Walker & Dunlop (NYSE: WD) CEO gets 48,496-share grant, uses stock for taxes

Rhea-AI Filing Summary

Walker & Dunlop, Inc. Chairman and CEO William M. Walker reported a stock award and a related tax-withholding share disposition. He received a grant of 48,496 shares of common stock at a stated price of $0.00 per share, increasing his direct holdings before tax withholding. According to the footnote, this restricted stock vests in three equal annual installments beginning on February 15, 2027.

To cover tax obligations, 9,940 shares of common stock were disposed of at $61.86 per share through a tax-withholding transaction, leaving Walker with 478,948.192 directly held shares afterward. The filing also lists indirect holdings, including 540,147 shares held by Walker Family Holdings LLC and 3,955 shares held as custodian for each of three sons.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Walker William M

Role Chairman & CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	48,496	$0.00	--
Tax Withholding	Common Stock	9,940	$61.86	$615K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 488,888.192 shares (Direct); Common Stock — 540,147 shares (Indirect, By Walker Family Holdings LLC)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Walker William M

(Last) (First) (Middle)

C/O WALKER & DUNLOP, INC.

7272 WISCONSIN AVENUE, SUITE 1300

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Walker & Dunlop, Inc. [ WD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		A		48,496(1)	A	$0	488,888.192	D
Common Stock	02/13/2026		F		9,940	D	$61.86	478,948.192	D
Common Stock								540,147	I	By Walker Family Holdings LLC
Common Stock								3,955	I	As Custodian for Son 1
Common Stock								3,955	I	As Custodian for Son 2
Common Stock								3,955	I	As Custodian for Son 3

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The restricted stock vests in three equal annual installments beginning on February 15, 2027.

	/s/ Nicholas C. Eckstein, Attorney-in-fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did WD Chairman and CEO William M. Walker report on this Form 4?

William M. Walker reported receiving a restricted stock award and a related tax-withholding share disposition. He was granted 48,496 Walker & Dunlop common shares and used 9,940 shares to satisfy tax obligations, while his remaining direct and indirect holdings were updated in the filing.

How many Walker & Dunlop shares were granted to William M. Walker?

William M. Walker was granted 48,496 shares of Walker & Dunlop common stock. The award was recorded at a stated price of $0.00 per share and is structured as restricted stock that vests over time, rather than as an immediate cash transaction or open-market purchase.

When does William M. Walker’s restricted Walker & Dunlop stock vest?

The restricted stock vests in three equal annual installments beginning on February 15, 2027. This means the 48,496-share award will be released in stages over three years, aligning ongoing share delivery with Walker’s continued service and long-term incentive structure.

What was the purpose of the 9,940 Walker & Dunlop shares disposed of?

The 9,940 shares of Walker & Dunlop common stock were disposed of to satisfy tax obligations related to the stock award. The transaction used a price of $61.86 per share and is classified as a tax-withholding disposition, not an open-market sale initiated for investment reasons.

How many Walker & Dunlop shares does William M. Walker hold directly after these transactions?

After the grant and tax-withholding disposition, William M. Walker directly holds 478,948.192 shares of Walker & Dunlop common stock. This figure reflects his updated direct ownership, separate from additional indirect holdings through a family LLC and custodial accounts for his sons.

What indirect Walker & Dunlop holdings related to William M. Walker are disclosed?

The filing shows 540,147 Walker & Dunlop shares held indirectly through Walker Family Holdings LLC. It also lists 3,955 shares held as custodian for each of three sons, reflecting additional indirect interests associated with Walker beyond his directly owned common stock.