Walker & Dunlop, Inc._March 31, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-35000

Walker & Dunlop, Inc.

(Exact name of registrant as specified in its charter)

Maryland		80-0629925
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

7272 Wisconsin Avenue, Suite 1300

Bethesda, Maryland 20814

(301) 215-5500

(Address of principal executive offices)(Zip Code)(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share	WD	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒

Smaller Reporting Company ☐

Accelerated Filer ☐

Emerging Growth Company ☐

Non-accelerated Filer ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 24, 2025, there were 33,981,534 total shares of common stock outstanding.

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Walker & Dunlop, Inc.
Form 10-Q
INDEX


		Page

PART I	FINANCIAL INFORMATION	3

Item 1.	Financial Statements	3

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	56

Item 4.	Controls and Procedures	57

PART II	OTHER INFORMATION	57

Item 1.	Legal Proceedings	57

Item 1A.	Risk Factors	57

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57

Item 3.	Defaults Upon Senior Securities	58

Item 4.	Mine Safety Disclosures	58

Item 5.	Other Information	58

Item 6.	Exhibits	59

	Signatures	60

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PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

Walker & Dunlop, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)


		March 31, 2025	December 31, 2024
Assets
Cash and cash equivalents	$	180,971	$	279,270
Restricted cash		32,268		25,156
Pledged securities, at fair value		214,374		206,904
Loans held for sale, at fair value		946,372		780,749
Mortgage servicing rights		825,761		852,399
Goodwill		868,710		868,710
Other intangible assets		153,139		156,893
Receivables, net		372,689		335,879
Committed investments in tax credit equity		337,510		313,230
Other assets		580,084		562,803
Total assets	$	4,511,878	$	4,381,993

Liabilities
Warehouse notes payable	$	931,002	$	781,706
Notes payable		825,556		768,044
Allowance for risk-sharing obligations		31,871		28,159
Commitments to fund investments in tax credit equity		295,052		274,975
Other liabilities		684,308		769,246
Total liabilities	$	2,767,789	$	2,622,130

Stockholders' Equity
Preferred stock (authorized 50,000 shares; none issued)	$	—	$	—
Common stock ($0.01 par value; authorized 200,000 shares; issued and outstanding 33,344 shares as of March 31, 2025 and 33,194 shares as of December 31, 2024)		333		332
Additional paid-in capital ("APIC")		432,788		429,000
Accumulated other comprehensive income (loss) ("AOCI")		1,295		586
Retained earnings		1,297,764		1,317,945
Total stockholders’ equity	$	1,732,180	$	1,747,863
Noncontrolling interests		11,909		12,000
Total equity	$	1,744,089	$	1,759,863
Commitments and contingencies (NOTES 2 and 9)		—		—
Total liabilities and equity	$	4,511,878	$	4,381,993

See accompanying notes to condensed consolidated financial statements.

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Walker & Dunlop, Inc. and Subsidiaries

Condensed Consolidated Statements of Income and Comprehensive Income

(In thousands, except per share data)

(Unaudited)


	For the three months ended
	March 31,
	2025		2024
Revenues
Loan origination and debt brokerage fees, net	$	46,381	$	43,740
Fair value of expected net cash flows from servicing, net		27,811		20,898
Servicing fees		82,221		80,043
Property sales broker fees		13,521		8,821
Investment management fees		9,682		13,520
Net warehouse interest income (expense)		(786)		(1,116)
Placement fees and other interest income		33,211		39,402
Other revenues		25,326		22,751
Total revenues	$	237,367	$	228,059

Expenses
Personnel	$	121,390	$	111,463
Amortization and depreciation		57,621		55,891
Provision (benefit) for credit losses		3,712		524
Interest expense on corporate debt		15,514		17,659
Other operating expenses		33,886		28,843
Total expenses	$	232,123	$	214,380
Income from operations	$	5,244	$	13,679
Income tax expense		2,519		2,864
Net income before noncontrolling interests	$	2,725	$	10,815
Less: net income (loss) from noncontrolling interests		(29)		(1,051)
Walker & Dunlop net income	$	2,754	$	11,866
Net change in unrealized gains (losses) on pledged available-for-sale securities, net of taxes		709		(13)
Walker & Dunlop comprehensive income	$	3,463	$	11,853

Basic earnings per share (NOTE 10)	$	0.08	$	0.35
Diluted earnings per share (NOTE 10)	$	0.08	$	0.35

Basic weighted-average shares outstanding		33,264		32,978
Diluted weighted-average shares outstanding		33,296		33,048

See accompanying notes to condensed consolidated financial statements.

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Walker & Dunlop, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity

(In thousands, except per share data)

(Unaudited)


	For the three months ended March 31, 2025
		Stockholders' Equity
	Common Stock							Retained		Noncontrolling		Total
	Shares	Amount		APIC		AOCI		Earnings		Interests		Equity
Balance as of December 31, 2024	33,194		332		429,000		586		1,317,945		12,000	$	1,759,863
Walker & Dunlop net income	—		—		—		—		2,754		—		2,754
Net income (loss) from noncontrolling interests	—		—		—		—		—		(29)		(29)
Other comprehensive income (loss), net of tax	—		—		—		709		—		—		709
Stock-based compensation - equity classified	—		—		6,303		—		—		—		6,303
Issuance of common stock in connection with equity compensation plans	247		2		6,071		—		—		—		6,073
Repurchase and retirement of common stock	(97)		(1)		(8,586)		—		—		—		(8,587)
Distributions to noncontrolling interest holders	—		—		—		—		—		(62)		(62)
Cash dividends paid ($0.67 per common share)	—		—		—		—		(22,935)		—		(22,935)
Balance as of March 31, 2025	33,344	$	333	$	432,788	$	1,295	$	1,297,764	$	11,909	$	1,744,089


	For the three months ended March 31, 2024
		Stockholders' Equity
	Common Stock							Retained		Noncontrolling		Total
	Shares	Amount		APIC		AOCI		Earnings		Interests		Equity
Balance as of December 31, 2023	32,874	$	329	$	425,488	$	(479)	$	1,298,412	$	22,379	$	1,746,129
Walker & Dunlop net income	—		—		—		—		11,866		—		11,866
Net income (loss) from noncontrolling interests	—		—		—		—		—		(1,051)		(1,051)
Contributions from noncontrolling interests	—		—		—		—		—		—		—
Other comprehensive income (loss), net of tax	—		—		—		(13)		—		—		(13)
Stock-based compensation - equity classified	—		—		5,842		—		—		—		5,842
Issuance of common stock in connection with equity compensation plans	322		3		5,642		—		—		—		5,645
Repurchase and retirement of common stock	(101)		(1)		(9,788)		—		—		—		(9,789)
Distributions to noncontrolling interest holders	—		—		—		—		—		(500)		(500)
Cash dividends paid ($0.65 per common share)	—		—		—		—		(21,965)		—		(21,965)
Other activity	—		—		—		—		—		(256)		(256)
Balance as of March 31, 2024	33,095	$	331	$	427,184	$	(492)	$	1,288,313	$	20,572	$	1,735,908

See accompanying notes to condensed consolidated financial statements.

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Walker & Dunlop, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	For the three months ended March 31,
	2025		2024
Cash flows from operating activities
Net income before noncontrolling interests	$	2,725	$	10,815
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Gains attributable to the fair value of future servicing rights, net of guaranty obligation		(27,811)		(20,898)
Change in the fair value of premiums and origination fees		1,074		9,225
Amortization and depreciation		57,621		55,891
Provision (benefit) for credit losses		3,712		524
Originations of loans held for sale		(1,199,612)		(1,187,645)
Proceeds from transfers of loans held for sale		999,647		1,260,295
Other operating activities, net		(118,464)		(89,810)
Net cash provided by (used in) operating activities	$	(281,108)	$	38,397

Cash flows from investing activities
Capital expenditures	$	(3,628)	$	(3,221)
Purchases of equity-method investments		(8,965)		(4,048)
Purchases of pledged available-for-sale ("AFS") securities		(16,989)		(8,000)
Proceeds from prepayment and sale of pledged AFS securities		2,406		3,061
Originations and repurchase of loans held for investment		(13,371)		(13,469)
Other investing activities, net		1,165		627
Net cash provided by (used in) investing activities	$	(39,382)	$	(25,050)

Cash flows from financing activities
Borrowings (repayments) of warehouse notes payable, net	$	199,823	$	(74,359)
Borrowings of notes payable		398,875		—
Repayments of notes payable		(328,481)		(2,000)
Repurchase of common stock		(8,587)		(9,789)
Cash dividends paid		(22,935)		(21,965)
Payment of contingent consideration		(1,500)		(13,820)
Debt issuance costs		(14,117)		(480)
Other financing activities, net		(1,052)		(1,740)
Net cash provided by (used in) financing activities	$	222,026	$	(124,153)

Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents (NOTE 2)	$	(98,464)	$	(110,806)
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period		327,898		391,403
Total of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period	$	229,434	$	280,597

Supplemental Disclosure of Cash Flow Information:
Cash paid to third parties for interest	$	14,867	$	18,145
Cash paid for income taxes, net of cash refunds received		(75)		(604)

See accompanying notes to condensed consolidated financial statements.

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NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION

These financial statements represent the condensed consolidated financial position and results of operations of Walker & Dunlop, Inc. and its subsidiaries. Unless the context otherwise requires, references to “Walker & Dunlop” and the “Company” mean the Walker & Dunlop consolidated companies. The statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they may not include certain financial statement disclosures and other information required for annual financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). In the opinion of management, all adjustments considered necessary for a fair presentation of the results for the Company in the interim periods presented have been included. Results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or thereafter.

Walker & Dunlop, Inc. is a holding company and conducts the majority of its operations through Walker & Dunlop, LLC, the operating company. Walker & Dunlop is one of the leading commercial real estate services and finance companies in the United States. The Company originates, sells, and services a range of commercial real estate debt and equity financing products, provides multifamily property sales brokerage and valuation services, engages in commercial real estate investment management activities with a particular focus on the affordable housing sector through low-income housing tax credit (“LIHTC”) syndication, provides housing market research, and delivers real estate-related investment banking and advisory services.

Through its Agency (as defined below) lending products, the Company originates and sells loans pursuant to the programs of the Federal National Mortgage Association (“Fannie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac” and, together with Fannie Mae, the “GSEs”), the Government National Mortgage Association (“Ginnie Mae”), and the Federal Housing Administration, a division of the U.S. Department of Housing and Urban Development (together with Ginnie Mae, “HUD” and, together with the GSEs, the “Agencies”). Through its debt brokerage products, the Company brokers, and, in some cases, services, loans for various life insurance companies, commercial banks, commercial mortgage-backed securities issuers, and other institutional investors.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Subsequent Events—The Company has evaluated the effects of all events that have occurred subsequent to March 31, 2025 and before the date of this filing. The Company has made certain disclosures in the notes to the condensed consolidated financial statements of events that have occurred subsequent to March 31, 2025. There have been no other material subsequent events that would require recognition in the condensed consolidated financial statements.

Use of Estimates—The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, including the allowance for risk-sharing obligations, initial and recurring fair value assessments of capitalized mortgage servicing rights, the initial fair value assessment of goodwill, the periodic assessment of impairment of goodwill, initial fair value estimate of other intangible assets, and the initial and recurring fair value assessments of contingent consideration liabilities. Actual results may vary from these estimates.

Provision (Benefit) for Credit Losses—The Company records the income statement impact of the changes in the allowance for loan losses, the allowance for risk-sharing obligations, and other credit losses within Provision (benefit) for credit losses in the Condensed Consolidated Statements of Income. NOTE 4 contains additional discussion related to the allowance for risk-sharing obligations. The Company has credit risk exclusively on loans secured by multifamily real estate, with no exposure to any other sector of commercial real estate, including office, retail, industrial, and hospitality.


	For the three months ended
	March 31,
Components of Provision (Benefit) for Credit Losses (in thousands)	2025		2024
Provision (benefit) for loan losses	$	—	$	2,001
Provision (benefit) for risk-sharing obligations		3,712		(1,477)
Provision (benefit) for loan credit losses		3,712		524
Provision (benefit) for other credit losses		—		—
Provision (benefit) for credit losses	$	3,712	$	524

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Transfers of Financial Assets—Transfers of financial assets are reported as sales when (i) the transferor surrenders control over those assets, (ii) the transferred financial assets have been legally isolated from the Company’s creditors, (iii) the transferred assets can be pledged or exchanged by the transferee, and (iv) consideration other than beneficial interests in the transferred assets is received in exchange. The transferor is considered to have surrendered control over transferred assets if, and only if, certain conditions are met. The Company determined that all loans sold during the periods presented met these specific conditions and accounted for all transfers of loans held for sale as completed sales.

The Company is obligated to repurchase loans that are originated for the GSEs’ programs if certain representations and warranties that it provides in connection with the sale of the loans through these programs are determined to have been breached. During 2024, the Company received requests to repurchase five GSE loans. As of March 31, 2025, the Company has repurchased three of the loans in full and still has forbearance and indemnification agreements in place for the other two loans. The Company foreclosed on one of the repurchased loans and now holds an Other Real Estate Owned (“OREO”) asset. The aggregate balance of assets not yet repurchased was $46.1 million as of March 31, 2025, all of which require a cash outlay over the coming year. The Company repurchased one of the assets in April 2025, and the remaining asset must be repurchased by March 29, 2026. All repurchased and indemnified loans are delinquent and in non-accrual status.

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

As of March 31, 2025 and December 31, 2024, the balance of loans with a repurchase option included within Loans held for sale, at fair value was $140.4 million and $189.5 million, respectively. As of March 31, 2025 and December 31, 2024, the corresponding liabilities included within Warehouse notes payable (and NOTE 6) were $140.4 million and $189.5 million, respectively. These are not cash transactions and thus are not reflected in the Condensed Consolidated Statements of Cash Flows and will not require a future cash outlay.

Statement of Cash Flows—For presentation in the Condensed Consolidated Statements of Cash Flows, the Company considers pledged cash and cash equivalents (as detailed in NOTE 9) to be restricted cash and restricted cash equivalents. The following table presents a reconciliation of the total cash, cash equivalents, restricted cash, and restricted cash equivalents as presented in the Condensed Consolidated Statements of Cash Flows to the related captions in the Condensed Consolidated Balance Sheets as of March 31, 2025 and 2024, and December 31, 2024 and 2023.


	March 31,				December 31,
(in thousands)	2025		2024		2024		2023
Cash and cash equivalents	$	180,971	$	216,532	$	279,270	$	328,698
Restricted cash		32,268		21,071		25,156		21,422
Pledged cash and cash equivalents (NOTE 9)		16,195		42,994		23,472		41,283
Total cash, cash equivalents, restricted cash, and restricted cash equivalents	$	229,434	$	280,597	$	327,898	$	391,403

Income Taxes—The Company records the realizable excess tax benefit or shortfall from stock-based compensation as a reduction or increase, respectively, to income tax expense. The realizable excess tax benefits were a shortfall of $1.3 million for the three months ended March 31, 2025 and a benefit of $0.6 million for the three months ended March 31, 2024.

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Net Warehouse Interest Income (Expense)—The Company presents warehouse interest income net of warehouse interest expense. Warehouse interest income is the interest earned from loans held for sale and loans held for investment. Generally, a substantial portion of the Company’s loans is financed with matched borrowings under one of its warehouse facilities. The remaining portion of loans not funded with matched borrowings is financed with the Company’s own cash. Warehouse interest income is earned or incurred on loans held for sale after a loan is closed and before a loan is sold. Warehouse interest income is earned or incurred on loans held for investment after a loan is closed and before a loan is repaid. Occasionally, the Company also fully funds a small number of loans held for sale or loans held for investment with its own cash. Included in Net warehouse interest income (expense) for the three months ended March 31, 2025 and 2024 are the following components:


	For the three months ended
(in thousands)	March 31,
Components of Net Warehouse Interest Income (Expense)	2025		2024
Warehouse interest income	$	6,574	$	7,493
Warehouse interest expense		(7,360)		(8,609)
Net warehouse interest income (expense)	$	(786)	$	(1,116)

Co-broker Fees—Third-party co-broker fees are netted against Loan origination and debt brokerage fees, net in the Condensed Consolidated Statements of Income and were $2.0 million and $2.6 million for the three months ended March 31, 2025 and 2024, respectively.

