EARNINGS PER SHARE AND STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2025

EARNINGS PER SHARE AND STOCKHOLDERS' EQUITY

EARNINGS PER SHARE AND STOCKHOLDERS' EQUITY

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 did not 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 did not 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 did not 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 purchased two 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.