Walker & Dunlop WD Form 10-Q filing Q2 FY2026

Item 1. Financial Statements

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Walker & Dunlop, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)

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See accompanying notes to condensed consolidated financial statements.

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See accompanying notes to condensed consolidated financial statements.

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Walker & Dunlop, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Equity

(In thousands, except per share data)

(Unaudited)

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See accompanying notes to condensed consolidated financial statements.

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Walker & Dunlop, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

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See accompanying notes to condensed consolidated financial statements.

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NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION

These financial statements represent the condensed consolidated financial position and results of operations of Walker & Dunlop, Inc. and its subsidiaries. Unless the context otherwise requires, references to “Walker & Dunlop” and the “Company” mean the Walker & Dunlop consolidated companies. The statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they may not include certain financial statement disclosures and other information required for annual financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). In the opinion of management, all adjustments considered necessary for a fair presentation of the results for the Company in the interim periods presented have been included. Results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or thereafter.

Walker & Dunlop, Inc. is a holding company and conducts the majority of its operations through Walker & Dunlop, LLC, the operating company. Walker & Dunlop is one of the leading commercial real estate services and finance companies in the United States. The Company originates, sells, and services a range of commercial real estate debt and equity financing products, provides multifamily property sales brokerage and valuation services, engages in commercial real estate investment management activities with a particular focus on the affordable housing sector through low-income housing tax credit (“LIHTC”) syndication, provides housing market research, and delivers real estate-related investment banking and advisory services.

Through its Agency (as defined below) lending products, the Company originates and sells loans pursuant to the programs of the Federal National Mortgage Association (“Fannie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac” and, together with Fannie Mae, the “GSEs”), the Government National Mortgage Association (“Ginnie Mae”), and the Federal Housing Administration, a division of the U.S. Department of Housing and Urban Development (together with Ginnie Mae, “HUD” and, together with the GSEs, the “Agencies”). Through its debt brokerage products, the Company brokers, and, in some cases, services, loans for various life insurance companies, commercial banks, commercial mortgage-backed securities issuers, and other institutional investors.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Subsequent Events—The Company evaluated events that have occurred subsequent to June 30, 2026 through the date these financial statements were issued and determined that no events requiring recognition or disclosure occurred other than those described herein.

Use of Estimates—The preparation of condensed consolidated financial statements in accordance with 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.

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 within Provision (benefit) for credit losses in the Condensed 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 three and six months ended June 30, 2026 and 2025:

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Transfers of Financial Assets—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. NOTE 5 and the 2025 Form 10-K contain additional discussion related to repurchased and indemnified loans.

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Statement of Cash Flows—For presentation in the Condensed 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 Condensed Consolidated Statements of Cash Flows to the related captions on the Condensed Consolidated Balance Sheets as of June 30, 2026 and 2025, and December 31, 2025 and 2024.

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Income Taxes—The Company records the realizable excess tax benefit or shortfall from stock-based compensation as a reduction or increase, respectively, to income tax expense. The Company had realizable shortfalls of $0.2 million and $0.1 million for the three months ended June 30, 2026 and 2025, respectively, and shortfalls of $2.2 million and $1.4 million for the six months ended June 30, 2026 and 2025, respectively.

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 three and six months ended June 30, 2026 and 2025 are the following components:

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*Co-broker Fees—*Third-party co-broker fees are netted against Loan origination and debt brokerage fees, net in the Condensed Consolidated Statements of Income and were $3.2 million and $4.5 million for the three months ended June 30, 2026 and 2025, respectively, and $7.7 million and $6.5 million for the six months ended June 30, 2026 and 2025, respectively.

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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 in the 2025 Form 10-K and presented as Investment management fees in the Condensed Consolidated Statements of Income, the Company’s contracts with customers generally do not require judgment or significant 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 majority of the Company’s contracts with customers is not complicated and is generally completed in a short period

of time. The following table presents information about the Company’s contracts with customers for the three and six months ended June 30, 2026 and 2025 (in thousands):

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Litigation—On December 15, 2025, the Corporation for Better Housing and Integrated Community Development LLC (collectively, “Plaintiffs”) filed a complaint in the Superior Court of the State of California, County of Los Angeles, against the Company and certain of its affiliates, Alliant Credit Facility ALP II, LLC, Alliant Credit Facility II, LLC, Alliant Fund 115, LLC, Alliant Credit Facility ALP IV, Alliant Kawana Middle Tier, LLC, and Alliant ALP 2021 LLC (collectively, the “Defendants”).

The Plaintiffs asserted claims of breach of implied-in-fact contract, breach of the implied covenant of good faith and fair dealing, promissory estoppel, negligent misrepresentation, tortious interference with prospective economic advantage, fraud and breach of fiduciary duty. The case was dismissed with prejudice on June 29, 2026.

In addition, 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 such pending lawsuits in the ordinary course of business would not have a material adverse effect on its business, results of operations, liquidity, or financial condition.

Recently Announced Accounting Pronouncement**s and Other Recent Developments—The Company is currently evaluating the following Accounting Standards Updates (“ASUs”):

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The adoption of these ASUs is not expected to have a material effect on the condensed 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.

Reclassifications—The Company has made insignificant reclassifications to prior-year balances to conform to current-year presentation. Additionally, in the 2025 Form 10-K, the Company began presenting Indemnified and repurchased loan expenses on the Consolidated Statements of Income to enhance visibility around expenses related to specific events given their larger impact for the full year 2025. Previously,

these amounts were included in Other operating expenses and were disclosed throughout the notes to the consolidated financial statements. NOTE 5 contains additional information on Indemnified and repurchased loan expenses.

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NOTE 3—MORTGAGE SERVICING RIGHTS

The fair value of the mortgage servicing rights (“MSRs”) was $1.4 billion as of both June 30, 2026 and December 31, 2025. The Company uses a discounted static cash flow valuation approach, and the key economic assumptions are the discount rate and placement fee rate. See the following sensitivities showing the changes in fair value related to changes in these key economic assumptions:

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These sensitivities are hypothetical and should be used with caution. These estimates do not include interplay among assumptions and are estimated as a portfolio rather than individual assets.

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Activity related to capitalized MSRs (net of accumulated amortization) for the three and six months ended June 30, 2026 and 2025 follows:

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The following table summarizes the gross value, accumulated amortization, and net carrying value of the Company’s MSRs as of June 30, 2026 and December 31, 2025:

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The expected amortization of MSRs held on the Condensed Consolidated Balance Sheet as of June 30, 2026 is shown in the table below. Actual amortization may vary from these estimates.

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NOTE 4—ALLOWANCE FOR RISK-SHARING OBLIGATIONS

When a loan is sold under the Fannie Mae Delegated Underwriting and Servicing (“DUS”) program, the Company typically agrees to guarantee a portion of the ultimate loss incurred on the loan should the borrower fail to perform. The compensation for this risk is a component of the servicing fee on the loan. The guaranty is in force while the loan is outstanding. Substantially all loans sold under the Fannie Mae DUS program contain modified or full risk-sharing guaranties that are based on the credit performance of the loan. The Company records an estimate of the contingent loss reserve for Current Expected Credit Losses (“CECL”), for all loans in its Fannie Mae at-risk servicing portfolio and an insignificant number of Freddie Mac’s small balance pre-securitized loans (“SBL”) as discussed in the Company’s 2025 Form 10-K. Most loans are collectively evaluated, while a small portion is individually evaluated. For loans that are individually evaluated, a reserve for estimated credit losses is recorded when it is probable that a risk-sharing loan will foreclose or has foreclosed (“collateral-based reserves”), and a reserve for estimated credit losses is recorded for all other risk-sharing loans that are collectively evaluated (“CECL allowance”). The combined loss reserves are presented as Allowance for risk-sharing obligations on the Condensed Consolidated Balance Sheets.

Activity related to the allowance for risk-sharing obligations for the three and six months ended June 30, 2026 and 2025 follows:

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The Company assesses several qualitative and quantitative factors, including the current and expected unemployment rate, macroeconomic conditions, and the multifamily market, to calculate the Company’s CECL allowance each quarter. The key inputs for the CECL allowance are the historical loss rate, the forecast-period loss rate, the reversion-period loss rate, and the unpaid principal balance (“UPB”) of the at-risk servicing portfolio. A summary of the key inputs of the CECL allowance as of the end of each of the quarters presented and the provision (benefit) impact during each quarter for the six months ended June 30, 2026 and 2025 follows:

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During the first quarters of both 2026 and 2025, the Company updated its 10-year look-back period, resulting in loss data from the earliest year being replaced with loss data for the most recently completed year. The look-back period update for each year did not have a significant impact on the Provision (benefit) for risk-sharing obligations.

The weighted-average remaining life of the at-risk Fannie Mae servicing portfolio as of June 30, 2026 was 4.8 years compared to 5.1 years as of December 31, 2025.

14 Fannie Mae DUS loans and two Freddie Mac SBLs had aggregate collateral-based reserves of $23.7 million as of June 30, 2026, compared to 11 Fannie Mae DUS loans and three Freddie Mac SBLs that had aggregate collateral-based reserves of $12.6 million as of December 31, 2025.

As of June 30, 2026 and December 31, 2025, the maximum quantifiable contingent liability associated with the Company’s guaranties for the at-risk loans serviced under the Fannie Mae DUS agreement was $14.4 billion and $14.1 billion, respectively. This maximum quantifiable contingent liability relates to the at-risk loans serviced for Fannie Mae at the specific point in time indicated. The maximum quantifiable contingent liability is not representative of the actual loss the Company would incur. The Company would be liable for this amount only if all of the loans it services for Fannie Mae, for which the Company retains some risk of loss, were to default and all of the collateral underlying these loans were determined to be without value at the time of settlement.

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NOTE 5—INDEMNIFIED AND REPURCHASED LOANS

The Company has repurchased, agreed to repurchase and indemnify, or expects to repurchase from the GSEs $193.3 million of loans that were previously originated for the GSEs’ programs as of June 30, 2026, against which the Company has recognized $54.3 million of aggregate valuation adjustments through allowance for loan losses and impairments (as seen in the tables below). In the first quarter of 2026 the Company repurchased a $4.6 million loan. In the second quarter of 2026, the Company agreed to repurchase a $3.1 million loan.

Subsequent to June 30, 2026, the Company repurchased the aforementioned $3.1 million loan. In addition, the $4.6 million loan repurchased in the first quarter paid off with minimal loss. Finally, the Company executed its disposition strategy for a $34.8 million loan, included in Other assets (as described below), which resulted in liquidation proceeds approximating the $22.5 million carrying value as of June 30, 2026. The net impact of these subsequent events reduced the outstanding UPB of indemnified and repurchased loans to $153.8 million and reduced the outstanding valuation adjustments against the aggregate portfolio to $41.7 million.

A summary of the Company’s indemnified and repurchased loans and their location on the Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 follows:

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(1) Comprised of Other real estate owned (“OREO”) and an Other asset as described in NOTE 2 of the Company’s 2025 Form 10-K.

(2) The OREO asset and the other asset, net were held for sale as of June 30, 2026. Upon reclassification from held for use to held for sale in the first quarter of 2026, the Company recorded an impairment charge of $1.5 million as seen in the table below. The fair value for both the OREO asset and the other asset, net was determined by appraisal. OREO and other asset, net are presented as components of Other assets on the Condensed Consolidated Balance Sheets.

(3) These real estate assets were held for sale as of June 30, 2026 and held for use as of December 31, 2025.