Contracts with Customers—The majority of the Company’s revenues are derived from the following sources, all of which are excluded from the accounting provisions applicable to contracts with customers: (i) financial instruments, (ii) transfers and servicing, (iii) derivative transactions, and (iv) investments in debt securities/equity-method investments. The remaining portion of revenues is derived from contracts with customers.

Other than LIHTC asset management fees as described in the 2024 Form 10-K and presented as Investment management fees in the Condensed Consolidated Statements of Income, the Company’s contracts with customers generally do not require judgment or material estimates that affect the determination of the transaction price (including the assessment of variable consideration), the allocation of the transaction price to performance obligations, and the determination of the timing of the satisfaction of performance obligations. Additionally, the earnings process for the majority of the Company’s contracts with customers is not complicated and is generally completed in a short period of time. The following table presents information about the Company’s contracts with customers for the three months ended March 31, 2025 and 2024 (in thousands):


	For the three months ended
	March 31,
Description	2025		2024		Statement of income line item
Certain loan origination fees	$	16,734	$	17,787	Loan origination and debt brokerage fees, net
Property sales broker fees		13,521		8,821	Property sales broker fees
Investment management fees		9,682		13,520	Investment management fees
Investment banking revenues, appraisal revenues, subscription revenues, syndication fees, and other revenues		18,027		12,275	Other revenues
Total revenues derived from contracts with customers	$	57,964	$	52,403

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

Recently Adopted and Recently Announced Accounting Pronouncements—The Company is currently evaluating Accounting Standards Updates (“ASU”) 2023-09 Improvements to Income Tax Disclosures and 2024-03—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. ASU 2023-09 has an effective date for the Company for fiscal years starting in 2025. ASU 2024-03 has an effective date for the Company for fiscal years starting in 2027 and interim periods thereafter. The Company currently believes these ASUs will not materially impact the Company’s consolidated financial statements or disclosures. There are no other recently announced but not yet effective accounting pronouncements issued that have the potential to impact the Company’s consolidated financial statements.

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Reclassifications—The Company has made insignificant reclassifications to prior-year balances to conform to current-year presentation.

NOTE 3—MORTGAGE SERVICING RIGHTS

The fair value of the mortgage servicing rights (“MSRs”) was $1.4 billion as of both March 31, 2025 and December 31, 2024. The Company uses a discounted static cash flow valuation approach, and the key economic assumptions are the discount rate and placement fee rate. See the following sensitivities showing the changes in fair value related to changes in these key economic assumptions:


MSR Key Economic Assumptions Sensitivities (in millions)	Decrease in Fair Value
Discount Rate
100 basis point increase	$	42.1
200 basis point increase		81.3
Placement Fee Rate
50 basis point decrease	$	49.9
100 basis point decrease		99.7

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

Activity related to capitalized MSRs (net of accumulated amortization) for the three months ended March 31, 2025 and 2024 follows:


	For the three months ended
	March 31,
Roll Forward of MSRs (in thousands)	2025		2024
Beginning balance	$	852,399	$	907,415
Additions, following the sale of loan		26,843		26,410
Amortization		(51,822)		(50,531)
Pre-payments and write-offs		(1,659)		(1,460)
Ending balance	$	825,761	$	881,834

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


Components of MSRs (in thousands)	March 31, 2025		December 31, 2024
Gross value	$	1,819,165	$	1,808,295
Accumulated amortization		(993,404)		(955,896)
Net carrying value	$	825,761	$	852,399

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The expected amortization of MSRs held in the Condensed Consolidated Balance Sheet as of March 31, 2025 is shown in the table below. Actual amortization may vary from these estimates.




(in thousands)	Expected
Nine Months Ending December 31,	Amortization
2025	$	148,045
Year Ending December 31,
2026	$	175,412
2027		153,757
2028		122,585
2029		88,577
2030		60,614
Thereafter		76,771
Total	$	825,761

NOTE 4—ALLOWANCE FOR RISK-SHARING OBLIGATIONS

When a loan is sold under the Fannie Mae Delegated Underwriting and Servicing (“DUS”) program, the Company typically agrees to guarantee a portion of the ultimate loss incurred on the loan should the borrower fail to perform. The compensation for this risk is a component of the servicing fee on the loan. The guaranty is in force while the loan is outstanding. Substantially all loans sold under the Fannie Mae DUS program contain modified or full risk-sharing guaranties that are based on the credit performance of the loan. The Company records an estimate of the contingent loss reserve for Current Expected Credit Losses (“CECL”), for all loans in its Fannie Mae at-risk servicing portfolio and an insignificant number of Freddie Mac’s small balance loans (“SBL”) pre-securitized loans as discussed in the Company’s 2024 Form 10-K. Most loans are collectively evaluated, while a small portion are individually evaluated. For loans that are individually evaluated, a reserve for estimated credit losses is recorded when it is probable that a risk-sharing loan will foreclose or has foreclosed (“collateral-based reserves”), and a reserve for estimated credit losses is recorded for all other risk-sharing loans that are collectively evaluated (“CECL allowance”). The combined loss reserves, along with an insignificant amount of reserves for Freddie Mac SBL loans, is presented as Allowance for risk-sharing obligations on the Condensed Consolidated Balance Sheets.

Activity related to the allowance for risk-sharing obligations for the three months ended March 31, 2025 and 2024 follows:


	For the three months ended
	March 31,
Roll Forward of Allowance for Risk-Sharing Obligations (in thousands)	2025		2024
Beginning balance	$	28,159	$	31,601
Provision (benefit) for risk-sharing obligations		3,712		(1,477)
Write-offs		—		—
Ending balance	$	31,871	$	30,124

The Company assesses several qualitative and quantitative factors including the current and expected unemployment rate, macroeconomic conditions, and the multifamily market to calculate the Company’s CECL allowance each quarter. The key inputs for the CECL allowance are the historical loss rate, the forecast-period loss rate, the reversion-period loss rate, and the unpaid principal balance (“UPB”) of the at-risk servicing portfolio. A summary of the key inputs of the CECL allowance as of the end of each of the quarters presented and the provision (benefit) impact during the three months ended March 31, 2025 and 2024 follows:

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		As of and for the three months ended
		March 31,
CECL Calculation Inputs, Details, and Provision Impact		2025		2024
Forecast-period loss rate (in basis points)		2.1		2.3
Reversion-period loss rate (in basis points)		1.2		1.3
Historical loss rate (in basis points)		0.3		0.3
At-risk Fannie Mae servicing portfolio UPB (in billions)	$	63.6	$	59.2
CECL allowance (in millions)	$	24.4	$	25.0
Provision (benefit) for CECL allowance (in millions)	$	0.2	$	(6.6)

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

The weighted-average remaining life of the at-risk Fannie Mae servicing portfolio as of March 31, 2025 was 5.5 years compared to 5.7 years as of December 31, 2024.

Five Fannie Mae DUS loans and three Freddie Mac SBLs had aggregate collateral-based reserves of $7.5 million as of March 31, 2025 compared to three Fannie Mae DUS loans and three Freddie Mac SBLs that had aggregate collateral-based reserves of $4.0 million as of December 31, 2024.

As of March 31, 2025 and 2024, the maximum quantifiable contingent liability associated with the Company’s guaranties for the at-risk loans serviced under the Fannie Mae DUS agreement was $13.2 billion and $12.1 billion, respectively. This maximum quantifiable contingent liability relates to the at-risk loans serviced for Fannie Mae at the specific point in time indicated. The maximum quantifiable contingent liability is not representative of the actual loss the Company would incur. The Company would be liable for this amount only if all of the loans it services for Fannie Mae, for which the Company retains some risk of loss, were to default and all of the collateral underlying these loans were determined to be without value at the time of settlement.

NOTE 5—SERVICING

The total UPB of loans the Company was servicing for various institutional investors was $135.6 billion as of March 31, 2025 compared to $135.3 billion as of December 31, 2024.

As of March 31, 2025 and December 31, 2024, custodial deposit accounts (“escrow deposits”) relating to loans serviced by the Company totaled $2.4 billion and $2.7 billion, respectively. These amounts are not included in the Condensed Consolidated Balance Sheets as such amounts are not Company assets; however, the Company is entitled to placement fees on these escrow deposits, presented within Placement fees and other interest income in the Condensed Consolidated Statements of Income. Certain cash deposits exceed the Federal Deposit Insurance Corporation insurance limits; however, the Company believes it has mitigated this risk by holding uninsured deposits at large national banks.

NOTE 6—DEBT

Warehouse Facilities

As of March 31, 2025, to provide financing to borrowers under the Agencies’ programs, the Company had committed and uncommitted warehouse lines of credit in the amount of $3.8 billion with certain national banks and a $1.5 billion uncommitted facility with Fannie Mae (collectively, the “Agency Warehouse Facilities”). In support of these Agency Warehouse Facilities, the Company has pledged substantially all of its loans held for sale under the Company’s approved programs. The Company’s ability to originate mortgage loans for sale depends upon its ability to secure and maintain these types of short-term financings on acceptable terms.

The interest rate for all the Company’s warehouse facilities is based on Adjusted Term Secured Overnight Financing rate. The maximum amount and outstanding borrowings under Agency Warehouse Facilities as of March 31, 2025 follows:

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	March 31, 2025
(in thousands)	Committed		Uncommitted		Total Facility		Outstanding
Facility	Amount		Amount		Capacity		Balance		Interest rate⁽¹⁾
Agency Warehouse Facility #1	$	325,000		250,000		575,000	$	19,622	SOFR plus 1.30%
Agency Warehouse Facility #2		700,000		300,000		1,000,000		214,076	SOFR plus 1.30%
Agency Warehouse Facility #3		425,000		425,000		850,000		130,226	SOFR plus 1.30%
Agency Warehouse Facility #4		150,000		225,000		375,000		96,356	SOFR plus 1.30% to 1.35%
Agency Warehouse Facility #5		50,000		950,000		1,000,000		178,093	SOFR plus 1.45%
Total National Bank Agency Warehouse Facilities	$	1,650,000		2,150,000		3,800,000	$	638,373
Fannie Mae repurchase agreement, uncommitted line and open maturity		—		1,500,000		1,500,000		152,286
Total Agency Warehouse Facilities	$	1,650,000		3,650,000		5,300,000	$	790,659
Liabilities associated with loans held for sale due to a repurchase option (NOTE 2)		—		—		—		140,439
Total Borrowings	$	1,650,000	$	3,650,000	$	5,300,000	$	931,098

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

During the first quarter of 2025, the maturity date of Agency Warehouse Facility #2 was extended to April 10, 2026. No other material modifications have been made to the Agency Warehouse Facilities during the year.

Notes Payable

As of December 31, 2024, the Company’s notes payable consisted of a senior secured credit agreement (as amended from time to time; the “Credit Agreement”) that provided for an $800.0 million borrowing pursuant to that certain Credit Agreement, dated as of December 16, 2021 (as amended from time to time, the “Term Loan”).

In March 2025, the Company completed its offering of $400.0 million aggregate principal amount of senior unsecured notes due 2033 (the “Senior Notes”). The Senior Notes were issued pursuant to an indenture, dated as of March 14, 2025 (the “Indenture”). The Senior Notes bear interest at a fixed rate of 6.625% per annum, accruing from March 14, 2025. Interest is payable semiannually in arrears on April 1 and October 1 of each year, commencing on October 1, 2025. The Senior Notes mature on April 1, 2033. The Senior Notes are guaranteed on a senior unsecured basis by the subsidiary guarantors. As discussed in NOTE 8, the Company entered into an interest rate swap agreement to convert the fixed interest rate to a floating interest rate based on SOFR. The Company used $328.5 million of the proceeds from the Senior Notes to paydown its obligations under the Term Loan. In connection with the paydown, the Company wrote-off a pro-rata portion of the unamortized debt issuance costs associated with the Term Loan, resulting in $4.2 million of expense included within Other operating expenses in the Condensed Consolidated Statements of Income.

After the paydown of a portion of the Term Loan, the Company, amended the credit agreement (the “Restated Credit Agreement”) related to the remaining $450.0 million balance of the Term Loan (the “Restated Term Loan”) and added a $50.0 million revolving credit facility (“Revolving Credit Facility”). The Restated Credit Agreement amends and restates the Credit Agreement governing the Company’s Term Loan, including reducing the rate of interest to SOFR plus a spread of 200 basis points. Following the first full fiscal quarter ending after the closing date, the applicable interest margin of the Restated Term Loan will be subject to a 25 basis points step down if the Company’s total leverage ratio is equal to or less than 2.00 to 1.00. At any time, the Company may also elect to request the establishment of one or more incremental term loan facilities and/or one or more incremental revolving credit facilities (any such additional loan, an “Incremental Loan”) in an aggregate principal amount for all such Incremental Loans not to exceed the sum of (i) the greater of $325 million and 100% of Consolidated Adjusted EBITDA (as defined in the Restated Credit Agreement) as of the most recent test period under the Restated Credit Agreement ending on or immediately prior to such date plus (ii) the maximum amount of secured indebtedness that could be incurred at such time that would not cause the Consolidated Net Secured Leverage Ratio (as defined in the Restated Credit Agreement) to exceed 3.00 to 1.00, subject to certain conditions and receipt of commitments by existing or additional lenders.

The Company is required to repay the aggregate outstanding principal amount of the Restated Term Loan in consecutive quarterly installments equal to 0.25% of the aggregate principal amount of the loan (subject to certain adjustments for prepayments of the loan) on the last business day of each of March, June, September and December, commencing on June 30, 2025. The final principal installment of the Restated Term Loan is required to be paid in full on March 14, 2032 (or, if earlier, the date of acceleration of the loan pursuant to the terms of the Restated Credit Agreement) and will be in an amount equal to the aggregate outstanding principal of the Restated Term Loan on such date

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(together with all accrued interest thereon). The final outstanding principal amount of the Revolving Credit Loans (as defined in the Restated Credit Agreement) is required to be paid in full on March 14, 2028, together with all accrued but unpaid interest thereon (or, if earlier, the date of acceleration of the Revolving Credit Loans pursuant to the terms of the Restated Credit Agreement).


(in thousands, unless otherwise specified)	March 31, 2025		December 31, 2024		Interest rate and repayments
Term Loan Note Payable
Unpaid principal balance	$	450,000	$	778,481	Quarterly principal payments of $2.0 million in 2024 and $1.1 million in 2025.
Unamortized debt discount		(3,022)		(3,484)
Unamortized debt issuance costs		(9,802)		(6,953)
Carrying balance	$	437,176	$	768,044

Senior Notes
Unpaid principal balance	$	400,000	$	—	No recurring principal payments. Interest rate swapped to SOFR + 257 basis points.
Fair value adjustment (NOTE 8)		(3,923)		—
Unamortized debt issuance costs		(7,697)		—
Carrying balance	$	388,380	$	—

Notes Payable	$	825,556	$	768,044

The warehouse facilities and notes payable are subject to various financial covenants. The Company is in compliance with all of these financial covenants as of March 31, 2025.

