws, regulations and market standards regarding the privacy, use, and security of customer information, or if we are the target of a successful cyber-attack, we may be subject to legal and regulatory actions and our reputation would be harmed. We receive, maintain, and store non-public personal information of our customers.
If we fail to comply with laws, regulations and market standards regarding the privacy, use, and security of customer information, or if we are the target of a successful cyberattack, we may be subject to legal and regulatory actions and our reputation would be harmed.
Some statements in this Annual Report, including statements in the following risk factors, constitute forward-looking statements. See “Forward-Looking Statements” for more information.
Some statements in this Annual Report, including statements in the following risk factors, constitute forward-looking statements.
There can be no assurance that we will maintain compliance with all financial and other covenants included in our loan warehouse facilities in the future. 16 Table of Contents We may be required to repurchase loans or indemnify loan purchasers if there is a breach of a representation or warranty made by us in connection with the sale of loans through the programs of the Agencies, which could have a material adverse effect on us.
There can be no assurance that we will maintain compliance with all financial and other covenants included in our loan warehouse facilities in the future. 16 Table of Contents We have been, and in the future may be, required to repurchase loans or indemnify loan purchasers due to breaches of representations or warranties we have made, either as a result of our actions or based on information provided to us by borrowers or third parties in connection with the sale of loans to third parties, including through the Agencies’ programs, which could have a material adverse effect on us.
Remote and hybrid working arrangements at our Company (and at many third-party providers) increase cybersecurity risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks.
Additionally, most of our employees work remotely or in a hybrid arrangement and will continue to do so for the foreseeable future. Remote and hybrid working arrangements at our Company (and at many third-party providers) increase cybersecurity risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks.
As of December 31, 2024, three at-risk Fannie Mae loans were in default with an aggregate unpaid principal balance of $30.7 million and an aggregate collateral-based reserve of $2.8 million that had defaulted and are awaiting ultimate disposition.
As of December 31, 2025, 11 at-risk Fannie Mae loans with an aggregate unpaid principal balance of $147.8 million and an aggregate collateral-based reserve of $11.4 million had defaulted and were awaiting ultimate disposition.
Because of the foregoing, a rise in delinquencies could have a material adverse effect on us. Under the Fannie Mae DUS program, we originate and service multifamily loans for Fannie Mae without having to obtain Fannie Mae's prior approval for certain loans, as long as the loans meet the underwriting guidelines set forth by Fannie Mae.
Under the Fannie Mae DUS program, we originate and service multifamily loans for Fannie Mae without having to obtain Fannie Mae's prior approval for certain loans, as long as the loans meet the underwriting guidelines set forth by Fannie Mae.
Risks Relating to Our Business The loss of, changes in, or disruptions to our relationships with the Agencies and institutional investors would adversely affect our ability to originate commercial real estate loans, which would materially and adversely affect us. Currently, we originate all of our loans held for sale through the Agencies’ programs.
See “Forward-Looking Statements” for more information. 13 Table of Contents Risks Relating to Our Business The loss of, changes in, or disruptions to our relationships with the Agencies and institutional investors would adversely affect our ability to originate commercial real estate loans, which would materially and adversely affect us.
Additionally, 20 Table of Contents if a client has a commercial relationship with a bank that has failed or is otherwise distressed, the client or sponsor may experience issues receiving financial assistance to support their operations or consummate transactions, to the detriment of their business, financial condition and/or results of operations, which, in turn, may have a material adverse effect on our business, results of operations, liquidity, or financial condition. We maintain cash deposits in excess of federally insured limits.
Additionally, if a client has a commercial relationship with a bank that has failed or is otherwise distressed, the client or sponsor may experience issues receiving financial assistance to support their operations or consummate transactions, to the detriment of their business, financial condition and/or results of operations, which, in turn, may have a material adverse effect on our business, results of operations, liquidity, or financial condition. A significant portion of our revenue is derived from loan servicing fees, and declines in or terminations of servicing engagements or breaches of servicing agreements could have a material adverse effect on us.
Our asset management process may be unsuccessful in identifying loans that are in danger of underperforming or defaulting or in taking appropriate action once those loans are identified. Decisions regarding loss mitigation are within the control of the Agencies. Previous turmoil in the real estate, credit and capital markets have made this process even more difficult and unpredictable.
Our asset management process may be unsuccessful in identifying loans 14 Table of Contents that are in danger of underperforming or defaulting or in taking appropriate action once those loans are identified. Decisions regarding loss mitigation are within the control of the Agencies.
We are also subject to losses that may arise from servicing errors, such as a failure to maintain insurance, pay taxes, or provide notices.
Our institutional investors typically may terminate our servicing engagements at any time with or without cause, without paying a termination fee. We are also subject to losses that may arise from servicing errors, such as a failure to maintain insurance, pay taxes, or provide notices.
Failure to comply continuously with these requirements throughout a 15-year compliance period could result in loss of the right to those LIHTCs, including recapture of credits that were already taken. While we have no direct liability for such foregone credits, our prospective business and reputation could be negatively impacted by significant and repeated recapture of credits.
Failure to comply continuously with these requirements throughout a 15-year compliance period could result in loss of the right to those LIHTCs, including recapture of credits that were already taken.
Any negative trends in such real estate conditions may reduce demand for our products and services and, as a result, adversely affect our results of operations.
Accordingly, the success of our business is closely tied to the overall success of the multifamily real estate market. Various changes in real 18 Table of Contents estate conditions may impact the multifamily sector. Any negative trends in such real estate conditions may reduce demand for our products and services and, as a result, adversely affect our results of operations.
Nearly all of these fees are derived from loans that we originate and sell through the Agencies’ programs or place with institutional investors. A decline in the number or value of loans that we originate for these investors or terminations of our servicing engagements will decrease these fees. HUD has the right to terminate our current servicing engagements for cause.
We expect that loan servicing fees will continue to constitute a significant portion of our revenues for the foreseeable future. Nearly all of these fees are derived from loans that we originate and sell through the Agencies’ programs or place with institutional investors.
In limited circumstances we have agreed, and may in the future agree, with Fannie Mae to increase our loss sharing to 100% of a loan’s UPB in lieu of the risk-sharing agreement described above. 15 Table of Contents A reduction in the prices paid for our loans and services or an increase in loan or security interest rates required by investors could materially and adversely affect our results of operations.
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.
There can be no assurance that we, our employees or third parties will not make mistakes that would subject us to repurchase or indemnification obligations.
Our ability to recover on a claim against any party would also be dependent, in part, upon the financial condition and liquidity of such party. There can be no assurance that we, our employees or third parties will not make mistakes that would subject us to repurchase or indemnification obligations.
A significant decline in our operational performance, an inability to access capital markets for funding, or a sharp rise in our cost of capital could adversely affect our ability to meet these future obligations. 18 Table of Contents We are dependent upon the success of the multifamily real estate sector, and conditions that negatively impact the multifamily sector may reduce demand for our products and services and materially and adversely affect us.