(4) NOTE 2 in the 2025 Form 10-K contains information about the nature of these reserves.

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(1) The Company has funded this balance with corporate cash into an escrow account held by the GSE to collateralize the secured borrowing. The collateral is included in Receivables, net on the Condensed Consolidated Balance Sheets.

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Activity related to the allowance for loan losses related to indemnified and repurchased loans for the three and six months ended June 30, 2026 and 2025 follows. The allowance for loan losses for other loans held for investment is insignificant.

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In addition to the provision for credit losses related to the indemnified and repurchased loan portfolio, the Company also incurs costs related to operating the indemnified and repurchased loans and other assets. A summary of losses and expenses related to indemnified and repurchased loans for the three and six months ended June 30, 2026 and 2025 follows:

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(1) Included as a component of Provision (benefit) for credit losses in the Condensed Consolidated Statements of Income.

(2) Impact on Provision (benefit) for risk-sharing obligations resulting from modified loss sharing in lieu of repurchase on $15.9 million of defaulted loans.

(3) Includes impairment charges related to the OREO asset that was previously repurchased and included as a component of Other operating expenses in the Condensed Consolidated Statements of Income.

(4) Included as a component of Placement fees and other interest income in the Condensed Consolidated Statements of Income.

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Substantially all of the indemnified and repurchased loans above are on non-accrual status. A summary of these loans as of June 30, 2026 and December 31, 2025 follows:

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NOTE 6—SERVICING

The total UPB of loans the Company was servicing for various institutional investors was $145.8 billion as of June 30, 2026 compared to $144.0 billion as of December 31, 2025.

As of both June 30, 2026 and December 31, 2025, custodial deposit accounts (“escrow deposits”) relating to loans serviced by the Company totaled $3.1 billion. These amounts are not included on the Condensed Consolidated Balance Sheets as such amounts are not Company assets; however, the Company is entitled to placement fees on these escrow deposits, presented within Placement fees and other interest income in the Condensed Consolidated Statements of Income. Certain cash deposits exceed the Federal Deposit Insurance Corporation insurance limits; however, the Company believes it has mitigated this risk by holding uninsured deposits at large national banks.

NOTE 7—WAREHOUSE AND CORPORATE NOTES PAYABLE

Warehouse Facilities

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As of June 30, 2026, to provide financing to borrowers under the Agencies’ programs, the Company had committed and uncommitted warehouse lines of credit in the amount of $4.6 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 maximum amount and outstanding borrowings under Warehouse notes payable as of June 30, 2026 follow:

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(1) Includes borrowings under pre-Agency sublimit.

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During 2026, the following amendments to the Company’s Agency Warehouse Facilities were executed in the normal course of business to support the Company’s business. No other material modifications have been made to the Agency Warehouse Facilities during the year.

The interest rate of Agency Warehouse Facility #1 decreased from SOFR plus 130 basis points to SOFR plus 120 basis points.

The maturity date of Agency Warehouse Facility #2 was extended to March 1, 2027, and the interest rate decreased from SOFR plus 130 basis points to SOFR plus 120 basis points.

During the third quarter of 2026, the maturity date of Agency Warehouse Facility #3 was extended to August 13, 2026.

The maturity date of Agency Warehouse Facility #4 was extended to June 22, 2027.

On May 29, 2026, the Company executed an agreement to establish Agency Warehouse Facility #6. The Company has a master repurchase agreement with a multinational bank for a $750.0 million uncommitted advance credit facility that is scheduled to mature on May

28, 2027. The facility provides the Company with the ability to fund Agency loans up to the uncommitted amount and has a sublimit of $188 million for certain loans that are bridge loans (“pre-Agency loans”). Advances for Agency loans are made at 100% of loan balances and bear interest at a rate of SOFR plus 130 basis points. Advances for Fannie Mae and Freddie Mac pre-Agency loans are made at 95% of loan balances for 180 days and 90% of loan balances thereafter. Advances for HUD and FHA pre-Agency loans are made at 90% of loan balances for 180 days and 85% of loan balances thereafter. All pre-Agency loans bear interest at SOFR plus 130 basis points for 180 days and SOFR plus 140 basis points thereafter.

Corporate Notes Payable

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The Company has a senior secured credit agreement, which has been amended several times, that provides for a $450.0 million term loan (the “Term Loan”) and a revolving credit facility of $50.0 million. As of June 30, 2026, the balance of the Term Loan was $444.4 million, and the revolving credit facility did not have an outstanding balance. The Company also had $400.0 million aggregate principal amount and balance outstanding of senior unsecured notes due 2033 (“Senior Notes”) as of June 30, 2026.

The warehouse facilities and corporate notes payable are subject to various financial covenants. The Company is in compliance with all of these financial covenants as of June 30, 2026.

NOTE 8—SEG****MENTS

The Company’s executive leadership team, which functions as the Company’s chief operating decision making body (“CODM”), makes decisions and assesses performance based on the financial measures disclosed below for each of the following three reportable segments. The reportable segments are determined based on the product or service provided and reflect the manner in which management is currently evaluating the Company’s financial information.

(i) Capital Markets (“CM”)—CM provides a comprehensive range of commercial real estate finance products to the Company’s customers, including Agency lending, debt brokerage, property sales, and appraisal and valuation services. The Company’s long-established relationships with the Agencies and institutional investors enable CM to offer a broad range of loan products and services to the Company’s customers, including first mortgage, second trust, supplemental, construction, mezzanine, preferred equity, and small-balance loans. CM provides property sales services to owners and developers of multifamily properties and commercial real estate and multifamily property appraisals for various lenders and investors. CM also provides real estate-related investment banking and advisory services, including housing market research.

As part of Agency lending, CM temporarily funds the loans it originates (loans held for sale) before selling them to the Agencies and earns net interest income on the spread between the interest income on the loans and the warehouse interest expense. For Agency loans, CM recognizes the fair value of expected net cash flows from servicing, which represents the right to receive future servicing fees. CM also earns fees for origination of loans for both Agency lending and debt brokerage, fees for property sales, appraisals, and investment banking and advisory services, and subscription revenue for its housing market research. Direct internal, including compensation, and external costs that are specific to CM are included within the results of this reportable segment.

(ii) Servicing & Asset Management (“SAM”)—SAM’s activities include: (i) servicing and asset-managing the portfolio of loans the Company (a) originates and sells to the Agencies, including indemnified and repurchased loans from the Agencies (b) brokers to certain life insurance companies, and (c) originates through its principal lending and investing activities, (ii) managing third-party capital invested in commercial real estate assets through senior secured debt or limited partnership equity instruments, e.g., preferred equity, mezzanine debt, etc., either through funds or direct investments, and (iii) managing third-party capital invested in tax credit equity funds focused on the LIHTC sector and other commercial real estate.

SAM earns revenue mainly through fees for servicing and asset-managing the loans in the Company’s servicing portfolio and asset management fees for managing third-party capital. Direct internal, including compensation, and external costs that are specific to SAM are included within the results of this reportable segment.

(iii) Corporate—The Corporate segment consists primarily of the Company’s treasury operations and other corporate-level activities. The Company’s treasury activities include monitoring and managing liquidity and funding requirements, including corporate debt. Other corporate-level activities include equity-method investments, accounting, information technology, legal, human resources, marketing, internal audit, and various other corporate groups (“support functions”). The Company does not allocate costs from these support functions to the CM or SAM segments in presenting segment operating results. The Company allocates interest expense and income tax expense. Corporate debt and the related interest expense are allocated first based on specific acquisitions where debt was directly used to fund the acquisition, such as the acquisition of Alliant, and then based on the remaining segment assets. Income tax expense is allocated proportionally based on income before taxes at each segment, except for significant one-time tax activities, which are allocated entirely to the segment impacted by the tax activity.

The following tables provide a summary and reconciliation of each segment’s results for the three months ended June 30, 2026 and 2025.

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(1) Personnel expense is primarily composed of the cost of salaries and benefits, payroll taxes, subjective and objective bonuses, commissions, retention bonuses, and stock-based compensation.

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(1) Personnel expense is primarily composed of the cost of salaries and benefits, payroll taxes, subjective and objective bonuses, commissions, retention bonuses, and stock-based compensation.

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The following tables provide a summary and reconciliation of each segment’s results and balances as of and for the six months ended June 30, 2026 and 2025.

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(1) Personnel expense is primarily composed of the cost of salaries and benefits, payroll taxes, subjective and objective bonuses, commissions, retention bonuses, and stock-based compensation.

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(1) Personnel expense is primarily composed of the cost of salaries and benefits, payroll taxes, subjective and objective bonuses, commissions, retention bonuses, and stock-based compensation.

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NOTE 9—GOODWILL AND OTHER INTANGIBLE ASSETS

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Goodwill

A summary of the Company’s goodwill by reportable segments as of and for the six months ended June 30, 2026 and 2025 follows:

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(1) For all the periods presented, no goodwill was allocated to the Corporate reportable segment.

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Other Intangible Assets

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Activity related to other intangible assets for the six months ended June 30, 2026 and 2025 follows:

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The following table summarizes the gross value, accumulated amortization, and net carrying value of the Company’s other intangible assets as of June 30, 2026 and December 31, 2025:

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The expected amortization of other intangible assets shown on the Condensed Consolidated Balance Sheet as of June 30, 2026 is shown in the table below. Actual amortization may vary from these estimates.

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Contingent Consideration Liabilities

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A summary of the Company’s contingent consideration liabilities, which are included in Other liabilities on the Condensed Consolidated Balance Sheets, for the six months ended June 30, 2026 and 2025 follows:

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The contingent consideration liabilities presented in the table above relate to acquisitions of investment sales brokerage companies and other acquisitions, all completed over the past several years. The contingent consideration for each of the acquisitions may be earned over various lengths of time after each acquisition, with a maximum earnout period of five years, provided certain revenue targets and other metrics have been met. The last of the earnout periods related to the contingent consideration ends in the third quarter of 2027.

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NOTE 10—FAIR VALUE MEASUREMENTS

The Company uses valuation techniques that are consistent with the market approach, the income approach, and/or the cost approach to measure assets and liabilities that are measured at fair value. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, accounting standards establish a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

• Level 1—Financial assets and liabilities whose values are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
• Level 2—Financial assets and liabilities whose values are based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.
• Level 3—Financial assets and liabilities whose values are based on inputs that are both unobservable and significant to the overall valuation.

The Company's MSRs are measured at fair value at inception, and thereafter on a nonrecurring basis and are carried at the lower of amortized costs or fair value. That is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value measurement when there is evidence of impairment and for disclosure purposes (NOTE 3). The Company's MSRs do not trade in an active, open market with readily observable prices. While sales of multifamily MSRs do occur on occasion, precise terms and conditions vary with each transaction and are not readily available. Accordingly, the estimated fair value of the Company’s MSRs was developed using discounted cash flow models that calculate the present value of estimated future net servicing income. The model considers contractually specified servicing fees, prepayment assumptions, estimated placement fee revenue from escrow deposits, and other economic factors. The Company periodically reassesses and adjusts, when necessary, the underlying inputs and assumptions used in the model to reflect observable market conditions and assumptions that a market participant would consider in valuing MSR assets.