NOTE 7—GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The Company’s reportable segments are Capital Markets (“CM”), Servicing & Asset Management (“SAM”), and Corporate. A summary of the Company’s goodwill by reportable segments as of and for the three months ended March 31, 2025 and 2024 follows:


	As of and for the three months ended
	March 31,
(in thousands)	2025						2024
Roll Forward of Gross Goodwill	CM		SAM		Consolidated⁽¹⁾		CM		SAM		Consolidated⁽¹⁾
Beginning balance	$	524,189		439,521	$	963,710	$	524,189	$	439,521	$	963,710
Additions from acquisitions		—		—		—		—		—		—
Ending gross goodwill balance	$	524,189	$	439,521	$	963,710	$	524,189	$	439,521	$	963,710

Roll Forward of Accumulated Goodwill Impairment
Beginning balance	$	95,000		—	$	95,000	$	62,000	$	—	$	62,000
Impairment		—		—		—		—		—		—
Ending accumulated goodwill impairment	$	95,000	$	—	$	95,000	$	62,000	$	—	$	62,000

Goodwill	$	429,189	$	439,521	$	868,710	$	462,189	$	439,521	$	901,710

(1)As of March 31, 2025 and 2024 and December 31, 2024 and 2023, no goodwill was allocated to the Corporate reportable segment.

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Other Intangible Assets

Activity related to other intangible assets for the three months ended March 31, 2025 and 2024 follows:


	As and for the three months ended
	March 31,
Roll Forward of Other Intangible Assets (in thousands)	2025		2024
Beginning balance	$	156,893	$	181,975
Amortization		(3,754)		(3,754)
Ending balance	$	153,139	$	178,221

The following table summarizes the gross value, accumulated amortization, and net carrying value of the Company’s other intangible assets as of March 31, 2025 and December 31, 2024:


Components of Other Intangible Assets (in thousands)	March 31, 2025		December 31, 2024
Gross value	$	208,782	$	210,616
Accumulated amortization		(55,643)		(53,723)
Net carrying value	$	153,139	$	156,893

The expected amortization of other intangible assets shown in the Condensed Consolidated Balance Sheet as of March 31, 2025 is shown in the table below. Actual amortization may vary from these estimates.




(in thousands)	Expected
Nine Months Ending December 31,	Amortization
2025	$	11,262
Year Ending December 31,
2026	$	15,016
2027		15,016
2028		15,016
2029		14,952
2030		14,946
Thereafter		66,931
Total	$	153,139

Contingent Consideration Liabilities

A summary of the Company’s contingent consideration liabilities, which are included in Other liabilities in the Condensed Consolidated Balance Sheets, as of and for the three months ended March 31, 2025 and 2024 follows:


	As of and for the three months ended
	March 31,
Roll Forward of Contingent Consideration Liabilities (in thousands)	2025		2024
Beginning balance	$	30,537	$	113,546
Accretion		40		512
Payments		(1,500)		(13,819)
Ending balance	$	29,077	$	100,239

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

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in the third quarter of 2027. In each case, the Company estimated the initial fair value of the contingent consideration using a Monte Carlo simulation.

NOTE 8—FAIR VALUE MEASUREMENTS

The Company uses valuation techniques that are consistent with the market approach, the income approach, and/or the cost approach to measure assets and liabilities that are measured at fair value. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, accounting standards establish a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

●

Level 1—Financial assets and liabilities whose values are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

●

Level 2—Financial assets and liabilities whose values are based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

●

Level 3—Financial assets and liabilities whose values are based on inputs that are both unobservable and significant to the overall valuation.

The Company's MSRs are measured at fair value at inception, and thereafter on a nonrecurring basis and are carried at the lower of amortized costs or fair value. That is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value measurement when there is evidence of impairment and for disclosure purposes (NOTE 3). The Company's MSRs do not trade in an active, open market with readily observable prices. While sales of multifamily MSRs do occur on occasion, precise terms and conditions vary with each transaction and are not readily available. Accordingly, the estimated fair value of the Company’s MSRs was developed using discounted cash flow models that calculate the present value of estimated future net servicing income. The model considers contractually specified servicing fees, prepayment assumptions, estimated placement fee revenue from escrow deposits, and other economic factors. The Company periodically reassesses and adjusts, when necessary, the underlying inputs and assumptions used in the model to reflect observable market conditions and assumptions that a market participant would consider in valuing MSR assets.

Undesignated Derivatives

Loan commitments that meet the definition of a derivative are recorded at fair value on the Condensed Consolidated Balance Sheets upon the executions of the commitments to originate a loan with a borrower and to sell the loan to an investor, with a corresponding amount recognized as revenue on the Condensed Consolidated Statements of Income. The estimated fair value of loan commitments includes (i) the fair value of loan origination fees and premiums on the anticipated sale of the loan, net of co-broker fees (included in derivative assets, a component of Other Assets, on the Condensed Consolidated Balance Sheets and as a component of Loan origination and debt brokerage fees, net in the Condensed Consolidated Statements of Income), (ii) the fair value of the expected net cash flows associated with the servicing of the loan, net of any estimated net future cash flows associated with the guarantee obligation (included in derivative assets, a component of Other Assets, on the Condensed Consolidated Balance Sheets and in Fair value of expected net cash flows from servicing, net in the Condensed Consolidated Statements of Income), and (iii) the effects of interest rate movements between the trade date and balance sheet date. Loan commitments are generally derivative assets but can become derivative liabilities if the effects of the interest rate movement between the trade date and the balance sheet date are greater than the combination of (i) and (ii) above. Forward sale commitments that meet the definition of a derivative are recorded as either derivative assets or derivative liabilities depending on the effects of the interest rate movements between the trade date and the balance sheet date. Adjustments to the fair value are reflected as a component of income within Loan origination and debt brokerage fees, net in the Condensed Consolidated Statements of Income. All loan and forward sale commitments described above are undesignated derivatives.

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Designated Derivatives

In connection with the issuance of the Senior Notes during the first quarter of 2025, as more fully described in NOTE 6, the Company entered into a standard swap agreement to hedge the exposure to changes in fair value of the Senior Notes related to interest rates. The swap converts the fixed interest payments required by the Senior Notes to a variable interest rate based on SOFR (i.e.. the Company pays variable and receives fixed payments). The Senior Notes are the only fixed-rate debt the Company has outstanding, and as a result of the swap, all of the Company’s corporate debt is tied to variable rates.

The Company has designated this hedging relationship as a fair value hedge, with the entire balance of the Senior Notes as the hedged item and the swap as the hedging instrument. As the terms of the swap mirror the terms of the Senior Notes, the Company is permitted to assume no ineffectiveness in the hedging relationship. The fair value adjustment to the Senior Notes is the offset of the fair value of the interest rate swap, with no net impact to the Condensed Consolidated Statements of Income. The initial fair value of the swap was zero. The swap agreement does not require the Company to post any collateral.

The gain or loss on the hedging instrument (the interest rate swap) and the offsetting loss or gain on the hedged item (the fixed-rate debt) attributable to the hedged risk are recognized in the same line item associated with the hedged item in current earnings, which is Interest expense on corporate debt in the Condensed Consolidated Statements of Income. The swap agreement allows for a net cash settlement of the interest expense corresponding with the interest payment dates on the Senior Notes. The swap derivative is recognized as a derivative asset or derivative liability as a component of Other assets or Other liabilities, respectively, on the Condensed Consolidated Balance Sheets, depending on the swap’s variable interest rate in relation to the fixed rate of the Senior Notes. The related fair value adjustment to the Senior Notes is recognized as an adjustment in Notes payable on the Condensed Consolidated Balance Sheets.

A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

●

Derivative Instruments—Undesignated Derivatives—These derivative positions primarily consist of interest rate lock commitments and forward sale agreements to the Agencies related to the Company’s mortgage banking activities. The fair value of these instruments is estimated using a discounted cash flow model developed based on changes in the U.S. Treasury rate and other observable market data. The value was determined after considering the potential impact of collateralization, adjusted to reflect the nonperformance risk of both the counterparty and the Company, and is classified within Level 2 of the valuation hierarchy.

●

Derivative Instruments—Designated Derivatives and Hedged Item—The Company determines the fair value of the interest rate swap and hedged item using observable market data to determine the expected net cash flows of the receive-fix and pay-variable legs and is classified as Level 2 of the valuation hierarchy.

●

Loans Held for Sale—All loans held for sale presented in the Condensed Consolidated Balance Sheets are reported at fair value. The Company determines the fair value of the loans held for sale using discounted cash flow models that incorporate quoted observable inputs from market participants, such as changes in the U.S. Treasury rate. Therefore, the Company classifies these loans held for sale as Level 2.

●

Pledged Securities—Investments in money market funds are valued using quoted market prices from recent trades. Therefore, the Company classifies this portion of pledged securities as Level 1. The Company determines the fair value of its AFS Agency mortgage-backed securities (“Agency MBS”) using third-party estimates of fair value. Consequently, the Company classifies this portion of pledged securities as Level 2. Additional details on pledged securities are included in NOTE 9.

●

Contingent Consideration Liabilities—Contingent consideration liabilities from acquisitions are initially recognized at fair value at acquisition and subsequently remeasured using a Monte Carlo simulation that uses updated management forecasts and current valuation assumptions and discount rates. The Company determines the fair value of each contingent consideration liability based on a probability of achievement, which incorporates management estimates. As a result, the Company classifies these liabilities as Level 3. Additional details on Contingent consideration liabilities are included in NOTE 7.

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The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024, segregated by the level of the valuation inputs within the fair value hierarchy used to measure fair value:


							Balance as of
(in thousands)	Level 1		Level 2		Level 3		Period End
March 31, 2025
Assets
Loans held for sale	$	—	$	946,372	$	—	$	946,372
Pledged securities		16,195		198,179		—		214,374
Derivative assets		—		26,714		—		26,714
Total	$	16,195	$	1,171,265	$	—	$	1,187,460

Liabilities
Derivative liabilities	$	—	$	15,079	$	—	$	15,079
Notes payable - Senior Notes		—		396,077		—		396,077
Contingent consideration liabilities⁽¹⁾		—		—		29,077		29,077
Total	$	—	$	411,156	$	29,077	$	440,233

December 31, 2024
Assets
Loans held for sale	$	—	$	780,749	$	—	$	780,749
Pledged securities		23,472		183,432		—		206,904
Derivative assets		—		30,175		—		30,175
Total	$	23,472	$	994,356	$	—	$	1,017,828

Liabilities
Derivative liabilities	$	—	$	915	$	—	$	915
Contingent consideration liabilities⁽¹⁾		—		—		30,537		30,537
Total	$	—	$	915	$	30,537	$	31,452

(1)

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

There were no transfers between any of the levels within the fair value hierarchy during the three months ended March 31, 2025 or 2024.

Undesignated derivative instruments related to the Company’s mortgage banking activities (Level 2) are outstanding for short periods of time (generally less than 60 days). Designated derivatives related to interest rate swaps are outstanding for the length of the hedged item, which currently matures on April 1, 2033. A roll forward of derivative instruments is presented below for the three months ended March 31, 2025 and 2024:


	For the three months ended
	March 31,
Derivative Assets and Liabilities, net (in thousands)	2025		2024
Beginning balance	$	29,260	$	3,204
Settlements		(91,817)		(54,045)
Realized gains (losses) recorded in earnings⁽¹⁾		62,557		50,841
Unrealized gains (losses) recorded in earnings⁽¹⁾⁽²⁾		11,635		13,797
Ending balance	$	11,635	$	13,797

(1)

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

(2)

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

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The following table presents information about significant unobservable inputs used in the recurring measurement of the fair value of the Company’s Level 3 assets and liabilities as of March 31, 2025:


	Quantitative Information about Level 3 Fair Value Measurements
(in thousands)	Fair Value		Valuation Technique	Unobservable Input⁽¹⁾	Input Range ⁽¹⁾	Weighted Average ⁽²⁾
Contingent consideration liabilities	$	29,077	Monte Carlo Simulation	Probability of earnout achievement	0% - 100%	11%

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

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

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


		March 31, 2025				December 31, 2024
		Carrying		Fair		Carrying		Fair
(in thousands)	Level	Amount		Value		Amount		Value
Financial Assets:
Cash and cash equivalents	Level 1	$	180,971	$	180,971	$	279,270	$	279,270
Restricted cash	Level 1		32,268		32,268		25,156		25,156
Pledged securities	Level 1 & 2		214,374		214,374		206,904		206,904
Loans held for sale	Level 2		946,372		946,372		780,749		780,749
Loans held for investment, net⁽¹⁾	Level 3		32,866		32,866		32,866		32,866
Derivative assets⁽¹⁾	Level 2		26,714		26,714		30,175		30,175
Total financial assets		$	1,433,565	$	1,433,565	$	1,355,120	$	1,355,120

Financial Liabilities:
Derivative liabilities⁽²⁾	Level 2	$	15,079	$	15,079	$	915	$	915
Contingent consideration liabilities⁽²⁾	Level 3		29,077		29,077		30,537		30,537
Secured borrowings⁽²⁾ (NOTE 2)	Level 2		46,070		46,070		59,441		59,441
Warehouse notes payable	Level 2		931,002		931,098		781,706		781,972
Notes payable	Level 2		825,556		846,077		768,044		778,481
Total financial liabilities		$	1,846,784	$	1,867,401	$	1,640,643	$	1,651,346

(1)

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

(2)

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

The following methods and assumptions were used for recurring fair value measurements as of March 31, 2025 and December 31, 2024.

Cash and Cash Equivalents and Restricted Cash—The carrying amounts approximate fair value because of the short maturity of these instruments.

Pledged Securities—Consist of cash, highly liquid investments in money market accounts invested in government securities, and investments in Agency debt securities. The investments of the money market funds typically have maturities of 90 days or less and are valued using quoted market prices from recent trades. The fair value of the Agency debt securities incorporates the third-party broker estimates of fair value.

Loans Held for Sale—Consist of originated loans that are generally transferred or sold within 60 days from the date that a mortgage loan is funded and are valued using discounted cash flow models that incorporate observable prices from market participants.

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Contingent Consideration Liabilities—Consist of the estimated fair values of expected future earnout payments related to acquisitions completed primarily in 2021 and 2022. The earn-out liabilities are valued using a Monte Carlo simulation analysis. The fair value of the contingent consideration liabilities incorporates unobservable inputs, such as the probability of earnout achievement, volatility rates, and discount rate to determine the expected earn-out cash flows. The probability of the earn-out achievement is based on management’s estimate of the expected future performance and other financial metrics of each of the acquired entities, which are subject to significant uncertainty.

Undesignated Derivative Instruments—Consist primarily of interest rate lock commitments and forward sale agreements. These instruments are valued using discounted cash flow models developed based on changes in the U.S. Treasury rate and other observable market data. The value is determined after considering the potential impact of collateralization.

Designated Derivative Instruments—Includes an interest rate swap that hedges the change in fair value associated with the fixed interest rate on the Senior Notes. This derivative is valued using observable market data to determine future cash flows.

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

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

Both the rate lock commitments to borrowers and the forward sale contracts to buyers are undesignated derivatives and, accordingly, are marked to fair value through Loan origination and debt brokerage fees, net in the Condensed Consolidated Statements of Income. The fair value of the Company's rate lock commitments to borrowers and loans held for sale and the related input levels includes, as applicable:

●

the estimated gain of the expected loan sale to the investor;

●

the expected net cash flows associated with servicing the loan, net of any guaranty obligations retained;

●

the effects of interest rate movements between the date of the rate lock and the balance sheet date; and

●

the nonperformance risk of both the counterparty and the Company.

The estimated gain considers the origination fees the Company expects to collect upon loan closing (derivative instruments only) and premiums the Company expects to receive upon sale of the loan. The fair value of the expected net cash flows associated with servicing the loan is calculated pursuant to the valuation techniques applicable to the fair value of future servicing, net at loan sale.

To calculate the effects of interest rate movements, the Company uses applicable published U.S. Treasury prices and multiplies the price movement between the rate lock date and the balance sheet date by the notional loan commitment amount.

The fair value of the Company's forward sales contracts to investors considers the effects of interest rate movements between the trade date and the balance sheet date. The market price changes are multiplied by the notional amount of the forward sales contracts to measure the fair value.

