Walker & Dunlop, Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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Notes to the Consolidated Financial Statements
NOTE 1—ORGANIZATIO****N
These financial statements represent the 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.
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
Principles of Consolidation—The consolidated financial statements include the accounts of Walker & Dunlop, Inc., its wholly owned subsidiaries, and its majority owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity (“VIE”) or the voting interest model. The Company is required to first apply the VIE model to determine whether it holds a variable interest in an entity, and if so, whether the entity is a VIE. If the Company determines it holds a variable interest in a VIE and has a controlling financial interest as it is considered the primary beneficiary, the Company consolidates the entity. In instances where the Company holds a variable interest in a VIE but is not the primary beneficiary, it then applies the voting interest model.
Under the voting interest model, the Company consolidates an entity when it holds a majority voting interest in an entity. If the Company does not have a majority voting interest but has significant influence, it uses the equity method of accounting. In instances where the Company owns less than 100% of the equity interests of an entity but owns a majority of the voting interests or has control over an entity, the Company accounts for the portion of equity not attributable to Walker & Dunlop, Inc. asNoncontrolling interests on the Consolidated Balance Sheets and the portion of net income not attributable to Walker & Dunlop, Inc. asNet income (loss) from noncontrolling interests in the Consolidated Statements of Income.
Subsequent Events—The Company has evaluated the effects of all events that have occurred subsequent to December 31, 2025 and before the date of filing. The Company has made certain disclosures in the notes to the consolidated financial statements of events that have occurred subsequent to December 31, 2025, including the discussion below. There have been no other material subsequent events that would require recognition in the consolidated financial statements.
Use of Estimates—The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“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, loss estimates related to indemnified and repurchased loans, initial and recurring fair value assessments of capitalized mortgage servicing rights, and the periodic assessment of impairment of goodwill. Actual results may vary from these estimates.
Mortgage Servicing Rights—When a loan is sold and the Company retains the right to service the loan, the derivative asset discussed below is reclassified and capitalized as an individual mortgage servicing right (“MSR”) at fair value. The initial capitalized amount is equal to the estimated fair value of the expected net cash flows associated with servicing the loans, net of the expected cash flows associated with any guaranty obligations. The following describes the principal assumptions used in estimating the fair value of capitalized MSRs.
Discount Rate—Depending upon loan type, the discount rate used is management's best estimate of market discount rates. The rates used for loans sold were between 8% and 14% for the years ended December 31, 2025, 2024, and 2023 and varied based on loan type.
Estimated Life— The Company’s model for MSRs assumes full prepayment of the loan at or near the point when the stated term of the prepayment provisions of the underlying loan expires.
Placement Fees—The estimated earnings rate on escrow accounts associated with the servicing of the loans for the life of the MSR is added to the estimated future cash flows.
The assumptions used to estimate the fair value of capitalized MSRs at loan sale are based on internal models and are compared to assumptions used by other market participants at least annually. When such comparisons indicate that these assumptions have changed significantly, the Company adjusts its assumptions accordingly.
Subsequent to the initial measurement date, MSRs are amortized using the interest method over the period that servicing income is expected to be received and presented as a component ofAmortization and depreciation in the Consolidated Statements of Income. The individual loan-level MSR is written off through a charge toAmortization and depreciation when a loan prepays, defaults, or is probable of default. The Company evaluates all MSRs for impairment quarterly. The predominant risk characteristic affecting the MSRs is prepayment risk, and we do not believe there is sufficient variation within the portfolio to warrant stratification. Therefore, we assess MSR impairment at the portfolio level. The Company engages a third party to assist in determining an estimated fair value of our existing and outstanding MSRs on at least a semi-annual basis.
Business Combinations—The Company accounts for business combinations using the acquisition method of accounting, under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. The Company recognizes identifiable assets acquired (including intangible assets) and liabilities (both specific and contingent) assumed at their fair values at the acquisition date. Furthermore, acquisition-related costs, such as due diligence, legal and accounting fees, are not capitalized or applied in determining the fair value of the acquired assets. The excess of the purchase price over the fair value of the assets acquired and the liabilities assumed is recognized as goodwill. During the measurement period, the Company records adjustments to the assets acquired and liabilities assumed with corresponding adjustments to goodwill in the reporting period in which the adjustment is identified. These adjustments during the measurement period are recorded to goodwill only in circumstances where the adjustment is related to additional information obtained subsequent to the acquisition about facts and circumstances that existed at the time of the acquisition. After the measurement period, which could be up to one year after the transaction date, subsequent adjustments are recorded to the Company’s Consolidated Statements of Income.
Goodwill—The Company evaluates goodwill for impairment annually. In addition to the annual impairment evaluation, the Company evaluates at least quarterly whether events or circumstances have occurred in the period subsequent to the annual impairment testing which indicate that it is more likely than not an impairment loss has occurred. The Company’s goodwill is allocated tothree reporting units, each of which is a component of either the Capital Markets (“CM”) segment or the Servicing & Asset Management (“SAM”) segment. The Company performs its impairment testing annually as of October 1 for each reporting unit for which goodwill has been allocated. The Company’s October 1, 2025, impairment test consisted of a qualitative assessment forthree reporting units as there were no indicators of impairment.
Allowance for Risk-Sharing Obligations—Substantially all loans sold under the Fannie Mae DUS program contain partial or full risk-sharing guaranties that are based on the performance of the loan serviced in the at-risk servicing portfolio. The Company records an estimate of the loss reserve for the current expected credit losses (“CECL”) for all loans in our Fannie Mae at-risk servicing portfolio and presents this loss reserve asAllowance for risk-sharing obligationson the Consolidated Balance Sheets. The Company also has risk sharing on small balance loans (“SBL”) with Freddie Mac prior to Freddie Mac’s placing the loan into a securitization. Any losses from SBL loans borne by the Company are capped at 10% of the unpaid principal balance (“UPB”). The Company has not experienced any realized losses to date. The Company has an insignificant reserve within itsAllowance for Risk-sharing Obligations for these pre-securitized Freddie Mac SBL loans.
Overall Current Expected Credit Losses Approach
For loans evaluated collectively, the Company uses the weighted-average remaining maturity method (“WARM”) for calculating its allowance for risk-sharing obligations, the Company’s liability for the off-balance-sheet credit exposure associated with the Fannie Mae at-risk DUS loans. WARM uses a historical weighted average annual charge-off rate (“historical loss rate”) that contains loss content over multiple vintages and loan terms and is used as a foundation for estimating the collective reserve. The historical loss rate is applied to the UPB over the
contractual term, adjusted for estimated prepayments and amortization to arrive at the collective reserve for the portion of the portfolio not individually evaluated as described further below.
The Company maximizes the use of historical internal data because the Company has extensive historical data servicing Fannie Mae DUS loans from which to calculate historical loss rates and principal paydown by loan term type for its exposure to credit loss on its homogeneous portfolio of Fannie Mae DUS multifamily loans. Additionally, the Company believes its properties, loss history, and underwriting standards are not similar to public data such as loss histories for loans originated for collateralized mortgage-backed securities conduits.
Runoff Rate
One of the key inputs into a WARM calculation is the runoff rate, which is the expected rate at which loans in the current portfolio will prepay and amortize in the future. As the loans the Company originates have different original lives and run off over different periods, the Company groups loans by similar origination dates (vintage) and contractual maturity terms for purposes of calculating the runoff rate. The Company originates 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 Company uses its historical runoff rate for each of the different loan term pools as a proxy for the expected runoff rate. The Company believes that borrower behavior and macroeconomic conditions will not deviate significantly from historical performance over the approximately ten-year period in which the Company has compiled the actual loss data. The ten-year period is intended to capture the various cycles of industry performance and provides a period that is long enough to capture sufficient observations of runoff history. In addition, due to the prepayment protection provisions for Fannie Mae DUS loans, the Company has not seen significant volatility in historical prepayment rates due to gradual changes in interest rates and would not expect this to change materially in future periods.
The historical annual runoff rate is calculated for each year of a loan’s life for each vintage in the portfolio and aggregated with the calculated runoff rate for each comparable year in every vintage. For example, the annual runoff rate for the first year of loans originated in 2020 is aggregated with the annual runoff rate for the first year of loans originated in 2021, 2022, and so on to calculate the average annual runoff rate for the first year of a loan. This average runoff calculation is performed for each year of a loan’s life for each of the various loan terms to create a matrix of historical average annual runoffs by year for the entire portfolio.
The Company segments its current portfolio of at-risk DUS loans outstanding by original loan term type and years remaining and then applies the appropriate historical average runoff rates to calculate the expected remaining balance at the end of each reporting period in the future. For example, for a loan with an original ten-year term and seven years remaining, the Company applies the historical average annual runoff rate for a ten-year loan for year four to arrive at the estimated remaining UPB one year from the current period, the historical average runoff rate for year five to arrive at the estimated remaining UPB two years from the current period, and so on up to the loan’s maturity date.
Collective Reserve Calculation
Once the Company has calculated the estimated outstanding UPB for each future year until maturity for each loan term type, the Company then applies the historical loss rate (as further described below) to each future year’s estimated UPB. The Company then aggregates the allowance calculated for each year within each loan term type and for all different maturity years to arrive at the CECL reserve for the portfolio.
The historical 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 period is used as the Company believes that 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. This approach captures a recession and several economic recoveries that are a typical part of an economic cycle in the multifamily industry. The same loss rate is utilized across each loan term type as the Company has not observed any historical or industry-published data to indicate there is any difference in the occurrence probability or loss severity for a loan based on its loan origination term.
Reasonable and Supportable Forecast and Reversion Period
The Company currently usesone year for its reasonable and supportable forecast period (the “forecast period”). The Company uses a forecast of unemployment rates, historically a highly correlated indicator for multifamily occupancy rates, and general economic forecasts from third parties to assess what macroeconomic and multifamily market conditions are expected to be like over the coming year. The Company then associates the forecasted conditions with a similar historical period over the past ten years, which could be one or several years, and uses the Company’s average loss rate for that historical period as a basis for the loss rate used for the forecast period. The Company reverts to the historical loss rate over aone-year period on a straight-line basis. For all remaining years until maturity, the Company uses the historical loss rate as described above to estimate losses. The average loss rate from a historical period used for the forecast period may be qualitatively adjusted as necessary if the forecasted macroeconomic and industry conditions differ materially from the historical period.
Identification of Collateral-Based Reserves
The Company monitors the performance of each risk-sharing loan for events or conditions which may signal a potential default (probable of foreclosure). The Company’s process for identifying which risk-sharing loans may be probable of default, and thus collateral dependent, consists of an assessment of several qualitative and quantitative factors, including payment status, property financial performance, local real estate market conditions, loan-to-value ratio, debt-service-coverage ratio (“DSCR”), property condition, and financial strength of the borrower or key principals. In instances where payment under the guaranty on a specific loan is determined to be likely, the Company separately measures the expected loss through an assessment of the underlying fair value of the asset, disposition costs, and the risk-sharing percentage (the “collateral-based reserve”) through a charge to the provision for risk-sharing obligations, which is a component ofProvision (benefit) for credit losses in the Consolidated Statements of Income. These loans are not part of from the WARM calculation described above, and the associated loan-specific mortgage servicing right and guaranty obligation are written off. The expected loss on the risk-sharing obligation is dependent on the fair value of the underlying property as the loans are collateral dependent. Historically, initial recognition of a collateral-based reserve occurs at or before a loan becomes 60 days delinquent.
The amount of the collateral-based reserve considers historical loss experience, adverse situations affecting individual loans, the estimated disposition value of the underlying collateral, and the level of risk sharing. The estimate of property fair value at initial recognition of the collateral-based reserve is based on appraisals, broker opinions of value, or net operating income and market capitalization rates, depending on the facts and circumstances associated with the loan and underlying collateral. The Company regularly monitors the collateral-based reserves on all applicable loans and updates loss estimates as current information is received. The settlement with Fannie Mae is based on the actual sales price of the property and selling and property preservation costs and considers the Fannie Mae loss-sharing requirements. The maximum amount of the loss the Company absorbs at the time of settlement is 20% of the origination UPB of the loan.
Provision (Benefit) for Credit Losses—The Company records the income statement impact of the changes in the allowance for loan losses and the allowance for risk-sharing obligations and other credit losses withinProvision (benefit) for credit losses in the Consolidated Statements of Income. NOTE 4 contains additional discussion related to the allowance for risk-sharing obligations. Provision (benefit) for credit losses consisted of the following activity for the years ended December 31, 2025, 2024, and 2023:
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|---|---|---|---|---|---|---|---|
| Components of Provision (Benefit) for Credit Losses (in thousands) · 2025 · · 2024 · · 2023 | |||||||
| Provision (benefit) for loan losses | | $199 | | $11,813 | | $(4) | |
| Provision (benefit) for risk-sharing obligations | | 9,387 | | (974) | | (10,448) | |
| Provision (benefit) for credit losses | | $9,586 | | $10,839 | | $(10,452) | |
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.
Repurchase Obligations: Re-consolidation
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. At times, the Company may agree to indemnify the GSEs pursuant to a forbearance and indemnification agreement in lieu of repurchase. The indemnification, among other things, delays the repurchase of a loan for a specified period of time and fully transfers the risk of loss of the loan from the GSEs to the Company and provides the Company with control over loss-mitigation efforts. As part of the forbearance and indemnification agreement, the GSEs may require the Company to provide cash collateral to secure against future potential indemnification losses. The cash collateral is accounted for as a receivable from the GSEs and is included as a component of Receivables, net on the Consolidated Balance Sheets. The Company incurs a finance charge from the GSEs for the difference between the UPB of the loans ultimately required to be repurchased and the collateral posted.
As control over loss mitigation efforts transfers to the Company due to the indemnification, the indemnification results in the Company no longer meeting all of the conditions required to account for the original transfer as a sale. Consequently, the Company recognizes both the loan and the corresponding liability at fair value upon indemnification, which may result in a fair value loss. This loss is accreted into income over the remaining life of the loan using the effective-interest method. The indemnified loan is classified as a loan held for investment with the corresponding obligation to repurchase the loan as a secured borrowing. Loans held for investment are included as a component ofOther assets, and secured borrowings are included as a component ofOther liabilities on the Consolidated Balance Sheets. Loans that the Company repurchases are recorded at fair value upon repurchase and are accounted for and presented in the consolidated financial statements according to the Company’s intent for the loan – held for sale or held for investment. All loans that the Company has indemnified and consolidated or repurchased and not foreclosed on were held for investment as of December 31, 2025 and 2024.
Repurchase Obligations: Initial Loss Assessment
In addition to a fair value loss that might be incurred upon re-consolidation noted above, the Company also assesses whether it expects to incur any loss associated with the indemnification. In cases where the Company does believe that a loss is probable from the indemnification, it recognizes the loss through a charge to expected principal losses on loan repurchase (“loan repurchase losses”) and any expense incurred in the repurchase as initial loan repurchase costs, which are components ofIndemnified and repurchased loan expenses on the Consolidated Statements of Income. The charge to loan repurchase losses represents the estimated losses of principal from indemnifying the loan, while the charge to initial loan repurchase costs represents any additional expected expenses from the indemnification such as reimbursing the GSE for legal costs, defaulted interest, and prepayment costs from repurchasing the loan from the securitization trust. The total loss amount is classified as a liability that is included withinOther liabilities on the Consolidated Balance Sheets.