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Undesignated Derivatives

Loan commitments that meet the definition of a derivative are recorded at fair value on the Condensed Consolidated Balance Sheets upon the execution 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 in the Condensed 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 Condensed Consolidated Balance Sheets and as a component of Loan origination and debt brokerage fees, net in the Condensed Consolidated Statements of Income), (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 guaranty obligation (included in derivative assets, a component of Other assets, on the Condensed Consolidated Balance Sheets and in Fair value of expected net cash flows from servicing, net of guaranty obligation in the Condensed Consolidated Statements of Income), 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 origination and debt brokerage fees, net in the Condensed Consolidated Statements of Income. All loan and forward sale commitments described above are undesignated derivatives.

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Designated Derivatives

In connection with the issuance of the Senior Notes, 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 Condensed 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 Condensed 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 Condensed 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 Condensed Consolidated Balance Sheets.

A description of the valuation methodologies used for assets and liabilities measured at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

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• Derivative Instruments—Designated Derivatives and Hedged Item—The Company determines the fair value of the interest rate swap and hedged item using observable market data to determine the expected net cash flows of the receive-fix and pay-variable legs and is classified as Level 2 of the valuation hierarchy.
• Derivative Instruments—*Undesignated Derivatives—*These derivative positions primarily consist of interest rate lock commitments and forward sale agreements to the Agencies related to the Company’s mortgage banking activities. The fair value of these instruments is estimated using a discounted cash flow model developed based on changes in the U.S. Treasury rate and other observable market data. The value was determined after considering the potential impact of collateralization, adjusted to reflect the nonperformance risk of both the counterparty and the Company, and is classified within Level 2 of the valuation hierarchy.
• Loans Held for Sale—All loans held for sale presented on the Condensed Consolidated Balance Sheets are reported at fair value. The Company determines the fair value of the loans held for sale using discounted cash flow models that incorporate quoted observable inputs from market participants, such as changes in the U.S. Treasury rate. Therefore, the Company classifies these loans held for sale as Level 2.
• Pledged Securities—Investments in money market funds are valued using quoted market prices from recent trades and typically have maturities of 90 days or less. Therefore, the Company classifies this portion of pledged securities as Level 1. The Company determines the fair value of its AFS Agency mortgage-backed securities (“Agency MBS”) using third-party estimates of fair value. Consequently, the Company classifies this portion of pledged securities as Level 2. Additional details on pledged securities are included in NOTE 12.
• *Real estate held for sale—*The Company classifies its (i) OREO asset and other asset, net that were acquired from repurchases and indemnifications and (ii) its other real estate obtained from an acquisition several years ago (all included as components of Other assets on the Condensed Consolidated Balance Sheets) as real estate held for sale and carries these assets at fair value on the Condensed Consolidated Balance Sheets. These assets were classified as held for use as of December 31, 2025 and as a result were not recorded at fair value on a recurring basis. They were reclassified as held for sale as of June 30, 2026 and accordingly recorded at fair value on a recurring basis. The Company utilizes property valuations to determine the fair value of these assets, which may incorporate standard appraisals and/or internal Company discounted cash flows (“DCF”) valuations based on projected unobservable inputs such as capitalization rates (“cap rates”), net operating income (“NOI”), vacancy rates, bad debt expense, and rental rates. When the Company determines the property valuation using an internal model, it maximizes the use of its historical experience with the property and market data from well-recognized data providers. The Company may also benchmark its historical experience with external data sources to assess the reasonableness of its inputs and assumptions. As of June 30, 2026, the valuations were based on appraisals or contractual sales prices. These valuations based on appraisals are considered Level 3 by the Company as they incorporate significant unobservable inputs into their valuations. The valuation for the other asset is based on an executed contractual sales price as of June 30, 2026 and is considered Level 2 by the Company as it incorporates observable inputs and has no judgment around the probability of the occurrence of the sale (the asset was sold in the third quarter of 2026).
• *Loans held for investment, net—*The Company initially recognizes indemnified and repurchased loans at fair value and classifies them as loans held for investment (included as components of Other assets on the Condensed Consolidated Balance Sheets). After initial recognition, the indemnified and repurchased loans are carried at amortized cost basis, net of allowance. The Company utilizes property valuations to determine the fair value of these loans when they are nonperforming, which may incorporate standard appraisals and/or internal Company DCF valuations based on projected unobservable inputs such as cap rates, NOI, vacancy rates, bad debt expense, and rental rates. When the Company determines the property valuation using an internal model, it maximizes the use of its historical experience with the property and market data from well-recognized data providers. The Company may also benchmark its historical experience with external data sources to assess the reasonableness of its inputs and assumptions. As of June 30, 2026, the valuations were based on appraisals. These valuations are considered Level 3 by the Company as they incorporate significant unobservable inputs into their valuations.

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025, segregated by the level of the valuation inputs within the fair value hierarchy used to measure fair value:

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(1) The “Roll Forward of Level 3 Real Estate Held for Sale” table below has a detailed roll forward of the Level 3 assets as of June 30, 2026.

(2) Contingent Consideration Liabilities were immaterial as of June 30, 2026. NOTE 9 of the 2025 Form 10-K contains a description of the valuations methodology related to this Level 3 liability as of December 31, 2025. The “Roll Forward of Contingent Consideration Liabilities” in NOTE 9 contains a detailed roll forward of this Level 3 liability.

There were no transfers between any of the levels within the fair value hierarchy during the six months ended June 30, 2025. During the three and six months ended June 30, 2026, the Company transferred a fair value measurement from Level 3 to Level 2. Real estate held for sale was measured using an appraisal as of March 31, 2026 (a Level 3 fair value measurement) but was measured based on contractual sales price (a Level 2 measurement) as of June 30, 2026.

Undesignated derivative instruments related to the Company’s mortgage banking activities (Level 2) are outstanding for short periods of time (generally less than 60 days). Designated derivatives related to interest rate swaps are outstanding for the length of the hedged item, which currently matures on April 1, 2033.

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A roll forward of derivative instruments is presented below for the three and six months ended June 30, 2026 and 2025:

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(1) Realized and unrealized gains (losses) from undesignated derivatives are recognized in Loan origination and debt brokerage fees, net and Fair value of expected net cash flows from servicing, net of guaranty obligation in the Condensed Consolidated Statements of Income.

(2) Unrealized gain (loss) from designated derivatives is recognized in Interest expense on corporate debt in the Condensed Consolidated Statements of Income.

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A summary of the Company’s real estate held for sale as of and for the three and six months ended June 30, 2026 follows:

(1) As of and for the year ended December 31, 2025, the Company did not hold its real estate assets as held for sale and thus did not record their fair values on a recurring basis.

(2) Included as a component of Other operating expenses on the Condensed Consolidated Statements of Income.

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The following table presents information about significant unobservable inputs used in the recurring measurement of the fair value of the Company’s Level 3 assets and liabilities as of June 30, 2026:

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(1) Significant changes in this input may lead to significant changes in the fair value measurements.

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The carrying amounts and the fair values of the Company's financial instruments as of June 30, 2026 and December 31, 2025 are presented below:

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(1) Included as a component of Other assets on the Condensed Consolidated Balance Sheets.

(2) Comprised primarily of loans with collateral-based reserves and loans with variable interest rates.

(3) Included as a component of Other liabilities on the Condensed Consolidated Balance Sheets.

(4) Carrying value includes unamortized debt issuance costs.

(5) Carrying value includes unamortized debt discount.

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Fair Value of Undesignated Derivative Instruments and Loans Held for Sale—In the normal course of business, the Company enters into contractual commitments to originate and sell multifamily mortgage loans at fixed prices with fixed expiration dates. The commitments become effective when the borrowers "lock-in" a specified interest rate within time frames established by the Company. All mortgagors are evaluated for creditworthiness prior to the extension of the commitment. Market risk arises if interest rates move adversely between the time of the "lock-in" of rates by the borrower and the sale date of the loan to an investor.

To mitigate the effect of the interest rate risk inherent in providing rate lock commitments to borrowers, the Company enters into a sale commitment with the investor simultaneously with the rate lock commitment with the borrower. The sale contract with the investor locks in an interest rate and price for the sale of the loan. The terms of the contract with the investor and the rate lock with the borrower are matched in substantially all respects, with the objective of eliminating interest rate risk to the extent practical. Sale commitments with the investors have an expiration date that is longer than the Company’s related commitments to the borrower to allow for, among other things, the closing of the loan and processing of paperwork to deliver the loan into the sale commitment.

Both the rate lock commitments to borrowers and the forward sale contracts to buyers are undesignated derivatives and, accordingly, are marked to fair value through Loan origination and debt brokerage fees, net in the Condensed Consolidated Statements of Income. The fair value of the Company's rate lock commitments to borrowers and loans held for sale includes, as applicable:

• the estimated gain of the expected loan sale to the investor;
• the expected net cash flows associated with servicing the loan, net of any guaranty obligations retained;
• the effects of interest rate movements between the date of the rate lock and the balance sheet date; and
• the nonperformance risk of both the counterparty and the Company.

The estimated gain considers the origination fees the Company expects to collect upon loan closing (derivative instruments only) and premiums the Company expects to receive upon sale of the loan. The fair value of the expected net cash flows associated with servicing the loan is calculated pursuant to the valuation techniques applicable to the fair value of future servicing, net at loan sale.

To calculate the effects of interest rate movements, the Company uses applicable published U.S. Treasury prices and multiplies the price movement between the rate lock date and the balance sheet date by the notional loan commitment amount.

The fair value of the Company's forward sales contracts to investors considers the effects of interest rate movements between the trade date and the balance sheet date. The market price changes are multiplied by the notional amount of the forward sales contracts to measure the fair value.

The fair value of the Company’s interest rate lock commitments and forward sales contracts is adjusted to reflect the risk that the agreement will not be fulfilled. The Company’s exposure to nonperformance in interest rate lock commitments and forward sale contracts is represented by the contractual amount of those instruments. Given the credit quality of the Company’s counterparties and the short duration of interest rate lock commitments and forward sale contracts, the risk of nonperformance by the Company’s counterparties has historically been minimal.

The following table presents the components of fair value and other relevant information associated with the Company’s derivative instruments and loans held for sale as of June 30, 2026 and December 31, 2025:

(1) Included as a component of Other assets on the Condensed Consolidated Balance Sheets.

(2) Included as a component of Other liabilities on the Condensed Consolidated Balance Sheets.

(3) Fair value adjustment included as an adjustment to Loans held for sale, at fair value on the Condensed Consolidated Balance Sheets.

(4) Fair value adjustment included as an adjustment to Corporate notes payable on the Condensed Consolidated Balance Sheets.

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 three and six months ended June 30, 2026 and 2025 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.

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The assumed proceeds used for calculating the dilutive impact of restricted stock awards under the treasury-stock method include the unrecognized compensation costs associated with the awards. For the three and six months ended June 30, 2026, 968 thousand average restricted shares and 843 thousand average restricted shares, respectively, were excluded from the computation of diluted EPS under the treasury-stock method. For the three and six months ended June 30, 2025, 508 thousand average restricted shares and 377 thousand average restricted shares, respectively, were excluded from the computation. These average restricted shares were excluded from the computation of diluted EPS under the treasury method because the effect would have been anti-dilutive (the exercise price of the options, or the grant date market price of the restricted shares, was greater than the average market price of the Company’s shares of common stock during the periods presented).

In February 2026, the Company’s Board of Directors approved a 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 (the “2026 Stock Repurchase Program”). During the three months ended March 31, 2026, the Company repurchased 283 thousand shares under the 2026 Stock Repurchase Program at a weighted-average price of $47.13 per share and immediately retired the shares, reducing stockholders’ equity by $13.3 million. The Company did not repurchase any shares under the 2026 Stock Repurchase Program during the three months ended June 30, 2026. As of June 30, 2026, the Company had $61.7 million of authorized share repurchase capacity remaining under the 2026 Stock Repurchase Program.