The fair value of the Company’s interest rate lock commitments and forward sales contracts is adjusted to reflect the risk that the agreement will not be fulfilled. The Company’s exposure to nonperformance in interest rate lock commitments and forward sale contracts is represented by the contractual amount of those instruments. Given the credit quality of the Company’s counterparties and the short duration of interest rate lock commitments and forward sale contracts, the risk of nonperformance by the Company’s counterparties has historically been minimal.

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The following table presents the components of fair value and other relevant information associated with the Company’s derivative instruments and loans held for sale as of March 31, 2025 and December 31, 2024:


			Fair Value Adjustment Components						Balance Sheet Location
	Notional or		Estimated				Total
	Principal		Gain		Interest Rate		Fair Value		Derivative		Derivative		Fair Value
(in thousands)	Amount		on Sale		Movement		Adjustment		Assets⁽¹⁾		Liabilities⁽²⁾		Adjustment
March 31, 2025
Undesignated derivatives
Rate lock commitments	$	656,776	$	21,200	$	3,896	$	25,096	$	25,096	$	—	$	—
Forward sale contracts		1,593,147		—		(9,538)		(9,538)		1,618		(11,156)		—
Loans held for sale⁽³⁾		936,371		4,359		5,642		10,001		—		—		10,001
Total undesignated derivatives			$	25,559	$	—	$	25,559	$	26,714	$	(11,156)	$	10,001
Designated derivatives
Interest rate swap		400,000		—		(3,923)		(3,923)		—		(3,923)		—
Senior Notes⁽⁴⁾		400,000		—		3,923		3,923		—		—		3,923
Total designated derivatives			$	—	$	—	$	—	$	—	$	(3,923)	$	3,923
Total			$	25,559	$	—	$	25,559	$	26,714	$	(15,079)	$	13,924

December 31, 2024
Rate lock commitments	$	472,905	$	19,968	$	(5,338)	$	14,630	$	14,930	$	(300)	$	—
Forward sale contracts		1,258,323		—		14,630		14,630		15,245		(615)		—
Loans held for sale		785,418		4,623		(9,292)		(4,669)		—		—		(4,669)
Total			$	24,591	$	—	$	24,591	$	30,175	$	(915)	$	(4,669)

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

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

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

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

NOTE 9—FANNIE MAE COMMITMENTS AND PLEDGED SECURITIES

Fannie Mae DUS Related Commitments—Commitments for the origination and subsequent sale and delivery of loans to Fannie Mae represent those mortgage loan transactions where the borrower has locked an interest rate and scheduled closing, and the Company has entered into a mandatory delivery commitment to sell the loan to Fannie Mae. As discussed in NOTE 8, the Company accounts for these commitments as derivatives recorded at fair value.

The Company is generally required to share the risk of any losses associated with loans sold under the Fannie Mae DUS program. The Company is required to secure these obligations by assigning restricted cash balances and securities to Fannie Mae, which are classified as Pledged securities, at fair value on the Condensed Consolidated Balance Sheets. The amount of collateral required by Fannie Mae is a formulaic calculation at the loan level and considers the balance of the loan, the risk level of the loan, the age of the loan, and the level of risk-sharing. Fannie Mae requires restricted liquidity for Tier 2 loans of 75 basis points, which is funded over a 48-month period that begins upon delivery of the loan to Fannie Mae. Pledged securities held in the form of money market funds holding U.S. Treasuries are discounted 5%, and Agency MBS are discounted 4% for purposes of calculating compliance with the restricted liquidity requirements. As seen below, the Company held the majority of its pledged securities in Agency MBS as of March 31, 2025. The majority of the loans for which the Company has risk sharing are Tier 2 loans.

The Company is in compliance with the March 31, 2025 collateral requirements as outlined above. As of March 31, 2025, reserve requirements for the DUS loan portfolio will require the Company to fund $78.3 million in additional restricted liquidity over the next 48 months, assuming no further principal paydowns, prepayments, or defaults within the at-risk portfolio. Fannie Mae has reassessed the DUS Capital Standards in the past and may make changes to these standards in the future. The Company generates sufficient cash flow from its operations to meet these capital standards and does not expect any future changes to have a material impact on its future operations; however, any future increases to collateral requirements may adversely impact the Company’s available cash.

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Fannie Mae has established benchmark standards for capital adequacy and reserves the right to terminate the Company's servicing authority for all or some of the portfolio if, at any time, it determines that the Company's financial condition is not adequate to support its obligations under the DUS agreement. The Company is required to maintain acceptable net worth, as defined in the agreement, and the Company satisfied the requirements as of March 31, 2025. The net worth requirement is derived primarily from unpaid principal balances on Fannie Mae loans and the level of risk sharing. As of March 31, 2025, the net worth requirement was $334.5 million, and the Company's net worth, as defined in the requirements, was $977.5 million, as measured at the Company’s wholly owned operating subsidiary, Walker & Dunlop, LLC. As of March 31, 2025, the Company was required to maintain at least $66.5 million of liquid assets to meet operational liquidity requirements for Fannie Mae, Freddie Mac, HUD, and Ginnie Mae, and the Company had operational liquidity, as defined in the requirements, of $157.1 million as of March 31, 2025, as measured at the Company’s wholly owned operating subsidiary, Walker & Dunlop, LLC.

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


	March 31,				December 31,
Pledged Securities (in thousands)	2025		2024		2024		2023
Restricted cash	$	1,155	$	2,602	$	3,015	$	2,727
Money market funds		15,040		40,392		20,457		38,556
Total pledged cash and cash equivalents	$	16,195	$	42,994	$	23,472	$	41,283
Agency MBS		198,179		147,685		183,432		142,798
Total pledged securities, at fair value	$	214,374	$	190,679	$	206,904	$	184,081

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

The Company’s investments included within Pledged securities, at fair value consist primarily of money market funds and Agency debt securities. The investments in Agency debt securities consist of multifamily Agency MBS and are all accounted for as AFS securities. A detailed discussion of the Company’s accounting policies regarding the allowance for credit losses for AFS securities is included in NOTE 2 of the Company’s 2024 Form 10-K. The following table provides additional information related to the Agency MBS as of March 31, 2025 and December 31, 2024:


Fair Value and Amortized Cost of Agency MBS (in thousands)	March 31, 2025		December 31, 2024
Fair value	$	198,179	$	183,432
Amortized cost		196,794		182,912
Total gains for securities with net gains in AOCI		2,457		1,650
Total losses for securities with net losses in AOCI		(1,072)		(1,130)
Fair value of securities with unrealized losses		132,626		136,976

Pledged securities with a fair value of $76.3 million, an amortized cost of $77.4 million, and a net unrealized loss of $1.1 million have been in a continuous unrealized loss position for more than 12 months. All securities that have been in a continuous loss position are Agency debt securities that carry a guarantee of the contractual payments.

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


	March 31, 2025
Detail of Agency MBS Maturities (in thousands)	Fair Value		Amortized Cost
Within one year	$	—	$	—
After one year through five years		87,539		87,564
After five years through ten years		94,234		93,287
After ten years		16,406		15,943
Total	$	198,179	$	196,794

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NOTE 10—EARNINGS PER SHARE AND STOCKHOLDERS’ EQUITY

Earnings per share (“EPS”) is calculated under the two-class method. The two-class method allocates all earnings (distributed and undistributed) to each class of common stock and participating securities based on their respective rights to receive dividends. The Company grants share-based awards to various employees and nonemployee directors under the Company’s 2024 Equity Incentive Plan, that was approved by stockholders on May 2, 2024 and constitutes an amendment and restatement of the Company’s 2020 Equity Incentive Plan, which entitle recipients to receive nonforfeitable dividends during the vesting period on a basis equivalent to the dividends paid to holders of common stock. These unvested awards meet the definition of participating securities.

The following table presents the calculation of basic and diluted EPS for the three months ended March 31, 2025 and 2024 under the two-class method. Participating securities were included in the calculation of diluted EPS using the two-class method, as this computation was more dilutive than the treasury-stock method.


	For the three months ended March 31,
EPS Calculations (in thousands, except per share amounts)	2025		2024
Calculation of basic EPS
Walker & Dunlop net income	$	2,754	$	11,866
Less: dividends and undistributed earnings allocated to participating securities		95		290
Net income applicable to common stockholders	$	2,659	$	11,576
Weighted-average basic shares outstanding		33,264		32,978
Basic EPS	$	0.08	$	0.35

Calculation of diluted EPS
Net income applicable to common stockholders	$	2,659	$	11,576
Add: reallocation of dividends and undistributed earnings based on assumed conversion		—		(1)
Net income allocated to common stockholders	$	2,659	$	11,575
Weighted-average basic shares outstanding		33,264		32,978
Add: weighted-average diluted non-participating securities		32		70
Weighted-average diluted shares outstanding		33,296		33,048
Diluted EPS	$	0.08	$	0.35

The assumed proceeds used for calculating the dilutive impact of restricted stock awards under the treasury-stock method includes the unrecognized compensation costs associated with the awards. For the three months ended March 31, 2025, 259 thousand average restricted shares were excluded from the computation of diluted EPS under the treasury-stock method. For the three months ended March 31, 2024, 181 thousand average restricted shares were excluded from the computation. These average restricted shares were excluded from the computation of diluted EPS under the treasury method because the effect would have been anti-dilutive (the exercise price of the options, or the grant date market price of the restricted shares was greater than the average market price of the Company’s shares of common stock during the periods presented).

In February 2025, the Company’s Board of Directors approved a stock repurchase program that permits the repurchase of up to $75.0 million of the Company’s common stock over a 12-month period beginning on February 21, 2025 (the “2025 Stock Repurchase Program”). During the first three months of 2025, the Company did not repurchase any shares of its common stock under the 2025 Stock Repurchase Program. As of March 31, 2025, the Company had $75.0 million of authorized share repurchase capacity remaining under the 2025 Stock Repurchase Program.

During the first quarter of 2025, the Company paid a dividend of $0.67 per share. On April 30, 2025, the Company’s Board of Directors declared a dividend of $0.67 per share for the second quarter of 2025. The dividend will be paid on May 29, 2025 to all holders of record of the Company’s restricted and unrestricted common stock as of May 15, 2025.

The Company awarded $6.1 million and $4.4 million of stock to settle compensation liabilities, a non-cash transaction, for the three months ended March 31, 2025 and 2024, respectively.

The Company’s Restated Credit Agreement and Senior Notes Indenture contain direct restrictions on the amount of dividends the Company may pay, and the warehouse debt facilities and agreements with the Agencies contain minimum equity, liquidity, and other capital

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requirements that indirectly restrict the amount of dividends the Company may pay. The Company does not believe that these restrictions currently limit the amount of dividends the Company can pay for the foreseeable future.

NOTE 11—SEGMENTS

The Company’s executive leadership team, which functions as the Company’s chief operating decision making body (“CODM”), makes decisions and assesses performance based on the financial measures disclosed below for each of the following three reportable segments. The reportable segments are determined based on the product or service provided and reflect the manner in which management is currently evaluating the Company’s financial information.

(i)

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

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

(ii)

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

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

(iii)

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

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The following tables provide a summary and reconciliation of each segment’s results and balances as of and for the three months ended March 31, 2025 and 2024.


Segment Results and Total Assets (in thousands, except per share data and ratios)	As of and for the three months ended March 31, 2025
Revenues		CM			SAM			Corporate			Consolidated
Loan origination and debt brokerage fees, net	$	45,297		$	1,084		$	—		$	46,381
Fair value of expected net cash flows from servicing, net		27,811			—			—			27,811
Servicing fees		—			82,221			—			82,221
Property sales broker fees		13,521			—			—			13,521
Investment management fees		—			9,682			—			9,682
Net warehouse interest income (expense)		(786)			—			—			(786)
Placement fees and other interest income		—			29,622			3,589			33,211
Other revenues		16,727			9,294			(695)			25,326
Total revenues	$	102,570		$	131,903		$	2,894		$	237,367

Expenses
Personnel⁽¹⁾	$	86,466		$	19,546		$	15,378		$	121,390
Amortization and depreciation		1,141			54,498			1,982			57,621
Provision (benefit) for credit losses		—			3,712			—			3,712
Interest expense on corporate debt		4,187			9,931			1,396			15,514
Other operating expenses		6,235			7,468			20,183			33,886
Total expenses	$	98,029		$	95,155		$	38,939		$	232,123
Income (loss) from operations	$	4,541		$	36,748		$	(36,045)		$	5,244
Income tax expense (benefit)		2,181			17,651			(17,313)			2,519
Net income (loss) before noncontrolling interests	$	2,360		$	19,097		$	(18,732)		$	2,725
Less: net income (loss) from noncontrolling interests		—			(29)			—			(29)
Walker & Dunlop net income (loss)	$	2,360		$	19,126		$	(18,732)		$	2,754

Total assets	$	1,582,827		$	2,480,822		$	448,229		$	4,511,878
Diluted EPS	$	0.07		$	0.55		$	(0.54)		$	0.08
Operating margin		4	%		28	%		(1,246)	%		2	%

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Segment Results and Total Assets (in thousands, except per share data and ratios)	As of and for the three months ended March 31, 2024
Revenues		CM			SAM			Corporate			Consolidated
Loan origination and debt brokerage fees, net	$	43,700		$	40		$	—		$	43,740
Fair value of expected net cash flows from servicing, net		20,898			—			—			20,898
Servicing fees		—			80,043			—			80,043
Property sales broker fees		8,821			—			—			8,821
Investment management fees		—			13,520			—			13,520
Net warehouse interest income (expense)		(1,574)			458			—			(1,116)
Placement fees and other interest income		—			35,603			3,799			39,402
Other revenues		10,052			11,571			1,128			22,751
Total revenues	$	81,897		$	141,235		$	4,927		$	228,059

Expenses
Personnel⁽¹⁾	$	79,187		$	18,055		$	14,221		$	111,463
Amortization and depreciation		1,137			53,071			1,683			55,891
Provision (benefit) for credit losses		—			524			—			524
Interest expense on corporate debt		4,851			11,191			1,617			17,659
Other operating expenses		5,052			5,123			18,668			28,843
Total expenses	$	90,227		$	87,964		$	36,189		$	214,380
Income (loss) from operations	$	(8,330)		$	53,271		$	(31,262)		$	13,679
Income tax expense (benefit)		(1,744)			11,153			(6,545)			2,864
Net income (loss) before noncontrolling interests	$	(6,586)		$	42,118		$	(24,717)		$	10,815
Less: net income (loss) from noncontrolling interests		114			(1,165)			—			(1,051)
Walker & Dunlop net income (loss)	$	(6,700)		$	43,283		$	(24,717)		$	11,866

Total assets	$	1,155,060		$	2,270,266		$	400,586		$	3,825,912
Diluted EPS	$	(0.20)		$	1.28		$	(0.73)		$	0.35
Operating margin		(10)	%		38	%		(635)	%		6	%

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

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NOTE 12—VARIABLE INTEREST ENTITIES

The Company provides alternative investment management services through the syndication of tax credit funds and development of affordable housing projects. To facilitate the syndication and development of affordable housing projects, the Company is involved with the acquisition and/or formation of limited partnerships and joint ventures with investors, property developers, and property managers that are variable interest entities (“VIEs”). The Company’s continuing involvement in the VIEs usually includes either serving as the manager of the VIE or as a majority investor in the VIE with a property developer or manager serving as the manager of the VIE.

A detailed discussion of the Company’s accounting policies regarding the consolidation of VIEs and significant transactions involving VIEs is included in NOTE 2 and NOTE 17 of the 2024 Form 10-K.