Repurchase Obligations: Credit-Deteriorated Loans
In cases where a repurchase obligation is for a credit-deteriorated loan and the Company agrees to indemnify the GSEs for the loan instead of repurchasing the loan, the loan is recorded at fair value plus the allowance for expected credit losses upon re-recognition, resulting in an initial amortized cost basis that reflects management’s estimate of lifetime expected losses as of the acquisition date. No provision for credit losses is recorded upon re-consolidation for this initial allowance for credit losses. In addition to the allowance for credit losses, a liability is recorded for the fair value of the amount indemnified (a secured borrowing). The difference between the fair value of the loan and the fair value of the secured borrowing may result in a loss. The Company also accounts for any indemnification losses for credit-deteriorated loans similar to the methodology described above in Repurchase Obligations: Initial Loss Assessment, with a charge to loan repurchase losses and a corresponding indemnification liability withinOther liabilities.
Repurchase Obligations: Subsequent Accounting
After recognizing the loan held for investment as described above, the Company assesses the loan for expected credit losses according to our CECL policies noted above and records any estimated losses as a component ofProvision (benefit) for credit losses in the Consolidated Statements of Income. The Company may incur additional repurchase costs and/or operating costs related to the loans after the initial loss assessment; these costs are recognized as indemnified and repurchased loans operating costs, a component ofIndemnified and repurchased loan expenses.
Repurchase Obligations: Loans Probable of Repurchase
In certain circumstances, the Company may become aware that a GSE is assessing a loan for a breach of representations and warranties and engage in negotiations about the potential repurchase of a loan. The negotiations may indicate to the Company that the GSE is likely to issue a repurchase request, even though that request has not been issued prior to the end of a reporting period. In such circumstances, because the Company deems the loss as probable and estimable, it records a loss contingency obligation. This loss contingency obligation includes the expected credit losses and other repurchase expenses (as described above) from the expected repurchase request. The income statement presentation is the same as described in the Repurchase Obligations: Initial Loss Assessment section above – charges toIndemnified and repurchased loan expenseson the Consolidated Statements of Income. The total of the estimated credit and non-credit losses is recorded as an indemnification reserve that is included withinOther liabilities on the Consolidated Balance Sheets.
Repurchase Obligations: Loans Indemnified but Foreclosed Upon Prior to Repurchase
In certain circumstances, the loan held for investment associated with an indemnification is extinguished by the GSEs through foreclosure. In these circumstances, the Company derecognizes the loan held for investment and recognizes an other asset. The asset is included inOther assets on the Consolidated Balance Sheets. Any expected loss from this asset is recognized as a component ofProvision (benefit) for credit losses in the Consolidated Statements of Income in the table above with a corresponding reserve that is included inOther Liabilities in the Consolidated Balance Sheets.
Foreclosure of Loans Held for Investment
When a loan held for investment is foreclosed upon, the Company derecognizes the loan held for investment and charges off the associated reserve and recognizes an other real estate owned (“OREO”) asset at fair value. The OREO is then periodically assessed for impairment. OREO assets are recorded inOther assets in the Consolidated Balance Sheets.
NOTE 5 contains additional discussion related to repurchased and indemnified loans, other assets, and OREO.
Derivative Assets and Liabilities—The Company has both designated and undesignated derivatives.
Undesignated Derivatives
Loan commitments that meet the definition of a derivative are recorded at fair value on the 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 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 ofOther Assets,on the Consolidated Balance Sheets and as a component ofLoan origination and debt brokerage fees, net of guaranty obligation in the Consolidated Income Statements), (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 ofOther Assets,on the Consolidated Balance Sheets and inFair value of expected net cash flows from**servicing, net in the Consolidated Income Statements), 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 withinLoan originations and debt brokerage fees, net in the Consolidated Statements of Income. All loan and forward sale commitments described above are undesignated derivatives.
Designated Derivatives
In connection with the issuance of the Senior Notes (as defined in NOTE 7) during the first quarter of 2025, 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 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 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 ofOther assets orOther liabilities, respectively, on the 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 inCorporate notes payable on the Consolidated Balance Sheets.
Loans Held for Sale—Loans held for sale represent originated loans that are generally transferred or sold within 60 days from the date that a mortgage loan is funded. The Company elects to measure all originated loans at fair value, unless the Company documents at the time the loan is originated that it will measure the specific loan at the lower of cost or fair value for the life of the loan. Electing to use fair value allows a better offset of the change in fair value of the loan and the change in fair value of the derivative instruments used as economic hedges. During the period prior to its sale, interest income on a loan held for sale is calculated in accordance with the terms of the individual loan. There wereno loans held for sale that were valued at the lower ofcost or fair value or on a non-accrual status as of December 31, 2025 and 2024.
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 Consolidated Balance Sheets asLoans held for sale, at fair value with a corresponding liability that is included as a component ofWarehouse notes payableon the Consolidated Balance Sheets. As of December 31, 2024, the balance of loans with a repurchase option included withinLoans held for sale, at fair value was$189.5 million. As of December 31, 2024, the corresponding liabilities included withinWarehouse notes payable (and NOTE 7) were$189.5 million. As of December 31, 2025, no such loans were included withinLoans held for sale, at fair value andno corresponding liability was included inWarehouse notes payable as in 2025 the Company has waived its repurchase option for all of the eligible loans outstanding These are not cash transactions and thus are not reflected on the Consolidated Statements of Cash Flows and will not require a future cash outlay.
Co-broker fees, which are netted againstLoan origination and debt brokerage fees, net in the Consolidated Statements of Income, were$16.5 million,$10.3 million, and$12.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Share-Based Payment—The Company recognizes compensation costs for all share-based payment awards made to employees and directors, including restricted stock and restricted stock units based on the grant date fair value. Restricted stock awards are granted without cost to the Company’s officers, employees, and non-employee directors. The fair value of the award is calculated as the fair value of the Company’s common stock on the date of grant.
Generally, the Company’s restricted stock awards for its officers and employees vest ratably over athree-year period based solely on continued employment. Restricted stock awards for non-employee directors fully vest afterone year. Awards issued to the Company's production personnel sometimes vest over a period greater than three years.
Stock option awards were granted to executive officers in the past. The Company has not granted any stock option awards since 2017 and does not expect to issue stock options for the foreseeable future. A small number of vested but unexercised stock options is outstanding as of December 31, 2025.
The Company offers a performance share plan (“PSP”) principally for the Company’s executives and certain other members of senior management. The performance period for each PSP isthree full calendar years beginning on January 1 of the grant year. Participants in the PSP receive restricted stock units (“RSUs”) on the grant date for the PSP in an amount equal to achievement of all performance targets at a maximum level. If the performance targets are met at the end of the performance period and the participant remains employed by the Company, the participant fully vests in the RSUs, which immediately convert to unrestricted shares of common stock. If the performance targets are not met at the maximum level, the participant generally forfeits a portion or all of the RSUs. Generally, if the participant is no longer employed by the Company, the participant forfeits all of the RSUs. The performance targets for all the PSPs issued by the Company are based on meeting
diluted earnings per share, return on equity, and total revenues goals. The Company records compensation expense for the PSP based on the grant-date fair value in an amount proportionate to the service time rendered by the participant and the expected achievement level of the goals.
Compensation expense for restricted shares is adjusted for actual forfeitures and is recognized on a straight-line basis, for each separately vesting portion of the award as if the award were in substance multiple awards, over the requisite service period of the award. Share-based compensation is recognized within the income statement asPersonnel, the same expense line as the cash compensation paid to the respective employees.
In 2025, the Company granted a performance award to the CEO of the Company. The award was intended to award the CEO for outperformance against the S&P Financials Index and a Company-specific total stockholder return compounded annual growth rate hurdle. The performance is measured against the goals over athree-year period. The shares achieved, if any, vest according to the following schedule after thethree-year performance measurement period: one-third immediately, one-third the year after, and the finalone-third two years after the performance period has ended. The initial fair value of this grant was measured using a Monte Carlo simulation that resulted in a fair value of$8.2 million. The fair value of the grant is amortized over thefive-year service period of the award as it qualifies as an equity-classified award.
Statement of Cash Flows—The Company records the fair value of premiums and origination fees as a component of the fair value of derivative assets on the loan commitment date and records the related income withinLoan origination and debt brokerage fees, net within the Consolidated Statements of Income. The cash for the origination fee is received upon closing of the loan, and the cash for the premium is received upon loan sale, resulting in a timing mismatch of the recognition of income and the receipt of cash in a given period when the derivative or loan held for sale remains outstanding at period end.
The Company accounts for this mismatch by recording an adjustment calledChange in the fair value of premiums and origination fees within the Consolidated Statements of Cash Flows. The amount of the adjustment reflects a reduction to cash provided by or used in operations for the amount of income recognized upon rate lock (i.e., non-cash income) for derivatives and loans held for sale outstanding at period end and an increase to cash provided by or used in operations for cash received upon loan origination or sale for derivatives and loans held for sale that were outstanding at prior period end. When income recognized upon rate lock is greater than cash received upon loan origination or sale, the adjustment is a negative amount. When income recognized upon rate lock is less than cash received upon loan origination or loan sale, the adjustment is a positive amount.
For presentation in the Consolidated Statements of Cash Flows, the Company considers pledged cash and cash equivalents (as detailed in NOTE 12) to be restricted cash and restricted cash equivalents. The following table presents a reconciliation of the total of cash, cash equivalents, restricted cash, and restricted cash equivalents as presented in the Consolidated Statements of Cash Flows to the related captions on the Consolidated Balance Sheets as of December 31, 2025, 2024, 2023, and 2022.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) · 2025 · · 2024 · · 2023 · · 2022 | ||||||||||||
| Cash and cash equivalents | $299,315 | | $279,270 | | $328,698 | | $225,949 | | ||||
| Restricted cash | | 22,772 | | | 25,156 | | | 21,422 | | | 17,676 | |
| Pledged cash and cash equivalents (NOTE 12) | 22,288 | | 23,472 | | 41,283 | | 14,658 | | ||||
| Total cash, cash equivalents, restricted cash, and restricted cash equivalents | $344,375 | | $327,898 | | $391,403 | | $258,283 | | ||||
The Company has made certain disclosures throughout the footnotes to the consolidated financial statements regarding non-cash transactions that are not reflected in the Consolidated Statements of Cash flows for the years ended December 31, 2025, 2024, and 2023. In addition to those disclosures, the following non-cash transaction is not reflected in the Consolidated Statements of Cash Flows:$6.0 million allowance charge-off of a loan held for investment for the year ended December 31, 2023.
Income Taxes—The Company files income tax returns in the applicable U.S. federal, state, and local jurisdictions and generally is subject to examination by the respective jurisdictions for three to four years from the filing of a tax return. The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted.
Deferred tax assets are recognized only to the extent that it is more likely than not that they will be realizable based on consideration of available evidence, including future reversals of existing taxable temporary differences, projected future taxable income, and tax planning strategies.
The Company had aninsignificant accrual for uncertain tax positions as of December 31, 2025 and 2024.
*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 on loans held for sale after a loan is closed and before a loan is sold. Warehouse interest income is earned 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 (including repurchased loans) with its own cash. Included in Net warehouse interest income, (expense) for the years ended December 31, 2025, 2024, and 2023 are the following components:
| · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| (in thousands) · · For the year ended December 31, | ||||||
| Components of Net Warehouse Interest Income (Expense) · 2025 · · 2024 · · 2023 | ||||||
| Warehouse interest income | | $56,212 | | $40,058 | | $44,705 |
| Warehouse interest expense | | (61,702) | | (47,091) | | (50,338) |
| Net warehouse interest income (expense) | | $(5,490) | | $(7,033) | | $(5,633) |
Pledged Securities—As collateral against its Fannie Mae risk-sharing obligations (NOTES 4 and 12), certain cash, cash equivalents, and securities have been pledged to the benefit of Fannie Mae to secure the Company's risk-sharing obligations. Substantially all of the balance ofPledged securities, at fair value within the Consolidated Balance Sheets as of December 31, 2025 and 2024 was pledged against Fannie Mae risk-sharing obligations. The Company’s investments included withinPledged securities, at fair value consist primarily of money market funds (cash equivalent) and Agency debt securities. The investments in Agency debt securities consist of multifamily Agency mortgage-backed securities (“Agency MBS”) and are all accounted for as available-for-sale (“AFS”) securities. The Company does not record an allowance for credit losses for its Agency MBS, including those whose fair value is less than amortized cost. Agency MBS carry the guarantee of payment from the Agencies, nor does the Company believe that it is more likely than not that it would be required to sell these investments before recovery of their amortized cost basis, which may be at maturity. The contractual cash flows of Agency MBS are guaranteed by the GSEs, which are government-sponsored enterprises under the conservatorship of the Federal Housing Finance Agency. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost of these securities.
Contracts with Customers—A 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 below, 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 Company’s contracts with customers is generally not complicated and is generally completed in a short period of time.
The Company provides asset management services to investors in low-income housing tax credits funds and earns an asset management fee (“AMF”). The AMF is generally a specified percentage of invested assets in the LIHTC fund. The LIHTC funds invest in low-income housing projects, typically for a period of 10-15 years to meet the qualifications for the tax credit benefit. Cash distributions are made from the low-income housing project to the LIHTC fund. These distributions are subject to significant uncertainty as to the amount and timing as they are dependent upon the availability of cash for distribution, operating performance, and liquidity of the low-income housing project investments.
Due to this significant uncertainty, the Company considers the contractual AMF to be variable consideration, substantially all of which is constrained. The Company estimates the amount of consideration not subject to the constraint at each quarterly reporting period. The amount of AMF revenue recognized each period is based on an assessment of the projected cash collections expected over the next 12 months. This projection is based on historical collections and other considerations. The Company recognized asset management fees of$26.2 million,$21.6 million, and$36.7 million for the years ended December 31, 2025, 2024, and 2023, respectively. The AMF receivable was$27.4 million as of
December 31, 2025 and$30.3 million as of December 31, 2024. The asset management fee receivable is included inReceivables, net on the Consolidated Balance Sheets, and the AMF revenue is included withinInvestment management fees in the Consolidated Statements of Income.