During each of the three months ended March 31 and June 30, 2026, the Company paid a dividend of $0.68 per share. On August 5, 2026, the Company’s Board of Directors declared a dividend of $0.68 per share for the third quarter of 2026. The dividend will be paid on September 3, 2026 to all holders of record of the Company’s restricted and unrestricted common stock as of August 20, 2026.

The Company awarded $5.5 million and $6.1 million of stock to settle compensation liabilities, a non-cash transaction, for the six months ended June 30, 2026 and 2025, respectively.

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.

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NOTE 12—FANNIE MAE COMMITMENTS AND PLEDGED SECURITIES

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Fannie Mae DUS Related Commitments—Commitments for the origination and subsequent sale and delivery of loans to Fannie Mae represent those mortgage loan transactions where the borrower has locked an interest rate and scheduled closing, and the Company has entered into a mandatory delivery commitment to sell the loan to Fannie Mae. As discussed in NOTE 10, the Company accounts for these commitments as derivatives recorded at fair value.

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The Company is generally required to share the risk of any losses associated with loans sold under the Fannie Mae DUS program. The Company is required to secure these obligations by assigning restricted cash balances and securities to Fannie Mae, which are classified as Pledged securities, at fair value on the Condensed Consolidated Balance Sheets. The amount of collateral required by Fannie Mae is a formulaic calculation at the loan level and considers the balance of the loan, the risk level of the loan, the age of the loan, and the level of risk-sharing. Fannie Mae requires restricted liquidity for Tier 2 loans of 75 basis points, which is funded over a 48-month period that begins upon delivery of the loan to Fannie Mae. Pledged securities held in the form of money market funds holding U.S. Treasuries are discounted 5%, and Agency MBS are discounted 4% for purposes of calculating compliance with the restricted liquidity requirements. As seen below, the Company held the majority of its pledged securities in Agency MBS as of June 30, 2026. The majority of the loans for which the Company has risk-sharing are Tier 2 loans.

The Company is in compliance with the June 30, 2026 collateral requirements as outlined above. As of June 30, 2026, reserve requirements for the DUS loan portfolio will require the Company to fund $89.3 million in additional restricted liquidity over the next 48 months, assuming no further principal paydowns, prepayments, or defaults within the at-risk portfolio. Fannie Mae has reassessed the DUS Capital Standards in the past and may make changes to these standards in the future. The Company generates sufficient cash flow from its operations to meet these capital standards and does not expect any future changes to have a material impact on its operations; however, any future increases to collateral requirements may adversely impact the Company’s available cash.

Fannie Mae has established benchmark standards for capital adequacy and reserves the right to terminate the Company's servicing authority for all or some of the portfolio if, at any time, it determines that the Company's financial condition is not adequate to support its obligations under the DUS agreement. The Company is required to maintain acceptable net worth, as defined in the agreement, and the Company satisfied the requirements as of June 30, 2026. The net worth requirement is derived primarily from unpaid principal balances on Fannie Mae loans and the level of risk-sharing. As of June 30, 2026, the net worth requirement was $357.4 million, and the Company's net worth, as defined in the requirements, was $941.0 million, as measured at the Company’s wholly owned operating subsidiary, Walker & Dunlop, LLC. As of June 30, 2026, the Company was required to maintain at least $71.0 million of liquid assets to meet operational liquidity requirements for Fannie Mae, Freddie Mac, HUD, and Ginnie Mae, and the Company had operational liquidity, as defined in the requirements, of $128.5 million as of June 30, 2026, as measured at the Company’s wholly owned operating subsidiary, Walker & Dunlop, LLC.

Pledged Securities, at Fair Value—Pledged securities, at fair value on the Condensed Consolidated Balance Sheets consisted of the following balances as of June 30, 2026 and 2025, and December 31, 2025 and 2024:

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The information in the preceding table is presented to reconcile beginning and ending cash, cash equivalents, restricted cash, and restricted cash equivalents in the Condensed Consolidated Statements of Cash Flows as more fully discussed in NOTE 2.

The Company’s investments included within Pledged securities, at fair value consist primarily of money market funds and Agency debt securities. The investments in Agency debt securities consist of multifamily Agency MBS and are all accounted for as AFS securities. A detailed discussion of the Company’s accounting policies regarding the allowance for credit losses for AFS securities is included in NOTE 2 of the

Company’s 2025 Form 10-K. The following table provides additional information related to the Agency MBS as of June 30, 2026 and December 31, 2025:

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Pledged securities with a fair value of $98.1 million, an amortized cost of $99.2 million, and a net unrealized loss of $1.1 million have been in a continuous unrealized loss position for more than 12 months. All securities that have been in a continuous loss position are Agency debt securities that carry a guarantee of the contractual payments; therefore, an allowance for credit losses has not been recorded.

The following table provides contractual maturity information related to Agency MBS. The money market funds invest in short-term Federal Government and Agency debt securities and have no stated maturity date.

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NOTE 13—VARIABLE INTEREST ENTITIES

The Company provides alternative investment management services through the syndication of tax credit funds and development of affordable housing projects. To facilitate the syndication and development of affordable housing projects, the Company is involved with the acquisition and/or formation of limited partnerships and joint ventures with investors, property developers, and property managers that are variable interest entities (“VIEs”). The Company’s continuing involvement in the VIEs usually includes either serving as the manager of the VIE or as a majority investor in the VIE with a property developer or manager serving as the manager of the VIE.

A detailed discussion of the Company’s accounting policies regarding the consolidation of VIEs and significant transactions involving VIEs is included in NOTE 2 and NOTE 18 of the 2025 Form 10-K.

As of June 30, 2026 and December 31, 2025, the assets and liabilities of the consolidated tax credit funds were insignificant. The table below presents the assets and liabilities of the Company’s consolidated joint venture development VIEs included on the Condensed Consolidated Balance Sheets:

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The table below presents the carrying value and classification of the Company’s interests in nonconsolidated VIEs included on the Condensed Consolidated Balance Sheets:

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(1) Maximum exposure is determined as “Total interests in nonconsolidated VIEs.” The maximum exposure for the Company’s investments in tax credit equity is limited to the carrying value of its investment, as there are no funding obligations or other commitments related to the nonconsolidated VIEs other than the amounts presented in the table above.

(2) Based on historical experience and the underlying expected cash flows from the underlying investment, the maximum exposure of loss is not representative of the actual loss, if any, that the Company may incur.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the historical financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q (“Form 10-Q”). The following discussion contains, in addition to historical information, forward-looking statements that include risks and uncertainties. Our actual results may differ materially from those expressed or contemplated in those forward-looking statements as a result of certain factors, including those set forth under the headings “Forward-Looking Statements” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”).

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Business

Overview

Walker & Dunlop operates one of the largest commercial real estate capital markets and finance platforms in the United States, with a growing international capital markets business. We are focused on originating, selling, and servicing loans, with a market-leading position in the U.S. multifamily sector. Our longstanding multifamily focus has established us as one of the largest multifamily property sales brokerage platforms in the U.S., and perennially as one of the largest lenders for Fannie Mae and Freddie Mac (collectively, the “GSEs”), and the Federal Housing Administration, a division of the U.S. Department of Housing and Urban Development (together with Ginnie Mae, “HUD”) (collectively, the “Agencies”). We also provide investment management and other ancillary services to commercial real estate owners and investors.

Our business is driven by two primary sources of revenues:

(i) Transaction-related revenues, which includes loan origination and debt brokerage fees, property sales fees, and other revenues earned when we facilitate financing or execute transactions for our customers. These revenues are influenced by market conditions and commercial real estate transaction activity.

(ii) Recurring fee-based revenues, which includes loan servicing fees, asset management fees, and related income streams generated from our loan servicing portfolio and assets under management. These revenues are contractual in nature, more stable than transaction-related revenues, and largely tied to the size and composition of our loan servicing portfolio and assets under management.

A core element of our strategy is to convert transaction activity into contractual, long-duration, recurring revenue streams. When we originate loans—particularly through Agency programs—we typically retain the right to service those loans, which increases the size of our commercial real estate loan servicing portfolio, and generates ongoing cash flows over the life of the loan. Our strategy has established Walker & Dunlop as the sixth largest commercial real estate loan servicer in the U.S. As of June 30, 2026, we serviced $145.8 billion of commercial real estate loans (primarily multifamily) that provide durable, largely prepayment protected cash flows. This servicing platform is a foundational component of our business that supports our ability to invest in growth initiatives.

Business Mix and Growth Strategy

Our business is currently driven primarily by our multifamily-focused lending, brokerage, property sales and servicing activities in the United States. These operations benefit from our long-standing relationships with the Agencies and other institutional capital providers, as well as our scale within the multifamily sector.

Over the past several years, we have been investing in expanding and diversifying our service offerings to commercial real estate owners and investors, including appraisal, valuation, research, investment banking, and additional investment management services. We have also been expanding our lending, brokerage and property sales capabilities across other commercial real estate asset classes, including hospitality, industrial, and digital infrastructure and expanding our presence and service offerings in Europe to better serve many of our institutional clients that operate global investment strategies. These initiatives represent long-term growth opportunities. Many of these businesses are currently operating at or near break-even as we continue to invest in their development. As a result, our near-term financial performance continues to be driven predominantly by our core multifamily lending, brokerage, property sales services, loan servicing, and investment management platforms.

We are also investing in proprietary technology and software solutions to improve the efficiency of our business model, enhance our competitive position and support the long-term evolution of our business. These investments are designed to increase our touchpoints with current and prospective clients, improve the delivery and scalability of our existing and future services, and drive operating efficiencies across our business. As advancements in artificial intelligence and related technologies continue to reshape financial and real estate services, we believe it is critical to invest proactively to ensure we remain an essential partner to our clients and well-positioned within the evolving

transaction ecosystem. Our technology initiatives are intended to strengthen client engagement, improve data-driven decision-making, and enhance our ability to originate transactions and continue growing our servicing and asset management platforms over time.

Segment Overview

We manage our business through three reportable segments:

(i) Capital Markets, which primarily generates transaction-based revenues through loan origination, debt brokerage, property sales, and related services.

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(ii) Servicing & Asset Management, which primarily generates recurring, fee-based revenue from servicing our commercial real estate loan portfolio and managing third-party capital through our investment management operations.

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(iii) Corporate, which includes our treasury activities and corporate-level functions that support the overall business.

These reportable segments are determined based on the product or service provided and reflect the manner in which management evaluates the Company’s financial performance. The segments and related services are further described in the following paragraphs.

Capital Markets (“CM”)

CM provides a comprehensive range of commercial real estate finance products to our customers, including Agency lending, debt brokerage, property sales, appraisal and valuation services, and real estate-related investment banking and advisory services, including housing market research. Our long-established relationships with the Agencies and institutional investors enable us to offer a broad range of loan products and services to our customers. We provide property sales services to owners and developers of multifamily and hospitality properties and commercial real estate appraisals for various lenders and investors. Additionally, we earn subscription fees for our housing related research. The primary services within CM are described below. For additional information on our CM services, refer to Item 1. Business in our 2025 Form 10-K.