As of March 31, 2025 and December 31, 2024, the assets and liabilities of the consolidated tax credit funds were insignificant. The table below presents the assets and liabilities of the Company’s consolidated joint venture development VIEs included in the Condensed Consolidated Balance Sheets:


Consolidated VIEs (in thousands)		March 31, 2025		December 31, 2024
Assets:
Cash and cash equivalents	$	460	$	863
Restricted cash		3,968		3,939
Receivables, net		26,402		26,570
Other Assets		45,235		44,892
Total assets of consolidated VIEs	$	76,065	$	76,264

Liabilities:
Other liabilities	$	56,866	$	55,527
Total liabilities of consolidated VIEs	$	56,866	$	55,527

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


Nonconsolidated VIEs (in thousands)		March 31, 2025		December 31, 2024
Assets
Committed investments in tax credit equity	$	337,510	$	313,230
Other assets: Equity-method investments		52,713		50,592
Total interests in nonconsolidated VIEs	$	390,223	$	363,822

Liabilities
Commitments to fund investments in tax credit equity	$	295,052	$	274,975
Total commitments to fund nonconsolidated VIEs	$	295,052	$	274,975

Maximum exposure to losses⁽¹⁾⁽²⁾	$	390,223	$	363,822

(1)

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

(2)

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

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

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

Forward-Looking Statements

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

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

●

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

●

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

●

our growth strategy;

●

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

●

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

●

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

●

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

●

degree and nature of our competition;

●

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

●

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

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

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

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

While forward-looking statements reflect our good-faith projections, assumptions, and expectations, they are not guarantees of future results. Furthermore, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by applicable law. For a further discussion of these and other factors that could cause future results to differ materially from those expressed or contemplated in any forward-looking statements, see “Risk Factors.”

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Business

Overview

We are a leading commercial real estate (i) services, (ii) finance, and (iii) technology company in the United States. Through investments in people, brand, and technology, we have built a diversified suite of commercial real estate services to meet the needs of our customers. Our services include (i) multifamily lending, property sales, appraisal, valuation, and research, (ii) commercial real estate debt brokerage and advisory services, (iii) investment management, and (iv) affordable housing lending, property sales, tax credit syndication, development, and investment. We leverage our technological resources and investments to (i) provide an enhanced experience for our customers, (ii) identify refinancing and other financial and investment opportunities for new and existing customers, and (iii) drive efficiencies in our internal processes. We believe our people, brand, and technology provide us with a competitive advantage, as evidenced by 66% of refinancing volumes coming from new loans to us and 21% of total transaction volumes coming from new customers for the three months ended March 31, 2025.

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

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

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

Segments

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

Capital Markets (“CM”)

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

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Agency Lending

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

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

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

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

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

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

Debt Brokerage

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

Private Client (Small Balance) Lending

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

Property Sales

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

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

Housing Market Research and Real Estate Investment Banking Services

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

Appraisal and Valuation Services

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

Servicing & Asset Management (“SAM”)

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

Loan Servicing

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

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We have risk-sharing obligations on substantially all loans we originate under the Fannie Mae DUS program. When a Fannie Mae DUS loan is subject to full risk-sharing, we absorb losses on the first 5% of the unpaid principal balance of a loan at the time of loss settlement, and above 5% we share a percentage of the loss with Fannie Mae, with our maximum loss capped at 20% of the original unpaid principal balance of the loan (subject to doubling or tripling if the loan does not meet specific underwriting criteria or if the loan defaults within 12 months of its sale to Fannie Mae). Our full risk-sharing is currently limited to loans up to $300 million, which equates to a maximum loss per loan of $60 million (such exposure would occur in the event that the underlying collateral is determined to be completely without value at the time of loss). For loans in excess of $300 million, we receive modified risk-sharing. We also may request modified risk-sharing at the time of origination on loans below $300 million, which reduces our potential risk-sharing losses from the levels described above if we do not believe that we are being fully compensated for the risks of the transactions. The full risk-sharing limit in prior years was less than $300 million. Accordingly, loans originated in prior years were subject to risk-sharing at lower levels. In limited circumstances we have agreed, and may in the future agree, with Fannie Mae to increase our loss sharing to 100% of a loan’s UPB in lieu of the risk-sharing agreement described above. Our servicing fees for risk-sharing loans include compensation for the risk-sharing obligations and are substantially larger than the servicing fees we receive from Fannie Mae for loans with no risk-sharing obligations.

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

Investment Management 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. 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. AUM for the Funds, Debt Funds and separate accounts consists of both unfunded commitments and funded investments. Unfunded commitments are highest during the fundraising and investment phases. WDIP receives management fees based on both unfunded commitments and funded investments. Additionally, with respect to the Funds and Debt Funds, WDIP receives a percentage of the return above the fund return hurdle rate specified in the fund agreements. We are a co-investor in the Funds, Debt Funds and Separate Accounts, and generally limit our investments to 5% or less.

Principal Lending and Investing — Through a joint venture with an affiliate of Blackstone Mortgage Trust, Inc., we offered short-term senior secured debt financing products that provided floating-rate, interest-only loans for terms of generally up to three years to experienced borrowers seeking to acquire or reposition multifamily properties that did not qualify for permanent financing (the “Interim Program JV” or the “joint venture”). The joint venture stopped originating new loans in 2023 and began winding down its operations. We hold a 15% ownership interest in the Interim Program JV and are responsible for servicing and asset-managing the remaining loans originated by the joint venture. 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. There are three loans remaining in the joint venture as of March 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”). WDAE is one of the largest tax credit syndicators and affordable housing developers in the U.S. and provides alternative investment management services focused on the affordable housing sector through LIHTC syndication and, development of affordable housing projects through joint ventures. Our affordable housing investment management team works with our developer clients to identify properties that will generate LIHTCs and meet our affordable investors’ needs, and forms limited partnership funds (“LIHTC funds”) with third-party investors that invest in the limited partnership interests in these properties and earns a syndication fee for these services. WDAE serves as the general partner of these LIHTC funds, and it receives fees, such as asset management fees, and a portion of refinance and disposition proceeds as compensation for its work as the general partner of the fund.

We invest, as the managing or non-managing member of joint ventures, with developers of affordable housing projects that are partially funded through LIHTCs. When possible, WDAE syndicates the LIHTC investment necessary to build properties through these joint venture partnerships. The joint ventures earn developer fees, and we receive the portion of the economic benefits commensurate with our investment in the joint ventures, including cash flows from operating activities and sales/refinancing. Additionally, WDAE invests with third-party investors

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(either in a fund or joint-venture structure) with the goal of preserving affordability on multifamily properties coming out of the LIHTC 15-year compliance period or on which market forces are unlikely to keep the properties affordable.

Corporate

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

Basis of Presentation

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

Critical Accounting Estimates

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

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

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

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

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

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

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

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

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

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

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

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

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Contingent Consideration Liabilities. The Company often includes an earnout as part of the consideration paid for acquisitions to align the long-term interests of the acquiree with those of the Company. These earnouts contain milestones for achievement, which typically are revenue, revenue-like, or productivity measurements. If the milestone is achieved, the acquiree is paid the additional consideration. Upon acquisition, the Company is required to estimate the fair value of the earnout and include that fair value measurement as a component of the total consideration paid in the calculation of goodwill. The fair value of the earnout is recorded as a contingent consideration liability and included within Other liabilities on the Condensed Consolidated Balance Sheets and adjusted to the estimated fair value periodically.

The determination of the fair value of contingent consideration liabilities requires significant management judgment and unobservable inputs to (i) determine forecasts and scenarios of future revenues, net cash flows and certain other performance metrics, (ii) assign a probability of achievement for the forecasts and scenarios, and (iii) select a discount rate. A Monte Carlo simulation analysis is used to determine many iterations of potential fair values. The average of these iterations is then used to determine the estimated fair value. We typically obtain the assistance of third-party valuation specialists to assist with the fair value estimation. The probability of the earnout achievement is based on management’s estimate of the expected future performance and other financial metrics of each of the acquired entities, which are subject to significant uncertainty. Changes to the aforementioned inputs impact the estimate; for example, in 2024, we recorded a reduction of $50.3 million to the fair value of our contingent consideration liabilities based on revised management forecasts, scenarios, and other valuation inputs.

The aggregate fair value of our contingent consideration liabilities as of March 31, 2025 was $29.1 million. This fair value represents management’s best estimate of the discounted cash payments that will be made in the future for all of our contingent consideration arrangements. The maximum remaining undiscounted earnout payments as of March 31, 2025 was $255.3 million, with the vast majority of the undiscounted payments related to the GeoPhy acquisition. In 2022 and 2021, we made two large acquisitions that included significant amounts of contingent consideration to maximize alignment of the key principals and management teams. The earnouts completed prior to 2021 involved businesses that operated in our core debt financing business and involved substantially smaller amounts of contingent consideration as compared to the two aforementioned acquisitions.

Goodwill. As of both March 31, 2025 and December 31, 2024, we reported goodwill of $868.7 million. Goodwill represents the excess of cost over the identifiable net assets of businesses acquired. Goodwill is assigned to the reporting unit to which the acquisition relates. Goodwill is recognized as an asset and is reviewed for impairment annually as of October 1. Between annual impairment analyses, we perform an evaluation of recoverability, when events and circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying value. Impairment testing requires an assessment of qualitative factors to determine if there are indicators of potential impairment, followed by, if necessary, an assessment of quantitative factors. These factors include, but are not limited to, whether there has been a significant or adverse change in the business climate that could affect the value of an asset and/or significant or adverse changes in cash flow projections or earnings forecasts. These assessments require management to make judgments, assumptions, and estimates about projected cash flows, discount rates and other factors. Due to the challenging macroeconomic conditions in 2024, the projected cash flows for some of our reporting units declined, resulting in goodwill impairment in 2024 of $33.0 million that was attributed to reporting units within the Capital Markets segment. Despite volatility in the financial markets and uncertainty in overall macroeconomic conditions, macroeconomic conditions impacting the multifamily markets remain stable and our multifamily transaction volumes continue to improve. As a result of the generally healthy conditions in the multifamily markets, as of March 31, 2025, there were no indicators of goodwill impairment; however, improvements in the overall macroeconomic environment remain slow and uncertain and may indicate additional goodwill impairment as we perform our annual goodwill impairment analysis.

Overview of Current Business Environment

The change in administration in January 2025 resulted in significant change in the months following. The administration has rolled back regulations and oversight for financial institutions and the GSEs that supply significant capital to the commercial real estate (“CRE”) sector. While at the same time, the administration announced broad tariffs on April 2, 2025, that impacted a wide range of imports. The implementation of the tariffs led to immediate turmoil in the markets, with the S&P 500 falling 12% in the first week following the announcement. The initial reaction was a flight to safety, and yields on US Treasuries fell rapidly, but yields quickly retreated as the markets began to fear the impacts to inflation and global GDP growth. The tariffs were paused a week later, on April 9, 2025, but the market remains cautious and yields on the 10-year Treasury bond, have settled into a range of 4.2% to 4.5% in the weeks following April 2, 2025.

The CRE sector has experienced a challenging environment shaped by volatile interest rates that have directly impacted the cost and availability of capital over the last three years, and that impacted growth expectations and asset valuations. Macroeconomic uncertainties have also impacted overall demand for transactions. Many of those factors showed meaningful signs of improvement in the second half of 2024 and into the first quarter of 2025, indicating a recovery may be underway, but those improvements were impacted by volatility in the cost of capital,

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and broader macroeconomic concerns regarding a global trade war from the administration’s tariff policies. Each of these factors impacted the CRE transactions market differently in the first quarter of 2025.

Interest Rates & Cost of Capital. The Federal Open Market Committee’s (“FOMC”) began hiking interest rates aggressively in 2022, which materially increased the cost of capital for commercial real estate operators. Higher borrowing costs reduced leverage, pressured debt service coverage ratios, and led to valuation declines as cap rates adjusted. Beginning in September 2024, the FOMC began decreasing its target Federal Funds Rate, lowering the target rate to 4.25% to 4.50% at its December 2024 meeting. The FOMC has indicated that it will need to understand the impact of tariffs on global trade policy, inflation and economic growth before further action is taken, and markets now expect rates will remain elevated for longer, with few rate cuts expected in 2025. This should have the effect of stabilizing interest rates, albeit higher rates than many investors in commercial real estate hoped. Stability of interest rates will be a key driver of transaction volume and capital markets activity this year. There was significant volatility throughout the first quarter as a result of the administration’s policies, but rates have stabilized in the immediate aftermath of the rollout of the new tariff policies and we are seeing an acceleration in transaction activity. A pronounced pause in rate hikes by the FOMC, or additional rate cuts, could unlock demand and further improve financing conditions for commercial real estate assets.

Capital Availability & Lending Markets. The supply of capital to the CRE sector remains abundant, but many investors and borrowers of that capital remain selective while the cost of capital remains elevated. Banks, life insurance companies, conduits (CMBS), and debt funds are actively lending to the sector but are selective, with a preference for high-quality assets and well-capitalized sponsors. The GSEs, the predominant suppliers of capital to the multifamily market, deployed $120 billion of capital to the industry in 2024, up from $101 billion in 2023. Entering 2025, the GSE’s lending caps were set at a combined $146 billion, providing them a 22% increase in capacity over 2024 volumes. Both GSEs have started the year strong compared to the same quarter last year, with Fannie Mae lending volumes up 19% and Freddie Mac up 11%. The GSEs have supplied consistent capital to the multifamily sector during cyclical and countercyclical markets, and they continue to do so throughout the market disruptions experienced in the early part of 2025. As Fannie Mae’s largest partner for six consecutive years, and Freddie Mac’s fourth largest partner in 2024, their participation in the market is a significant driver of our financial performance and a sustained increase in their lending activity would enhance our business and results from operations.

Multifamily Rent Growth & Asset Values. Rent growth slowed considerably in 2024, particularly in high-supply Sun Belt markets, primarily as a result of record completions of 590,000 units last year. Yet absorption remained extremely strong, at 667,000 units, outpacing supply for the first time since 2021. Absorption of that many units made it difficult to grow rents, with Zelman, our housing research arm, reporting national rent growth of approximately 2% in 2024, a pace that was far below the aggressive rent growth seen in 2021 and 2022. According to MSCI, in December 2024, multifamily property values remained stable month-over-month but were down 4.2% compared to the previous year. Notably, multifamily prices have declined by 19.6% from their peak, but remain 11.9% above pre-COVID January 2020 levels. New construction starts have fallen dramatically, to only 213,000 in 2024, and the cost of owning a single-family home has skyrocketed as a result of the Great Tightening and a strong labor market. That sets up well for a return to rent growth and an improvement in operating fundamentals for the multifamily sector, which would improve asset values and likely increase the volume of multifamily asset sales in the coming quarters.

Other Macroeconomic Considerations. The national unemployment rate remained low at 4.2% at March 31, 2025, up slightly from 4.1% at December 31, 2024. According to RealPage, vacancies in the multifamily sector stabilized around 5.0% as of March 31, 2025, down from 5.2% in December 2024. The outcome of the administration’s trade policy is still unknown. With uncertainty around its impacts on global supply chains, cost and availability of goods and services and broader implications on global economic growth, it is difficult to predict what interest rates, cost of capital and capital availability will look like the remainder of the year. Although we saw transaction volume growth in the first quarter, and have a strong pipeline of business entering the second quarter, the outcome of this administration’s policies will impact our outlook beyond the second quarter, and it remains difficult to predict.

Despite the current headwinds, multifamily remains one of the most resilient asset classes in CRE, and the GSEs continue to supply capital to the sector. During the first quarter, we saw transaction volumes increase by 10% compared to the same quarter last year, with notable increases in Fannie Mae lending (67%) and multifamily property sales (58%). Consequently, our Capital Markets segment produced net income of $2.4 million in the first quarter of 2025, up 135% compared to the year ago quarter.

