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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Dec. 31, 2025
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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. as Noncontrolling interests on the Consolidated Balance Sheets and the portion of net income not attributable to Walker & Dunlop, Inc. as Net 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 of Amortization and depreciation in the Consolidated Statements of Income. The individual loan-level MSR is written off through a charge to Amortization 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 to three 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 for three 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 as Allowance for risk-sharing obligations on 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 its Allowance 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 uses one 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 a one-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 of Provision (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 within Provision (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:

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 of Other assets, and secured borrowings are included as a component of Other 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 of Indemnified 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 within Other 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 within Other 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 of Provision (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 of Indemnified 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 to Indemnified and repurchased loan expenses on the Consolidated Statements of Income. The total of the estimated credit and non-credit losses is recorded as an indemnification reserve that is included within Other 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 in Other assets on the Consolidated Balance Sheets. Any expected loss from this asset is recognized as a component of Provision (benefit) for credit losses in the Consolidated Statements of Income in the table above with a corresponding reserve that is included in Other 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 in Other 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 of Other Assets, on the Consolidated Balance Sheets and as a component of Loan 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 of Other Assets, on the Consolidated Balance Sheets and in Fair 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 within Loan 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 of Other assets or Other 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 in Corporate 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 were no loans held for sale that were valued at the lower of cost 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 as Loans held for sale, at fair value with a corresponding liability that is included as a component of Warehouse notes payable on the Consolidated Balance Sheets. As of December 31, 2024, the balance of loans with a repurchase option included within Loans held for sale, at fair value was $189.5 million. As of December 31, 2024, the corresponding liabilities included within Warehouse notes payable (and NOTE 7) were $189.5 million. As of December 31, 2025, no such loans were included within Loans held for sale, at fair value and no corresponding liability was included in Warehouse 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 against Loan 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 a three-year period based solely on continued employment. Restricted stock awards for non-employee directors fully vest after one 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 is three 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 as Personnel, 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 a three-year period. The shares achieved, if any, vest according to the following schedule after the three-year performance measurement period: one-third immediately, one-third the year after, and the final one-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 the five-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 within Loan 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 called Change 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 an insignificant 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 of Pledged 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 within Pledged 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 in Receivables, net on the Consolidated Balance Sheets, and the AMF revenue is included within Investment 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 liabilities on 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 to Amortization and depreciation in 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 had no cash equivalents, except as described in Pledged 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 within Other liabilities on 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 2023-09 Income 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 presenting Indemnified and repurchased loan expenses and Asset 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 in Other operating expenses and were disclosed throughout the notes to the consolidated financial statements. NOTE 5 and NOTE 17 contain additional detailed information on Indemnified and repurchased loan expenses and Asset impairments and other expenses, respectively.