Agency Lending

We are one of the leading lenders with the Agencies, where we originate and sell multifamily, manufactured housing communities, student housing, affordable housing, seniors housing, and small-balance multifamily loans.

We recognize Loan origination and debt brokerage fees, net and the Fair value of expected net cash flows from servicing, net of guaranty obligation from our lending with the Agencies when we commit to both originate a loan with a borrower and sell that loan to an investor. The loan origination and debt brokerage fees, net and the fair value of expected net cash flows from servicing, net of guaranty obligation for these transactions reflect the fair value attributable to loan origination fees, premiums on the sale of loans, net of any co-broker fees, and the fair value of the expected net cash flows associated with servicing the loans, net of any guaranty obligations retained.

We generally fund our Agency loan products through warehouse facility financing and sell them to investors in accordance with the related loan sale commitment, which we obtain concurrent with rate lock. Proceeds from the sale of the loan are used to pay off the warehouse facility borrowing. The sale of the loan is typically completed within 60 days after the loan is closed. We earn net warehouse interest income or expense from loans held for sale while they are outstanding equal to the difference between the note rate on the loan and the cost of borrowing of the warehouse facility. Our cost of borrowing can exceed the note rate on the loan, resulting in a net interest expense.

Our loan commitments and loans held for sale are currently not exposed to unhedged interest rate risk during the loan commitment, closing, and delivery process. The sale or placement of each loan to an investor is negotiated at the same time as we establish the coupon rate for the loan. We also seek to mitigate the risk of a loan not closing by collecting good faith deposits from the borrower. The deposit is returned to the borrower only after the loan is closed. Any potential loss from a catastrophic change in the property condition while the loan is held for sale using warehouse facility financing is mitigated through property insurance equal to replacement cost. We are also protected contractually from an investor’s failure to purchase the loan. We have experienced an insignificant number of failed deliveries in our history and have incurred insignificant losses on such failed deliveries.

We have been and may in the future be obligated to repurchase loans that are originated for the Agencies’ programs if certain representations and warranties that we provide in connection with such originations are breached. NOTE 2 and NOTE 5 of our 2025 Form 10-K and NOTE 5 to the condensed consolidated financial statements above contain disclosures regarding our repurchase activity and the accounting for such repurchases. At times, we may agree to indemnify the relevant Agency pursuant to a forbearance and indemnification agreement. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Credit Quality, Allowance for Risk-Sharing Obligations, and Loan Repurchases” below for additional details.

Debt Brokerage

Our mortgage bankers who focus on debt brokerage are engaged by borrowers to work with banks and various other institutional lenders to find the most appropriate debt and/or equity solution for the borrowers’ needs. These financing solutions are funded directly by the lender, and we receive an origination fee for our services. On occasion, we service the loans after they are originated by the lender.

Property Sales

We offer nationwide property sales brokerage services to owners and developers of multifamily and hospitality properties that are seeking to sell these properties. Through these property sales brokerage services, we seek to maximize proceeds and certainty of closure for our clients using our knowledge of the commercial real estate and capital markets and relying on our experienced transaction professionals. We receive a sales commission for brokering the sale of these assets on behalf of our clients, and we often are able to provide financing for the purchaser of the properties through our Agency lending or debt brokerage services. Our geographical reach covers many major markets in the United States, and our service offerings include sales of land, student, senior housing, hospitality, and affordable properties. We have broadened the types of assets we sell, increased the number of property sales brokers, and expanded the geographical reach of this platform through hiring and acquisitions and intend to continue this expansion in support of our growth strategy. Our property sales services are executed through our subsidiary Walker & Dunlop Investment Sales, LLC (“WDIS”).

Housing Market Research and Real Estate Investment Banking Services

We are a nationally recognized housing market research and investment banking firm that enhances the information we provide to our clients and increases our access to high-quality market insights in many areas of the housing market, including construction trends, demographics, housing demand and mortgage finance. We generate revenues through the sale of housing market research data and related publications to banks, investment banks and other financial institutions. We are also a leading independent investment bank providing comprehensive M&A advisory services and capital markets solutions to our clients within the housing and commercial real estate sectors. We sell our research and investment banking services through our subsidiary WDIB, LLC d/b/a Zelman & Associates (“Zelman”).

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Appraisal and Valuation Services

We offer multifamily appraisal and valuation services. We leverage technology and data science to dramatically improve the consistency, transparency, and speed of multifamily property appraisals in the U.S. through our proprietary technology and provide appraisal services to a client list that includes many national commercial real estate lenders. We also provide quarterly and annual valuation services to some of the largest institutional commercial real estate investors in the country. The growth strategy has resulted in an increase in our market share of the appraisal market over the past several years. Additionally, these valuation specialists provide support for and insight to our Agency lending and property sales professionals. We offer our appraisal and valuation services through our subsidiary, Apprise.

Servicing & Asset Management (“SAM”)

SAM focuses on servicing and asset-managing the portfolio of loans we originate and sell to the Agencies, broker to certain life insurance companies and other third-party capital providers, originate loans through our principal lending and investing activities, and manage through our tax credit equity funds focused on the affordable housing sector and other commercial real estate. We earn servicing fees for overseeing the loans in our servicing portfolio and asset management fees for the capital invested in our funds. Additionally, we earn revenue through net interest income on the loans held for investment and the associated warehouse interest expense. The primary services within SAM are described below. For additional information on our SAM services, refer to Item 1. Business in our 2025 Form 10-K.

Loan Servicing

We retain servicing rights and asset management responsibilities on substantially all of our Agency loan products that we originate and sell and generate cash revenues from the fees we receive for servicing the loans, from the placement fees on escrow deposits held on behalf of borrowers, and from other ancillary fees relating to servicing the loans. Servicing fees, which are based on servicing fee rates set at the time an investor agrees to purchase the loan and on the unpaid principal balance of the loan, are generally paid monthly for the duration of the loan. Our Fannie Mae and Freddie Mac servicing arrangements generally provide prepayment protection to us in the event of a voluntary prepayment. For loans serviced outside of Fannie Mae and Freddie Mac, we typically do not have similar prepayment protections. For most loans we service under the Fannie Mae Delegated Underwriting and Servicing (“DUS”) program, we are required to advance the principal and interest payments and guarantee fees for four months should a borrower cease making payments under the terms of their loan, including while that loan is in forbearance. After advancing for four months, we may request reimbursement by Fannie Mae for the principal and interest advances, and Fannie Mae will reimburse us for these advances within 60 days of the request. Under the Ginnie Mae program, we are obligated to advance the principal and interest payments and guarantee fees until the HUD loan is brought current, fully paid or assigned to HUD. We are eligible to assign a loan to HUD once it is in default for 30 days. If the loan is not brought current, or the loan otherwise defaults, we are not reimbursed for our advances until such time as we assign the loan to HUD and file a claim for mortgage insurance benefits or work out a payment modification for the borrower. For loans in default, we may repurchase those loans out of the Ginnie Mae security, at which time our advance requirements cease, and we may then modify and resell the loan or assign the loan back to HUD and be reimbursed for our advances. We are not obligated to make advances on the loans we service under the Freddie Mac Optigo® program or our bank and life insurance company servicing agreements.

We have risk-sharing obligations on substantially all loans we originate under the Fannie Mae DUS program. When a Fannie Mae DUS loan is subject to full risk-sharing, we absorb losses on the first 5% of the unpaid principal balance (“UPB”) of a loan at the time of loss settlement, and above 5% we share a percentage of the loss with Fannie Mae, with our maximum loss capped at 20% of the original unpaid principal balance of the loan (subject to increasing up to 100% of the loss if the loan does not meet specific underwriting criteria or if the loan defaults within 12 months of its sale to Fannie Mae). Our full risk-sharing is currently limited to loans up to $400 million, which equates to a maximum loss per loan of $80 million (such exposure would occur in the event that the underlying collateral is determined to be completely without value at the time of loss). For loans in excess of $400 million, we receive modified risk-sharing. We also may request modified risk-sharing at the time of origination on loans below $400 million, which reduces our potential risk-sharing losses from the levels described above if we do not believe that we are being fully compensated for the risks of the transactions. The full risk-sharing limit has varied over time. Accordingly, loans originated in prior years may have been subject to modified risk-sharing losses at lower levels. In limited circumstances we have agreed, and may in the future agree, with Fannie Mae to increase our loss sharing up to 100% of a loan’s UPB in lieu of the risk-sharing agreement described above.

Our servicing fees for risk-sharing loans include compensation for the risk-sharing obligations and are larger than the servicing fees we would receive from Fannie Mae for loans with no risk-sharing obligations. We receive a lower servicing fee for modified risk-sharing than for full risk-sharing. For brokered loans that we also service, we collect ongoing servicing fees while those loans remain in our servicing portfolio. The scope of services we perform for brokered capital sources is typically limited to cashiering only; as a result, the servicing fees we typically earn on brokered loan transactions are lower than the servicing fees we earn on Agency loans.

Investment Management

We are the operator of a private commercial real estate investment adviser focused on the management of senior debt, mezzanine debt, preferred equity, and joint venture (“JV”) equity investments in commercial real estate funds. Our current regulatory assets under management (“AUM”) is $2.6 billion, primarily consisting of four equity investment vehicles: Fund IV, Fund V, Fund VI, and Fund VII (the “Equity Funds”) and two credit funds, Debt Fund I and Debt Fund II (the “Debt Funds” and, together with the Equity Funds, the “Funds”), as well as separate accounts managed primarily for life insurance companies and a preferred equity JV with a large Canadian pension fund. AUM for the Funds and for the separate accounts consists of both unfunded commitments and funded investments. Unfunded commitments are highest during the fundraising and investment phases. We receive management fees based on both unfunded commitments and funded investments. Additionally, with respect to the Funds, we receive a percentage of the return above the fund return hurdle rate specified in the fund agreements. We are a co-investor in the Funds and certain separate accounts. We offer these investment management services through our subsidiary, WDIP.

Affordable Housing Real Estate Services

We provide affordable housing investment management and real estate services through our subsidiaries, collectively known as Walker & Dunlop Affordable Equity (“WDAE”). We are one of the largest tax credit syndicators and affordable housing developers in the U.S. and

provide alternative investment management services focused on the affordable housing sector through LIHTC syndication and development of affordable housing projects through joint ventures. Our affordable housing investment management team works with our developer clients to identify properties that will generate LIHTCs and meet our affordable investors’ needs, and forms limited partnership funds (“LIHTC funds”) with third-party investors that invest in the limited partnership interests in these properties and earns a syndication fee for these services. We serve as the general partner of these LIHTC funds, and we receive fees, such as asset management fees, and a portion of refinance and disposition proceeds as compensation for its work as the general partner of the fund.

We invest, as the managing or non-managing member of joint ventures, with developers of affordable housing projects that are partially funded through LIHTCs. When possible, we syndicate the LIHTC investment necessary to build properties through these joint venture partnerships. The joint ventures earn developer fees, and we receive the portion of the economic benefits commensurate with our investment in the joint ventures, including cash flows from operating activities and sales/refinancing.

We provide LIHTC investment management services and make non-managing investments in developer joint ventures through our subsidiaries, collectively known as Walker & Dunlop Affordable Equity (“WDAE”).

Corporate

The Corporate segment consists primarily of our treasury operations and other corporate-level activities. Our treasury operations include monitoring and managing our liquidity and funding requirements, including our corporate debt. Other major corporate-level functions include our equity-method investments, accounting, information technology, legal, human resources, marketing, internal audit, and various other corporate groups. For additional information on our Corporate segment, refer to Item 1. Business in our 2025 Form 10-K.

