UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 24, 2025, William Walker, the Chief Executive Officer of Walker & Dunlop, Inc. (the “Company”), was granted an award of performance stock units (the “Award”) pursuant to the Walker & Dunlop, Inc. 2024 Equity Incentive Plan and an award agreement thereunder (the “Award Agreement”). The Award is eligible to be earned if the Company’s annualized total stockholder return (“Annualized TSR”) for the three-year performance period from August 24, 2025 through August 23, 2028 (the “Performance Period”) is at least 1.0 percentage point higher than the Annualized TSR of the S&P 600 Small Cap Financials Index during the Performance Period (the “Plan Activation Hurdle”).
If the Plan Activation Hurdle is attained, then the Award will be earned following the end of the Performance Period as to a number of shares of the Company’s common stock (the “Earned PSUs”) equal to (i) the Value Creation Amount divided by (ii) the volume-weighted average price of the Company’s common stock during the twenty trading days prior to (and including) the last day of the Performance Period (the “VWAP”). The “Value Creation Amount” is an amount equal to 5% of the amount by which (i) the compounded growth in the Company’s market capitalization over the Performance Period (calculated based on the actual Annualized TSR rate during the Performance Period) exceeds (ii) a “Value Creation Hurdle” equal to the hypothetical compounded growth in the Company’s market capitalization over the Performance Period that would result from an Annualized TSR of 12%. Additionally, in no event will the Earned PSUs exceed the lesser of (i) 521,526 shares of common stock and (ii) a number of shares of common stock equal to the quotient obtained by dividing (A) $50,000,000 by (B) the VWAP.
Any Earned PSUs will generally be eligible to vest in three equal annual installments, with the first such installment occurring on the date that the Company’s Board of Directors (or a committee thereof) determines the number of performance stock units that have been earned, subject generally to continued employment and subject to accelerated vesting in certain circumstances as provided for in the Award Agreement.
The foregoing description of the Award and Award Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Award Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2025.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Walker & Dunlop, Inc. (Registrant) | |||
| Date: August 28, 2025 | By: | /s/ Gregory A. Florkowski | |
| Name: | Gregory A. Florkowski | ||
| Title: | Executive Vice President and Chief Financial Officer | ||