The following table presents information about the Company’s contracts with customers for the years ended December 31, 2025, 2024, and 2023:
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Description · 2025 · · 2024 · · 2023 · Statement of income line item | |||||||||||
| Certain loan origination fees | | $125,922 | | $99,828 | | $71,445 | | Loan origination and debt brokerage fees, net | |||
| Property sales broker fees | | | 83,519 | | | 60,583 | | | 53,966 | | Property sales broker fees |
| Investment management fees | | | 34,629 | | | 36,976 | | | 45,381 | | Investment management fees |
| Investment banking revenues, appraisal revenues, subscription revenues, syndication fees, and other revenues | | 75,894 | | 67,991 | | 87,417 | | Other revenues | |||
| Total revenues derived from contracts with customers | | $319,964 | | $265,378 | | $258,209 | | | |||
| | | | | | | | | | | | |
Loans Held for Investment, net (“LHFI”)— The Company recognizes interest income on an accrual basis except when the Company believes the collection of principal and interest in full is not reasonably assured. This generally occurs when a loan is two or more months past due according to its contractual terms. A loan is reported as past due if a full payment of principal and interest is not received within one month of its due date. When a loan is placed on nonaccrual status interest previously accrued but not collected on the loan is reversed through interest income. Cost basis adjustments on LHFI are amortized into interest income over the contractual life of the loan using the effective interest method.
Cost basis adjustments on the loan are not amortized into income while a loan is on nonaccrual status. The Company has elected not to measure an allowance for credit losses on accrued interest receivable balances as the Company has a nonaccrual policy to ensure the timely reversal of unpaid accrued interest.
The Company accounts for interest income on a cost recovery basis and the Company applies any payment received while on nonaccrual status to reduce the amortized cost of the loan. Thus, the Company does not recognize any interest income on a loan placed on nonaccrual status until the amortized cost of the loan has been reduced to zero.
A nonaccrual loan is returned to accrual status when the full collection of principal and interest is reasonably assured. The Company generally determines that the full collection of principal and interest is reasonably assured when the loan returns to current payment status. Upon a loan’s return to accrual status, the Company resumes the recognition of interest income on an accrual basis and the amortization of cost basis adjustments, if any, into interest income.
As of December 31, 2025 and 2024, loans held for investment consisted of loans repurchased or indemnified in 2025 and 2024 as discussed above. NOTE 5 contains additional details on loans held for investment and loans in nonaccrual status.
Guaranty Obligation, net—When a loan is sold under the Fannie Mae DUS program, the Company undertakes an obligation to partially guarantee the performance of the loan. Upon loan sale, a liability for the fair value of the obligation undertaken in issuing the guaranty is recognized and presented as a component of Other liabilitieson the Consolidated Balance Sheets. The recognized guaranty obligation is the fair value of the Company’s obligation to stand ready to perform and credit risk over the term of the guaranty.
The estimated fair value of the guaranty obligation is based on the present value of the cash flows expected to be paid under the guaranty over the estimated life of the loan discounted using a rate consistent with what is used for the calculation of the mortgage servicing right for each loan. The life of the guaranty obligation is the estimated period over which the Company believes it will be required to stand ready under the guaranty, which is generally the term of the loan. Subsequent to the initial measurement date, the liability is amortized over the life of the guaranty period using the straight-line method as a component of and reduction toAmortization and depreciationin the Consolidated Statements of Income.
Cash and Cash Equivalents—The term cash and cash equivalents, as used in the accompanying consolidated financial statements, includes currency on hand, demand deposits with financial institutions, and short-term, highly liquid investments purchased with an original
maturity of three months or less. The Company hadno cash equivalents, except as described inPledged Securities above, as of December 31, 2025 and 2024.
Restricted Cash—Restricted cash represents primarily good faith deposits from borrowers. The Company records a corresponding liability for the good faith deposits from borrowers withinOther liabilitieson the Consolidated Balance Sheets.
Receivables, Net—Receivables, net represents amounts currently due to the Company pursuant to contractual servicing agreements, investor good faith deposits held in escrow by others, notes receivable from the developers of affordable housing projects, asset management fees receivable, and other receivables. Substantially all of these receivables are (i) expected to be collected within a short period of time, (ii) with counterparties with high credit quality (such as the Agencies) or (iii) sufficiently collateralized by underlying assets. Additionally, the Company has not experienced any material credit losses related to these receivables. Consequently, the Company has not recorded an allowance for credit losses associated with its receivables as of December 31, 2025 and 2024.
Concentrations of Credit Risk—Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, loans held for sale, and derivative financial instruments.
The Company places the cash and temporary investments with systematically important financial institutions, which are Federal Deposit Insurance Corporation (“FDIC”) insured banks, and certain of the Company’s cash deposits exceed FDIC insurance limits. The Company believes no significant credit risk exists with these financial institutions. The counterparties to the loans held for sale and funding commitments are owners of residential multifamily properties located throughout the United States. Mortgage loans are generally transferred or sold within 60 days from the date that a mortgage loan is funded. There is no material residual counterparty risk with respect to the Company's funding commitments as each potential borrower must make a non-refundable good faith deposit when the funding commitment is executed. The counterparty to the forward sale is Fannie Mae, Freddie Mac, or a broker-dealer that has been determined to be a credit-worthy counterparty by us and our warehouse lenders. There is a risk that the purchase price agreed to by the investor will be reduced in the event of a late delivery. The risk for non-delivery of a loan primarily results from the risk that a borrower does not close on the funding commitment in a timely manner. This risk is generally mitigated by the non-refundable good faith deposit.
Leases—In the normal course of business, the Company executes lease arrangements for all of its office space. All such lease arrangements are accounted for as operating leases. The Company initially recognizes a lease liability for the obligation to make lease payments and a right-of-use (“ROU”) asset for the right to use the underlying asset for the lease term. The lease liability is measured at the present value of the lease payments over the lease term. The ROU asset is measured at the lease liability amount, adjusted for lease prepayments, accrued rent, lease incentives received, and the lessee’s initial direct costs.
These operating leases do not provide an implicit discount rate; therefore, the Company uses the incremental borrowing rate of its note payable at lease commencement to calculate lease liabilities as the terms on this debt most closely resemble the terms on the Company’s largest leases. The Company’s lease agreements often include options to extend or terminate the lease. Single lease cost related to these lease agreements is recognized on the straight-line basis over the term of the lease, which includes options to extend when it is reasonably certain that such options will be exercised and the Company knows what the lease payments will be during the optional periods.
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 the following Accounting Standards Updates (“ASUs”):
| | | | | |
|---|---|---|---|---|
| Standard | | Description | | Date of Adoption |
| 2024-03-Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses | | Requires disaggregation of expense categories within an entity’s statement of income | | January 1, 2027 |
| 2025-05-Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets | | Introduces a practical expedient for measuring credit losses for accounts receivable under Topic 326. | | January 1, 2026 |
| 2025-06-Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software | | Clarifies the starting point for capitalization of software costs. | | January 1, 2028 |
| 2025-08-Financial Instruments-Credit Losses (Topic 326): Purchased Loans | | Requires the gross-up approach for seasoned acquired financial assets similar to the accounting for purchased credit deteriorated financial assets. | | January 1, 2027 |
| 2025-09-Derivatives and Hedging (Topic 815): Hedge Accounting Improvements | | Addresses hedge accounting issues that will allow entities to achieve and maintain hedge accounting. | | January 1, 2028 |
| 2025-11-Interim Reporting (Topic 270): Narrow-Scope Improvements | | Clarifies interim disclosure requirements by providing a comprehensive list of required interim disclosures. | | January 1, 2028 |
While the Company is currently assessing the impact of these new pronouncements, the Company currently believes that the future adoption of these ASUs is not expected to have a material effect on the consolidated financial statements. There are no other recently announced but not yet effective accounting pronouncements issued that the Company believes have the potential to impact the Company’s consolidated financial statements.
As of December 31, 2025, the Company adopted ASU 2023-09Income Taxes – Improvements to Income Tax Disclosures. NOTE 14 contains additional information about the adoption of this new standard and includes the additional disclosures required by the standard. Additionally, on July 4, 2025, the One Big Beautiful Bill (“OBBB”) was signed into law. The Company has performed an assessment of the impact of the OBBB and concluded that it will not have a material impact on its taxes and financial results.
Reclassifications—The Company has made insignificant reclassifications to prior-year balances to conform to current-year presentation. Additionally, in 2025, the Company began presentingIndemnified and repurchased loan expenses andAsset impairments and other expenses on the Consolidated Statements of Income to enhance visibility around expenses related to specific events given their larger impact in 2025. Previously, these amounts were included inOther operating expenses and were disclosed throughout the notes to the consolidated financial statements. NOTE 5 and NOTE 17 contain additional detailed information onIndemnified and repurchased loan expenses andAsset impairments and other expenses, respectively.
NOTE 3—MORTGAGE SERVICING RIGHTS
The fair value of MSRs was$1.4 billion as of both December 31, 2025 and 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 | | $39.4 | |
| 200 basis point increase | | | 76.1 |
| Placement Fee Rate | | | |
| 50 basis point decrease | | $49.7 | |
| 100 basis point decrease | | | 99.5 |
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 years ended December 31, 2025 and 2024 follows:
| · · · · · · · | |||||
|---|---|---|---|---|---|
| · · For the year ended December 31, | |||||
| Roll Forward of MSRs (in thousands) · · 2025 · · 2024 | |||||
| Beginning balance | | $852,399 | | $907,415 | |
| Additions, following the sale of loan | | 178,136 | | 156,984 | |
| Amortization | | (210,536) | | (203,600) | |
| Pre-payments and write-offs | | (11,854) | | (8,400) | |
| Ending balance | | $808,145 | | $852,399 | |
The following table summarizes the gross value, accumulated amortization, and net carrying value of the Company’s MSRs as of December 31, 2025 and 2024:
| · · · · · · | ||||
|---|---|---|---|---|
| Components of MSRs (in thousands) | | December 31, 2025 | | December 31, 2024 |
| Gross value | | $1,824,350 | | $1,808,295 |
| Accumulated amortization | | (1,016,205) | | (955,896) |
| Net carrying value | | $808,145 | | $852,399 |
The expected amortization of MSRs held in the Consolidated Balance Sheet as of December 31, 2025 is shown in the table below. Actual amortization may vary from these estimates.
| | | | |
|---|---|---|---|
| · · Expected | |||
| · Amortization | |||
| Year Ending December 31, (in thousands) | | | |
| 2026 | | $199,489 | |
| 2027 | | 178,400 | |
| 2028 | | 147,206 | |
| 2029 | | 107,607 | |
| 2030 | | 69,735 | |
| Thereafter | | | 105,708 |
| Total | | $808,145 | |
The Company recorded write-offs of MSRs related to loans that were repaid prior to the expected maturity and loans that defaulted. These write-offs are included as a component of the MSR roll forward shown above and as a component ofAmortization and depreciation in the Consolidated Statements of Income. Prepayment fees totaling$9.1 million,$3.5 million, and$3.5 million were earned for 2025, 2024, and 2023, respectively, and are included as a component ofOther revenues in the Consolidated Statements of Income. Placement fees totaling$114.5 million,$137.6 million, and$127.4 million were earned for the years ended December 31, 2025, 2024, and 2023, respectively, and are included as a component ofPlacement fees and other interest income in the Consolidated Statements of Income. All other ancillary servicing fees were insignificantfor the periods presented.
Management reviews the MSRs for temporary impairment quarterly by comparing the aggregate carrying value of the MSR portfolio to the aggregate estimated fair value of the portfolio. Additionally, MSRs related to Fannie Mae loans where the Company has risk-sharing obligations are assessed for permanent impairment on an asset-by-asset basis in conjunction with the Company’s assessment of the allowance for risk-sharing obligations. Except for defaulted or prepaid loans, no temporary or permanent impairment was recognized for the years ended December 31, 2025, 2024, and 2023.
As of December 31, 2025, the weighted-average remaining life of the aggregate MSR portfolio was 5.7 years.
NOTE 4—ALLOWANCE FOR RISK-SHARING OBLIGATIONS AND GUARANTY OBLIGATION
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 CECL, for all loans in its Fannie Mae at-risk servicing portfolio and an insignificant number of Freddie Mac SBL pre-securitized loans as discussed in NOTE 2. Most loans are collectively evaluated, while a small portion is 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 balance of reserves for Freddie Mac SBL, are presented asAllowance for risk-sharing obligations on the Consolidated Balance Sheets.
Activity related to the allowance for risk-sharing obligations for the years ended December 31, 2025 and 2024 follows:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · For the year ended December 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 | | 9,387 | | (974) | | ||
| Write-offs | | — | | (468) | | ||
| Other | | | — | | | (2,000) | |
| Ending balance | | $37,546 | | $28,159 | | ||
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 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 impact during each quarter for the years ended December 31, 2025, 2024, and 2023 follows.
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · 2025 | ||||||||||
| CECL Allowance Calculation Inputs, Details, and Provision Impact · Q1 · · Q2 · · Q3 · · Q4 · · Total | ||||||||||
| Forecast-period loss rate (in basis points) | | 2.1 | | 2.1 | | 2.1 | | 2.1 | | N/A |
| Reversion-period loss rate (in basis points) | | 1.2 | | 1.2 | | 1.2 | | 1.2 | | N/A |
| Historical loss rate (in basis points) | | 0.3 | | 0.3 | | 0.3 | | 0.3 | | N/A |
| At-risk Fannie Mae servicing portfolio UPB (in billions) | $63.6 | $64.7 | $66.0 | $67.5 | | N/A | ||||
| CECL allowance (in millions) | $24.4 | $24.6 | $24.8 | $25.0 | | N/A | ||||
| Provision (benefit) for CECL allowance (in millions) | $0.2 | $0.2 | $0.1 | $0.2 | $0.7 | |||||
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · 2024 | ||||||||||
| CECL Allowance Calculation Inputs, Details, and Provision Impact · Q1 · · Q2 · · Q3 · · Q4 · · Total | ||||||||||
| Forecast-period loss rate (in basis points) | | 2.3 | | 2.3 | | 2.1 | | 2.1 | | N/A |
| Reversion-period loss rate (in basis points) | | 1.3 | | 1.3 | | 1.2 | | 1.2 | | N/A |
| Historical loss rate (in basis points) | | 0.3 | | 0.3 | | 0.3 | | 0.3 | | N/A |
| At-risk Fannie Mae servicing portfolio UPB (in billions) | $59.2 | $59.5 | $60.6 | $62.9 | | N/A | ||||
| CECL allowance (in millions) | $25.0 | $24.9 | $23.4 | $24.2 | | N/A | ||||
| Provision (benefit) for CECL allowance (in millions) | $(6.6) | $(0.1) | $(1.5) | $0.8 | $(7.4) | |||||
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · 2023 | ||||||||||
| CECL Allowance Calculation Inputs, Details, and Provision Impact · Q1 · · Q2 · · Q3 · · Q4 · · Total | ||||||||||
| Forecast-period loss rate (in basis points) | | 2.3 | | 2.3 | | 2.3 | | 2.4 | | N/A |
| Reversion-period loss rate (in basis points) | | 1.5 | | 1.5 | | 1.5 | | 1.5 | | N/A |
| Historical loss rate (in basis points) | | 0.6 | | 0.6 | | 0.6 | | 0.6 | | N/A |
| At-risk Fannie Mae servicing portfolio UPB (in billions) | $54.5 | $55.7 | $57.4 | $58.5 | | N/A | ||||
| CECL allowance (in millions) | $28.7 | $28.9 | $31.0 | $31.6 | | N/A | ||||
| Provision (benefit) CECL allowance (in millions) | $(11.0) | $0.2 | $0.5 | $0.6 | $(9.7) | |||||
During the first quarters of 2025, 2024 and 2023, the Company updated its ten-year look-back period, resulting in loss data from the earliest year being replaced with loss data for the most recently completed year. In 2024 and 2023 the look-back period updates resulted in the historical loss rate factors decreasing and the benefit for CECL allowance, as noted in the table above. The Company also increased its forecast-period and reversion-period loss rates during the three months ended March 31, 2023 to incorporate uncertain macroeconomic conditions. For the three months ended March 31, 2024, the ratio of the forecast-period loss rate to the historical loss rate increased, resulting in a much lower benefit for CECL allowance than in 2023.