Basis of Presentation

Walker & Dunlop, Inc. is a holding company. The accompanying condensed consolidated financial statements include all the accounts of the Company and its wholly owned subsidiaries, and all intercompany transactions have been eliminated. We conduct the majority of our operations through Walker & Dunlop, LLC, our operating company.

During the fourth quarter of 2025, we granted profit interest awards to certain non-executive employees of Walker & Dunlop, LLC to better align their incentive compensation with our 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 and is part of our CM segment.

Critical Accounting Estimates

Our condensed consolidated financial statements have been prepared in accordance with GAAP, which require management to make estimates based on certain judgments and assumptions that are inherently uncertain and affect reported amounts. The estimates and assumptions are based on historical experience and other factors management believes to be reasonable. Actual results may differ from those estimates and assumptions, and the use of different judgments and assumptions may have a material impact on our results. The following critical accounting estimates involve significant estimation uncertainty that may have or is reasonably likely to have a material impact on our financial condition or results of operations. Additional information about our critical accounting estimates and other significant accounting policies is discussed in NOTE 2 of the consolidated financial statements in our 2025 Form 10-K.

Mortgage Servicing Rights (“MSRs”). MSRs are recorded at fair value at loan sale. The fair value at loan sale is based on estimates of expected net cash flows associated with the servicing rights and takes into consideration an estimate of loan prepayment. Initially, the fair value amount is included as a component of the derivative asset fair value at the loan commitment date. The estimated net cash flows from servicing, which includes assumptions for discount rate, placement fees on escrow accounts (“placement fees”), prepayment speeds, and servicing costs, are discounted using a discounted cash flow model at a rate that reflects the credit and liquidity risk of the MSR over the estimated life of the underlying loan. The discount rates used throughout the periods presented for all MSRs were between 8-14% and varied based on the loan type. The life of the underlying loan is estimated giving consideration to the prepayment provisions in the loan and assumptions about loan behaviors around those provisions. Our model for MSRs assumes no prepayment prior to the expiration of the prepayment provisions and full prepayment of the loan at or near the point when the prepayment provisions have expired. The estimated net cash flows also include cash flows related to the future earnings from placement of escrow accounts associated with servicing the loans. We include a servicing cost assumption to account for our expected costs to service a loan. The estimated placement fee rate associated with servicing the loan increases estimated cash flows,

and the estimated future cost to service the loan decreases estimated future cash flows. The servicing cost assumption has had a de minimis impact on the estimate historically. We record an individual MSR asset for each loan at loan sale.

The assumptions used to estimate the fair value of capitalized MSRs are developed internally and are periodically compared to assumptions used by other market participants. Due to the relatively few transactions in the multifamily MSR market and the lack of significant changes in assumptions by market participants, we have experienced limited volatility in the assumptions historically and do not expect to observe significant changes in the foreseeable future, including the assumption that most significantly impacts the estimate: the discount rate. We actively monitor the assumptions used and make adjustments when market conditions change, or other factors indicate such adjustments are warranted. Over the past several years, we have adjusted the placement fee rate assumption several times to reflect the current and expected future earnings rate projected for the life of the MSR as the interest rate environment has experienced significant volatility over the past several years.

Subsequent to loan origination, the carrying value of the MSR is amortized over the expected life of the loan. We engage a third party to assist in determining an estimated fair value of our existing and outstanding MSRs on at least a semi-annual basis, primarily for financial statement disclosure purposes. Changes in our discount rate and placement fee rate assumptions on existing and outstanding MSRs may materially impact the fair value of our MSRs (NOTE 3 of the condensed consolidated financial statements details the portfolio-level impact of hypothetical changes in the discount rate and placement fee rate).

Allowance for Risk-Sharing Obligations. This reserve liability (referred to as “allowance”) for risk-sharing obligations relates to our Fannie Mae at-risk and Freddie Mac SBL servicing portfolios and is presented as a separate liability on our balance sheets. We record an estimate of the loss reserve for the current expected credit losses (“CECL”) for all loans in these servicing portfolios. For those loans that are collectively evaluated, we use the weighted-average remaining maturity method (“WARM”). WARM uses an average annual loss rate that contains loss content over multiple vintages and loan terms and is used as a foundation for estimating the collective reserves. The average annual loss rate is applied to the estimated unpaid principal balance over the contractual term, adjusted for estimated prepayments and amortization to arrive at the allowance on loans that are collectively evaluated (“CECL Allowance”) as described further below.

One of the key components of a WARM calculation is the runoff rate, which is the expected rate at which loans in the current portfolio will amortize and prepay in the future based on our historical prepayment and amortization experience. We group loans by similar origination dates (vintage) and contractual maturity terms for purposes of calculating the runoff rate. We originate 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 runoff rates applied to each vintage and contractual maturity term are determined using historical data; however, changes in prepayment and amortization behavior may significantly impact the estimate. We have not experienced significant changes in the runoff rate since we implemented CECL in 2020.

The weighted-average annual 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 lookback period is used as we believe 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. As the weighted-average annual loss rate utilizes a rolling ten-year look-back period, the loss rate used in the estimate often changes as loss data from earlier periods in the look-back period continue to roll off as new loss data are added. For example, in the first quarter of 2024, loss data from earlier periods in the look-back period with significantly higher losses rolled off and were replaced with more recent loss data with fewer losses, resulting in the weighted-average historical annual loss rate changing from 0.6 basis points to 0.3 basis points. However, over the past two years, there has been no volatility in the historical annual loss rate.

We currently use one year for our reasonable and supportable forecast period (“forecast period”), as we believe forecasts beyond one year are inherently less reliable. During the forecast period we apply an adjusted loss factor based on generally available economic and unemployment forecasts and a blended loss rate from historical periods that we believe reflect the forecasts. We revert to the historical loss rate over a one-year period on a straight-line basis. Over the past couple of years, the loss rate used in the forecast period has been updated to reflect our expectations of the economic conditions impacting the multifamily sector over the coming year in relation to the historical period. For example, over the past two years, we updated the loss rate used in the forecast period several times within a range of 2.1 basis points to 2.3 basis points. The forecast loss rate fluctuating within a tight range reflects our relatively unchanged view of the uncertainty of the evolving macroeconomic conditions facing the multifamily sector. We made multiple revisions to the loss rate used in the forecast period in the past, and those changes have significantly impacted the CECL reserve.

NOTE 4 of the condensed consolidated financial statements outlines adjustments made in the loss rates used to account for the expected economic conditions as of a given period and the related impact on the CECL Allowance.

Changes in our expectations and forecasts have materially impacted, and in the future may materially impact, these inputs and the CECL Allowance.

We evaluate our risk-sharing loans on a quarterly basis to determine whether there are loans that are probable of foreclosure and thus collateral dependent. Specifically, we assess a loan’s qualitative and quantitative risk factors, such as payment status, property financial performance, local real estate market conditions, loan-to-value ratio, debt-service-coverage ratio, and property condition. When a loan is determined to be probable of foreclosure based on these factors (or has foreclosed), we remove the loan from the WARM calculation and individually assess the loan for potential credit loss. This assessment requires certain judgments and assumptions to be made regarding the property values and other factors, which may differ significantly from actual results. Loss settlement with Fannie Mae has historically concluded within 18 to 36 months after foreclosure. Historically, the initial collateral-based reserves have not varied significantly from the final settlement.

We actively monitor the judgments and assumptions used in our Allowance for Risk-Sharing Obligation estimate and make adjustments to those assumptions when market conditions change, or when other factors indicate such adjustments are warranted. We believe the level of Allowance for Risk-Sharing Obligation is appropriate based on our expectations of future market conditions; however, changes in one or more of the judgments or assumptions used above could have a significant impact on the reserve.

Property Valuations. As noted above, property valuations are a key component of our collateral-based reserves for our risk-sharing portfolio. Additionally, property valuations impact our impairment analyses for real estate held for use (“real estate HFU”), the carrying value of real estate held for sale (“real estate HFS”), the assessment of allowances for loan losses, and the assessment of any expected principal losses on loan repurchase. Those property values are determined using (i) standard appraisals obtained from certified appraisers at national firms subjected to management review or (ii) internal management valuations using inputs and assumptions such as capitalization rates (“cap rates”), net operating income of the property, vacancy rates, bad debt expense, and rental rates. The appraisals often include assumptions about comparable sales and cap rates, among other things. Management reviews those assumptions against its own experience and market data to assess the reasonableness of the assumptions and the resulting property valuations. When management determines the property valuation using an internal model, management maximizes the use of its historical experience with the property and market data from well-recognized data providers. We also may benchmark our historical experience with external data sources to assess the reasonableness of our inputs and assumptions.

We believe our property valuations are reasonable and in line with those a market participant would develop. However, actual sales prices for these properties may differ from the estimates used by management. Additionally, significant changes in the assumptions or judgments would have a significant impact on our reserves and impairment analyses and thus our reported financial results. As noted above, with respect to the property valuations and associated reserves for our risk-sharing portfolio, we have not experienced significant changes from the time of initial reserve and final settlement. However, with respect to properties used to calculate reserves on repurchased loans, impairment analyses for real estate HFU, and carrying value of real estate HFS, we have never disposed of a property.

Goodwill. As of both June 30, 2026 and December 31, 2025, we reported goodwill of $868.7 million. Goodwill represents the excess of cost over the identifiable net assets of businesses acquired. Goodwill is assigned to the reporting unit to which the acquisition relates. Goodwill is recognized as an asset and is reviewed for impairment annually as of October 1. Between annual impairment analyses, we perform an evaluation of recoverability, when events and circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying value. Impairment testing requires an assessment of qualitative factors to determine if there are indicators of potential impairment, followed by, if necessary, an assessment of quantitative factors. These factors include, but are not limited to, whether there has been a significant or adverse change in the business climate that could affect the value of an asset and/or significant or adverse changes in cash flow projections or earnings forecasts. These assessments require management to make judgments, assumptions, and estimates about projected cash flows, discount rates, and other factors.

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Overview of Current Business Environment

During the second quarter of 2026, the U.S. macroeconomic environment remained constructive but became increasingly uneven and uncertain due to geopolitical risks and their impact on inflation and long-term interest rates, shown more fully in the graphs below.

Inflation reaccelerated during the quarter, driven largely by higher energy prices, with the Consumer Price Index (“CPI”) rising 4.2% year over year in May 2026, a 12 month high, and core CPI rising 2.9%. The labor market remained relatively stable though as unemployment fell to a twelve-month low of 4.2% for June 2026, while payroll growth moderated as evidenced by non-farm payroll growth of 57,000 in June 2026. Overall, the increased uncertainty caused by geopolitical tensions has driven the path of long-term interest rates significantly higher throughout the second quarter of 2026, where rates have remained into the third quarter. Meanwhile, Fed Funds has remained steady since December 2025, as the Federal Reserve maintained the federal funds target range at 3.50% to 3.75% at its June 2026 meeting, reflecting a continued data-dependent monetary policy stance amid geopolitical uncertainty and resulting elevated inflation.

Elevated interest rates and uncertainty surrounding the inflation outlook is impacting borrowing costs, leverage, asset valuations, and transaction timing across commercial real estate markets.