A significant decline in our operational performance, an inability to access capital markets for funding, or a sharp rise in our cost of capital could adversely affect our ability to meet these future obligations.
We provide commercial real estate financial products and services primarily to developers and owners of multifamily properties. Accordingly, the success of our business is closely tied to the overall success of the multifamily real estate market. Various changes in real estate conditions may impact the multifamily sector.
We are dependent upon the success of the multifamily real estate sector, and conditions that negatively impact the multifamily sector may reduce demand for our products and services and materially and adversely affect us. We provide commercial real estate financial products and services primarily to developers and owners of multifamily properties.
When loans become delinquent, we may incur additional expenses in servicing and asset managing the loan and are typically required to advance principal and interest payments and tax and insurance escrow amounts. All of these items discussed above could have a negative impact on our cash flows.
Previous turmoil in the real estate, credit and capital markets have made this process even more difficult and unpredictable. When loans become delinquent, we may incur additional expenses in servicing and asset managing the loan and are typically required to advance principal and interest payments and tax and insurance escrow amounts.
In addition, future acquisitions or new investments could result in significantly dilutive issuances of equity securities or the incurrence of substantial debt, contingent liabilities, or expenses or other charges, which could also materially and adversely affect us.
In addition, future acquisitions or new investments could result in significantly dilutive issuances of equity securities or the incurrence of substantial debt, contingent liabilities, or expenses or other charges, which could also materially and adversely affect us. 19 Table of Contents In addition, we must manage the potential conflicts between locally accepted business practices in any given jurisdiction and our obligations to comply with laws and regulations, including anti-corruption laws or regulations applicable to us, such as the U.S.
In addition to termination for cause, Fannie Mae and Freddie Mac may terminate our servicing engagements without cause by paying a termination fee. Our institutional investors typically may terminate our servicing engagements at any time with or without cause, without paying a termination fee.
A decline in the number or value of loans that we originate for these investors or terminations of our servicing engagements will decrease these fees. HUD has the right to terminate our current servicing engagements for cause. In addition to termination for cause, Fannie Mae and Freddie Mac may terminate our servicing engagements without cause by paying a termination fee.
These fees for new loans vary over time and may be materially and adversely affected by a number of factors, including competitors that may be willing to provide similar services at lower rates.
These fees for new loans vary over time and may be materially and adversely affected by a number of factors, including competitors that may be willing to provide similar services at lower rates. 15 Table of Contents Interest rate movements, market volatility, and borrower financing preferences could reduce origination volumes, compress margins, and adversely affect our fee income and servicing assets. Our revenue is significantly driven by transaction volumes, pricing, and servicing-related income in the multifamily and commercial real estate debt capital markets.
In 2024, we received loan repurchase requests from Fannie Mae and Freddie Mac for five loans with an aggregate unpaid principal balance of $87.3 million, which we repurchased or indemnified. The provision for credit losses associated with these loans was $14.2 million for the year ended December 31, 2024.
For example, in 2025, we received loan repurchase requests from Freddie Mac for two portfolios of loans with an aggregate unpaid principal balance of $100.0 million.
We are permitted to satisfy certain of these representations and warranties by furnishing a title insurance policy.
We have in the past been and may in the future be required to repurchase loans or indemnify loan purchasers in connection with inaccurate, incomplete, or fraudulent information provided by borrowers or third parties or other breaches of representations and warranties. We are permitted to satisfy certain of these representations and warranties by furnishing a title insurance policy.
Removed
A significant portion of our revenue is derived from loan servicing fees, and declines in or terminations of servicing engagements or breaches of servicing agreements could have a material adverse effect on us. We expect that loan servicing fees will continue to constitute a significant portion of our revenues for the foreseeable future.
Added
Currently, we originate all of our loans held for sale through the Agencies’ programs.
Removed
Additionally, we incurred $10.6 million of other operating expenses for the year ended December 31, 2024 in connection with the five repurchase requests and resulting activities. Our ability to recover on a claim against any party would also be dependent, in part, upon the financial condition and liquidity of such party.
Added
All of these items discussed above could have a negative impact on our cash flows. Because of the foregoing, a rise in delinquencies could have a material adverse effect on us.
Removed
In addition, we must manage the potential conflicts between locally accepted business practices in any given jurisdiction and our obligations to comply with laws and regulations, including anti-corruption laws or regulations applicable to us, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.
Added
A reduction in the prices paid for our loans and services or an increase in loan or security interest rates required by investors could materially and adversely affect our results of operations.
Removed
As a registered broker-dealer, one of our subsidiaries is subject to extensive regulation that exposes us to a variety of risks associated with the securities industry. ​ Broker-dealer and other financial services firms are subject to extensive regulatory requirements under federal and state laws and regulations and self-regulatory organization (“SRO”) rules.
Added
Rapid changes in interest rates, sustained elevated rates, yield curve inversions, or increased market volatility may reduce refinancing and transaction activity, delay borrower decision-making, increase borrower payment burdens, and limit the availability of accretive financing alternatives. In addition, these conditions may cause clients to favor floating-rate or shorter-term financing structures, which generally generate lower fees than longer-term or fixed-rate transactions.
Removed
Additionally, most of our employees work remotely or in a hybrid arrangement and will continue to do so for the foreseeable 22 Table of Contents future.
Added
As a result, origination volumes, margins, gain-on-sale income, fee revenue, and the fair value of mortgage servicing rights may decline or become more volatile, which could materially adversely affect our results of operations and financial condition.
Added
In total, we have been required, or expect to be required, to repurchase or provide indemnification for $221.6 million of loans over the last two years, and we incurred $40.9 million of indemnified and repurchased loan expenses for the year ended December 31, 2025 in connection with these indemnified and repurchased loans.
Added
An internal investigation into the origination of the two portfolios of loans revealed fraudulent borrower activity, including undisclosed flip transactions involving concealed lower sale prices and inflated purchase and sale agreements used to establish a higher price for the loans.
Added
W hile investigating the loans, we determined that certain of our employees had not adhered to our loan origination policies and procedures. These employees are no longer at the Company. As of December 31, 2025, we have agreed to indemnify Freddie Mac for one of the portfolios.
Added
In the first quarter of 2026, we completed this internal investigation, reported our findings to Freddie Mac and Fannie Mae and are negotiating the terms for the other portfolio. We are continuing to engage with the GSEs regarding loans originated by the former employees.
Added
In total, these former employees originated $194.6 million of the loans repurchased over the last two years. The scope, timing, and outcome of these engagements remain uncertain, and additional developments could result in additional repurchases, indemnities, expenses or other negative impacts.
Added
While we have no direct liability for such foregone credits, our prospective business and reputation could be negatively impacted by significant and repeated recapture of credits. ​ 20 Table of Contents We maintain cash deposits in excess of federally insured limits.
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We rely on hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our business (collectively, “IT Systems”). We own and manage certain IT Systems but also rely on third parties for a range of IT Systems and related products and services, such as cloud computing.
