WAREHOUSE AND CORPORATE NOTES PAYABLE

12 Months Ended

Dec. 31, 2025

WAREHOUSE AND CORPORATE NOTES PAYABLE

WAREHOUSE AND CORPORATE NOTES PAYABLE

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

The interest rate for all the Company’s warehouse facilities is based on 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 under Warehouse 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 the five 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 to zero, 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’s Committed 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 within Asset 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 of one or more incremental term loan facilities and/or one or more incremental revolving credit facilities (any such additional loan, an “Incremental Loan”) in an aggregate principal amount for all such Incremental Loans not to exceed the sum of (i) the greater of $325 million and 100% of Consolidated Adjusted EBITDA (as defined in the Restated Credit Agreement) as of the most recent test period under the Restated Credit Agreement ending on or immediately prior to such date plus (ii) the maximum amount of secured indebtedness that could be incurred at such time that would not cause the Consolidated Net Secured Leverage Ratio (as defined in the Restated Credit Agreement) to exceed 3.00 to 1.00, subject to certain conditions and receipt of commitments by existing or additional lenders.

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