The weighted-average remaining life of the at-risk Fannie Mae servicing portfolio as of December 31, 2025 was 5.1 years compared to 5.7 years as of December 31, 2024.
As of December 31, 2025,11 Fannie Mae DUS loans andthree Freddie Mac SBLs had aggregate collateral-based reserves of$12.6 million compared tothree Fannie Mae DUS loans andthree Freddie Mac SBLs that had aggregate collateral-based reserves of$4.0 million as of December 31, 2024.
Activity related to the guaranty obligation for the years ended December 31, 2025 and 2024 follows:
| · · · · · · · | |||||
|---|---|---|---|---|---|
| · · For the year ended December 31, | |||||
| Roll Forward of Guaranty Obligation (in thousands) · · 2025 · · 2024 | |||||
| Beginning balance | | $35,980 | | $39,868 | |
| Additions, following the sale of loan | | 5,679 | | 4,218 | |
| Amortization and write-offs | | (8,735) | | (8,106) | |
| Ending balance | | $32,924 | | $35,980 | |
As of December 31, 2025 and 2024, the maximum quantifiable contingent liability associated with the Company’s guarantees for the at-risk loans serviced under the Fannie Mae DUS agreement was$14.1 billion and$12.9 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 – INDEMNIFIED AND REPURCHASED LOANS
The Company has repurchased, agreed to indemnify, or expects to indemnify the GSEs for $221.6 million of loans that were originated for the GSEs’ programs. In 2025, the Company received requests from one of the GSEs to repurchase loans with an aggregate unpaid principal balance (“UPB”) of $100.0 million as a result of fraudulent documentation submitted by the borrower in connection with the loans. The Company executed a forbearance and indemnification agreement with the GSE for loans with a UPB of $50.7 million that delays the repurchase of the loans until the fourth quarter of 2027 pursuant to which the Company agreed to indemnify the GSE against any losses until the repurchase date. A small portion of these loans were purchased credit deteriorated, and the Company recognized an insignificant allowance for credit losses and discount attributable to these loans. Additionally, the Company is in negotiations to enter into a forbearance and indemnification agreement with the GSE for the remaining $49.3 million of loans. Additionally, the Company believes that it is probable that the GSE will deliver a repurchase request for another $34.3 million of loans. If the Company fails to reach an agreement on a forbearance and indemnification agreement or some other form of increased loss sharing on either portfolio of loans, the Company may be required to repurchase these loans in 2026, resulting in a cash outlay for the UPB of the loans and any costs associated with repurchasing these loans.
During 2024, the Company received requests to repurchase five GSE loans totaling $87.3 million. As of December 31, 2025, the Company has repurchased four of the loans, totaling $52.5 million, and has a forbearance and indemnification agreement in place for the other loan (this is the other asset referenced in NOTE 2) totaling $24.1 million. The forbearance and indemnification agreement for the other asset expires on March 29, 2026, at which time the Company would, absent an extension, be expected to repurchase the other asset. The Company is in the process of negotiating a six-month extension of the forbearance and indemnification agreement to delay the repurchase until September 2026.
A summary of the Company’s indemnified and repurchased loans and their location on the Consolidated Balance Sheets as of December 31, 2025 and 2024 follows:
| | | | | | |
|---|---|---|---|---|---|
| | As of December 31, | ||||
| Other Assets Related to Indemnified and Repurchased Loans (in thousands) · 2025 · · 2024 | |||||
| Other Assets | | | | | |
| Loans held for investment | | | | | |
| Indemnified loans | $46,253 | | $24,617 | ||
| Repurchased loans | 36,926 | | 12,309 | ||
| Allowance for loan losses | (5,410) | | (4,060) | ||
| Loans held for investment, net | $77,769 | | $32,866 | ||
| OREO | | 14,756 | | | 14,756 |
| Other asset, net | | 24,124 | | | 25,524 |
| Total other assets related to indemnified and repurchased loans | $116,649 | | $73,146 | ||
| | | | | | |
| Other Liabilities Related to Indemnified and Repurchased Loans (in thousands) | | | | | |
| Secured borrowings | $83,402 | | $59,441 | ||
| Indemnification reserves (1) | | 23,920 | | | 5,527 |
| Total other liabilities related to indemnified and repurchased loans | $107,322 | | $64,968 | ||
| (1) | NOTE 2 contains information about the nature of these reserves. |
| | | | | | |
|---|---|---|---|---|---|
| | As of December 31, | ||||
| Maximum Expected Future Payments (in thousands) · 2025 · · 2024 | |||||
| Secured Borrowings | $83,402 | | $59,441 | ||
| Collateral for Secured borrowings (1) | | (22,668) | | | (12,538) |
| Total | $60,734 | | $46,903 | ||
| (1) | Collateral for secured borrowings is included in Receivables, net on the Consolidated Balance Sheets. |
In addition to the provision for credit losses related to the indemnified and repurchased loan portfolio, the Company also incurs costs related to operating the indemnified and repurchased loans and other asset. A summary of losses related to indemnified and repurchased loans for the years ended December 31, 2025 and 2024 follows (there were no such costs in 2023 as the Company received its first ever repurchase request in 2024):
| | | | | | |
|---|---|---|---|---|---|
| | For the year ended December 31, | ||||
| Impact of Indemnified and Repurchased Loans (in thousands) · 2025 · · 2024 | |||||
| Initial loan repurchase costs | $8,318 | | $7,041 | ||
| Indemnified and repurchased loan operating costs | | 12,440 | | | 3,532 |
| Expected principal losses on loan repurchase ("loan repurchase losses") | 20,092 | | — | ||
| Indemnified and repurchased loan expenses | $40,850 | | $10,573 | ||
| | | | | | |
| Provision (benefit) for loan losses — Indemnified Loans (1) | $199 | | $11,860 | ||
| Total impact of indemnified and repurchased loans | $41,049 | | $22,433 | ||
| (1) | Included as a component of Provision (benefit) for credit losses in the Consolidated Statements of Income. |
A portion of the indemnified and repurchased loans above are on nonaccrual status. A summary of these loans as of December 31, 2025 and 2024 follows:
| | | | | | |
|---|---|---|---|---|---|
| | As of December 31, | ||||
| Non-accrual Loans (in thousands) · 2025 · · 2024 | |||||
| Loans held for investment UPB | $48,630 | | $36,926 | ||
| Cost basis and fair value adjustments, net | | 1,331 | | | — |
| Allowance for loan losses | | (5,410) | | | (4,060) |
| Non-accrual Loans, net | $44,551 | | $32,866 | ||
NOTE 6—SERVICING
The total unpaid principal balance of loans the Company was servicing for various institutional investors was$144.0 billion as of December 31, 2025 compared to$135.3 billion as of December 31, 2024.
As of December 31, 2025 and 2024, custodial deposit accounts relating to loans serviced by the Company totaled$3.1 billion and$2.7 billion, respectively. These amounts are not included in the Consolidated Balance Sheets as such amounts are not Company assets; however, the Company is entitled to placement fees on these escrow deposits, presented withinPlacement fees and other interest income in the Consolidated Statements of Income. Certain cash deposits exceed the FDIC insured limits; however, the Company believes it has mitigated this risk by holding uninsured deposits at large national banks.
NOTE 7—WAREHOUSE AND CORPORATE NOTES PAYABLE
Warehouse Facilities
As of December 31, 2025, to provide financing to borrowers under the Agencies’ programs, the Company had committed and uncommitted warehouse lines of credit in the amountof$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 an Adjusted Term Secured Overnight Financing Rate (“SOFR”).
The interest rate for all our warehouse facilities is based on SOFR. The maximum amount and outstanding borrowings underWarehouse notes payable as of December 31, 2025 and 2024 follow:
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2025 · · · | |||||||||||||||
| (dollars 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 | | $77,825 | SOFR plus 1.30% | | |||
| Agency Warehouse Facility #2 | | 700,000 | | | 300,000 | | | 1,000,000 | | 382,608 | | SOFR plus 1.30% | | ||
| Agency Warehouse Facility #3 | | 425,000 | | | 425,000 | | | 850,000 | | 64,403 | SOFR plus 1.30% | | |||
| Agency Warehouse Facility #4 | | | 150,000 | | | 225,000 | | | 375,000 | | | 122,711 | | SOFR plus 1.30% to 1.35% | |
| Agency Warehouse Facility #5 | | | — | | | 1,000,000 | | | 1,000,000 | | | 100,217 | | SOFR plus 1.45% | |
| Total National Bank Agency Warehouse Facilities | | $1,600,000 | | | 2,200,000 | | | 3,800,000 | | $747,764 | | | | ||
| Fannie Mae repurchase agreement, uncommitted line and open maturity | | — | | | 1,500,000 | | | 1,500,000 | | 672,899 | | | |||
| Total Agency Warehouse Facilities | | $1,600,000 | | | 3,700,000 | | | 5,300,000 | | $1,420,663 | | | | ||
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2024 · · | |||||||||||||||
| (dollars 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 | | $69,401 | SOFR plus 1.30% | | |||||
| Agency Warehouse Facility #2 | | 700,000 | | 300,000 | | 1,000,000 | | 137,792 | SOFR plus 1.30% | | |||||
| Agency Warehouse Facility #3 | | 425,000 | | 425,000 | | 850,000 | | 102,463 | SOFR plus 1.30% | | |||||
| Agency Warehouse Facility #4 | | | 150,000 | | | 225,000 | | | 375,000 | | | 66,861 | | SOFR plus 1.30% to 1.35% | |
| Agency Warehouse Facility #5 | | | 50,000 | | | 950,000 | | | 1,000,000 | | | 11,461 | SOFR plus 1.45% | | |
| Total National Bank Agency Warehouse Facilities | | $1,650,000 | | $2,150,000 | | $3,800,000 | | $387,978 | | | | ||||
| Fannie Mae repurchase agreement, uncommitted line and open maturity | | — | | 1,500,000 | | 1,500,000 | | 204,542 | | | | ||||
| Total Agency Warehouse Facilities | | $1,650,000 | | $3,650,000 | | $5,300,000 | | $592,520 | | | | ||||
| Liabilities associated with loans held for sale due to a repurchase option (NOTE 2) | | | — | | | — | | | — | | | 189,452 | | | |
| Total Borrowings | | $1,650,000 | | $3,650,000 | | $5,300,000 | | $781,972 | | | | ||||
| (1) | Interest rate presented does not include the effect of any interest rate floors. |
Interest expense under the warehouse notes payable for the years ended December 31, 2025, 2024, and 2023 aggregated to$61.7 million,$47.1 million, and$50.3 million, respectively. Included in interest expense in 2025, 2024, and 2023 were the amortization of facility fees totaling$2.1 million,$2.4 million, and$3.2 million, respectively. The warehouse notes payable are subject to various financial covenants, and the Company was in compliance with all such covenants as of December 31, 2025.
Agency Warehouse Facilities
The following section provides a summary of the key terms related to each of the Agency Warehouse Facilities. The Company believes that thefive committed and uncommitted credit facilities from national banks and the uncommitted credit facility from Fannie Mae provide the Company with sufficient borrowing capacity to conduct its Agency lending operations. The Agency Warehouse agreements contain certain affirmative and negative covenants that are binding on the Company’s operating subsidiary, Walker & Dunlop, LLC (which are in some cases subject to exceptions), including, but not limited to, restrictions on its ability to assume, guarantee, or become contingently liable for the obligation of another person, to undertake certain fundamental changes such as reorganizations, mergers, amendments to the Company’s certificate of formation or operating agreement, liquidations, dissolutions or dispositions or acquisitions of assets or businesses, to cease to be directly or indirectly wholly owned by the Company, to pay any subordinated debt in advance of its stated maturity or to take any action that would cause Walker & Dunlop, LLC to lose all or any part of its status as an eligible lender, seller, servicer or issuer or any license or approval required for it to engage in the business of originating, acquiring, or servicing mortgage loans.
Agency Warehouse Facility #1:
The Company has a warehousing credit and security agreement with a national bank for a$325.0 million committed warehouse line that is scheduled to mature on August 26, 2026. The agreement provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans. Advances are made at 100% of the loan balance and borrowings under this line bear interest at SOFR plus 130 basis points. In addition to the committed borrowing capacity, the agreement provides$250.0 million of uncommitted borrowing capacity that bears interest at the same rate as the committed facility. During 2025, the Company executed an amendment to the warehouse agreement related to this facility that extended the maturity date.
Agency Warehouse Facility #2:
The Company has a warehousing credit and security agreement with a national bank for a$700.0 million committed warehouse line that is scheduled to mature on April 10, 2026. The committed warehouse facility provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans. Advances are made at 100% of the loan balance, and borrowings under this line bear interest at SOFR plus 130 basis points. In addition to the committed borrowing capacity, the agreement provides$300.0 million of uncommitted borrowing capacity that bears interest at the same rate as the committed facility. During 2025, the Company executed an amendment to the warehouse agreement related
to this facility that extended the maturity date. In February 2026, the Company executed an amendment to the warehousing credit and security agreement that, among other things, reduced the interest rate to SOFR plus 120 basis points.
Agency Warehouse Facility #3:
The Company has a$425.0 million committed warehouse credit and security agreement with a national bank that is scheduled to mature on May 15, 2026. The committed warehouse facility provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD and FHA loans. Advances are made at 100% of the loan balance, and the borrowings under the warehouse agreement bear interest at a rate of SOFR plus 130 basis points. In addition to the committed borrowing capacity, the agreement provides$425.0 million of uncommitted borrowing capacity that bears interest at the same rate as the committed facility. During 2025, the Company executed an amendment to the warehouse agreement related to this facility that extended the maturity date.
Agency Warehouse Facility #4:
The Company has a$150.0 million committed warehouse credit and security agreement with a national bank that is scheduled to mature on June 22, 2026. The committed warehouse facility provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans and has a sublimit of$75.0 million to fund defaulted HUD and FHA loans. Advances are made at 100% of the loan balance, and the borrowings under the warehouse agreement bear interest at a rate of SOFR plus 135 basis points. In addition to the committed borrowing capacity, the agreement provides$225.0 million of uncommitted borrowing capacity that bears interest at a rate of SOFR plus 130 basis points. During 2025, the Company executed an amendment to the warehouse agreement related to this facility that extended the maturity date.