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We also receive, maintain, and store non-public personal information of our customers as well as proprietary business data.
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Because we make extensive use of service providers that support our operations, significant cyberattacks that disrupt or compromise third-party IT Systems could materially impact our business. The continued development and integration of artificial intelligence in our or third-party providers’ operations is expected to pose new and unknown cybersecurity risks.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe CISO manages a team of employees, which has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained managed service providers. The CISO brings over 30 years of technology, cybersecurity, and risk management experience from the finance and healthcare industries.
Biggest changeThe CISO supervises both our internal cybersecurity personnel and our retained managed service providers, who among other things, operate security tooling that is deployed in the IT environment and monitor the prevention, detection, mitigation and remediation of cybersecurity incidents. The CISO brings over 30 years of technology, cybersecurity, and risk management experience from the finance and healthcare industries.
Key elements of our cybersecurity risk management program include, but are not limited to, the following: risk metrics and self-assessments designed to help identify cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; a security team principally responsible for managing: (1) our cybersecurity risk assessment processes, (2) our cybersecurity controls and processes, and (3) our response to cybersecurity incidents; the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our cybersecurity controls and processes; periodic required cybersecurity awareness training of our employees; a Cybersecurity & Technology Risk Committee, comprised of technology and business leaders, that provides risk advisory and general guidance regarding new and modified information security controls; a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and a third-party risk management process for key service providers, suppliers, and vendors .
Key elements of our cybersecurity risk management program include, but are not limited to, the following: risk metrics and self-assessments designed to help identify cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; a security team principally responsible for managing: (1) our cybersecurity risk assessment processes, (2) our cybersecurity controls and processes, and (3) our response to cybersecurity incidents; the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our cybersecurity controls and processes; periodic required cybersecurity awareness training of our employees; a Technology & Information Risk Committee, comprised of technology and business leaders, that provides risk advisory and general guidance regarding new and modified information security controls; a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and a third-party risk management process for key service providers, suppliers, and vendors .
Our CISO provides a report to our management risk committee on the activities of the information technology risk committee, which committee, in turn, reports regularly to the full Board on its activities.
Our CISO provides a report to our management risk committee on the activities of the information technology risk committee, which in turn, reports regularly to the full Board on its activities.
Our Chief Risk Officer has primary responsibility for our enterprise risk management program and works with our CISO in the oversight of our cybersecurity risk management program. Our management team, including our CISO, is responsible for assessing and managing our material risks from cybersecurity threats .
Our Chief Risk Officer has primary responsibility for our enterprise risk management program and works with our CISO in the oversight of our cybersecurity risk management program. Our CISO is primarily responsible for assessing and managing our material risks from cybersecurity threats .

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIn February 2025, our Board of Directors again authorized the repurchase of up to $75.0 million of shares of our common stock over a 12-month period beginning on February 21, 2025. The following table provides information regarding common stock repurchases for the quarter and year ended December 31, 2024: 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 1 st Quarter 101,394 $ 96.23 2 nd Quarter 8,490 $ 95.31 3 rd Quarter 13,485 $ 104.96 October 1-31, 2024 997 $ 110.82 $ 75,000,000 November 1-30, 2024 2,378 108.97 75,000,000 December 1-31, 2024 75,000,000 4 th Quarter 3,375 $ 109.52 $ 75,000,000 Total 126,744 Securities Authorized for Issuance Under Equity Compensation Plans For information regarding securities authorized for issuance under our employee share-based compensation plans, see Part III, Item 12.
Biggest changeIn February 2026, our Board of Directors again authorized the repurchase of up to $75.0 million of shares of our common stock over a 12-month period beginning on February 26, 2026. The following table provides information regarding common stock repurchases for the quarter and year ended December 31, 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 1 st Quarter 97,069 $ 88.51 2 nd Quarter 8,632 $ 73.94 3 rd Quarter 13,026 $ 79.72 October 1-31, 2025 409 $ 84.09 $ 75,000,000 November 1-30, 2025 726 65.34 75,000,000 December 1-31, 2025 1,561 64.41 75,000,000 4 th Quarter 2,696 $ 67.65 $ 75,000,000 Total 121,423 Securities Authorized for Issuance Under Equity Compensation Plans For information regarding securities authorized for issuance under our employee share-based compensation plans, see Part III, Item 12.
Stock Performance Graph The following chart graphs our performance in the form of a cumulative five-year total return to holders of our common stock since December 31, 2019 in comparison to the Standard and Poor’s (“S&P”) 500 and the S&P 600 Small Cap Financials Index for that same five-year period.
Stock Performance Graph The following chart graphs our performance in the form of a cumulative five-year total return to holders of our common stock since December 31, 2020 in comparison to the Standard and Poor’s (“S&P”) 500 and the S&P 600 Small Cap Financials Index for that same five-year period.
The comparison below assumes $100 was invested on December 31, 2019 in our common stock and in each of the indices shown and assumes that all dividends were reinvested.
The comparison below assumes $100 was invested on December 31, 2020 in our common stock and in each of the indices shown and assumes that all dividends were reinvested.
As of the close of business on January 31, 2025, there were 44 stockholders of record. We believe that the number of beneficial holders is much greater. Dividend Policy During 2024, our Board of Directors declared, and we paid, four quarterly dividends totaling $2.60 per share.
As of the close of business on January 31, 2026, there were 39 stockholders of record. We believe that the number of beneficial holders is much greater. Dividend Policy During 2025, our Board of Directors declared, and we paid, four quarterly dividends of $0.67 per share, totaling $2.68 per share.
For the three months and year ended December 31, 2024, we purchased three thousand shares and 127 thousand shares, respectively, to satisfy grantee tax withholding obligations on share-vesting events . We announced a share repurchase program in the first quarter of 2024.
For the three months and year ended December 31, 2025, we purchased three thousand shares and 121 thousand shares, respectively, to satisfy grantee tax withholding obligations on share-vesting events . We announced a share repurchase program 27 Table of Contents in the first quarter of 2025.
In February 2025, our Board of Directors declared a dividend for the first quarter of 2025 of $0.67 per share, a 3% increase over the dividend declared for the fourth quarter of 2024.
In February 2026, our Board of Directors declared a dividend for the first quarter of 2026 of $0.68 per share, a 1.5% increase over the dividend declared for the fourth quarter of 2025.
The repurchase program authorized by our Board of Directors permitted us to repurchase up to $75.0 million of 27 Table of Contents shares of our common stock over a 12-month period ended February 23, 2025. We did not purchase any shares under this share repurchase program.
The repurchase program authorized by our Board of Directors permitted us to repurchase up to $75.0 million of shares of our common stock over a 12-month period beginning on February 21, 2025. We did not purchase any shares under this share repurchase program. The Company had $75 million of authorized share repurchase capacity remaining as of December 31, 2025.