Our Servicing & Asset Management segment is not directly correlated to the transaction markets like our Capital Markets segment. This segment’s managed portfolio totaled $154.2 billion as of March 31, 2025, up 3% compared to the same quarter last year, and included our $135.6 billion loan servicing portfolio and our $18.5 billion of assets under management. Although our total managed portfolio increased, revenues for the segment declined by 7%, to $131.9 million, for the first quarter of 2025 compared to the same quarter last year, as a meaningful portion of segment revenues are tied to floating interest rates on deposit accounts, and the 100 basis point decline in short term rates enacted

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by the FOMC late in 2024 caused those revenues to decline by $6.0 million, or 17% this quarter. Over the past two years, we have focused 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 Walker & Dunlop. Debt Fund II will provide our investment management team with over $500 million of levered capital to deploy into transitional multifamily assets, and during the first quarter our team deployed $140 million of that capital. We expect the revenues of our investment management business to grow as capital is raised and deployed. This segment also includes the activities of WDAE, an alternative investment manager focused on affordable housing, including LIHTC syndication and joint venture development. We ranked as the eighth largest LIHTC syndicator in 2024 and continue to pursue combined LIHTC syndication and affordable housing services to generate significant long-term financing, property sales, and syndication opportunities. Our LIHTC syndication activity started slowly, but we expect the team to grow syndication volumes considerably from the $404 million syndicated in 2024. In April 2025, the team syndicated its largest fund ever, a $240 million multi-investor fund invested in affordable assets across the country. We expect the realization of revenues from WDAE’s historical LIHTC investments, which are tied to the underlying value of the affordable assets, to remain fairly low in the near term as we do not expect a material increase in the value of affordable assets due to the aforementioned macroeconomic challenges.

Consolidated Results of Operations

The following is a discussion of our consolidated results of operations for the three months ended March 31, 2025 and 2024. The financial results are not necessarily indicative of future results. Our quarterly results have fluctuated in the past and are expected to fluctuate in the future, reflecting the interest rate environment, the volume of transactions, business acquisitions, regulatory actions, industry trends, and general economic conditions. The table below provides supplemental data regarding our financial performance.

SUPPLEMENTAL OPERATING DATA

CONSOLIDATED


	For the three months ended
	March 31,
	2025			2024
Transaction Volume (in thousands)
Debt Financing Volume	$	5,196,642		$	5,227,308
Property Sales Volume		1,839,290			1,167,151
Total Transaction Volume	$	7,035,932		$	6,394,459

Key Performance Metrics (in thousands, except per share data)
Operating margin		2	%		6	%
Return on equity		1			3
Walker & Dunlop net income	$	2,754		$	11,866
Adjusted EBITDA⁽¹⁾		64,966			74,136
Diluted EPS		0.08			0.35

Key Expense Metrics (as a percentage of total revenues)
Personnel expenses		51	%		49	%
Other operating expenses		14			13


	As of March 31,
Managed Portfolio (in thousands)	2025		2024
Servicing Portfolio	$	135,648,716	$	131,963,765
Assets under management		18,518,413		17,465,398
Total Managed Portfolio	$	154,167,129	$	149,429,163

(1)

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

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The following tables present a period-to-period comparison of our financial results for the three months ended March 31, 2025 and 2024.

FINANCIAL RESULTS – THREE MONTHS

CONSOLIDATED


	For the three months ended
	March 31,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Revenues
Loan origination and debt brokerage fees, net	$	46,381	$	43,740	$	2,641	6	%
Fair value of expected net cash flows from servicing, net		27,811		20,898		6,913	33
Servicing fees		82,221		80,043		2,178	3
Property sales broker fees		13,521		8,821		4,700	53
Investment management fees		9,682		13,520		(3,838)	(28)
Net warehouse interest income (expense)		(786)		(1,116)		330	(30)
Placement fees and other interest income		33,211		39,402		(6,191)	(16)
Other revenues		25,326		22,751		2,575	11
Total revenues	$	237,367	$	228,059	$	9,308	4

Expenses
Personnel	$	121,390	$	111,463	$	9,927	9	%
Amortization and depreciation		57,621		55,891		1,730	3
Provision (benefit) for credit losses		3,712		524		3,188	608
Interest expense on corporate debt		15,514		17,659		(2,145)	(12)
Other operating expenses		33,886		28,843		5,043	17
Total expenses	$	232,123	$	214,380	$	17,743	8
Income from operations	$	5,244	$	13,679	$	(8,435)	(62)
Income tax expense		2,519		2,864		(345)	(12)
Net income before noncontrolling interests	$	2,725	$	10,815	$	(8,090)	(75)
Less: net income (loss) from noncontrolling interests		(29)		(1,051)		1,022	(97)
Walker & Dunlop net income	$	2,754	$	11,866	$	(9,112)	(77)

Overview

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

The increase in expenses was due to increases in personnel expense, amortization and depreciation, provision (benefit) for credit losses, and other operating expenses, partially offset by a decrease in interest expense on corporate debt. Personnel expense increased primarily due to an increase in commission costs mainly due to the aforementioned increases in origination fees, property sales broker fees, and investment banking revenues and increased severance expense. The increase in amortization and depreciation was primarily driven by an increase in amortization of MSRs. The increase in provision for credit losses was mainly attributable to loans evaluated collectively. Other operating expenses increased primarily due to the write-off of unamortized debt issuance costs resulting from the partial paydown of one of our corporate debt instruments. Interest expense on corporate debt decreased due to lower average interest rates during the first quarter of 2025 compared to the first quarter of 2024.

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Income tax expense was down slightly despite a 62% decrease in income from operations largely as a result of excess tax benefits. For the three months ended March 31, 2025, we had a tax shortfall of $1.3 million compared to a tax benefit of $0.6 million for the three months ended March 31, 2024.

Non-GAAP Financial Measure

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

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

●

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

●

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

●

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

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

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ADJUSTED FINANCIAL MEASURE RECONCILIATION TO GAAP

CONSOLIDATED


	For the three months ended
	March 31,
(in thousands)	2025		2024
Reconciliation of Walker & Dunlop Net Income to Adjusted EBITDA
Walker & Dunlop Net Income	$	2,754	$	11,866
Income tax expense		2,519		2,864
Interest expense on corporate debt		15,514		17,659
Amortization and depreciation		57,621		55,891
Provision (benefit) for credit losses		3,712		524
Net write-offs		—		—
Stock-based compensation expense		6,442		6,230
MSR income		(27,811)		(20,898)
Write-off of unamortized issuance costs from corporate debt paydown		4,215		—
Adjusted EBITDA	$	64,966	$	74,136

The following tables present a period-to-period comparison of the components of adjusted EBITDA for the three months ended March 31, 2025 and 2024.

ADJUSTED EBITDA – THREE MONTHS

CONSOLIDATED


	For the three months ended
	March 31,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Loan origination and debt brokerage fees, net	$	46,381	$	43,740	$	2,641	6	%
Servicing fees		82,221		80,043		2,178	3
Property sales broker fees		13,521		8,821		4,700	53
Investment management fees		9,682		13,520		(3,838)	(28)
Net warehouse interest income (expense)		(786)		(1,116)		330	(30)
Placement fees and other interest income		33,211		39,402		(6,191)	(16)
Other revenues		25,355		23,802		1,553	7
Personnel		(114,948)		(105,233)		(9,715)	9
Net write-offs		—		—		—	N/A
Other operating expenses		(29,671)		(28,843)		(828)	3
Adjusted EBITDA	$	64,966	$	74,136	$	(9,170)	(12)

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

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Financial Condition

Cash Flows from Operating Activities

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

Cash Flows from Investing Activities

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

Cash Flows from Financing Activities

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

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

The following table presents a period-to-period comparison of the significant components of cash flows for the three months ended March 31, 2025 and 2024.

SIGNIFICANT COMPONENTS OF CASH FLOWS


	For the three months ended March 31,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Net cash provided by (used in) operating activities	$	(281,108)	$	38,397	$	(319,505)	(832)	%
Net cash provided by (used in) investing activities		(39,382)		(25,050)		(14,332)	57
Net cash provided by (used in) financing activities		222,026		(124,153)		346,179	(279)
Total of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period ("Total cash")		229,434		280,597		(51,163)	(18)

Cash flows from (used in) operating activities
Net receipt (use) of cash for loan origination activity	$	(199,965)	$	72,650	$	(272,615)	(375)	%
Net cash provided by (used in) operating activities, excluding loan origination activity		(81,143)		(34,253)		(46,890)	137

Cash flows from (used in) investing activities
Purchases of pledged AFS securities	$	(16,989)	$	(8,000)	$	(8,989)	112	%
Purchases of equity-method investments		(8,965)		(4,048)		(4,917)	121

Cash flows from (used in) financing activities
Borrowings (repayments) of warehouse notes payable, net	$	199,823	$	(74,359)	$	274,182	(369)	%
Borrowings of note payable		398,875		—		398,875	N/A
Repayments of notes payable		(328,481)		(2,000)		(326,481)	16,324
Payment of contingent consideration		(1,500)		(13,820)		12,320	(89)
Debt issuance costs		(14,117)		(480)		(13,637)	2,841

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Operating Activities

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

(i)

Loan origination activity. Agency loans originated are held for short periods of time, generally less than 60 days, and impact cash flows presented as of a point in time due to the timing difference between the date of origination and date of delivery. The change to net cash used from net cash received in loan origination activities is primarily attributable to originations outpacing sales by $200.0 million in 2025 compared to $72.7 million in 2024.

(ii)

Other activities. Cash flows used in other operating activities were $81.1 million in 2025, up from $34.3 million in 2024. The increase was primarily due to an $8.1 million decline in net income before noncontrolling interest, an $8.2 million change in the fair value of premium and origination fees, a $5.2 million increase in the net adjustment for MSR income and amortization, and a $30.7 million decrease in adjustments for other operating activities, partially offset by a $3.2 million positive adjustment for provision (benefit) for credit losses.

Investing Activities

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

(i) AFS securities. Purchases of AFS securities increased during 2025 as we changed the mix of our pledged collateral, investing additional amounts in AFS securities and reducing our holding of money market funds due to the declining yields in money market funds compared to AFS securities. Investments in money market funds are considered restricted cash equivalents for purposes of the statement of cash flows.

(ii) Purchases of equity-method investments. The increase was primarily due to capital calls on our investments in the debt fund managed by our investment management services.

Financing Activities

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

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

(ii) Borrowings of note payable. The increase was attributable to the issuance of our Senior Notes (as discussed in Liquidity and Capital Resources below) in 2025, with no comparable activity in 2024.

(iii)

Payment of contingent consideration. The decrease was largely due to the timing of payments. The earnout for one of our large acquisitions occurred in the first quarter of 2024. During the first quarter of 2025, the payment was delayed and not paid out during the first quarter and paid during the second quarter of 2025 instead.

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

(i)

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

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

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Segment Results

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

Capital Markets

SUPPLEMENTAL OPERATING DATA

CAPITAL MARKETS


(in thousands)	For the three months ended
Transaction Volume	March 31,						Dollar		Percentage
Components of Debt Financing Volume	2025			2024			Change		Change
Fannie Mae	$	1,511,794		$	903,368		$	608,426	67	%
Freddie Mac		808,247			974,926			(166,679)	(17)
Ginnie Mae ̶ HUD		148,158			14,140			134,018	948
Brokered⁽¹⁾		2,552,943			3,319,074			(766,131)	(23)
Total Debt Financing Volume	$	5,021,142		$	5,211,508		$	(190,366)	(4)	%
Property sales volume		1,839,290			1,167,151			672,139	58
Total Transaction Volume	$	6,860,432		$	6,378,659		$	481,773	8	%

Key Performance Metrics (in thousands)
Net income (loss)	$	2,360		$	(6,700)			9,060	(135)
Adjusted EBITDA⁽²⁾		(13,327)			(19,297)			5,970	(31)
Diluted EPS		0.07			(0.20)
Operating margin		4	%		(10)	%

Key Revenue Metrics (as a percentage of debt financing volume)
Origination fees		0.90	%		0.84	%
MSR income		0.55			0.40
MSR income, as a percentage of Agency debt financing volume		1.13			1.10

(1)

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

(2)

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

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FINANCIAL RESULTS – THREE MONTHS

CAPITAL MARKETS



	For the three months ended
(in thousands)	March 31,				Dollar		Percentage
Revenues	2025		2024		Change		Change
Origination fees	$	45,297	$	43,700	$	1,597	4	%
MSR income		27,811		20,898		6,913	33
Property sales broker fees		13,521		8,821		4,700	53
Net warehouse interest income (expense), loans held for sale		(786)		(1,574)		788	(50)
Other revenues		16,727		10,052		6,675	66
Total revenues	$	102,570	$	81,897	$	20,673	25

Expenses
Personnel	$	86,466	$	79,187	$	7,279	9	%
Amortization and depreciation		1,141		1,137		4	0
Interest expense on corporate debt		4,187		4,851		(664)	(14)
Other operating expenses		6,235		5,052		1,183	23
Total expenses	$	98,029	$	90,227	$	7,802	9
Income (loss) from operations	$	4,541	$	(8,330)	$	12,871	(155)
Income tax expense (benefit)		2,181		(1,744)		3,925	(225)
Net income (loss) before noncontrolling interests	$	2,360	$	(6,586)	$	8,946	(136)
Less: net income (loss) from noncontrolling interests		—		114		(114)	(100)
Net income (loss)	$	2,360	$	(6,700)	$	9,060	(135)

Revenues

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


	For the three months ended
	March 31,
Debt Financing Volume by Product Type	2025		2024
Fannie Mae	30	%	17	%
Freddie Mac	16		19
Ginnie Mae ̶ HUD⁽¹⁾	3		—
Brokered	51		64

(1)Ginnie Mae-HUD volume percentage was less than 1% of total debt volume for the three months ended March 31, 2024.

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	For the three months ended
	March 31,
Mortgage Banking Details (basis points)	2025			2024
Origination Fee Rate ⁽¹⁾		90			84
Basis Point Change		6
Percentage Change		7	%
MSR Rate ⁽²⁾		55			40
Basis Point Change		15
Percentage Change		38	%
Agency MSR Rate ⁽³⁾		113			110
Basis Point Change		3
Percentage Change		3	%

(1)

Origination fees as a percentage of total debt financing volume.

(2)

MSR income as a percentage of total debt financing volume, excluding the income and debt financing volume from principal lending and investing.

(3)

MSR income as a percentage of Agency debt financing volume.

The increase in origination fees was the result of the increase in our Fannie Mae and HUD debt financing volume, partially offset by declines in our Freddie Mac and brokered transaction volumes. Our Fannie Mae and HUD debt financing volume as a percentage of our overall debt financing volume increased from 18% for the first quarter of 2024 to 33% of our volume for the first quarter of 2025, which led to an increase in the origination fee rate as our Fannie Mae and HUD executions have higher origination fee rates than Freddie Mac and brokered executions.

The increase in our MSR income was similarly driven by the increase in Fannie Mae and HUD debt financing volume, partially offset by a 19% decrease in the weighted-average service fee on Fannie Mae debt financing volume.

Property sales broker fees. The increase was the result of the 58% increase in property sales volumes period over period, partially offset by a small decrease in the property sales broker fee rate.

Other revenues. The increase was principally due to a $6.1 million increase in investment banking revenues due to increased investment banking advisory transactions during the quarter.

Expenses

Personnel. The increase was largely due to a $6.3 million increase in commission costs due to higher origination fees, property sales broker fees, and investment banking revenues and a $2.8 million increase in severance expense. The increase in severance expense largely related to severance agreements totaling $2.4 million with several underperforming producers for the three months ended March 31, 2025, with no comparable activity in the prior year. Partially offsetting these increases was a $1.5 million reduction in bonus accrual and stock compensation expense for the three months ended March 31, 2025 compared to the prior year.

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.

Other operating expenses. The increase was primarily due to the $1.3 million write-off of unamortized debt issuance costs allocated to the segment resulting from the partial paydown of one of our corporate debt instruments, with no comparable activity in 2024.