Agency Warehouse Facility #5:
The Company has a master repurchase agreement with a national bank for a $1.0 billion uncommitted advance credit facility that is scheduled to mature on September 10, 2026. The facility provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans. Advances are made at 100% of the loan balance, and the borrowings under the repurchase agreement bear interest at a rate of SOFR plus 145 basis points. During 2025, the Company executed an amendment to the warehouse agreement related to this facility that extended the maturity date, decreased the committed borrowing capacity tozero, and increased the uncommitted borrowing capacity to $1.0 billion.
No other material modifications were made to the Agency warehouse agreements during 2025.
Uncommitted Agency Warehouse Facility:
The Company has a$1.5 billion uncommitted facility with Fannie Mae under its As Soon As Pooled funding program. After approval of certain loan documents, Fannie Mae will fund loans after closing, and the advances are used to repay the primary warehouse line. Fannie Mae will advance 99% of the loan balance. There is no expiration date for this facility. The uncommitted facility has no specific negative or financial covenants.
The Agency Warehouse Facilities require compliance with certain financial covenants, which are measured for the Company and its subsidiaries on a consolidated basis, which include but are not limited to minimum tangible net worth requirements, minimum liquidity requirements, minimum servicing portfolio UPB requirements, debt service coverage ratios, and other customary financial covenants. The agreements contain customary events of default, which are in some cases subject to certain exceptions, thresholds, notice requirements, and grace periods. The warehouse agreements contain cross-default provisions, such that if a default occurs under any of the Company’s warehouse agreements, generally the lenders under the other warehouse agreements could also declare a default. The Company is in compliance with all of its Agency warehouse facility covenants.
The Company, through its LIHTC operations, has a warehouse line of credit with a national bank that is used to fund the Company’sCommitted investments in tax credit equity before transferring them to a tax credit fund. The warehouse facility is a revolving commitment that is scheduled to mature on April 5, 2026, carries an interest rate of SOFR plus 280 basis points, and has an outstanding balance of $26.0 million as of December 31, 2025.
Corporate notes payable
As of December 31, 2024, the Company’s Corporate 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 10, 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 withinAsset impairment and other expenses in the 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 ofone or more incremental term loan facilities and/orone 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 (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).
The following table shows the components of the Corporate notes payable as of December 31, 2025 and 2024:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| · · December 31, · · | ||||||||
| (in thousands, unless otherwise specified) · · 2025 · · 2024 · · Interest rate and repayments | ||||||||
| Term Loan Note Payable | | | | | | | | |
| Unpaid principal balance | | $446,625 | | $778,481 | | Quarterly principal payments of $1.1 million in 2025 and $2.0 million in 2024. | ||
| Unamortized debt discount | | | (2,688) | | | (3,484) | | |
| Unamortized debt issuance costs | | | (8,681) | | | (6,953) | | |
| Carrying balance | | $435,256 | | $768,044 | | | ||
| | | | | | | | | |
| Senior Notes | | | | | | | | |
| Unpaid principal balance | | $400,000 | | $— | | No recurring principal payments. Stated interest rate is 6.625% Interest rate swapped to SOFR + 257 basis points. | ||
| Fair value adjustment (NOTE 10) | | | 927 | | | — | | |
| Unamortized debt issuance costs | | | (6,965) | | | — | | |
| Carrying balance | | $393,962 | | $— | | | ||
| | | | | | | | | |
| Corporate notes payable | | $829,218 | | $768,044 | | | ||
| | | | | | | | | |
The scheduled maturities, as of December 31, 2025, for the aggregate of the warehouse notes payable and Corporate notes payable are shown below. The warehouse notes payable obligations are incurred in support of the related loans held for sale. Amounts advanced under the warehouse notes payable for loans held for sale are included in the subsequent year as the amounts are usually drawn and repaid within 60 days. The amounts below related to the Term Debt note payable include only the quarterly and final principal payments required by the related credit agreement (i.e., the non-contingent payments) and do not include any principal payments that are contingent upon Company cash flow, as defined in the Credit Agreement (i.e., the contingent payments). The maturities below are in thousands.
| | | | | |
|---|---|---|---|---|
| Year Ending December 31, · · Maturities · | ||||
| 2026 | | $1,451,117 | | |
| 2027 | | | 4,500 | |
| 2028 | | | 4,500 | |
| 2029 | | | 4,500 | |
| 2030 | | | 4,500 | |
| Thereafter | | | 824,125 | |
| Total | | $2,293,242 | | |
All of the debt instruments, including the warehouse facilities, are senior obligations of the Company. All warehouse notes payable balances associated with loans held for sale and outstanding as of December 31, 2025 were or are expected to be repaid in 2026.
Interest on the Company’s warehouse notes payable and Corporate notes payable are based on SOFR including the Senior Unsecured Note which has a stated fixed interest rate of 6.625% but was hedged through an interest rate swap to a variable rate of SOFR plus 257 basis points.
NOTE 8—SEG****MENTS
Reportable 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”)—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”)—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 before taxes at each segment, except for significant one-time tax activities, which are allocated entirely to the segment impacted by the tax activity. |
The following tables provide a summary and reconciliation of each segment’s results and balances as of and for the years ended December 31, 2025, 2024, and 2023.
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Segment Results and Total Assets (dollars in thousands, except per share data and ratios) · · As of and for the year ended December 31, 2025 · | |||||||||||||
| Revenues | | | CM | | | SAM | | | Corporate | | | Consolidated | |
| Loan origination and debt brokerage fees, net | | $336,947 | | $5,202 | | $— | | $342,149 | | ||||
| Fair value of expected net cash flows from servicing, net of guaranty obligation | | | 179,681 | | | — | | | — | | | 179,681 | |
| Servicing fees | | | — | | | 337,442 | | | — | | | 337,442 | |
| Property sales broker fees | | | 83,519 | | | — | | | — | | | 83,519 | |
| Investment management fees | | | — | | | 34,629 | | | — | | | 34,629 | |
| Net warehouse interest income (expense) | | | (5,490) | | | — | | | — | | | (5,490) | |
| Placement fees and other interest income | | | — | | | 137,864 | | | 14,720 | | | 152,584 | |
| Other revenues | | | 52,293 | | | 51,427 | | | 6,072 | | | 109,792 | |
| Total revenues | | $646,950 | | $566,564 | | $20,792 | | $1,234,306 | | ||||
| | | | | | | | | | | | | | |
| Expenses | | | | | | | | | | | | | |
| Personnel(1) | | $475,286 | | $89,552 | | $82,971 | | $647,809 | | ||||
| Amortization and depreciation | | | 4,579 | | | 225,640 | | | 8,463 | | | 238,682 | |
| Provision (benefit) for credit losses | | — | | | 9,586 | | | — | | | 9,586 | | |
| Interest expense on corporate debt | | 17,506 | | | 41,345 | | | 5,864 | | | 64,715 | | |
| Goodwill impairment | | | — | | | — | | | — | | | — | |
| Fair value adjustments to contingent consideration liabilities | | | — | | | (8,243) | | | — | | | (8,243) | |
| Indemnified and repurchased loan expenses | | | — | | | 40,850 | | | — | | | 40,850 | |
| Asset impairments and other expenses | | | 2,742 | | | 28,584 | | | 5,420 | | | 36,746 | |
| Other operating expenses | | 21,162 | | | 21,398 | | | 82,603 | | | 125,163 | | |
| Total expenses | | $521,275 | | $448,712 | | $185,321 | | $1,155,308 | | ||||
| Income (loss) before taxes | | $125,675 | | $117,852 | | $(164,529) | | $78,998 | | ||||
| Income tax expense (benefit) | | 35,019 | | | 32,839 | | | (45,845) | | 22,013 | | ||
| Net income (loss) before noncontrolling interests and temporary equity holders | | $90,656 | | $85,013 | | $(118,684) | | $56,985 | | ||||
| Less: net income (loss) from noncontrolling interests | | $— | | $(99) | | $— | | $(99) | | ||||
| Less: net income (loss) attributable to temporary equity holders | | | 837 | | | — | | | — | | | 837 | |
| Walker & Dunlop net income (loss) | | $89,819 | | $85,112 | | $(118,684) | | $56,247 | | ||||
| | | | | | | | | | | | | | |
| Total assets | | $2,031,815 | | $2,425,954 | | $601,709 | | $5,059,478 | | ||||
| Diluted EPS | | $2.62 | | $2.48 | | $(3.46) | | $1.64 | | ||||
| Operating margin | | | 19% | | 21% | | (791)% | | 6% | ||||
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Segment Results and Total Assets (dollars in thousands, except per share data and ratios) · · As of and for the year ended December 31, 2024 · | |||||||||||||
| Revenues | | | CM | | | SAM | | | Corporate | | | Consolidated | |
| Loan origination and debt brokerage fees, net | | $271,996 | | $4,566 | | $— | | $276,562 | | ||||
| Fair value of expected net cash flows from servicing, net of guaranty obligation | | | 153,593 | | | — | | | — | | | 153,593 | |
| Servicing fees | | | — | | | 325,644 | | | — | | | 325,644 | |
| Property sales broker fees | | | 60,583 | | | — | | | — | | | 60,583 | |
| Investment management fees | | | — | | | 36,976 | | | — | | | 36,976 | |
| Net warehouse interest income (expense) | | | (8,780) | | | 1,747 | | | — | | | (7,033) | |
| Placement fees and other interest income | | | — | | | 153,350 | | | 14,611 | | | 167,961 | |
| Other revenues | | | 47,449 | | | 69,366 | | | 1,389 | | | 118,204 | |
| Total revenues | | $524,841 | | $591,649 | | $16,000 | | $1,132,490 | | ||||
| | | | | | | | | | | | | | |
| Expenses | | | | | | | | | | | | | |
| Personnel(1) | | $399,256 | | $83,050 | | $76,940 | | $559,246 | | ||||
| Amortization and depreciation | | | 4,551 | | | 226,067 | | | 6,931 | | | 237,549 | |
| Provision (benefit) for credit losses | | — | | | 10,839 | | | — | | 10,839 | | ||
| Interest expense on corporate debt | | 19,489 | | | 43,834 | | | 6,363 | | 69,686 | | ||
| Goodwill impairment | | | 33,000 | | | — | | | — | | | 33,000 | |
| Fair value adjustments to contingent consideration liabilities | | | (39,491) | | | (10,830) | | | — | | | (50,321) | |
| Indemnified and repurchased loan expenses | | | — | | | 10,573 | | | — | | | 10,573 | |
| Asset impairments and other expenses | | | 460 | | | 721 | | | — | | | 1,181 | |
| Other operating expenses | | 20,284 | | | 31,770 | | | 77,182 | | 129,236 | | ||
| Total expenses | | $437,549 | | $396,024 | | $167,416 | | $1,000,989 | | ||||
| Income (loss) before taxes | | $87,292 | | $195,625 | | $(151,416) | | $131,501 | | ||||
| Income tax expense (benefit) | | 20,275 | | | 45,437 | | | (35,169) | | 30,543 | | ||
| Net income (loss) before noncontrolling interests | | $67,017 | | $150,188 | | $(116,247) | | $100,958 | | ||||
| Less: net income (loss) from noncontrolling interests | | 353 | | | (7,562) | | | — | | (7,209) | | ||
| Walker & Dunlop net income (loss) | | $66,664 | | $157,750 | | $(116,247) | | $108,167 | | ||||
| | | | | | | | | | | | | | |
| Total assets | | $1,407,206 | | $2,439,986 | | $534,801 | | $4,381,993 | | ||||
| Diluted EPS | | $1.97 | | $4.65 | | $(3.43) | | $3.19 | | ||||
| Operating margin | | | 17% | | 33% | | (946)% | | 12% | ||||
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Segment Results and Total Assets (dollars in thousands, except per share data and ratios) · As of and for the year ended December 31, 2023 · | |||||||||||||
| Revenues | | | CM | | | SAM | | | Corporate | | | Consolidated | |
| Loan origination and debt brokerage fees, net | | $232,625 | | $1,784 | | $— | | $234,409 | | ||||
| Fair value of expected net cash flows from servicing, net of guaranty obligation | | | 141,917 | | | — | | | — | | | 141,917 | |
| Servicing fees | | | — | | | 311,914 | | | — | | | 311,914 | |
| Property sales broker fees | | | 53,966 | | | — | | | — | | | 53,966 | |
| Investment management fees | | | — | | | 45,381 | | | — | | | 45,381 | |
| Net warehouse interest income (expense) | | | (9,497) | | | 3,864 | | | — | | | (5,633) | |
| Placement fees and other interest income | | | — | | | 141,374 | | | 13,146 | | | 154,520 | |
| Other revenues | | | 57,755 | | | 59,526 | | | 685 | | | 117,966 | |
| Total revenues | | $476,766 | | $563,843 | | $13,831 | | $1,054,440 | | ||||
| | | | | | | | | | | | | | |
| Expenses | | | | | | | | | | | | | |
| Personnel(1) | | $375,450 | | $74,407 | | $64,433 | | $514,290 | | ||||
| Amortization and depreciation | | | 4,550 | | | 214,978 | | | 7,224 | | | 226,752 | |
| Provision (benefit) for credit losses | | — | | | (10,452) | | | — | | (10,452) | | ||
| Interest expense on corporate debt | | 18,779 | | | 42,489 | | | 7,208 | | 68,476 | | ||
| Goodwill impairment | | | 62,000 | | | — | | | — | | 62,000 | | |
| Fair value adjustments to contingent consideration liabilities | | | (62,500) | | | — | | | — | | (62,500) | | |
| Indemnified and repurchased loan expenses | | | — | | | — | | | — | | | — | |
| Asset impairments and other expenses | | | (1,157) | | | 550 | | | — | | | (607) | |
| Other operating expenses | | 21,151 | | | 28,032 | | | 69,101 | | 118,284 | | ||
| Total expenses | | $418,273 | | $350,004 | | $147,966 | | $916,243 | | ||||
| Income (loss) before taxes | | $58,493 | | $213,839 | | $(134,135) | | $138,197 | | ||||
| Income tax expense (benefit) | | 14,824 | | | 54,198 | | | (33,996) | | 35,026 | | ||
| Net income (loss) before noncontrolling interests | | $43,669 | | $159,641 | | $(100,139) | | $103,171 | | ||||
| Less: net income (loss) from noncontrolling interests | | 2,489 | | | (6,675) | | | — | | (4,186) | | ||
| Walker & Dunlop net income (loss) | | $41,180 | | $166,316 | | $(100,139) | | $107,357 | | ||||
| | | | | | | | | | | | | | |
| Total assets | | $1,193,137 | | $2,273,033 | | $586,177 | | $4,052,347 | | ||||
| Diluted EPS | | $1.22 | | $4.93 | | $(2.97) | | $3.18 | | ||||
| Operating margin | | | 12% | | 38% | | (970)% | | 13% | ||||
| (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. |
Concentrations
The Company is one of the leading commercial real estate services and finance companies in the United States, with a primary focus on multifamily lending. The Company originates a range of multifamily and other commercial real estate loans that are sold to the Agencies or placed with institutional investors. The Company also services nearly all of the loans it sells to the Agencies and some of the loans that it places with institutional investors. The majority of the Company’s operations involve the delivery and servicing of loan products for its customers through its Capital Markets and Servicing & Asset Management reportable segments, respectively. A single customer represented 36.9%,35.6%, and 34.8% of total revenues for the years ended December 31, 2025, 2024, and 2023, respectively, as reported through the CM and SAM reportable segments.