Removed
The Company had $75 million of authorized share repurchase capacity remaining as of December 31, 2024.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. [Reserved] 28 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 28 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 59 Item 8. Financial Statements and Supplementary Data 59
Biggest changeItem 6. [Reserved] 28 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 28 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 60 Item 8. Financial Statements and Supplementary Data 60

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFINANCIAL RESULTS –2024 COMPARED TO 2023 CONSOLIDATED December 31, Dollar Percentage (in thousands) 2024 2023 Change Change Revenues Loan origination and debt brokerage fees, net $ 276,562 $ 234,409 $ 42,153 18 % Fair value of expected net cash flows from servicing, net 153,593 141,917 11,676 8 Servicing fees 325,644 311,914 13,730 4 Property sales broker fees 60,583 53,966 6,617 12 Investment management fees 36,976 45,381 (8,405) (19) Net warehouse interest income (expense) (7,033) (5,633) (1,400) 25 Placement fees and other interest income 167,961 154,520 13,441 9 Other revenues 118,204 117,966 238 0 Total revenues $ 1,132,490 $ 1,054,440 $ 78,050 7 Expenses Personnel $ 559,246 $ 514,290 $ 44,956 9 % Amortization and depreciation 237,549 226,752 10,797 5 Provision (benefit) for credit losses 10,839 (10,452) 21,291 (204) Interest expense on corporate debt 69,686 68,476 1,210 2 Goodwill impairment 33,000 62,000 (29,000) (47) Fair value adjustments to contingent consideration liabilities (50,321) (62,500) 12,179 (19) Other operating expenses 140,990 117,677 23,313 20 Total expenses $ 1,000,989 $ 916,243 $ 84,746 9 Income from operations $ 131,501 $ 138,197 $ (6,696) (5) Income tax expense 30,543 35,026 (4,483) (13) Net income before noncontrolling interests $ 100,958 $ 103,171 $ (2,213) (2) Less: net income (loss) from noncontrolling interests (7,209) (4,186) (3,023) 72 Walker & Dunlop net income $ 108,167 $ 107,357 $ 810 1 Overview The increase in revenues was driven by increases in loan origination and debt brokerage fees, net (“origination fees”), fair value of expected net cash flows from servicing, net (“MSR income”), servicing fees, property sales broker fees, and placement fees and other interest income, partially offset by a decrease in investment management fees.
Biggest changeFINANCIAL RESULTS –2025 COMPARED TO 2024 CONSOLIDATED December 31, Dollar Percentage (in thousands) 2025 2024 Change Change Revenues Loan origination and debt brokerage fees, net $ 342,149 $ 276,562 $ 65,587 24 % Fair value of expected net cash flows from servicing, net of guaranty obligation 179,681 153,593 26,088 17 Servicing fees 337,442 325,644 11,798 4 Property sales broker fees 83,519 60,583 22,936 38 Investment management fees 34,629 36,976 (2,347) (6) Net warehouse interest income (expense) (5,490) (7,033) 1,543 (22) Placement fees and other interest income 152,584 167,961 (15,377) (9) Other revenues 109,792 118,204 (8,412) (7) Total revenues $ 1,234,306 $ 1,132,490 $ 101,816 9 Expenses Personnel $ 647,809 $ 559,246 $ 88,563 16 % Amortization and depreciation 238,682 237,549 1,133 0 Provision (benefit) for credit losses 9,586 10,839 (1,253) (12) Interest expense on corporate debt 64,715 69,686 (4,971) (7) Goodwill impairment 33,000 (33,000) (100) Fair value adjustments to contingent consideration liabilities (8,243) (50,321) 42,078 (84) Indemnified and repurchased loan expenses 40,850 10,573 30,277 286 Asset impairments and other expenses 36,746 1,181 35,565 3,011 Other operating expenses 125,163 129,236 (4,073) (3) Total expenses $ 1,155,308 $ 1,000,989 $ 154,319 15 Income before taxes $ 78,998 $ 131,501 $ (52,503) (40) Income tax expense 22,013 30,543 (8,530) (28) Net income before noncontrolling interests $ 56,985 $ 100,958 $ (43,973) (44) Less: net income (loss) from noncontrolling interests (99) (7,209) 7,110 (99) Less: net income (loss) attributable to temporary equity holders 837 837 N/A Walker & Dunlop net income $ 56,247 $ 108,167 $ (51,920) (48) Overview Total transaction volume growth of 37% was the principal driver of revenue growth in 2025.
Servicing fees set at the time an investor agrees to purchase the loan are generally paid monthly for the duration of the loan and are based on the unpaid principal balance of the loan. Our Fannie Mae servicing arrangements generally provide for prepayment protection in the event of a voluntary prepayment.
Servicing fees are set at the time an investor agrees to purchase the loan and are generally paid monthly for the duration of the loan based on the unpaid principal balance of the loan. Our Fannie Mae servicing arrangements generally provide for prepayment protection in the event of a voluntary prepayment.
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. Goodwill impairment.
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. Goodwill impairment.
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.
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.
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.
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 55 Table of Contents 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.
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, property sales broker fees, investment management fees, research subscription fees, investment banking advisory fees, and other income, net of loan origination and operating costs.
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.
WDIP is a registered investment adviser and general partner of private commercial real estate investment funds focused on the management of debt, preferred equity, and mezzanine equity investments through private middle-market commercial real estate funds and separately managed accounts.
Investment Management Services WDIP is a registered investment adviser and general partner of private commercial real estate investment funds focused on the management of debt, preferred equity, and mezzanine equity investments through private middle-market commercial real estate funds and separately managed accounts.
A pronounced pause in rate hikes or additional rate cuts could unlock demand and improve financing conditions for commercial real estate assets.
A pronounced pause in rate hikes or additional rate cuts could unlock additional demand and further improve financing conditions for commercial real estate assets.
For example, over the past two years, we updated the loss rate used in the forecast period several times within a range of 2.1 basis points to 2.4 basis points. The forecast loss rate fluctuating within a tight range reflects our relatively unchanged view of the uncertainty of the evolving macroeconomic conditions facing the multifamily sector.
For example, over the past two years, we updated the loss rate used in the forecast period several times within a range of 2.1 basis points to 2.3 basis points. The forecast loss rate fluctuating within a tight range reflects our relatively unchanged view of the uncertainty of the evolving macroeconomic conditions facing the multifamily sector.
We are required to maintain acceptable net worth as defined in the standards, and we satisfied the requirements as of December 31, 2024. The net worth requirement is derived primarily from unpaid balances on Fannie Mae loans and the level of risk-sharing.
We are required to maintain acceptable net worth as defined in the standards, and we satisfied the requirements as of December 31, 2025. The net worth requirement is derived primarily from unpaid balances on Fannie Mae loans and the level of risk-sharing.
Our cash flows from investing activities also 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, 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.
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 have experienced a de minimis number of failed deliveries in our history and have incurred immaterial losses on such failed deliveries. We have risk-sharing obligations on substantially all loans we originate under the Fannie Mae DUS program.