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

Non-GAAP Financial Measure

A reconciliation of adjusted EBITDA for our CM segment is presented below. Our segment-level adjusted EBITDA represents the segment portion of consolidated adjusted EBITDA. A detailed description and reconciliation of consolidated adjusted EBITDA is provided

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above in our Consolidated Results of Operations—Non-GAAP Financial Measure. CM adjusted EBITDA is reconciled to net income as follows:

ADJUSTED FINANCIAL MEASURE RECONCILIATION TO GAAP

CAPITAL MARKETS


	For the three months ended
	March 31,
(in thousands)	2025		2024
Reconciliation of Net Income (Loss) to Adjusted EBITDA
Net Income (loss)	$	2,360	$	(6,700)
Income tax expense (benefit)		2,181		(1,744)
Interest expense on corporate debt		4,187		4,851
Amortization and depreciation		1,141		1,137
MSR income		(27,811)		(20,898)
Stock-based compensation expense		3,351		4,057
Write-off of unamortized issuance costs from corporate debt paydown		1,264		—
Adjusted EBITDA	$	(13,327)	$	(19,297)

The following table presents a period-to-period comparison of the components of CM adjusted EBITDA for the three months ended March 31, 2025 and 2024.

ADJUSTED EBITDA – THREE MONTHS

CAPITAL MARKETS


	For the three months ended
	March 31,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Origination fees	$	45,297	$	43,700	$	1,597	4	%
Property sales broker fees		13,521		8,821		4,700	53
Net warehouse interest income (expense), loans held for sale		(786)		(1,574)		788	(50)
Other revenues		16,727		9,938		6,789	68
Personnel		(83,115)		(75,130)		(7,985)	11
Other operating expenses		(4,971)		(5,052)		81	(2)
Adjusted EBITDA	$	(13,327)	$	(19,297)	$	5,970	(31)

Origination fees increased due principally to an increase in Fannie Mae and HUD debt financing volume, partially offset by declines in our Freddie Mac and brokered transaction volumes. Property sales broker fees increased largely due to the increase in property sales volume partially offset by a small decrease in the property sales broker fee rate. Other revenues increased primarily due to an increase in investment banking revenues. Personnel expense increased primarily due to increased commission costs and severance expense, partially offset but a decrease in subjective bonus accrual.

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Servicing & Asset Management

SUPPLEMENTAL OPERATING DATA

SERVICING & ASSET MANAGEMENT


	As of March 31,				Dollar		Percentage
Managed Portfolio (in thousands)	2025		2024		Change		Change
Components of Servicing Portfolio
Fannie Mae	$	69,176,839	$	64,349,886	$	4,826,953	8	%
Freddie Mac		38,556,682		39,665,386		(1,108,704)	(3)
Ginnie Mae–HUD		10,882,857		10,595,841		287,016	3
Brokered⁽¹⁾		17,032,338		17,312,513		(280,175)	(2)
Principal Lending and Investing⁽²⁾		—		40,139		(40,139)	(100)
Total Servicing Portfolio	$	135,648,716	$	131,963,765	$	3,684,951	3	%
Assets under management		18,518,413		17,465,398		1,053,015	6
Total Managed Portfolio	$	154,167,129	$	149,429,163	$	4,737,966	3	%


	For the three months ended
(in thousands)	March 31,						Dollar		Percentage
Key Volume and Performance Metrics	2025			2024			Change		Change
Equity syndication volume⁽³⁾	$	15,036		$	45,377		$	(30,341)	(67)	%
Principal Lending and Investing debt financing volume⁽⁴⁾		175,500			15,800			159,700	1,011
Net income		19,126			43,283			(24,157)	(56)
Adjusted EBITDA⁽⁵⁾		107,902			119,658			(11,756)	(10)
Diluted EPS		0.55			1.28
Operating margin		28	%		38	%


	As of March 31,
Key Servicing Portfolio Metrics	2025		2024
Custodial escrow deposit balance (in billions)	$	2.4	$	2.3
Weighted-average servicing fee rate (basis points)		24.4		24.0
Weighted-average remaining servicing portfolio term (years)		7.5		8.0


	As of March 31,
(in thousands)	2025				2024
Components of equity and assets under management		Equity under management		Assets under management		Equity under management		Assets under management
LIHTC	$	6,877,325		16,025,745	$	6,699,825	$	15,183,395
Equity funds		943,436		943,436		892,887		892,887
Debt funds⁽⁶⁾		748,952		1,549,232		809,801		1,389,116
Total	$	8,569,713	$	18,518,413	$	8,402,513	$	17,465,398

(1)

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

(2)

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

(3)

Amount of equity called and syndicated into LIHTC funds.

(4)

Comprised solely of WDIP separate account originations.

(5)

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

(6)

As of March 31, 2025, included $45.0 million of equity under management and $173.3 million of assets under management of Interim program JV loans. The remainder consisted of WDIP debt funds. As of March 31, 2024, included $132.2 million of equity under management and $711.5 million of assets under management of Interim program JV loans. The remainder consisted of WDIP debt funds.

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FINANCIAL RESULTS – THREE MONTHS

SERVICING & ASSET MANAGEMENT


	For the three months ended
	March 31,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Revenues
Origination fees	$	1,084	$	40	$	1,044	2,610	%
Servicing fees		82,221		80,043		2,178	3
Investment management fees		9,682		13,520		(3,838)	(28)
Net warehouse interest income (expense), loans held for investment		—		458		(458)	(100)
Placement fees and other interest income		29,622		35,603		(5,981)	(17)
Other revenues		9,294		11,571		(2,277)	(20)
Total revenues	$	131,903	$	141,235	$	(9,332)	(7)

Expenses
Personnel	$	19,546	$	18,055	$	1,491	8	%
Amortization and depreciation		54,498		53,071		1,427	3
Provision (benefit) for credit losses		3,712		524		3,188	608
Interest expense on corporate debt		9,931		11,191		(1,260)	(11)
Other operating expenses		7,468		5,123		2,345	46
Total expenses	$	95,155	$	87,964	$	7,191	8
Income (loss) from operations	$	36,748	$	53,271	$	(16,523)	(31)
Income tax expense (benefit)		17,651		11,153		6,498	58
Net income (loss) before noncontrolling interests	$	19,097	$	42,118	$	(23,021)	(55)
Less: net income (loss) from noncontrolling interests		(29)		(1,165)		1,136	(98)
Net income (loss)	$	19,126	$	43,283	$	(24,157)	(56)

Revenues

Servicing fees. The increase was primarily attributable to an increase in the average servicing portfolio period over period as shown below, combined with a small increase in the average servicing fee rate. The increase in the average servicing portfolio was driven primarily by the $4.8 billion increase in Fannie Mae loans serviced. The increase in the average servicing fee rate was primarily the result of an increase in Fannie Mae loans as a percentage of the servicing portfolio. Servicing fee rates for our Fannie Mae loans are higher than other products in the servicing portfolio.


	For the three months ended
	March 31,
Servicing Fees Details (in thousands)	2025			2024
Average Servicing Portfolio	$	135,394,904		$	131,236,834
Dollar Change	$	4,158,070
Percentage Change		3	%
Average Servicing Fee (basis points)		24.3			24.0
Basis Point Change		0.3
Percentage Change		1	%

Investment management fees. Investment management fees declined primarily as a result of a $3.4 million decline in investment management fees from our LIHTC operations.

Placement fees and other interest income. The decrease was driven primarily by a decrease in our placement fees on escrow deposits of $6.5 million, partially offset by a small increase in other interest income. The placement fee rates on escrow deposits decreased as a result of a lower average short-term interest rate environment in 2025 compared to the same period in 2024.

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Other revenues. The decrease was primarily due to a $1.4 million decrease in income from equity method investments and a $1.1 million reduction in syndication fees due to a 67% decline in gross equity raised within our LIHTC investment management strategies year over year.

Expenses

Personnel. The increase was largely due to small increases in (i) salaries resulting from standard annual increase for employees, (ii) severance expense related to the pending sale of a subsidiary, and (iii) production bonuses.

Amortization and depreciation. The increase was primarily driven by an increase in amortization of mortgage servicing rights.

Provision (benefit) for credit losses. The increase in provision for credit losses was attributable to changes in (i) the provision associated with risk-sharing loans collectively evaluated, (ii) the provision for risk-sharing loans with collateral-based reserves, and (iii) the provision for other credit losses. For the three months ended March 31, 2024, we had a $6.6 million benefit for credit losses associated with our risk-sharing loans collectively evaluated compared to a provision for credit losses of $0.2 million for the three months ended March 31, 2025. The change from a benefit to a provision year over year related to the annual update to our historical loss factor. In 2024, the historical loss factor decreased significantly, while in 2025, it remained unchanged.

For the three months ended March 31, 2024, the provision for credit losses for risk-sharing loans with a collateral based reserve was $5.1 million compared to $3.5 million for the three months ended March 31, 2025. In 2024, three loans defaulted during the first quarter, while in 2025, only two loans defaulted.

For the three months ended March 31, 2024, there was a $2.0 million provision for other credit losses related to requests for repurchased loans, with no comparable activity for the three months ended March 31, 2025.

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

Other operating expenses. The increase was primarily due to the $2.5 million write-off of unamortized debt issuance costs allocated to the segment resulting from the partial paydown of one of our corporate debt instruments, with no comparable activity in 2024.

Income tax expense. 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.

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Non-GAAP Financial Measure

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

ADJUSTED FINANCIAL MEASURE RECONCILIATION TO GAAP

SERVICING & ASSET MANAGEMENT


	For the three months ended
	March 31,
(in thousands)	2025		2024
Reconciliation of Net Income (loss) to Adjusted EBITDA
Net Income (loss)	$	19,126	$	43,283
Income tax expense (benefit)		17,651		11,153
Interest expense on corporate debt		9,931		11,191
Amortization and depreciation		54,498		53,071
Provision (benefit) for credit losses		3,712		524
Net write-offs		—		—
Stock-based compensation expense		455		436
Write-off of unamortized issuance costs from corporate debt paydown		2,529		—
Adjusted EBITDA	$	107,902	$	119,658

The following table presents a period-to-period comparison of the components of SAM adjusted EBITDA for the three months ended March 31, 2025 and 2024.

ADJUSTED EBITDA – THREE MONTHS

SERVICING & ASSET MANAGEMENT


	For the three months ended
	March 31,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Origination fees	$	1,084	$	40	$	1,044	2,610	%
Servicing fees		82,221		80,043		2,178	3
Investment management fees		9,682		13,520		(3,838)	(28)
Net warehouse interest income (expense), loans held for investment		—		458		(458)	(100)
Placement fees and other interest income		29,622		35,603		(5,981)	(17)
Other revenues		9,323		12,736		(3,413)	(27)
Personnel		(19,091)		(17,619)		(1,472)	8
Net write-offs		—		—		—	N/A
Other operating expenses		(4,939)		(5,123)		184	(4)
Adjusted EBITDA	$	107,902	$	119,658	$	(11,756)	(10)

Servicing fees increased primarily due to growth in the average servicing portfolio period over period as a result of loan originations, combined with a small increase in the average servicing fee rate. Investment management fees declined principally due to a decrease in investment management fees from our LIHTC operations. Placement fees and other interest income decreased mainly due to decrease in our placement fees on escrow deposits, partially offset by a small increase in other interest income. Other revenues decreased primarily due to lower income from equity method investments and a reduction in syndication fees related to lower gross equity raised year over year. Personnel expense increased principally as a result of increases in salaries expense and health insurance costs.

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Corporate

FINANCIAL RESULTS – THREE MONTHS

CORPORATE


	For the three months ended
	March 31,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Revenues
Other interest income	$	3,589	$	3,799	$	(210)	(6)	%
Other revenues		(695)		1,128		(1,823)	(162)
Total revenues	$	2,894	$	4,927	$	(2,033)	(41)

Expenses
Personnel	$	15,378	$	14,221	$	1,157	8	%
Amortization and depreciation		1,982		1,683		299	18
Interest expense on corporate debt		1,396		1,617		(221)	(14)
Other operating expenses		20,183		18,668		1,515	8
Total expenses	$	38,939	$	36,189	$	2,750	8
Income (loss) from operations	$	(36,045)	$	(31,262)	$	(4,783)	15
Income tax expense (benefit)		(17,313)		(6,545)		(10,768)	165
Net income (loss)	$	(18,732)	$	(24,717)	$	5,985	(24)

Diluted EPS		(0.54)		(0.73)
Adjusted EBITDA⁽¹⁾	$	(29,609)	$	(26,225)	$	(3,384)	13	%

(1)

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

Revenues

Other revenues. The decrease was primarily due to a decrease in miscellaneous revenues.

Expenses

Personnel. The increase was primarily due to a $4.1 million increase in salaries, benefits, and stock compensation due to an increase in average headcount, partially offset by a $1.8 million decrease in subjective bonuses tied to company performance and a $1.2 million decrease in other compensation expenses.

Other operating expenses. The increase was primarily driven by increases in professional fees and the write-off of unamortized debt issuance costs resulting from the partial paydown of one of our corporate debt instruments, with no comparable activity in 2024.

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

Non-GAAP Financial Measure

A reconciliation of adjusted EBITDA for our Corporate segment is presented below. Our segment-level adjusted EBITDA represents the segment portion of consolidated adjusted EBITDA. A detailed description and reconciliation of consolidated adjusted EBITDA is provided

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above in our Consolidated Results of Operations—Non-GAAP Financial Measure. Corporate adjusted EBITDA is reconciled to net income as follows:

ADJUSTED FINANCIAL MEASURE RECONCILIATION TO GAAP

CORPORATE


	For the three months ended
	March 31,
(in thousands)	2025		2024
Reconciliation of Net Income (loss) to Adjusted EBITDA
Net Income (loss)	$	(18,732)	$	(24,717)
Income tax expense (benefit)		(17,313)		(6,545)
Interest expense on corporate debt		1,396		1,617
Amortization and depreciation		1,982		1,683
Stock-based compensation expense		2,636		1,737
Write-off of unamortized issuance costs from corporate debt paydown		422		—
Adjusted EBITDA	$	(29,609)	$	(26,225)

The following table presents a period-to-period comparison of the components of Corporate adjusted EBITDA for the three months ended March 31, 2025 and 2024.

ADJUSTED EBITDA – THREE MONTHS

CORPORATE


	For the three months ended
	March 31,				Dollar		Percentage
(in thousands)	2025		2024		Change		Change
Other interest income	$	3,589	$	3,799	$	(210)	(6)	%
Other revenues		(695)		1,128		(1,823)	(162)
Personnel		(12,742)		(12,484)		(258)	2
Other operating expenses		(19,761)		(18,668)		(1,093)	6
Adjusted EBITDA	$	(29,609)	$	(26,225)	$	(3,384)	13

Other revenues decreased primarily due to a decrease in miscellaneous revenues. The increase in personnel expense was primarily due to higher salaries and benefit costs, partially offset by decreases in subjective bonus tied to company performance and other compensation expenses. The increase in other operating expenses was primarily driven by increases in professional fees.

Liquidity and Capital Resources

Uses of Liquidity, Cash and Cash Equivalents

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

Fannie Mae has established benchmark standards for capital adequacy and reserves the right to terminate our servicing authority for all or some of the portfolio if, at any time, it determines that our financial condition is not adequate to support our obligations under the DUS agreement. We are required to maintain acceptable net worth as defined in the standards, and we satisfied the requirements as of March 31, 2025. The net worth requirement is derived primarily from unpaid balances on Fannie Mae loans and the level of risk-sharing. As of March 31, 2025, the net worth requirement was $334.5 million, and our net worth was $977.5 million, as measured at our wholly owned operating subsidiary,

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Walker & Dunlop, LLC. As of March 31, 2025, we were required to maintain at least $66.5 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 March 31, 2025, we had operational liquidity of $157.1 million, as measured at our wholly owned operating subsidiary, Walker & Dunlop, LLC.