As of both December 31, 2025 and 2024, no one borrower/key principal accounted for more than 3% of our total risk-sharing loan portfolio.
An analysis of the product concentrations that impact the Company’s debt financing and servicing revenues is shown in the following tables. This information is based on the distribution of the loans sold or serviced for others.
The principal balance of the loans serviced for others, by product, as of December 31, 2025, 2024, and 2023 follows:
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · As of December 31, · | ||||||||||
| Loan Servicing Portfolio by Product (in thousands) · · 2025 · · 2024 · · 2023 | ||||||||||
| Fannie Mae | | $72,708,372 | | $68,196,744 | | $63,699,106 | | |||
| Freddie Mac | | | 42,595,441 | | | 39,185,091 | | | 39,330,545 | |
| Ginnie Mae-HUD | | | 11,563,020 | | | 10,847,265 | | | 10,460,884 | |
| Other | | | 17,111,320 | | | 17,057,912 | | | 16,980,989 | |
| Total | | $143,978,153 | | $135,287,012 | | $130,471,524 | | |||
The volume of debt financing by product for the years ended December 31, 2025, 2024, and 2023 follows:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · For the year ended December 31, | |||||||||
| Debt Financing by Product (in thousands) · · 2025 · · 2024 · · 2023 | |||||||||
| Fannie Mae | | $9,552,425 | | $7,641,161 | | $7,021,397 | |||
| Freddie Mac | | | 8,248,816 | | | 5,227,550 | | | 4,568,935 |
| Ginnie Mae-HUD | | | 915,524 | | | 588,529 | | | 678,889 |
| Brokered | | | 22,076,680 | | | 16,093,776 | | | 11,714,888 |
| Principal Lending and Investing | | | 690,250 | | | 603,650 | | | 218,750 |
| Total | | $41,483,695 | | $30,154,666 | | $24,202,859 | |||
NOTE 9—GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and Acquisition Activities
A summary of the Company’s goodwill by reportable segments as of and for the years ended December 31, 2025 and 2024 follows:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · For the year ended December 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 | | — | | | — | | | — | | — | | | — | | — | |||
| Measurement-period and other adjustments | | | — | | | — | | | — | | | — | | | — | | | — |
| 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 | | | — | | | — | | | — | | | 33,000 | | | — | | | 33,000 |
| Ending accumulated goodwill impairment | | $95,000 | | $— | | $95,000 | | $95,000 | | $— | | $95,000 | ||||||
| | | | | | | | | | | | | | | | | | | |
| Goodwill | | $429,189 | | $439,521 | | $868,710 | | $429,189 | | $439,521 | | $868,710 | ||||||
(1) As of both December 31, 2025 and 2024, no goodwill was allocated to the Corporate reportable segment.
The Company didnot recognize any goodwill impairment in connection with its annual impairment evaluation performed on October 1, 2025 compared to$33.0 million of impairment during its October 1, 2024 evaluation. The estimated fair value ofone reporting unit in 2024
declined below its carrying value. The Company estimated the fair value of the reporting unit based on discounted cash flow models that utilized significant unobservable inputs and assumptions.
Other Intangible Assets
The Company’s other intangible assets consist primarily of acquired customer contracts and technology intellectual property intangibles. The Company hadno indefinite-lived intangible assets as of December 31, 2025 and 2024, and assesses its other intangible assets for impairment periodically. Activity related to other intangible assets for the years ended December 31, 2025 and 2024 follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · For the year ended December 31, | ||||||
| Roll Forward of Other Intangible Assets (in thousands) · · 2025 · · 2024 | ||||||
| Beginning balance | | $156,893 | | $181,975 | ||
| Additions from acquisitions | | — | | — | ||
| Amortization | | | (15,016) | | | (15,016) |
| Write-offs(1) | | — | | (10,066) | ||
| Ending balance | | $141,877 | | $156,893 | ||
(1) Amortization and Write-offs of Other Intangible Assets are recognized inAmortization and depreciation in the Consolidated Statements of Income.
The following table summarizes the gross value, accumulated amortization, and net carrying value of the Company’s other intangible assets as of December 31, 2025 and December 31, 2024:
| · · · · · · | ||||
|---|---|---|---|---|
| Components of Other Intangible Assets (in thousands) | | December 31, 2025 | | December 31, 2024 |
| Gross value | | $208,782 | | $210,616 |
| Accumulated amortization | | (66,905) | | (53,723) |
| Net carrying value | | $141,877 | | $156,893 |
The expected amortization of other intangible assets shown in the Consolidated Balance Sheet as of December 31, 2025 is shown in the table below. Actual amortization may vary from these estimates.
| | | | |
|---|---|---|---|
| · · Expected | |||
| · · Amortization | |||
| Year Ending December 31, (in thousands) | | | |
| 2026 | | $15,016 | |
| 2027 | | 15,016 | |
| 2028 | | 15,016 | |
| 2029 | | 14,952 | |
| 2030 | | 14,946 | |
| Thereafter | | | 66,931 |
| Total | | $141,877 | |
As of December 31, 2025, the weighted average remaining life of all the other intangible assets was 9.9 years.
Contingent Consideration Liabilities
A summary of the Company’s contingent consideration liabilities, which are included inOther liabilities, as of and for the years ended December 31, 2025 and 2024 follows:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · For the year ended December 31, · | |||||||
| Roll Forward of Contingent Consideration Liabilities (in thousands) · · 2025 · · 2024 · | |||||||
| Beginning balance | | $30,537 | | $113,546 | | ||
| Accretion | | | 116 | | | 1,629 | |
| Fair value adjustments | | | (8,243) | | | (50,321) | |
| Payments | | | (12,747) | | | (34,317) | |
| Ending balance | | $9,663 | | $30,537 | | ||
The contingent consideration liabilities presented in the table above relate to:(i) acquisitions of investment sales brokerage companies completed over the past several years, and (ii) the Company’s LIHTC subsidiary. The contingent consideration for each of the acquisitions may be earned over various lengths of time after each acquisition, with a maximum earnout period offive years, provided certain revenue targets and other metrics have been met. The last of the earnout periods related to the contingent consideration ends in the third quarter of 2027.
During 2025, the Company made fair value adjustments as seen above on contingent consideration liabilities associated with the Company’s LIHTC subsidiary based primarily on updated results that led to lower-than-expected payout. In 2024, the Company made fair value adjustments on contingent consideration liabilities associated with the Company’s LIHTC subsidiary and a 2022 acquisition.
The adjustments to the fair value of contingent considerations for the years ended December 31, 2025 and 2024 are included withinFair value adjustments to contingent consideration liabilitiesin the Consolidated Statements of Income.
The fair value adjustments in 2025 and 2024 are non-cash, and thus not reflected in the amount of cash consideration paid on the Consolidated Statements of Cash Flows.
NOTE 10—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.
A description of the valuation methodologies used for assets and liabilities measured at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.
| ● | 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. |
| ● | 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. |
| ● | Loans Held for Sale—All loans held for sale presented in the 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 and typically have maturities of 90 days or less. Therefore, the Company classifies this portion of pledged securities as Level 1. The Company determines the fair value of its AFS 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 12. |
| ● | 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 earnout achievement, which incorporates management estimates, volatility rates, and discount rate to determine the expected earn-out cash flows. As a result, the Company classifies these liabilities as Level 3. Additional details on Contingent consideration liabilities are included in NOTE 9. |
The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of December 31, 2025 and 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 | |||||||||||||
| December 31, 2025 | | | | | | | | | | | | | |
| Assets | | | | | | | | | | | | | |
| Loans held for sale | | $— | | $1,436,350 | | $— | | $1,436,350 | | ||||
| Pledged securities | | 22,288 | | 202,666 | | — | | 224,954 | | ||||
| Derivative assets | | — | | 27,216 | | | — | | 27,216 | | |||
| Total | | $22,288 | | $1,666,232 | | $— | | $1,688,520 | | ||||
| | | | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | | | |
| Derivative liabilities | | $— | | $1,718 | | $— | | $1,718 | | ||||
| Corporate notes payable —Senior Notes | | | — | | | 400,927 | | | — | | | 400,927 | |
| Contingent consideration liabilities(1) | | | — | | | — | | | 9,663 | | | 9,663 | |
| Total | | $— | | $402,645 | | $9,663 | | $412,308 | | ||||
| | | | | | | | | | | | | | |
| 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 9. |
There wereno transfers between any of the levels within the fair value hierarchy during any of the years presented in the consolidated financial statements.
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 years ended December 31, 2025 and 2024:
| · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · · For the year ended December 31, · | ||||||
| Derivative Assets and Liabilities, net (in thousands) · · · 2025 · · 2024 | ||||||
| Beginning balance | | | $29,260 | | $3,204 | |
| Settlements | | | (525,592) | | (404,099) | |
| Realized gains (losses) recorded in earnings(1) | | | 496,332 | | 400,895 | |
| Unrealized gains (losses) recorded in earnings(1)(2) | | | 25,498 | | 29,260 | |
| Ending balance | | | $25,498 | | $29,260 | |
| (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 of guaranty obligation in the Consolidated Statements of Income. |
| (2) | Unrealized gain (loss) from designated derivatives is recognized in Interest expense on corporate debt in the Consolidated Statements of Income |
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 December 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 | | $9,663 | | Monte Carlo Simulation | | Probability of earnout achievement | | 0% - 34% | | 4% |
| (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 December 31, 2025 and December 31, 2024 are presented below:
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · December 31, 2025 · · December 31, 2024 | ||||||||||||||
| · · · Carrying · · Fair · · Carrying · · Fair | ||||||||||||||
| (in thousands) · Level · · Amount · · Value · · Amount · · Value | ||||||||||||||
| Financial Assets: | | | | | | | | | | | | | | |
| Cash and cash equivalents | Level 1 | | $299,315 | | $299,315 | | $279,270 | | $279,270 | | ||||
| Restricted cash | Level 1 | | 22,772 | | 22,772 | | 25,156 | | 25,156 | | ||||
| Pledged securities | Level 1 & 2 | | 224,954 | | 224,954 | | 206,904 | | 206,904 | | ||||
| Loans held for sale | Level 2 | | 1,436,350 | | 1,436,350 | | 780,749 | | 780,749 | | ||||
| Loans held for investment, net(1) | Level 3 | | 77,769 | | 77,769 | | 32,866 | | 32,866 | | ||||
| Derivative assets(1) | Level 2 | | 27,216 | | 27,216 | | 30,175 | | 30,175 | | ||||
| Total financial assets | | | $2,088,376 | | $2,088,376 | | $1,355,120 | | $1,355,120 | | ||||
| | | | | | | | | | | | | | | |
| Financial Liabilities: | | | | | | | | | | | | | | |
| Derivative liabilities(2) | Level 2 | | $1,718 | | $1,718 | | $915 | | $915 | | ||||
| Contingent consideration liabilities(2) | Level 3 | | | 9,663 | | | 9,663 | | | 30,537 | | | 30,537 | |
| Secured borrowings(2) | Level 2 | | | 83,402 | | | 83,402 | | | 59,441 | | | 59,441 | |
| Warehouse notes payable(3) | Level 2 | | 1,420,272 | | 1,420,662 | | 781,706 | | 781,972 | | ||||
| Corporate notes payable(3)(4) | Level 2 | | 829,218 | | 847,552 | | 768,044 | | 778,481 | | ||||
| Total financial liabilities | | | $2,344,273 | | $2,362,997 | | $1,640,643 | | $1,651,346 | | ||||
| (1) | Included as a component of Other assets (NOTE 16) on the Consolidated Balance Sheets. |
| (2) | Included as a component of Other liabilities (NOTE 16) on the Consolidated Balance Sheets. |
| (3) | Carrying value includes unamortized debt issuance costs. |
| (4) | Carrying value includes unamortized debt discount. |
Fair Value of Undesignated Derivative Instrumentsand* 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 throughLoan origination and debt brokerage fees, netin the 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.
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 December 31, 2025 and 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 | ||||||||||||||||||||||
| December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | |
| Undesignated derivatives | | | | | | | | | | | | | | | | | | | | | | |
| Rate lock commitments | | $374,384 | | $18,673 | | $(1,546) | | $17,127 | | $17,608 | | $(481) | | $— | | |||||||
| Forward sale contracts | | 1,804,114 | | | — | | | 7,444 | | | 7,444 | | | 8,681 | | | (1,237) | | | — | | |
| Loans held for sale(3) | | 1,429,730 | | | 12,518 | | | (5,898) | | | 6,620 | | | — | | | — | | | 6,620 | | |
| Total undesignated derivatives | | | | | $31,191 | | $— | | $31,191 | | $26,289 | | $(1,718) | | $6,620 | | ||||||
| Designated derivatives | | | | | | | | | | | | | | | | | | | | | | |
| Interest rate swap | | | 400,000 | | | — | | | 927 | | | 927 | | | 927 | | | — | | | — | |
| Senior Notes(4) | | | 400,000 | | | — | | | (927) | | | (927) | | | — | | | — | | | (927) | |
| Total designated derivatives | | | | | $— | | $— | | $— | | $927 | | $— | | $(927) | | ||||||
| Total | | | | | $31,191 | | $— | | $31,191 | | $27,216 | | $(1,718) | | $5,693 | | ||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| 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 (NOTE 16) on the Consolidated Balance Sheets. |
| (2) | Included as a component of Other liabilities (NOTE 16) on the Consolidated Balance Sheets. |
| (3) | Fair value adjustment included as an adjustment to Loans held for sale, at fair value on the Consolidated Balance Sheets. |
| (4) | Fair value adjustment included as adjustment to Corporate notes payable on the Consolidated Balance Sheets. |
NOTE 11 — 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 that 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 years ended December 31, 2025, 2024, and 2023 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 years ended December 31, | ||||||||||
| EPS Calculations (in thousands, except per share amounts) · · 2025 · · 2024 · · 2023 | ||||||||||
| Calculation of basic EPS | | | | | | | | | | |
| Walker & Dunlop net income | | $56,247 | | $108,167 | | $107,357 | | |||
| Less: dividends and undistributed earnings allocated to participating securities | | 1,355 | | 2,441 | | 2,752 | | |||
| Net income applicable to common stockholders | | $54,892 | | $105,726 | | $104,605 | | |||
| Weighted-average basic shares outstanding | | | 33,347 | | | 33,116 | | | 32,697 | |
| Basic EPS | | $1.65 | | $3.19 | | $3.20 | | |||
| | | | | | | | | | | |
| Calculation of diluted EPS | | | | | | | | | | |
| Net income applicable to common stockholders | | $54,892 | | $105,726 | | $104,605 | | |||
| Add: reallocation of dividends and undistributed earnings based on assumed conversion | | | (1) | | | 1 | | | 3 | |
| Net income allocated to common stockholders | | $54,891 | | $105,727 | | $104,608 | | |||
| Weighted-average basic shares outstanding | | | 33,347 | | | 33,116 | | | 32,697 | |
| Add: weighted-average diluted non-participating securities | | | 22 | | | 42 | | | 178 | |
| Weighted-average diluted shares outstanding | | | 33,369 | | | 33,158 | | | 32,875 | |
| Diluted EPS | | $1.64 | | $3.19 | | $3.18 | | |||
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 years ended December 31, 2025, 2024, and 2023,212 thousand,80 thousand, and 312 thousand average restricted shares, respectively were excluded from the computation of diluted EPS under the treasury-stock method.