We have experienced a de minimis number of failed deliveries in our history and have incurred insignificant losses on such failed deliveries. We have risk-sharing obligations on substantially all loans we originate under the Fannie Mae DUS program.
Changes in servicing fee rates impact the value of our MSRs and future servicing revenues, which could impact our profit margins and operating results immediately and over time. During the period of rapidly rising interest rates our fees for servicing new loans, particularly Fannie Mae loans, were under downward pressure to reduce the overall cost of borrowing to our clients.
Changes in servicing fee rates impact the value of our MSRs and future servicing revenues, which could impact our profit margins and operating results immediately and over time. During the period of rapidly rising interest rates our fees for servicing new loans, particularly Fannie Mae loans, faced downward pressure to reduce the overall cost of borrowing to our clients.
The higher profitability for Fannie Mae and HUD loans is largely driven by higher revenues attributable to the fair value of expected net cash flows from servicing. The Affordable Housing Market.
The higher profitability for Fannie Mae and HUD loans is largely driven by higher revenues attributable to the fair value of expected net cash flows from servicing, net of guaranty obligation. The Affordable Housing Market.
For example, a 10% change in the forecasted loss rate as of December 31, 2024 would have increased or decreased the allowance for risk-sharing obligations by 8%. A 20% change in the forecasted loss rate as of December 31, 2024 would have increased or decreased the allowance for risk-sharing obligations by 16%.
For example, a 10% change in the forecasted loss rate as of December 31, 2025 would have increased or decreased the allowance for risk-sharing obligations by 8%. A 20% change in the forecasted loss rate as of December 31, 2025 would have increased or decreased the allowance for risk-sharing obligations by 16%.
Except for the effects of the Tax Cuts and Jobs Act of 2017 (“Tax Reform”), our combined statutory tax rate has historically not varied significantly as the only material difference in the calculation of the combined statutory tax rate from year to year is the apportionment of our taxable income amongst the various states where we are subject to taxation since our foreign operations are (i) immaterial and (ii) taxed at a rate similar to our blended federal and state tax rate.
Except for the effects of the Tax Cuts and Jobs Act of 2017 (“Tax Reform”), our combined statutory tax rate has historically not varied significantly as the only material difference in the calculation of the combined statutory tax rate from year to year is the apportionment of our taxable income among the various states where we are subject to taxation since our foreign operations are (i) insignificant and (ii) taxed at a rate similar to our blended federal and state tax rate.
We fund any growth in our Fannie Mae required operational liquidity and collateral requirements from our working capital. We are in compliance with the December 31, 2024 collateral requirements as outlined above.
We fund any growth in our Fannie Mae required operational liquidity and collateral requirements from our working capital. We are in compliance with the December 31, 2025 collateral requirements as outlined above.
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.
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.
Our estimated combined statutory federal, state, and international tax rate was 25.1%, 26.1%, and 26.1% for the years ended December 31, 2024, 2023, and 2022, respectively.
Our estimated combined statutory federal, state, and international tax rate was 25.1%, 25.1%, and 26.1% for the years ended December 31, 2025, 2024, and 2023, respectively.
We do allocate interest expense and income tax expense. Corporate debt and the related interest expense are allocated first 52 Table of Contents 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.
We do allocate 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.
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 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 have, and may in the future, agree to a higher risk-sharing percentage (up to 100% of UPB) after origination and under limited circumstances.
We earn an investment management or asset management fee based on a contractual percentage of the invested capital. For market-rate investments, we earn and collect the investment management fees through the returns of the investment funds. For LIHTC investments, we collect the asset management fees (“AMF”) through the combination of current payments and asset dispositions.
We earn an investment management 36 Table of Contents or asset management fee based on a contractual percentage of the invested capital. For market-rate investments, we earn and collect the investment management fees through the returns of the investment funds. For LIHTC investments, we collect the asset management fees (“AMF”) through the combination of current payments and asset dispositions.
Absent additional significant legislative changes to statutory tax rates (particularly the federal tax rate), we expect low deviation from the 2024 combined statutory tax rate for future years.
Absent additional significant legislative changes to statutory tax rates (particularly the federal tax rate), we expect low deviation from the 2025 combined statutory tax rate for future years.
Through December 31, 2024, we did not repurchase any shares under the 2024 stock repurchase program and had $75.0 million of remaining capacity under that program.
Through December 31, 2025, we did not repurchase any shares under the 2025 stock repurchase program and had $75.0 million of remaining capacity under that program.
Use of the at-risk portfolio provides for comparability of the full risk-sharing and 56 Table of Contents 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.
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.
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.
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 ninth largest LIHTC syndicator in 2025 and continue to pursue combined LIHTC syndication and affordable housing services to generate significant long-term financing, property sales, and syndication opportunities.
Other operating expenses include facilities costs, travel and entertainment costs, marketing costs, professional fees, losses on debt extinguishment, accretion of contingent consideration liabilities, corporate insurance premiums, software costs, and other general and administrative expenses. Income tax expense. The Company is a C-corporation subject to federal, state, and international corporate tax.
Other operating expenses include facilities costs, travel and entertainment costs, marketing costs, professional fees, accretion of contingent consideration liabilities, corporate insurance premiums, software costs, and other general and administrative expenses. Income tax expense. The Company is a C-corporation subject to federal, state, and international corporate tax.
Treasuries is discounted 5%, and Agency mortgage-backed securities (“MBS”) are discounted 4% for purposes of calculating compliance with the collateral requirements. As of December 31, 2024, we held substantially all of our restricted liquidity in Agency MBS in the aggregate amount of $183.4 million. Additionally, the majority of the loans for which we have risk-sharing are Tier 2 loans.
Treasuries is discounted 5%, and Agency mortgage-backed securities (“MBS”) are discounted 4% for purposes of calculating compliance with the collateral requirements. As of December 31, 2025, we held substantially all of our restricted liquidity in Agency MBS in the aggregate amount of $202.7 million. Additionally, the majority of the loans for which we have risk-sharing are Tier 2 loans.
For more information on adjusted EBITDA, refer to the section below titled “Non-GAAP Financial Measure.” 38 Table of Contents Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The following table presents a year-over-year comparison of our financial results for the years ended December 31, 2024 and 2023.
For more information on adjusted EBITDA, refer to the section below titled “Non-GAAP Financial Measure.” 39 Table of Contents Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 The following table presents a year-over-year comparison of our financial results for the years ended December 31, 2025 and 2024.
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.
Income tax expense is determined at a consolidated corporate level and allocated to each segment proportionally based on each segment’s income before taxes, 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.
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. 47 Table of Contents Non-GAAP Financial Measure A reconciliation of adjusted EBITDA for our Capital Markets segment is presented below.
Income tax expense is determined at a consolidated corporate level and allocated to each segment proportionally based on each segment’s income before taxes, except for significant, one-time tax activities, which are allocated entirely to the segment impacted by the tax activity. 48 Table of Contents Non-GAAP Financial Measure A reconciliation of adjusted EBITDA for our Capital Markets segment is presented below.