Within commercial real estate, the capital markets remained bifurcated. The availability of multifamily debt capital broadened through Agency, securitization, and private-debt channels, while equity investment opportunities and property-sales activity remained comparatively subdued. Execution continued to be selective and sensitive to asset quality, market, sponsorship, basis, and the alignment of buyer and seller pricing expectations. Refinancing requirements also remained significant, with approximately 17%, or $875 billion, of outstanding commercial mortgage balances scheduled to mature during 2026. We believe these maturities should continue to create financing and transaction

opportunities, although interest-rate volatility may periodically delay execution.

In the multifamily sector, demand strengthened meaningfully during the second quarter. More than 187,000 units were absorbed nationally during the quarter, compared with approximately 77,700 units delivered, helping occupancy increase to 95.5%. Annual deliveries declined to approximately 340,200 units for the 12 months ended June 30, 2026, marking the sixth consecutive quarter of declining annual supply following the peak in late 2024. Effective asking rents increased 1.4% during the quarter but remained 0.2% below year-earlier levels, and concessions remained widespread. Performance also continued to vary materially by geography, with supply-constrained coastal and Midwest markets generally outperforming markets in the South and portions of the Sun Belt where elevated supply maintained pressure on rents and occupancy.

U.S. Census data indicates that, in June 2026, starts for buildings with five units or more were at a seasonally adjusted annual rate of 513,000, while permits for buildings with five units or more were 445,000 and completions were 413,000. Although the monthly construction series can be volatile, the continued moderation in multifamily permitting relative to recent peak levels, together with declining annual deliveries, supports our view that multifamily supply growth should continue to moderate as the existing development pipeline is completed. However, the substantial inventory of recently delivered units in lease-up is expected to continue creating competitive pressure in certain supply-heavy markets over the near term.

As of the end of the second quarter of 2026, we believe the multifamily market remained in a transition period characterized by improving debt liquidity, stronger seasonal demand, slowing new supply, moderate annual rent growth, and significant variation in performance across markets. In this environment, asset performance and transaction execution are increasingly driven by local supply-and-demand fundamentals, affordability, sponsorship quality, basis, and access to capital. We believe these conditions continue to create opportunities for well-capitalized and experienced market participants, particularly in Agency lending, debt brokerage, loan servicing, and selective property-sales activity.

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Consolidated Results of Operations

The following is a discussion of our consolidated results of operations for the three and six months ended June 30, 2026 and 2025. The financial results are not necessarily indicative of future results. Our quarterly results have fluctuated in the past and are expected to fluctuate in the future, reflecting the interest-rate environment, the volume of transactions, business acquisitions, regulatory actions, industry trends, and general economic conditions. The table below provides supplemental data regarding our financial performance.

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SUPPLEMENTAL OPERATING DATA

CONSOLIDATED

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(1) This is a non-GAAP financial measure. For more information on adjusted EBITDA, refer to the section below titled “Non-GAAP Financial Measure.”

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The following table presents a period-to-period comparison of our financial results for the three- and six-month periods ended June 30, 2026 and 2025.

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FINANCIAL RESULTS

CONSOLIDATED

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Quarterly Results

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Total revenues decreased to $306.7 million, down 4%. Although total transaction volumes were up 3% this quarter, the mix of business shifted from Agency transactions to a relatively higher proportion of brokered transactions. The shift in mix drove Loan origination and debt brokerage fees, net (‘Origination fees”) and *Fair value of expected net cash flow from servicing, net of guaranty obligation (“*MSR Income”) lower. Revenues also benefitted from the 6% growth in the servicing portfolio year over year, to $145.8 billion, which increased servicing fee revenue 4%. This benefit from Servicing fees was offset by both lower (i) Placement fees and other interest income, which is directly tied to short-term interest rates which declined 83 basis points from the same period last year and (ii) Other revenues due to a decline income from our affordable development joint ventures this year compared to the same period last year.

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Total expenses increased to $304.6 million, up 12%, primarily due to Provision (benefit) for credit losses and Indemnified and repurchased loan expenses. The charges this quarter were concentrated in loans associated with a small number of fraudulent sponsors previously identified and were largely driven by two events. First, a portfolio of previously repurchased loans defaulted during the quarter. We indemnified one of the GSEs on these loans in the fourth quarter of 2025, and the loans were performing until early in the second quarter of 2026. Upon default, we updated our property level inspections, and increased our loss estimates by $11.8 million to reflect the estimated fair value of the underlying collateral. Second, Fannie Mae notified us of underwriting concerns associated with two loans totaling $15.9 million. These loans previously defaulted in 2025, and we recognized a provision for credit losses at that time based on the estimated values of the underlying collateral and our risk sharing agreement in place. Rather than repurchase the loans from Fannie Mae, we agreed to increase our loss sharing on the loans, updated our estimated fair value of the underlying collateral, and recognized an additional provision for credit losses of $5.8 million during the second quarter of 2026. Additionally, we had increased costs of $4.5 million associated with operating these loans. Lastly, Other operating expenses increased primarily due to a reclass to professional fees to reflect an amendment to a contractual relationship that were previously reported in Personnel expense.

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Income tax expense (benefit) decreased from expense in 2025 to benefit in 2026 due to lower income before taxes and a lower estimated annual effective tax rate largely driven by higher low-income housing tax credits becoming available in the second quarter of 2026.

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Year-to-date Results

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Total revenues increased to $608.0 million, up 9%, driven by a 34% increase in total transaction volume year over year. The increase in transaction volume was driven by a significant increase in brokered transactions, and a moderate increase in our Agency lending volume. The growth in transaction volume drove increases in Origination fees and MSR income. Revenues also benefitted from the 6% growth in the servicing portfolio, which drove a $6.2 million increase in Servicing fees. This benefit from Servicing Fees was offset by both lower (i) Placement fees and other interest income, which is directly tied to short-term interest rates, which declined 79 basis points year over year and (ii) Other revenues due to a decline in income from our affordable development joint ventures this year compared to the same period last year.

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Total expenses increased to $580.0 million, up 15%, due to a $32.5 million increase in Personnel expense that was driven primarily by increased variable compensation costs associated with higher transaction revenue, and, to a lesser extent, increases in average headcount that drove higher fixed compensation costs. Year-to-date results were also impacted by the same credit-related expenses on legacy repurchased assets described in the Quarterly Results above. On a year-to-date basis, we recognized a $26.9 million increase in credit-related expenses, and a $6.8 million increase in costs to operate the assets following foreclosure.

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Income tax expense (benefit) decreased due to the same factors that impacted the income tax expense (benefit) in the second quarter discussed above.

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Non-GAAP Financial Measure

To supplement our financial statements presented in accordance with GAAP, we use adjusted EBITDA, a non-GAAP financial measure. The presentation of adjusted EBITDA is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. When analyzing our operating performance, readers should use adjusted EBITDA in addition to, and not as an alternative for, net income. Adjusted EBITDA represents net income before income taxes, interest expense on our corporate debt, and amortization and depreciation, adjusted for provision (benefit) for credit losses, net write-offs based on the final resolution of the defaulted loans or collateral, loan repurchase losses, stock-based compensation, the fair value of expected net cash flows from servicing, net of guaranty obligation, the write-off of the unamortized balance of deferred issuance costs associated with the repayment of a portion of our corporate debt, goodwill impairment, and contingent consideration liability fair value adjustments when the fair value adjustment is a triggering event for a goodwill impairment assessment. In cases where the fair value adjustment of contingent consideration liabilities is a trigger for goodwill impairment, the goodwill impairment is netted against the fair value adjustment of contingent consideration liabilities and included as a net number. Because not all companies use identical calculations, our presentation of adjusted EBITDA may not be comparable to similarly titled measures of other companies. Furthermore, adjusted EBITDA is not intended to be a measure of free cash flow for our management’s discretionary use, as it does not reflect certain cash requirements such as tax and debt service payments. The amounts shown for adjusted EBITDA may also differ from the amounts calculated under similarly titled definitions in our debt instruments, which are further adjusted to reflect certain other cash and non-cash charges that are used to determine compliance with financial covenants.

We use adjusted EBITDA to evaluate the operating performance of our business, for comparison with forecasts and strategic plans, and for benchmarking performance externally against competitors. We believe that this non-GAAP measure, when read in conjunction with our GAAP financials, provides useful information to investors by offering:

• the ability to make more meaningful period-to-period comparisons of our ongoing operating results;
• the ability to better identify trends in our underlying business and perform related trend analyses; and
• a better understanding of how management plans and measures our underlying business.

We believe that adjusted EBITDA has limitations in that it does not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP and that adjusted EBITDA should only be used to evaluate our results of operations in conjunction with net income on both a consolidated and segment basis. Adjusted EBITDA is reconciled to net income as follows:

ADJUSTED FINANCIAL MEASURE RECONCILIATION TO GAAP

CONSOLIDATED

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(1) Presented as a component of Indemnified and repurchased loan expenses in the Condensed Consolidated Statements of Income.

(2) Presented as a component of Other operating expenses in the Condensed Consolidated Statements of Income.

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The following table presents a period-to-period comparison of the components of adjusted EBITDA for the three and six months ended June 30, 2026 and 2025.

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ADJUSTED EBITDA – CONSOLIDATED

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Quarterly Results

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Adjusted EBITDA decreased $14.7 million driven by lower earnings from our affordable development joint ventures quarter over quarter, a decrease in Placement fees and other interest income which is directly correlated to lower short-term interest rates, and the aforementioned increase in the cost to operate assets collateralizing repurchased loans.

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Year-to-date Results

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Adjusted EBITDA decreased $5.9 million driven by higher transaction revenues, net of variable commission costs tied directly to those revenues, which were offset by an increase in the cost of operating assets collateralizing repurchased loans and a decrease in Other revenue from the aforementioned affordable joint venture investments.

Financial Condition

Cash Flows from Operating Activities

Our cash flows from operating activities are generated from loan sales, servicing fees, placement fees, net warehouse interest income (expense), property sales broker fees, investment management fees, research subscription fees, investment banking advisory fees, and other income, net of loan origination and operating costs. Our cash flows from operating activities are impacted by the fees generated by our loan originations and property sales, the timing of loan closings, and the period of time loans are held for sale in the warehouse loan facility prior to delivery to the investor.

Cash Flows from Investing Activities

We usually lease facilities and equipment for our operations. Our cash flows from investing activities include the funding and repayment of loans held for investment, including repurchased loans, contributions to and distributions from joint ventures, purchases of equity-method investments, cash paid for acquisitions, and the purchase of available-for-sale (“AFS”) securities pledged to Fannie Mae.

Cash Flows from Financing Activities

We use our warehouse loan facilities and, when necessary, our corporate cash to fund loan closings, both for loans held for sale and loans held for investment. We believe that our current warehouse loan facilities are adequate to meet our loan origination needs. Historically, we used a combination of long-term debt and cash flows from operating activities to fund large acquisitions. Additionally, we repurchase shares, pay cash dividends, make long-term debt principal payments, and repay short-term borrowings on a regular basis. We issue stock primarily in connection with the vesting of employee stock awards and occasionally for acquisitions (non-cash transactions).

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

The following table presents a period-to-period comparison of the significant components of cash flows for the six months ended June 30, 2026 and 2025.

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SIGNIFICANT COMPONENTS OF CASH FLOWS

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Operating Activities

Net cash related to operating activities changed from net cash used in operating activities to net cash provided by operating activities primarily due to:

(i) lower net cash used in Loan origination activity primarily attributable to deliveries outpacing originations in 2026 compared to 2025.

(ii) higher cash used in Other activities primarily due timing of working capital needs driven by changes in receivables, other liabilities, and other assets.