Under the 2024 Equity Incentive Plan (and predecessor plans), subject to the Company’s approval, grantees have the option of electing to satisfy 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. For the years ended December 31, 2025, 2024, and 2023, the Company repurchased and retired 121 thousand,127 thousand, and 130 thousand restricted shares at a weighted average market price of$86.07,$97.45, and$90.19, respectively, upon grantee vesting. For the year ended December 31, 2023, the Company repurchased and retired 91 thousand restricted share units at a weighted average market price of$96.89. The Company didnot repurchase any restricted share units during the years ended December 31, 2024 and 2025.
Stock Repurchase Programs
In February 2026, the Company’s Board of Directors approved a new 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 26, 2026.
In February 2025, the Company’s Board of Directors authorized the Company to repurchase up to$75.0 million of its common stock over a 12-month period beginning on February 21, 2025. In 2025, the Company didnot repurchase any shares of its common stock under the
2025 share repurchase program. The Company had$75.0 million of authorized share repurchase capacity remaining under the 2025 share repurchase program as of December 31, 2025.
In 2024 and 2023, the Company didnot repurchase any shares of its common stock under a share repurchase program.
Dividends
In February 2026, our Board of Directors declared a dividend of$0.68 per share for the first quarter of 2026. The dividend will be paid on March 27, 2026 to all holders of record of our restricted and unrestricted common stock as of March 13, 2026.
The Term Loan contains 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 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.
Other Equity-Related Transactions
During the fourth quarter of 2025, the Company granted profit interest awards to certain non-executive employees of the Company to better align their incentive compensation with the Company’s goals. The profit interest awards allocate 15% of the income before taxes of a wholly owned subsidiary to these employees. The wholly owned subsidiary is focused on debt financing transactions closed by these employees. The profit interest holders have the right to put the interests to the Company beginning on December 31, 2030. Because of this put option, the profit interests are considered redeemable noncontrolling interests and are classified as temporary equity on the Consolidated Balance Sheets and presented between liabilities and equity. The fair value of the profit interests upon grant is amortized over the approximately 5.2 years from date of grant to the first put date as they qualify as equity-classified awards. The amortization of the awards is included as stock compensation expense with an offset to temporary equity. The Company is also required to periodically assess the redemption value of the awards and record any change in the value as an increase or decrease in temporary equity with a corresponding charge to the Company’s APIC. The activity related to temporary equity is included in the Consolidated Statements of Changes in Equity.
During 2024, the Company purchasedtwo noncontrolling interests for cash consideration of$18.9 million. The purchase of the noncontrolling interests resulted in a net reduction to APIC of$16.7 million (non-cash transactions) for the excess of the purchase prices over the noncontrolling interests balance.
In 2025, 2024, and 2023, $6.1 million, $4.4 million, and $3.0 million, respectively, of stock was issued to employees, for which we had an accrued liability prior to the issuance of the award. Upon issuance, the accrued liability was reclassed to APIC, a non-cash transaction.
NOTE 12 —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 10, 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 asPledged securities, at fair value on the 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 December 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 December 31, 2025 collateral requirements as outlined above. As of December 31, 2025, reserve requirements for the December 31, 2025 DUS loan portfolio will require the Company to fund$99.7 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.
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 December 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 December 31, 2025, the net worth requirement was$350.4 million, and the Company's net worth, as defined in the requirements, was$1.0 billion, as measured at the Company’s wholly owned operating subsidiary, Walker & Dunlop, LLC. As of December 31, 2025, the Company was required to maintain at least$69.7 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$290.6 million as of December 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 Consolidated Balance Sheets consisted of the following balances as of December 31, 2025, 2024, 2023, and 2022:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · December 31, · | ||||||||||||
| Pledged Securities (in thousands) · 2025 · · 2024 · · 2023 · · 2022 | ||||||||||||
| Restricted cash | $17,419 | | $3,015 | | $2,727 | | $5,788 | | ||||
| Money market funds | | 4,869 | | | 20,457 | | | 38,556 | | | 8,870 | |
| Total pledged cash and cash equivalents | $22,288 | | $23,472 | | $41,283 | | $14,658 | | ||||
| Agency MBS | 202,666 | | 183,432 | | 142,798 | | 142,624 | | ||||
| Total pledged securities, at fair value | $224,954 | | $206,904 | | $184,081 | | $157,282 | | ||||
The information in the preceding table is presented to reconcile beginning and ending cash, cash equivalents, restricted cash, and restricted cash equivalents in the Consolidated Statements of Cash Flows as more fully discussed in NOTE 2.
The Company’s investments included withinPledged 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. The following table provides additional information related to the AFS Agency MBS as of December 31, 2025 and 2024:
| | | | | | | |
|---|---|---|---|---|---|---|
| Fair Value and Amortized Cost of Agency MBS (in thousands) · December 31, 2025 · · December 31, 2024 · | ||||||
| Fair value | $202,666 | | $183,432 | | ||
| Amortized cost | | 200,469 | | | 182,912 | |
| Total gains for securities with net gains in AOCI | | 3,247 | | | 1,650 | |
| Total losses for securities with net losses in AOCI | (1,050) | | (1,130) | | ||
| Fair value of securities with unrealized losses | 124,684 | | 136,976 | | ||
Pledged securities with a fair value of$94.8 million, an amortized cost of$95.8 million, and a net unrealized loss of$1.0 million have been in a continuous unrealized loss position for more than 12 months. All securities that have been in a continuous loss position are Agency debt securities that carry a guarantee of the contractual payments; therefore, an allowance for credit losses has not been recorded.
The following table provides contractual maturity information related to Agency MBS. The money market funds invest in short-term Federal Government and Agency debt securities and have no stated maturity date.
| | | | | | | |
|---|---|---|---|---|---|---|
| · December 31, 2025 · | ||||||
| Detail of Agency MBS Maturities (in thousands) · Fair Value · · Amortized Cost · | ||||||
| Within one year | $— | | $— | | ||
| After one year through five years | | 95,083 | | | 94,499 | |
| After five years through ten years | | 94,702 | | | 93,734 | |
| After ten years | 12,881 | | | 12,236 | | |
| Total | $202,666 | | $200,469 | | ||
NOTE 13—SHARE-BASED PAYMENT
As of December 31, 2025, there were 12.0 million shares of stock authorized for issuance to directors, officers, and employees under the 2024 Equity Incentive Plan, which was approved by the stockholders on May 2, 2024 and constitutes an amendment and restatement of the Company’s 2020 Equity Incentive Plan, which entitles recipients to receive nonforfeitable dividends during the vesting period on a basis equivalent to the dividends paid to holders of common stock. As of December 31, 2025,1.5 million shares remain available for grant under the 2024 Equity Incentive Plan.
Under the 2024 Equity Incentive Plan (and predecessor plans), the Company granted stock options to executive officers in the past and restricted shares to executive officers, employees, and non-employee directors during the years presented in the Consolidated Statements of Income, all without cost to the grantee. For the year ended December 31, 2025, the Company granted 0.2 million RSUs to the executive officers and certain other employees in connection with PSPs (“performance awards”). For both the years ended 2024 and 2023, the Company granted 0.2 million RSUs to the executive officers and certain other employees in connection with PSPs. The Company granted the RSUs at the maximum performance thresholds for each metric each year. As of December 31, 2025, the RSUs issued in connection with the 2025, 2024, and 2023 PSPs are unvested and outstanding. In 2025, the Company issued 0.4 million RSUs to the Company’s CEO in connection with a performance award. NOTE 2 contains additional details related to this award.
With respect to the 2024 and 2025 PSPs, the Company determined that the revenue and EPS targets were achievable at varying levels as of December 31, 2025.
The following table summarizes stock compensation expense for the years ended December 31, 2025, 2024, and 2023:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · For the year ended December 31, | |||||||||
| Components of stock compensation expense (in thousands) · · 2025 · · 2024 · · 2023 | |||||||||
| Restricted shares | | $25,989 | | $24,907 | | $29,452 | |||
| CEO outperformance award | | | 716 | | | — | | | — |
| PSP "RSUs" | | | 42 | | | 2,419 | | | (1,610) |
| Total stock compensation expense | | $26,747 | | $27,326 | | $27,842 | |||
| | | | | | | | | | |
| Excess tax benefit (shortfall) recognized | | $(1,414) | | $1,674 | | $2,972 | |||
The amounts attributable to restricted shares in the table above include both equity-classified awards granted in restricted shares and liability-classified awards to be granted in restricted shares. The excess tax benefits (shortfall) recognized above reduced (increased) income tax expense.
The following table summarizes restricted share activity for the year ended December 31, 2025:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · · · Weighted- · | ||||||
| · · · · Average · | ||||||
| · · · · Grant-date · | ||||||
| Restricted Shares Activity · · Shares · · Fair Value | ||||||
| Nonvested as of January 1, 2025 | | 784,968 | | $89.69 | | |
| Granted | | 462,402 | | | 83.67 | |
| Vested | | (316,628) | | | 88.97 | |
| Forfeited | | (30,453) | | | 90.94 | |
| Nonvested as of December 31, 2025 | | 900,289 | | $86.82 | | |
The fair value of restricted share awards granted during 2025 was estimated using the closing price on the date of grant. The weighted average grant date fair values of restricted shares granted in 2024 and 2023 were$98.45 per share and$84.78 per share, respectively. The fair value of the restricted shares that vested during the years ended December 31, 2025, 2024, and 2023 were$27.2 million,$36.3 million, and$31.5 million, respectively.
As of December 31, 2025, the total unrecognized compensation cost for outstanding restricted shares was$43.7 million. As of December 31, 2025, the weighted-average period over which this unrecognized compensation cost will be recognized is 3.2 years.
The following table summarizes activity related to RSU performance awards for the year ended December 31, 2025:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · · · Weighted- · | ||||||
| · · · · Average · | ||||||
| · · · · Grant-date · | ||||||
| Restricted Share Units Activity · · Share Units · · Fair Value | ||||||
| Nonvested as of January 1, 2025 | | 599,959 | | $96.86 | | |
| Granted | | 567,464 | | | 86.28 | |
| Vested | | — | | | — | |
| Forfeited | | (155,505) | | | 128.39 | |
| Cancelled | | — | | | — | |
| Nonvested as of December 31, 2025 | | 1,011,918 | | $86.08 | | |
The fair value of performance awards granted during 2025 was estimated using the closing price on the date of grant. The weighted average grant date fair values of performance awards granted in 2024 and 2023 were$93.19 per share and$76.17 per share, respectively. The fair value of the performance awards that vested during the year ended December 31, 2023 was$20.5 million. There wereno performance share vestings during the years ended December 31, 2025 and December 31, 2024.
As of December 31, 2025, the total unrecognized compensation cost for outstanding performance awards was$11.1 million. As of December 31, 2025, the weighted-average period over which this unrecognized compensation cost will be recognized is 3.8 years. The unrecognized compensation cost is based on the achievement levels that are probable as of December 31, 2025.
As of December 31, 2025, the total unrecognized compensation cost for the profits interests discussed in NOTE 11 was$10.5 million. As of December 31, 2025, the weighted-average period over which this unrecognized compensation cost will be recognized is 5.0 years.
NOTE 14—INCOME TAXES
Income Tax Expense
The Company calculates its provision for federal, state, and international income taxes based on current tax law. The reported tax provision differs from the amounts currently receivable or payable because some income and expense items are recognized in different time periods for financial reporting purposes than for income tax purposes. The Company adopted ASU 2023-09 as of December 31, 2025. The adoption of the ASU did not have a material impact on the Company’s disclosures. As permitted by the ASU, the Company prospectively
adopted the disclosure requirements since the additional disclosures in prior years would not provide material new information or trends to users of the financial statements.
The following is a summary of income tax expense for the years ended December 31, 2025, 2024, and 2023:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · For the year ended December 31, | |||||||||
| Components of Income Tax Expense (in thousands) · · 2025 · · 2024 · · 2023 | |||||||||
| Current | | | | | | | | | |
| Federal | | $20,734 | | $29,389 | | $25,712 | |||
| State | | | 7,034 | | | 5,673 | | | 8,401 |
| International | | | 74 | | | (2,019) | | | (285) |
| Total current expense | | $27,842 | | $33,043 | | $33,828 | |||
| | | | | | | | | | |
| Deferred | | | | | | | | | |
| Federal | | $(2,611) | | $(1,713) | | $1,250 | |||
| State | | | (1,271) | | | (125) | | | (434) |
| International | | | (1,947) | | | (662) | | | 382 |
| Total deferred expense (benefit) | | $(5,829) | | $(2,500) | | $1,198 | |||
| Total income tax expense | | $22,013 | | $30,543 | | $35,026 | |||
The following table presents a reconciliation of the statutory federal tax expense to the income tax expense in the accompanying Consolidated Statements of Income:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · For the year ended December 31, | ||||||||||||
| (in thousands) · · 2025 · · 2024 · · 2023 | ||||||||||||
| Statutory federal expense | | $16,590 | | 21.0% | | $27,615 | | $29,021 | ||||
| Statutory state income tax expense, net of federal tax benefit(1) | | | 3,246 | | 4.1 | | | | 4,216 | | | 6,465 |
| Excess tax shortfalls (benefits), net of federal tax impact | | | 1,414 | | 1.8 | | | | (1,674) | | | (2,972) |
| Nondeductible expenses | | | 1,707 | | 2.2 | | | | 3,381 | | | 3,064 |
| Non-U.S. earnings (loss) | | | (1,480) | | (1.9) | | | | (2,117) | | | 224 |
| Other | | | 536 | | 0.7 | | | | (878) | | | (776) |
| Income tax expense | | $22,013 | | 27.9% | | $30,543 | | $35,026 | ||||
| (1) | In 2025, state and local income taxes in California, Maryland, Massachusetts and Tennessee comprise the majority of the statutory state income tax expense, net of federal effect category. |
Under the provisions of Section 162(m) of the Internal Revenue Code (“162(m)”), the deductibility of executive compensation is limited to $1 million per year for each named executive officer (“NEO”). Based on the information available as of December 31, 2025, 2024, and 2023, the Company believed that it is more likely than not a significant portion of NEO stock-based and other deferred compensation book expense will exceed the $1 million limitation in future years when the shares vest, resulting in no tax deductibility for the book expense associated with these compensation agreements and no deferred tax assets. Additionally, for each of the years presented above, portions of NEO compensation other than stock and other deferred compensation were above the $1 million limitation, resulting in no tax deductibility for amounts above the $1 million limitation. The majority of the nondeductible expenses shown in the table above relate to these two impacts from 162(m).