The increase in origination fees was primarily related to an increase in the overall debt financing volumes year over year. Servicing fees increased mainly due to an increase in the average servicing portfolio. Property sales broker fees increased largely as a result of an increase in property sales volume year over year.
The increase in origination fees was primarily related to an increase in the overall debt financing volumes year over year. Servicing fees 42 Table of Contents increased mainly due to an increase in the average balance of the servicing portfolio. Property sales broker fees increased largely as a result of an increase in property sales volume year over year.
The “Business” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” 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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” 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.
We broker and service loans for many life insurance companies, commercial banks, and other institutional 28 Table of Contents investors, in which cases we do not fund the loan but rather act as a loan broker.
We broker and service loans 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 issue stock primarily in connection with the exercise of stock options and for acquisitions (non-cash transactions). 42 Table of Contents Years Ended December 31, 2024 Compared to Years Ended December 31, 2023 The following table presents a year-over-year comparison of the significant components of cash flows for the year ended December 31, 2024 and 2023.
We issue stock primarily in connection with the exercise of stock options and occasionally for acquisitions (non-cash transactions). 43 Table of Contents Years Ended December 31, 2025 Compared to Years Ended December 31, 2024 The following table presents a year-over-year comparison of the significant components of cash flows for the year ended December 31, 2025 and 2024.
Other transaction-related sources of revenue include (i) net warehouse interest income we earn or expense we incur while the loan is held for sale, (ii) net warehouse interest income from loans held for investment while they are outstanding, (iii) sales commissions for brokering the sale of multifamily properties, and (iv) syndication and transaction-based asset management fees from our investment management activities.
Other transaction-related sources of revenue include (i) net warehouse interest income we earn or expense we incur while the loan is held for sale, (ii) sales commissions for brokering the sale of multifamily and hospitality properties, and (iii) syndication and transaction-based asset management fees from our investment management activities.
Our annual 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, and general economic conditions. Discussions of our results of operations and comparisons between 2023 and 2022 can be found in “Item 7.
The financial results are not necessarily indicative of future results. Our annual 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, and general economic conditions. Discussions of our results of operations and comparisons between 2024 and 2023 can be found in “Item 7.
Under the provisions of the DUS agreement, we must also maintain a certain level of liquid assets referred to as the operational and 55 Table of Contents unrestricted portions of the required reserves each year. We satisfied these requirements as of December 31, 2024.
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 December 31, 2025.
As of December 31, 2024, reserve requirements for the December 31, 2024 DUS loan portfolio will require us to fund $71.5 million in additional restricted liquidity over the next 48 months, assuming no further principal paydowns, prepayments, or defaults within our at-risk portfolio.
As of December 31, 2025, reserve requirements for the December 31, 2025 DUS loan portfolio will require us to fund $99.7 million in additional restricted liquidity over the next 48 months, assuming no further principal paydowns, prepayments, or defaults within our at-risk portfolio.
Revenues Loan Origination and Debt Brokerage Fees, net. Loan origination fee revenue is recognized when we record a derivative asset upon the simultaneous commitments to originate a loan with a borrower and sell to an investor or when a loan that we broker closes with the institutional lender.
Loan origination fee revenue is recognized when we record a derivative asset upon the simultaneous commitments to originate a loan with a borrower and sell to an investor or when a loan that we broker closes with the institutional lender.
NOTE 6 of the consolidated financial statements provides additional details of our term debt. Goodwill impairment. Goodwill impairment is the write-down of our goodwill balance resulting from either our annual impairment testing or our quarterly evaluations of recoverability.
NOTE 7 of the consolidated financial statements provides additional details of our term debt. 37 Table of Contents Goodwill impairment. Goodwill impairment is the write-down of our goodwill balance resulting from either our annual impairment testing or our quarterly evaluations of recoverability.
There were no other accounting pronouncements issued during 2024 that have the potential to impact our consolidated financial statements. 58 Table of Contents
There were no other accounting pronouncements issued during 2025 that have the potential to impact our consolidated financial statements. 59 Table of Contents
(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”.
(2) Amount of equity called and syndicated into LIHTC funds. (3) Comprised solely of WDIP separate account originations. (4) This is a non-GAAP financial measure. For more information on adjusted EBITDA, refer to the section below titled “Non-GAAP Financial Measure”.
Unfunded commitments are highest during the fund raising and investment phases. AUM disclosed in this 10-K may differ from regulatory assets under management disclosed on WDIP’s Form ADV. WDIP typically receives management fees based on limited partner capital commitments, unfunded investment commitments, and funded investments.
AUM disclosed in this 10-K may differ from regulatory assets under management disclosed on WDIP’s Form ADV. WDIP typically receives management fees based on limited partner capital commitments, unfunded investment commitments, and funded investments.
For the ten-year period from January 1, 2014 through December 31, 2024, we recognized net write-offs of risk-sharing obligations of $10.0 million, or an average of less than one basis point annually of the average at risk Fannie Mae portfolio balance.
For the ten-year period from January 1, 2016 through December 31, 2025, we recognized net write-offs of risk-sharing obligations of $9.2 million, or an average of less than one basis point annually of the average at risk Fannie Mae portfolio balance.
Improving conditions in the second half of 2024 led to increased transaction volumes across nearly all aspects of our business during 2024, which surged to $39.9 billion with notable increases in Brokered (37%), GSE (11%) and property sales (11%) transaction volumes compared to last year.
Improving conditions in the second half of 2025 led to increased transaction volumes across nearly all aspects of our business during 2025, which surged to $54.8 billion with notable increases in Brokered (37%), GSE (38%) and property sales (37%) transaction volumes compared to last year.
Fannie Mae has assessed the DUS Capital Standards in the past and may make changes to these standards in the future.
Fannie Mae has assessed the DUS 56 Table of Contents Capital Standards in the past and may make changes to these standards in the future.
Additionally, with respect to Fund III, Fund IV, Fund V, Fund VI, and Fund VII, WDIP receives a percentage of the profits above the fund expenses and preferred return specified in the fund offering agreements.
Additionally, with respect to Fund IV, Fund V, Fund VI, and Fund VII, WDIP receives a percentage of the profits above the fund expenses and preferred return specified in the fund offering agreements, referred to as “carry” or “promote”.
Over the past two years, we have shifted our focus to scaling our assets under management, 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.
We have increased our focus on scaling our assets under management, 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 a co-investment from Walker & Dunlop.
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.
A detailed description and reconciliation of consolidated adjusted EBITDA is provided above in our Consolidated Results of Operations—Non-GAAP Financial Measure.
In February 2025, our Board of Directors again approved a stock repurchase program that permits the repurchase of up to $75.0 million shares of our common stock over a 12-month period beginning February 21, 2025. We have contractual obligations to make future cash payments on lease agreements on our various offices of $131.8 million as of December 31, 2024.