We paid a cash dividend of $0.67 per share during the first quarter of 2025, which is 3% higher than the quarterly dividend paid in the first quarter of 2024. On April 30, 2025, the Company’s Board of Directors declared a dividend of $0.67 per share for the second quarter of 2025. The dividend will be paid on May 29, 2025 to all holders of record of our restricted and unrestricted common stock as of May 15, 2025.

In February 2025, our Board of Directors approved a stock repurchase program that permits the repurchase of up to $75.0 million of shares of our common stock over a 12-month period beginning February 21, 2025 (the “2025 Stock Repurchase Program”). During the three months ended March 31, 2025, we did not repurchase any shares under the 2025 Stock Repurchase Program and we had $75.0 million of remaining capacity under the 2025 Stock Repurchase Program as of March 31, 2025.

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

Restricted Cash and Pledged Securities

Restricted cash consists primarily of good faith deposits held on behalf of borrowers between the time we enter into a loan commitment with the borrower and the investor purchases the loan. We are generally required to share the risk of any losses associated with loans sold under the Fannie Mae DUS program, which is an off-balance sheet arrangement. We are required to secure this obligation by assigning collateral to Fannie Mae. We meet this obligation by assigning pledged securities to Fannie Mae. The amount of collateral required by Fannie Mae is a formulaic calculation at the loan level and considers the balance of the loan, the risk level of the loan, the age of the loan, and the level of risk-sharing. Fannie Mae requires collateral for Tier 2 loans of 75 basis points, which is funded over a 48-month period that begins upon delivery of the loan to Fannie Mae. Collateral held in the form of money market funds holding U.S. Treasuries is discounted 5%, and Agency MBS are discounted 4% for purposes of calculating compliance with the collateral requirements. As of March 31, 2025, we held substantially all of our restricted liquidity in Agency MBS in the aggregate amount of $198.2 million. Additionally, the majority of the loans for which we have risk-sharing are Tier 2 loans. We fund any growth in our Fannie Mae required operational liquidity and collateral requirements from our working capital.

We are in compliance with the March 31, 2025 collateral requirements as outlined above. As of March 31, 2025, reserve requirements for the March 31, 2025 DUS loan portfolio will require us to fund $78.3 million in additional restricted liquidity over the next 48 months, assuming no further principal paydowns, prepayments, or defaults within our at-risk portfolio. Fannie Mae has assessed the DUS Capital Standards in the past and may make changes to these standards in the future. We generate sufficient cash flows from our operations to meet these capital standards and do not expect any future changes to have a material impact on our future operations; however, any future changes to collateral requirements may adversely impact our available cash.

Under the provisions of the DUS agreement, we must also maintain a certain level of liquid assets referred to as the operational and unrestricted portions of the required reserves each year. We satisfied these requirements as of March 31, 2025.

Sources of Liquidity: Warehouse Facilities and Notes Payable

Warehouse Facilities

We use a combination of warehouse facilities and notes payable to provide funding for our operations. We use warehouse facilities to fund our Agency Lending and Interim Loan Program. Our ability to originate Agency mortgage loans and loans held for investments depends upon our ability to secure and maintain these types of financing agreements on acceptable terms. For a detailed description of the terms of each warehouse agreement, refer to “Warehouse Facilities” in NOTE 6 in the consolidated financial statements in our 2024 Form 10-K, as updated in NOTE 6 in the condensed consolidated financial statements in this Form 10-Q.

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Notes Payable

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

The warehouse facilities and notes payable are subject to various financial covenants. The Company is in compliance with all of these financial covenants as of March 31, 2025.

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

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


	March 31,
	2025			2024
Key Credit Metrics (in thousands)
Risk-sharing servicing portfolio:
Fannie Mae Full Risk	$	60,493,946		$	55,236,618
Fannie Mae Modified Risk		8,682,893			9,113,268
Freddie Mac Modified Risk		15,000			69,510
Total risk-sharing servicing portfolio	$	69,191,839		$	64,419,396

Non-risk-sharing servicing portfolio:
Fannie Mae No Risk	$	—		$	—
Freddie Mac No Risk		38,541,682			39,595,876
GNMA - HUD No Risk		10,882,857			10,595,841
Brokered		17,032,338			17,312,513
Total non-risk-sharing servicing portfolio	$	66,456,877		$	67,504,230
Total loans serviced for others	$	135,648,716		$	131,923,626

Loans held for investment (full risk)		36,926			40,139
Interim Program JV Managed Loans⁽¹⁾		173,315			711,541

At risk servicing portfolio⁽²⁾	$	64,450,319		$	59,498,851
Maximum exposure to at risk portfolio⁽³⁾		13,200,846			12,088,698
Defaulted loans⁽⁴⁾		108,530			63,264

Defaulted loans as a percentage of the at-risk portfolio		0.17	%		0.11	%
Allowance for risk-sharing as a percentage of the at-risk portfolio		0.05			0.05
Allowance for risk-sharing as a percentage of maximum exposure		0.24			0.25

(1)

As of March 31, 2025 and 2024, this balance consisted of Interim Program JV managed loans. We indirectly share in a portion of the risk of loss associated with Interim Program JV managed loans through our 15% equity ownership in the Interim Program JV. We have no exposure to risk of loss for the loans serviced directly for the Interim Program JV partner. The balance of this line is included as a component of assets under management in the Supplemental Operating Data table above.

(2)

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

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

(3)

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

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(4)

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

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


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

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

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

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

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

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

The allowance for risk-sharing obligations related to the Company’s $63.6 billion at-risk Fannie Mae servicing portfolio and our Freddie Mac SBL defaulted loans as of March 31, 2025 was $24.4 million compared to $24.2 million as of December 31, 2024.

As of March 31, 2025, eight loans (five Fannie Mae loans and three Freddie Mac SBL loans) were in default with an aggregate UPB of $108.5 million compared to six Fannie Mae loans with an aggregate UPB of $63.3 million that were in default as of March 31, 2024. The collateral-based reserve on defaulted loans was $7.5 million and $5.1 million as of March 31, 2025 and 2024, respectively. We had a provision for risk-sharing obligations of $3.7 million for the three months ended March 31, 2025 compared to a benefit for risk-sharing obligations of $1.5 million for the three months ended March 31, 2024.

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

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New/Recent Accounting Pronouncements

As seen in NOTE 2 in the condensed consolidated financial statements in Item 1 of Part I of this Form 10-Q, our preliminary conclusion is that there are no accounting pronouncements that the Financial Accounting Standards Board has issued that have the potential to materially impact us as of March 31, 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

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

Some of our assets and liabilities are subject to changes in interest rates. Placement fee revenue from escrow deposits generally track the effective Federal Funds Rate (“EFFR”). The EFFR was 433 basis points and 533 basis points as of March 31, 2025 and 2024, respectively. The following table shows the impact on our placement fee revenue due to a 100-basis point increase and decrease in EFFR based on our escrow balances outstanding at each period end. A portion of these changes in earnings as a result of a 100-basis point increase in the EFFR would be delayed by several months due to the negotiated nature of some of our placement arrangements.


(in thousands)	As of March 31,
Change in annual placement fee revenue due to:	2025		2024
100 basis point increase in EFFR	$	24,267	$	23,055
100 basis point decrease in EFFR		(24,267)		(23,055)

The borrowing cost of our warehouse facilities used to fund loans held for sale is based on Secured Overnight Financing Rate (“SOFR”). SOFR was 441 basis points and 534 basis points as of March 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. 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 March 31,
Change in annual net warehouse interest income due to:	2025		2024
100 basis point increase in SOFR	$	(8,196)	$	(5,109)
100 basis point decrease in SOFR		8,196		5,109

All of our corporate debt is effectively based on Adjusted Term SOFR. The following table shows the impact on our annual earnings due to a 100-basis point increase and decrease in SOFR as of March 31, 2025 and 2024, respectively, based on the debt balances outstanding at each period end.


(in thousands)	As of March 31,
Change in annual income from operations due to:	2025		2024
100 basis point increase in SOFR	$	(8,500)	$	(7,845)
100 basis point decrease in SOFR		8,500		7,845

Market Value Risk

The fair value of our MSRs is subject to market-value risk. A 100-basis point increase or decrease in the weighted average discount rate would decrease or increase, respectively, the fair value of our MSRs by approximately $42.1 million as of March 31, 2025 compared to $44.3 million as of March 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 $49.9 million as of March 31, 2025. Our Fannie Mae and Freddie Mac loans include economic deterrents that reduce the risk of loan prepayment prior to the expiration of the prepayment protection period, including prepayment premiums, loan defeasance, or yield maintenance fees. These prepayment protections generally extend the duration of a loan compared to a

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loan without similar protections. As of both March 31, 2025 and 2024, 90% of the loans for which we earn servicing fees are protected from the risk of prepayment through prepayment provisions; given this significant level of prepayment protection, we do not hedge our servicing portfolio for prepayment risk.

Item 4. Controls and Procedures

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

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

There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

Issuer Purchases of Equity Securities

Under the Company’s 2024 Equity Incentive Plan, subject to the Company’s approval, grantees have the option of electing to satisfy minimum tax withholding obligations at the time of vesting or exercise by allowing the Company to withhold and purchase the shares of stock otherwise issuable to the grantee. During the first quarter of 2025, we purchased 97 thousand shares to satisfy grantee tax withholding obligations on share-vesting events. During the first quarter of 2025, the Company’s Board of Directors approved the 2025 Stock Repurchase Program. During the quarter ended March 31, 2025, we did not repurchase any shares under the 2025 Stock Repurchase Program. The Company had $75.0 million of authorized share repurchase capacity remaining as of March 31, 2025.

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The following table provides information regarding common stock repurchases for the quarter ended March 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
January 1-31, 2025	20,132	$	95.83	—	$	75,000,000
February 1-29, 2025	58,024		86.41	—		75,000,000
March 1-31, 2025	18,913		87.17	—	$	75,000,000
1^st Quarter	97,069	$	88.51	—

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Arrangements

During the quarter ended March 31, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408 of Regulation S-K.

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Item 6. Exhibits

(a) Exhibits:

2.1		Contribution Agreement, dated as of October 29, 2010, by and among Mallory Walker, Howard W. Smith, William M. Walker, Taylor Walker, Richard C. Warner, Donna Mighty, Michael Alinksy, Edward B. Hermes, Deborah A. Wilson and Walker & Dunlop, Inc. (incorporated by reference to Exhibit 2.1 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-168535) filed on December 1, 2010)
2.2		Contribution Agreement, dated as of October 29, 2010, between Column Guaranteed LLC and Walker & Dunlop, Inc. (incorporated by reference to Exhibit 2.2 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-168535) filed on December 1, 2010)
2.3		Amendment No. 1 to Contribution Agreement, dated as of December 13, 2010, by and between Walker & Dunlop, Inc. and Column Guaranteed LLC (incorporated by reference to Exhibit 2.3 to Amendment No. 6 to the Company’s Registration Statement on Form S-1 (File No. 333-168535) filed on December 13, 2010)
2.4		Purchase Agreement, dated June 7, 2012, by and among Walker & Dunlop, Inc., Walker & Dunlop, LLC, CW Financial Services LLC and CWCapital LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K/A filed on June 15, 2012)
2.5		Purchase Agreement, dated as of August 30, 2021, by and among Walker & Dunlop, Inc., WDAAC, LLC, Alliant Company, LLC, Alliant Capital, Ltd., Alliant Fund Asset Holdings, LLC, Alliant Asset Management Company, LLC, Alliant Strategic Investments II, LLC, ADC Communities, LLC, ADC Communities II, LLC, AFAH Finance, LLC, Alliant Fund Acquisitions, LLC, Vista Ridge 1, LLC, Alliant, Inc., Alliant ADC, Inc., Palm Drive Associates, LLC, and Shawn Horwitz (incorporated by reference to Exhibit 2.5 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021)
2.6		Amendment No. 1 to Purchase Agreement, dated as of December 31, 2024, by and among Walker & Dunlop, Inc., WDAAC, LLC, Alliant, Inc., Alliant ADC, Inc., Palm Drive Associates, LLC, and Shawn Horowitz (incorporated by reference to Exhibit 2.6 to the Company’s Annual Report on Form 10-K filed on February 25, 2025)
2.7		Share Purchase Agreement dated February 4, 2022 by and among Walker & Dunlop, Inc., WD-GTE, LLC, GeoPhy B.V. (“GeoPhy”), the several persons and entities constituting the holders of all of GeoPhy’s issued and outstanding shares of capital stock, and Shareholder Representative Services LLC, as representative of the Shareholders (incorporated by reference to Exhibit 2.6 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021)
3.1		Articles of Amendment and Restatement of Walker & Dunlop, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-168535) filed on December 1, 2010)
3.2		Amended and Restated Bylaws of Walker & Dunlop, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 10, 2023)
4.1		Specimen Common Stock Certificate of Walker & Dunlop, Inc. (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-168535) filed on September 30, 2010)
4.2		Registration Rights Agreement, dated December 20, 2010, by and among Walker & Dunlop, Inc. and Mallory Walker, Taylor Walker, William M. Walker, Howard W. Smith, III, Richard C. Warner, Donna Mighty, Michael Yavinsky, Ted Hermes, Deborah A. Wilson and Column Guaranteed LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 27, 2010)
4.3		Stockholders Agreement, dated December 20, 2010, by and among William M. Walker, Mallory Walker, Column Guaranteed LLC and Walker & Dunlop, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 27, 2010)
4.4		Piggy-Back Registration Rights Agreement, dated June 7, 2012, by and among Column Guaranteed, LLC, William M. Walker, Mallory Walker, Howard W. Smith, III, Deborah A. Wilson, Richard C. Warner, CW Financial Services LLC and Walker & Dunlop, Inc. (incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012 filed on August 9, 2012)
4.5		Voting Agreement, dated as of June 7, 2012, by and among Walker & Dunlop, Inc., Walker & Dunlop, LLC, Mallory Walker, William M. Walker, Richard Warner, Deborah Wilson, Richard M. Lucas, and Howard W. Smith, III, and CW Financial Services LLC (incorporated by reference to Annex C of the Company’s proxy statement filed on July 26, 2012)
4.6		Voting Agreement, dated as of June 7, 2012, by and among Walker & Dunlop, Inc., Walker & Dunlop, LLC, Column Guaranteed, LLC and CW Financial Services LLC (incorporated by reference to Annex D of the Company’s proxy statement filed on July 26, 2012)
4.7		Indenture, dated as of March 14, 2025, by and among Walker & Dunlop, Inc., the guarantors from time to time party thereto, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 14, 2025)
10.1	†	Amended and Restated Credit Agreement, dated as of March 14, 2025, by and among Walker & Dunlop, Inc., as borrower, the lenders referred to therein and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 14, 2025)
10.2	†	Amended and Restated Guarantee and Collateral Agreement, dated as of March 14, 2025, by and among Walker & Dunlop, Inc., as borrower, certain subsidiaries of Walker & Dunlop, Inc., as subsidiary guarantors, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 14, 2025)
10.3		Consent and Amendment, dated as of March 14, 2025, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc., and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 14, 2025)
10.4		Consent and Amendment, dated as of March 14, 2025, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc., and PNC Bank, National Association, as lender. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on March 14, 2025)
31.1	*	Certification of Walker & Dunlop, Inc.'s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	*	Certification of Walker & Dunlop, Inc.'s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	**	Certification of Walker & Dunlop, Inc.'s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	*	Inline XBRL Taxonomy Extension Schema Document

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101.CAL	*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*: Filed herewith.

**:

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

†:	The exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

SIGNATURES

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


	Walker & Dunlop, Inc.
Date: May 6, 2025	By:	/s/ William M. Walker
		William M. Walker
		Chairman and Chief Executive Officer


Date: May 6, 2025	By:	/s/ Gregory A. Florkowski
		Gregory A. Florkowski
		Executive Vice President and Chief Financial Officer