Deferred Tax Assets/Liabilities
The tax effects of temporary differences between reported earnings and taxable earnings consisted of the following:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · As of December 31, · | |||||||
| Components of Deferred Tax Liabilities, Net (in thousands) · · 2025 · · 2024 | |||||||
| Deferred Tax Assets | | | | | | | |
| Compensation related | | $7,866 | | $5,978 | | ||
| Credit losses | | 17,654 | | 10,202 | | ||
| Other | | | 12,321 | | | 6,484 | |
| Total deferred tax assets | | $37,841 | | $22,664 | | ||
| | | | | | | | |
| Deferred Tax Liabilities | | | | | | | |
| Mark-to-market of derivatives and loans held for sale | | $(8,418) | | $(6,247) | | ||
| Mortgage servicing rights related | | | (189,018) | | | (196,678) | |
| Acquisition related (1) | | | (67,969) | | | (52,936) | |
| Depreciation | | | (9,437) | | | (8,189) | |
| Total deferred tax liabilities | | $(274,842) | | $(264,050) | | ||
| Deferred tax liabilities, net | | $(237,001) | | $(241,386) | | ||
| (1) | Acquisition-related deferred tax liabilities consist of book-to-tax differences associated with basis step ups related to the amortization of goodwill recorded from acquisitions and book-to-tax differences in intangible asset amortization. |
The Company believes it is more likely than not that it will generate sufficient taxable income in future periods to realize the deferred tax assets. During the years ended December 31, 2025, 2024, and 2023, the Company recognized aninsignificant amount of deferred tax assets or liabilities that are not included as a component of deferred tax expense. A significant portion of these differences relates to AFS securities. The Company is required to treat unrealized gains and losses on AFS securities as currently taxable income, impacting its deferred expense but not the deferred tax assets or liabilities. The Company’s pretax income (loss) from foreign operations was insignificant for all the periods presented.
Income Taxes Paid
As presented in our Statement of Cash Flows, the Company paid income taxes, net of cash refunds received of$22.6 million for the year ended December 31, 2025. For the year ended December 31, 2025, the Company made tax payments, net of cash refunds received of$16.5 million for its federal tax obligations,$6.1 million for its state and local obligations, and an insignificant amount for its foreign obligations. The Company made net tax payments of$1.9 million to the state of California during the year ended December 31, 2025. No other state was above 5% of worldwide net tax payments during the year ended December 31, 2025.
Tax Uncertainties
The Company periodically assesses its liabilities and contingencies for all periods open to examination by tax authorities based on the latest available information. Where the Company believes it is more likely than not that a tax position will not be sustained, management records its best estimate of the resulting tax liability, including interest and penalties, in the consolidated financial statements. As of December 31, 2025, based on all known facts and circumstances and current tax law, management believes that there are no material tax positions for which it is reasonably possible that the unrecognized tax benefits will significantly increase or decrease over the next 12 months, producing, individually or in the aggregate, a material effect on the Company’s results of operations, financial condition, or cash flows.
Pillar Two
A framework known as Pillar Two became effective for some countries in 2024. Pillar Two is designed to ensure large multinational enterprises pay a minimum level of tax on the income arising in each jurisdiction where they operate. Pillar Two has not had an impact on the Company’s tax liabilities as the Company’s corporate income tax rate in each of the jurisdictions it operates in is higher than the minimum thresholds established by Pillar Two.
N****OTE 15—LEASES
Right of use assets and lease liabilities associated with the Company’s operating leases are recorded asOther assets andOther liabilities, respectively, in the Consolidated Balance Sheet. As of December 31, 2025, our leases have terms varying in duration, with the longest term ending in 2036.
The following table presents information about the Company’s lease arrangements:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| Operating Lease Arrangements (in thousands) · · For the year ended December 31, | |||||||||
| Operating Leases · · 2025 · · 2024 · · 2023 | |||||||||
| ROU assets | | $76,333 | | $80,024 | | $76,463 | |||
| Lease liabilities | | | 105,125 | | | 107,502 | | | 101,358 |
| Weighted-average remaining lease term | | | 8.4 years | | | 9.1 years | | | 9.8 years |
| Weighted-average discount rate | | | 4.8% | | | 4.6% | | | 4.0% |
| | | | | | | | | | |
| Operating Lease Expenses | | | | | | | | | |
| Single lease costs | | $16,110 | | $16,061 | | $14,150 | |||
| Cash paid for amounts included in the measurement of lease liabilities | | | 16,098 | | | 14,761 | | | 12,406 |
| Right-of-use assets obtained in exchange for new lease obligations | | | 6,056 | | | 10,655 | | | 16,798 |
Maturities of lease liabilities as of December 31, 2025 are presented below (in thousands):
| | | | |
|---|---|---|---|
| Year Ending December 31, | | | |
| 2026 | | $17,500 | |
| 2027 | | | 17,477 |
| 2028 | | | 15,797 |
| 2029 | | | 13,399 |
| 2030 | | | 12,012 |
| Thereafter | | | 51,246 |
| Total lease payments | | $127,431 | |
| Less imputed interest | | | (22,306) |
| Total | | $105,125 |
NOTE 16 – OTHER ASSETS AND LIABILITIES
The following table is a summary of the major components of other assets as of December 31, 2025 and 2024.
| | | | | | | |
|---|---|---|---|---|---|---|
| · · As of December 31, | ||||||
| Components of Other Assets (in thousands) · · 2025 · · 2024 | ||||||
| Equity-method investments | | $232,705 | | $207,242 | ||
| ROU assets | | | 76,333 | | | 80,024 |
| Prepaid expenses | | | 71,929 | | | 78,487 |
| Property and equipment, net | | | 54,409 | | | 48,460 |
| Loans held for investment, net | | | 77,769 | | | 32,866 |
| Derivative assets | | | 27,216 | | | 30,175 |
| All other | | | 56,235 | | | 85,549 |
| Total | | $596,596 | | $562,803 | ||
The following table is a summary of the major components of other liabilities as of December 31, 2025 and 2024.
| | | | | | | |
|---|---|---|---|---|---|---|
| · · As of December 31, | ||||||
| Components of Other Liabilities (in thousands) · · 2025 · · 2024 | ||||||
| Accrued expenses | | $172,516 | | $155,252 | ||
| Lease liability | | | 105,125 | | | 107,502 |
| Guaranty obligation, net | | | 32,924 | | | 35,980 |
| Contingent consideration liabilities | | | 9,663 | | | 30,537 |
| Secured Borrowing (1) | | | 118,559 | | | 95,022 |
| All other | | | 130,843 | | | 103,567 |
| Total | | $569,630 | | $527,860 | ||
(1) Composed of borrowings related to repurchased loans of$83.4 million and a mortgage loan on a consolidated affordable property of$35.2 million. The mortgage loan carries an interest rate of SOFR plus 1.87% and will require our subsidiary to make insignificant monthly principal payments until October 1, 2029 at which point the subsidiary will make a$33.1 million principal payment.
NOTE 17—OTHER REVENUES, OTHER OPERATING EXPENSES, AND ASSET IMPAIRMENTS AND OTHER EXPENSES
The following table is a summary of the major components of other revenues for the years ended December 31, 2025, 2024, and 2023.
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · For the year ended December 31, | |||||||||
| Components of Other Revenues (in thousands) · · 2025 · · 2024 · · 2023 | |||||||||
| Housing market research subscription revenue (1) | | $25,423 | | $19,093 | | $35,794 | |||
| Syndication and other LIHTC revenue (2) | | | 16,575 | | | 15,706 | | | 26,006 |
| Assumption and application fees | | | 7,134 | | | 10,271 | | | 9,629 |
| All other | | | 60,660 | | | 73,134 | | | 46,537 |
| Total | | $109,792 | | $118,204 | | $117,966 | |||
(1)Housing market research subscription revenue and investment banking revenues generated from our research and investment banking subsidiary.
(2) Syndication and other LIHTC revenue generated from our subsidiary focused on affordable equity.
The following table is a summary of the major components of other operating expenses for the years ended December 31, 2025, 2024, and 2023.
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · For the year ended December 31, · | ||||||||||
| Components of Other Operating Expenses (in thousands) · · 2025 · · 2024 · · 2023 | ||||||||||
| Professional fees | | $25,619 | | $30,111 | | $28,370 | | |||
| Office and software expenses | | | 31,081 | | | 29,893 | | | 26,343 | |
| Rent (1) | | | 20,609 | | | 19,880 | | | 18,174 | |
| Travel and entertainment | | | 16,560 | | | 14,541 | | | 12,225 | |
| Marketing and preferred broker | | | 13,296 | | | 12,542 | | | 12,142 | |
| All other | | | 17,998 | | | 22,269 | | | 21,030 | |
| Total | | $125,163 | | $129,236 | | $118,284 | | |||
(1) Includes single lease cost and other related expenses (common-area maintenance and other miscellaneous charges).
The following table is a summary of the components of asset impairments and other expenses for the years ended December 31, 2025, 2024, and 2023.
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · For the year ended December 31, | |||||||||
| Components of Asset Impairments and Other Expenses (in thousands) · · 2025 · · 2024 · · 2023 | |||||||||
| Debt issuance cost write-off | | | 4,215 | | | — | | | (4,420) |
| Asset impairments and investment related losses (1) | | | 26,055 | | | 721 | | | 4,970 |
| Legal investigation review | | | 2,926 | | | — | | | — |
| All other | | | 3,550 | | | 460 | | | (1,157) |
| Total | | $36,746 | | $1,181 | | $(607) | |||
| (1) | In 2025, consisted of (i) $13.6 million of impairment of real estate held for use, (ii) $5.0 million of impairment of an equity-method investment, and (iii) a $7.5 million accrual for losses expected on disposition of certain affordable assets. In 2024 and 2023, consisted of only impairment of real estate held for use. |
NOTE 18—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.
When the Company determines that it is the primary beneficiary of a material VIE, the Company consolidates the VIE. The primary beneficiary of a VIE is determined as the entity that has both (i) the power to direct the activities of the VIE that most significantly impact its economic performance and (ii) exposure to losses or benefits that could potentially be significant to the VIE. When the Company determines that it is not the primary beneficiary, the Company recognizes its investment in the VIE through the equity-method of accounting. The Company regularly assesses the primary beneficiary of the VIE as its involvement and ownership may change over time.
Syndication of Tax Credit Funds
Walker & Dunlop Affordable Equity (formerly Alliant) forms limited partnership funds (“the funds”) that are VIEs and hold investments in affordable housing projects. The Company identifies and enters into a commitment to invest equity in the limited partnership interests in affordable housing VIEs that own and operate affordable housing properties. The limited partnership interest exposes the Company to economic losses or benefits of the VIE but does not give it the power to direct the activities that most significantly impact the VIE’s economic performance. In such cases, the Company determined it is not the primary beneficiary and recognizes the VIE as an investment and a liability for the unfunded committed capital to the VIE. The Company’s exposure is limited to its contributed capital and remaining unfunded committed capital. The investments are included asCommitted investments in tax credit equity, and the unfunded committed capital is included asCommitments to fund investments in tax credit equityin the Consolidated Balance Sheets until they are transferred to the credit fund as described below. The investments and unfunded committed capital are presented in the table below.
As part of the syndication of the tax credit fund, the Company capitalizes the funds by raising equity capital commitments from third-party investors. The Company transfers its limited partnership interests in affordable housing partnerships to the funds, where the Company serves as the general partner and manager and holds an insignificant ownership percentage of the funds. As the manager of the funds, the Company has the power to direct the activities that most significantly impact the economic performance of the funds; however, it normally does not have exposure to the economic losses or benefits significant to the VIEs. Accordingly, the Company is not the primary beneficiary of the funds and does not consolidate the VIEs. The Company records its general partnership interests as an equity-method investment included inOther assets in the Consolidated Balance Sheets.
The Company may purchase an investor’s partnership interest. In these circumstances, the Company assesses whether its new ownership percentage could potentially be significant to the VIE. When the Company determines the new ownership percentage is significant, it consolidates the fund as the Company is the primary beneficiary. As of both December 31, 2025 and 2024, the assets and liabilities of the consolidated funds were insignificant.
Joint Development of Affordable Housing Projects
The Company enters joint ventures with affordable property developers and/or investors to develop affordable housing projects. The joint ventures’ objectives are to develop the affordable housing project for syndication into a tax credit fund. When the Company develops affordable housing projects to ultimately syndicate the property into a tax credit fund, the Company invests in the joint venture but does not have management rights. The Company has significant exposure to the economic losses or benefits but does not have the power to direct the activities that most significantly impact the VIE’s economic performance; consequently, the Company determined that it is not the primary beneficiary in the VIE and recognizes an equity-method investment in the VIE included inOther assets in the Consolidated Balance Sheets.
The table below presents the assets and liabilities of the Company’s consolidated joint development VIEs included in the Consolidated Balance Sheets:
| | | | | | | |
|---|---|---|---|---|---|---|
| Consolidated VIEs (in thousands) | | | December 31, 2025 | | | December 31, 2024 |
| Assets: | | | | | | |
| Cash and cash equivalents | | $439 | | $863 | ||
| Restricted cash | | | 2,452 | | | 3,939 |
| Receivables, net | | | 27,570 | | | 26,570 |
| Other Assets | | | 7,257 | | | 44,892 |
| Total assets of consolidated VIEs | | $37,718 | | $76,264 | ||
| | | | | | | |
| Liabilities: | | | | | | |
| Other liabilities | | $9,888 | | $55,527 | ||
| Total liabilities of consolidated VIEs | | $9,888 | | $55,527 | ||
| | | | | | | |
The table below presents the carrying value and classification of the Company’s interests in nonconsolidated VIEs included in the Consolidated Balance Sheets:
| | | | | | | |
|---|---|---|---|---|---|---|
| Nonconsolidated VIEs (in thousands) | | | December 31, 2025 | | | December 31, 2024 |
| Assets | | | | | | |
| Committed investments in tax credit equity | | $241,401 | | $313,230 | ||
| Other assets: Equity-method investments | | | 93,018 | | | 50,592 |
| Total interests in nonconsolidated VIEs | | $334,419 | | $363,822 | ||
| | | | | | | |
| Liabilities | | | | | | |
| Commitments to fund investments in tax credit equity | | $219,949 | | $274,975 | ||
| Total commitments to fund nonconsolidated VIEs | | $219,949 | | $274,975 | ||
| | | | | | | |
| Maximum exposure to losses(1)(2) | | $334,419 | | $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. |
NOTE 19—RELATED PARTY TRANSACTION
The Company, through its WDAE subsidiaries, has related party loans with its affordable housing project partners, which include property developers and managers. To facilitate the development of affordable housing projects prior to syndication into a tax credit fund, the Company extends pre-development and working capital loans to its partners in affordable housing project partnerships. The outstanding balance of these loans was $193.4 million and $137.0 million as of December 31, 2025 and 2024, respectively, and the related interest incomewas $12.5 million for the year ended December 31, 2025 and was insignificant for the year ended December 31, 2024. The balance of these receivables is included asReceivables, net in the Consolidated Balance Sheets.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.