In February 2026, our Board of Directors again approved a stock repurchase program that permits the repurchase of up to $75.0 million shares of our common stock over a 12-month period beginning February 26, 2026. We have contractual obligations to make future cash payments on lease agreements on our various offices of $127.4 million over the next 11 years as of December 31, 2025.
As of December 31, 2024, we were required to maintain at least $64.5 million of liquid assets to meet our operational liquidity requirements for Fannie Mae, Freddie Mac, HUD, Ginnie Mae, and our warehouse facility lenders. As of December 31, 2024, we had operational liquidity of $253.9 million, as measured at our wholly owned operating subsidiary, Walker & Dunlop, LLC.
As of December 31, 2025, we were required to maintain at least $69.7 million of liquid assets to meet our operational liquidity requirements for Fannie Mae, Freddie Mac, HUD, Ginnie Mae, and our warehouse facility lenders. As of December 31, 2025, we had operational liquidity of $290.6 million, as measured at our wholly owned operating subsidiary, Walker & Dunlop, LLC.
As of December 31, 2024, our assessment of the remaining goodwill at each of our other reporting units, totaling $787.9 million, indicates they are not impaired (NOTE 7 of the consolidated financial statements details the changes in the goodwill balance).
As of December 31, 2025, our assessment of the remaining goodwill at each of our reporting units indicates they are not impaired (NOTE 9 of the consolidated financial statements details the changes in the goodwill balance).
Most of those units were absorbed in 2024, and we expect that absorption will continue into the first half of 2025. Looking forward, multifamily completions are anticipated to decrease significantly due to stalled new construction starts in 2023 and 2024, largely driven by tighter liquidity.
Most of those units were absorbed in 2024 and 2025, and we expect that absorption will continue into the first half of 2026. Looking forward, multifamily completions are anticipated to decrease significantly due to stalled new construction over the last several years, largely driven by tighter liquidity and higher cost of capital.
As of December 31, 2024, our servicing portfolio was $135.3 billion, up 4% from December 31, 2023, which was the 7 th largest commercial/multifamily primary and master servicing portfolio in the nation according to the Mortgage Bankers’ Association’s (“MBA”) 2024 year-end survey (the “Survey”).
As of December 31, 2025, our servicing portfolio was $144.0 billion, up 6% from December 31, 2024, which was the 6 th largest commercial/multifamily primary and master servicing portfolio in the nation according to the Mortgage Bankers’ Association’s (“MBA”) 2025 year-end survey (the “Survey”).
A 100-basis point change in the discount rate would increase or decrease the capitalized MSRs for the year ended December 31, 2024 by 3%. A 200-basis point change in the discount rate would increase or decrease the capitalized MSRs for the year ended December 31, 2024 by 5%.
A 100-basis point change in the discount rate would increase or decrease the capitalized MSRs for the year ended December 31, 2025 by 4%. A 200-basis point change in the discount rate would increase or decrease the capitalized MSRs for the year ended December 31, 2025 by 7%.
Property sales broker fees increased as a result of the growth in property sales volumes. Other revenues decreased largely due to decreased investment banking revenues, partially offset by an increase in appraisal revenues.
Property sales broker fees increased largely as a result of the growth in property sales volumes. Other revenues increased primarily due to an increase in investment banking revenues.
The “Critical Accounting Estimates” section above and NOTE 2 of the consolidated financial statements provide additional details of the accounting for these revenues. 35 Table of Contents Servicing Fees. We service nearly all loans we originate and some loans we broker.
The “Critical Accounting Estimates” section above and NOTE 2 of the consolidated financial statements provide additional details of the accounting for these revenues. Servicing Fees. We service nearly all loans we originate for Fannie Mae, Freddie Mac, HUD, and some loans we broker.
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 incentive compensation charges, the fair value of expected net cash flows from servicing, net, the write off of unamortized balance of premium associated with the repayment of a portion of our corporate debt, the gain from revaluation of a previously held equity-method investment, goodwill impairment, and contingent consideration liability fair value adjustments when the fair value adjustment is a triggering event for a goodwill impairment assessment.
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, loan repurchase losses, stock-based compensation, the fair value of expected net cash flows from servicing, net of guaranty obligation, the write off of 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.
There are various reasons investors may pay a premium when purchasing a loan. For example, the fixed rate on the loan may be higher than the rate of return required by an investor or the characteristics of a particular loan may be desirable to an investor.
There are various reasons investors may pay a premium when purchasing a loan. For example, the fixed rate on the loan may be higher than the rate of return required by an investor or the characteristics of a particular loan may be desirable to an investor. We do not receive premiums on brokered loans, since we are not the lender.
(6) As of December 31, 2024, included $46.0 million and $173.0 million of equity under management and assets under management, respectively, of Interim program JV loans. The remainder was composed of WDIP debt funds. As of December 31, 2023, includes $132.0 million and $710.0 million of equity under management and assets under management, respectively, of Interim program JV loans.
(5) As of December 31, 2025, included $36.5 million and $33.0 million of equity under management and assets under management, respectively, of Interim program JV loans. The remainder was composed of WDIP debt funds. As of December 31, 2024, includes $46.0 million and $173.0 million of equity under management and assets under management, respectively, of Interim program JV loans.
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.
For loans in excess of $400 million, we receive modified risk-sharing. We also may request modified risk-sharing at the time of origination on loans below $400 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.
Our servicing portfolio includes $68.2 billion of loans serviced for Fannie Mae and $39.2 billion for Freddie Mac, making us the 1 st and 6 th largest servicer of Fannie Mae and Freddie Mac multifamily loans in the nation, respectively, according to the 29 Table of Contents Survey.
Our servicing portfolio includes $72.7 billion of loans serviced for Fannie Mae and $42.6 billion for Freddie Mac, making us the 1 st and 7 th largest servicer of Fannie Mae and Freddie Mac multifamily loans in the nation, respectively, according to the Survey.
For loans serviced outside of Fannie Mae, we typically do not have similar prepayment protections. For loans serviced for Freddie Mac, the economic deterrent that reduces the risk of loan prepayment comes in the form of a defeasance requirement wherein the borrower is required to replace the prepaid loan with securities that offer an equivalent return.
For loans serviced for Freddie Mac, the economic deterrent that reduces the risk of loan prepayment comes in the form of a defeasance requirement wherein the borrower is required to replace the prepaid loan with securities that offer an equivalent return.
For example, we earn syndication fees based on new funds we are able to syndicate for investors and asset management fees based on performance of the underlying LIHTC properties and dispositions of these properties. Strong demand for LIHTC properties typically results in opportunities for syndication of LIHTC funds and high prices for dispositions.
For example, we earn syndication fees based on new funds we are able to syndicate for investors and asset management fees based on performance of the underlying LIHTC properties and dispositions of these properties.
(3) MSR Income as a percentage of Agency debt financing volume. The increase in origination fees were primarily the result of the 23% increase in debt financing volume, partially offset by a five-basis-point decrease in our origination fee rate.
(2) MSR Income as a percentage of Agency debt financing volume. The increase in origination fees was primarily the result of the 38% increase in debt financing volume, partially offset by a nine-basis-point decrease in our origination fee rate.
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.
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 “Business” section of “Item 7.
Fannie Mae recently announced that we ranked as its largest DUS lender in 2024, by loan deliveries, and Freddie Mac recently announced that we ranked as its 4 th largest Freddie Mac lender in 2024, by loan deliveries.
Fannie Mae recently announced that we ranked as its largest DUS lender in 2025, by loan deliveries, and Freddie Mac recently announced that we ranked as its 3 rd largest Freddie Mac lender in 2025, by loan deliveries.
(2) For the year ended December 31, 2024, includes goodwill impairment of $33.0 million and contingent consideration fair value adjustment of $34.5 million.
(2) For the year ended December 31, 2024, includes goodwill impairment of $33.0 million and contingent consideration fair value adjustments of $34.5 million, with no comparable activity for the year ended December 31, 2025.
Consequently, our Capital Markets segment produced net income of $66.7 million in 2024, up 62% compared to 2023. Our Servicing & Asset Management segment is not directly correlated to the transaction markets like our Capital Markets segment.
Consequently, our Capital Markets segment produced net income of $89.8 million in 2025, up 35% compared to 2024. Our Servicing & Asset Management segment is not directly correlated to the transaction markets like our Capital Markets segment.
Through WDAE, a wholly-owned subsidiary of the Company, we are the 8 th largest tax credit syndicator in the U.S., and an affordable housing developer through various joint venture partnerships.
Through WDAE, a wholly owned subsidiary of the Company, we are the 9 th largest tax credit syndicator in the U.S., as measured by the number of Affordable units under management, and an affordable housing developer through various joint venture partnerships.
As noted below, the accretion of contingent consideration liabilities is included in other operating expenses. The “Critical Accounting Estimates” section above and NOTE 8 of the consolidated financial statements provide additional details of the accounting for this expense. Other operating expenses.
As noted below, the accretion of contingent consideration liabilities is included in other operating expenses. NOTE 9 of the consolidated financial statements provide additional details of the accounting for this expense. Indemnified and repurchased loan expenses.
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.
Our full risk-sharing is currently limited to loans up to $400 million, which equates to a maximum loss per loan of $80 million (such exposure would occur in the event that the underlying collateral is determined to be completely without value at the time of loss), updated from $300 million in the fourth quarter of 2025.
Our market share with Fannie Mae and Freddie Mac was 10.7% on a combined basis, by loan deliveries in 2024, compared to 11.3% in 2023. Additionally, we were the 2 nd largest overall lender for HUD in 2024 .
Our market share with Fannie Mae and Freddie Mac was 11.2% on a combined basis, by loan deliveries in 2025, compared to 10.7% in 2024. Additionally, we were the 5 th largest overall lender for HUD for its fiscal year ended September 30, 2025 .
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.
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.
Warehouse interest expense is incurred on borrowings used to fund loans solely while they are held for sale or for investment. Warehouse interest income and expense are earned or incurred on loans held for sale after a loan is closed and before a loan is sold.
Warehouse interest income and expense are earned or incurred on loans held for sale after a loan is closed and before a loan is sold. Warehouse interest income and expense are earned or incurred on loans held for investment after a loan is closed and before a loan is repaid.
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.
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.
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.
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 32 Table of Contents value.
The decrease in net cash used in loan origination activities is primarily attributable to originations outpacing sales by $23.6 million in 2024 compared to $179.6 million in 2023. (ii) Other activities . Cash flows provided by other operating activities were $153.0 million in 2024, down from $179.1 million in 2023.
The increase in net cash used in loan origination activities is primarily attributable to originations outpacing sales by $833.8 million in 2025 compared to $23.6 million in 2024. (ii) Other activities . Cash flows provided by other operating activities were $169.5 million in 2025, up from $153.0 million in 2024.
Accordingly, loans originated in those 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 to 100% of a loan’s UPB in lieu of the risk-sharing agreement described above.
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+0 added1 removed4 unchanged
Biggest changeThe following table shows the impact on our annual earnings due to a 100-basis point increase and decrease in SOFR as of December 31, 2024 and 2023, based on our current and previous notes payable balance outstanding at each period end. (in thousands) As of December 31, Change in annual income from operations due to: 2024 2023 100 basis point increase in SOFR $ (7,785) $ (7,865) 100 basis point decrease in SOFR 7,785 7,865 Market Value Risk The fair value of our MSRs is subject to market-value risk.
Biggest changeThe following table shows the impact on our annual earnings due to a 100-basis point increase and decrease in SOFR as of December 31, 2025 and 2024, respectively, based on the debt balances outstanding at each period end. (in thousands) As of December 31, Change in annual income before taxes due to: 2025 2024 100 basis point increase in SOFR $ (8,466) $ (7,785) 100 basis point decrease in SOFR 8,466 7,785 Market Value Risk The fair value of our MSRs is subject to market-value risk.
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 $49.7 million as of December 31, 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 $49.7 million as of December 31, 2025.
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 December 31, Change in annual placement fee revenue due to: 2024 2023 100 basis point increase in EFFR $ 26,938 $ 26,827 100 basis point decrease in EFFR (26,938) (26,827) The borrowing cost of our warehouse facilities used to fund loans held for sale is based on SOFR.
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 December 31, Change in annual placement fee revenue due to: 2025 2024 100 basis point increase in EFFR $ 31,395 $ 26,938 100 basis point decrease in EFFR (31,395) (26,938) The borrowing cost of our warehouse facilities used to fund loans held for sale is based on SOFR.
As of December 31, 2024 and December 31, 2023, 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.
As of both December 31, 2025 and December 31, 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.
The base SOFR was 449 basis points and 538 basis points as of December 31, 2024 and 2023, 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 base SOFR was 387 basis points and 449 basis points as of December 31, 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.
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 December 31, 2024 and 2023, respectively.
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 364 basis points and 433 basis points as of December 31, 2025 and 2024, respectively.
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 December 31, Change in annual net warehouse interest income due to: 2024 2023 100 basis point increase in SOFR $ (6,196) $ (5,851) 100 basis point decrease in SOFR 6,196 5,851 Our Corporate Debt is based on Adjusted Term SOFR as of December 31, 2024.
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 December 31, Change in annual net warehouse interest income due to: 2025 2024 100 basis point increase in SOFR $ (14,450) $ (6,196) 100 basis point decrease in SOFR 14,450 6,196 All of our Corporate Debt is effectively based on Adjusted Term SOFR as of December 31, 2025.
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 $41.9 million as of December 31, 2024, compared to $44.0 million as of December 31, 2023.
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 $39.4 million as of December 31, 2025, compared to $41.9 million as of December 31, 2024.
Removed
In January 2023, our Corporate Debt increased by $200 million.

Other WD 10-K year-over-year comparisons