Investing Activities

Net cash used in investing activities decreased primarily due to:

(i) lower cash used Capital invested in equity-method investments due to fewer capital calls*.*

(ii) higher cash provided in Other investing activities, net driven by higher distributions from equity-method investments.

Financing Activities

Net cash related to financing activities changed from net cash provided by financing activities to net cash used in financing activities primarily due to:

(i) lower Net borrowings of warehouse notes payable due to deliveries outpacing originations.

(ii) lower Net borrowings of corporate notes payable as we had more borrowings associated with the issuance of our Senior Notes in 2025, with no comparable activity in 2026.

(iii) higher Repurchase of common stock primarily due to share repurchases executed as part of our share repurchase program during 2026 with no comparable activity in 2025

The change to net cash used was offset by lower Debt issuance costs paid due to the issuance of our Senior Notes and amendment of the Term Loan in 2025, with no comparable activity in 2026.

Segment Results

The Company is managed based on our three reportable segments: (i) Capital Markets, (ii) Servicing & Asset Management, and (iii) Corporate. The segment results below are intended to present each of the reportable segments on a stand-alone basis.

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Capital Markets

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SUPPLEMENTAL OPERATING DATA

CAPITAL MARKETS

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(1) Origination fees as a percentage of total debt financing volume.

(2) MSR income as a percentage of Agency debt financing volume.

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FINANCIAL RESULTS

CAPITAL MARKETS

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Quarterly Results

Total revenues decreased $4.0 million, down 2%, compared to the same quarter last year. Transaction volumes increased 2%, led by growth in brokered and HUD transactions, offset by declines in GSE lending and property sales transactions. The shift in mix of debt financing volume drove Origination fees and MSR income lower for the segment. The 15% decrease in property sales revenues was generally in line with 18% decrease in property sales transactions this quarter. Higher application and appraisal fees and investment banking revenue drove the increase in Other revenues.

Total expenses were up only 3% this quarter, or $4.4 million. The increase was driven by an increase in other professional fees tied to a brokerage relationship. Costs associated with this relationship were previously reported in Personnel expense and were reclassified to Other operating expenses this quarter to reflect an amendment to the contractual relationship.

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Year-to-date Results

Total revenues increased $55.9 million, or 20%, driven by a 45% increase in debt financing volume year to date. Debt financing volume growth was led by brokered, Freddie Mac and HUD transactions. The overall growth in debt financing volume drove Origination fees and MSR income higher.

Total expenses increased $26.8 million, or 12%, largely associated with an increase in variable commission costs tied to origination fee growth. The aforementioned reclassification of the brokerage agreement also drove an increase in Other operating expenses on a year-to-date basis.

Non-GAAP Financial Measure

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A reconciliation of adjusted EBITDA for our CM segment is presented below. Our segment-level adjusted EBITDA represents the segment portion of consolidated adjusted EBITDA. A detailed description and reconciliation of consolidated adjusted EBITDA is provided above in our Consolidated Results of Operations—Non-GAAP Financial Measure. CM adjusted EBITDA is reconciled to net income as follows:

ADJUSTED FINANCIAL MEASURE RECONCILIATION TO GAAP

CAPITAL MARKETS

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(1) Presented as a component of Other Operating Expenses on Condensed Consolidated Statements of Income.

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The following tables present a period-to-period comparison of the components of CM adjusted EBITDA for the three and six months ended June 30, 2026 and 2025.

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ADJUSTED EBITDA

CAPITAL MARKETS

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Quarterly Results

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Adjusted EBITDA decreased $2.2 million driven by lower Origination fees from the mix shift to a higher proportion of brokered transactions this quarter compared to the same quarter last year, and lower Property sales broker fees on lower property sales transaction volume. The declines in transaction-related revenues were offset by higher appraisal and investment banking revenues, which are a component of Other revenues. Other operating expenses were also elevated due to elevated professional fees from the brokerage relationship reclassification.

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Year-to-date Results

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Adjusted EBITDA increased $15.0 million compared to the same period last year primarily as result of the growth in transaction volumes that drove a significant increase in Origination fees. The growth in Origination fees was offset by an increase in variable commission costs included in Personnel that are associated with growth in transaction-related revenue. Other operating expenses were higher as a result of the brokerage agreement reclassification.

Servicing & Asset Management

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SUPPLEMENTAL OPERATING DATA

SERVICING & ASSET MANAGEMENT

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(1) Brokered loans serviced primarily for life insurance companies, commercial banks, and other capital sources.

(2) Amount of equity called and syndicated into LIHTC funds.

(3) Comprised solely of WDIP separate account originations.

(4) This is a non-GAAP financial measure. For more information on adjusted EBITDA, refer to the section below titled “Non-GAAP Financial Measure.”

(5) As of June 30, 2026, included $20.3 million of equity under management and $17.1 million of assets under management of Interim program JV loans. The remainder consisted of WDIP debt funds. As of June 30, 2025, included $45.1 million of equity under management and $76.2 million of assets under management of Interim program JV loans. The remainder consisted of WDIP debt funds.

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FINANCIAL RESULTS

SERVICING & ASSET MANAGEMENT

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Quarterly Results

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Total revenues decreased $7.1 million, down 5%, driven principally by a decline in income from our affordable development joint ventures this year compared to the same period last year driving down Other revenues. That decline was partially offset by an increase in Servicing fees driven by the 7% growth in the average servicing portfolio balance over the same period last year. The earnings rate on Placement fees and other interest income is directly correlated with short-term interest rates, which declined 83 basis points from the same period last year.

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Total expenses were up $26.5 million, or 27%, due to increases in Provision (benefit) for credit losses and Indemnified and repurchased loan expenses. The charges this quarter were concentrated in loans associated with a small number of fraudulent sponsors previously identified and were largely driven by two events. First, a portfolio of previously repurchased loans defaulted during the quarter. We indemnified one of the GSEs on these loans in the fourth quarter of 2025, and the loans were performing until early in the second quarter of 2026. Upon default, we updated our property level inspections, and increased our loss estimates by $11.8 million to reflect the estimated fair value of the underlying

collateral. Second, Fannie Mae notified us of underwriting concerns associated with two loans totaling $15.9 million. These loans previously defaulted in 2025, and we recognized a provision for credit losses at that time based on the estimated value of the underlying collateral value and our risk sharing agreement in place. Rather than repurchase the loans from Fannie Mae, we agreed to increase our loss sharing, updated our estimated fair value of the underlying collateral, and recognized an additional provision for credit losses of $5.8 million during the second quarter of 2026. Additionally, we had increased costs of $4.5 million associated with operating these loans.

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Year-to-date Results

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Total revenues were flat for the year compared to the same period last year. Servicing fees grew year over year and were offset by a decline in income from our affordable development joint ventures, which mostly drove the $5.7 million decrease in Other revenues this year compared to the same period last year. The earnings rate on Placement fee and other interest income is directly correlated with short-term interest rates, which declined 79 basis points year over year.

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Total expenses increased $37.2 million, or 19%, due to an increase in Amortization and depreciation resulting from higher write-offs of MSRs following the payoff of the underlying loan. The increase was also driven by higher Provision (benefit) for credit losses and Indemnified and repurchased loan expenses. The charges year to date are concentrated in loans associated with a small number of fraudulent sponsors previously identified and were largely driven by three events. First, during the first quarter of 2026, we entered into a forbearance and indemnification agreement with one of the GSEs on a $49.3 million non-performing portfolio of loans. Upon execution of the agreement, we recognized $7.0 million of credit-related losses to reflect the estimated fair value of the underlying collateral. Second, a portfolio of previously repurchased loans defaulted during the second quarter of 2026. We indemnified one of the GSEs on these loans in the fourth quarter of 2025, and the loans were performing until early in the second quarter of 2026. Upon default, we updated our property level inspections, and increased our loss estimates by $11.8 million to reflect the estimated fair value of the underlying collateral. Third, Fannie Mae notified us of underwriting concerns associated with two loans totaling $15.9 million. These loans previously defaulted in 2025, and we recognized a provision for credit losses at that time based on the estimated value of the underlying collateral and the estimated fair value of the underlying collateral and our risk sharing agreement in place. Rather than repurchase the loans from Fannie Mae, we agreed to increase our loss sharing and recognized an additional provision for credit losses of $5.8 million during the second quarter of 2026.

Non-GAAP Financial Measure

A reconciliation of adjusted EBITDA for our SAM segment is presented below. Our segment-level adjusted EBITDA represents the segment portion of consolidated adjusted EBITDA. A detailed description and reconciliation of consolidated adjusted EBITDA is provided above in our Consolidated Results of Operations—Non-GAAP Financial Measure. SAM adjusted EBITDA is reconciled to net income as follows:

ADJUSTED FINANCIAL MEASURE RECONCILIATION TO GAAP

SERVICING & ASSET MANAGEMENT

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(1) Presented as a component of Indemnified and repurchased loan expenses in the Condensed Consolidated Statements of Income.

(2) Presented as a component of Other operating expenses in the Condensed Consolidated Statements of Income.

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The following tables present a period-to-period comparison of the components of SAM adjusted EBITDA for the three and six months ended June 30, 2026 and 2025.

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ADJUSTED EBITDA

SERVICING & ASSET MANAGEMENT

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Quarterly Results

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Adjusted EBITDA declined $12.2 million due to lower Other revenues resulting from a decline in income from affordable development equity method investments. The increase in Indemnified and repurchased loan expenses was driven by greater operating costs of the underlying collateral as the average balance of non-performing repurchased loans increased significantly this quarter compared to the same period last year. Those declines were offset by growth in Servicing fees due to growth in the servicing portfolio.

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Year-to-date Results

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Adjusted EBITDA decreased $8.5 million due to lower Other revenues resulting from a decline in income from affordable development equity method investments. The increase in Indemnified and repurchased loan expenses was driven by greater operating costs of the underlying collateral as the average balance of non-performing repurchased loans increased significantly this quarter compared to the same period last year. Those declines were offset by growth in Servicing fees due to growth in the servicing portfolio.

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Corporate

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FINANCIAL RESULTS

CORPORATE

Quarterly Results

Net income (loss) declined slightly to a greater loss, driven mostly by an increase in personnel costs due to increased headcount and small declines in revenues.

Year-to-date Results

Total Revenues decreased $3.7 million, down 43%, due primarily to a decrease in income from co-investments in our investment management business this year compared to the same period last year that are reflected in Other revenues.

Total Expenses increased $11.0 million, up 13%, due to an increase in average segment headcount to support Company operations as we have expanded our product offerings domestically, and our operations globally over the past year.

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Non-GAAP Financial Measure

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A reconciliation of adjusted EBITDA for our Corporate segment is presented below. Our segment-level adjusted EBITDA represents the segment portion of consolidated adjusted EBITDA. A detailed description and reconciliation of consolidated adjusted EBITDA is provided above in our Consolidated Results of Operations—Non-GAAP Financial Measure. Corporate adjusted EBITDA is reconciled to net income as follows:

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ADJUSTED FINANCIAL MEASURE RECONCILIATION TO GAAP

CORPORATE

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(1) Presented as a component of Other operating expenses in the Condensed Consolidated Statements of Income.

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The following tables present a period-to-period comparison of the components of Corporate adjusted EBITDA for the three and six months ended June 30, 2026 and 2025.

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ADJUSTED EBITDA

CORPORATE

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Year-to-date Results

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Adjusted EBITDA decreased $12.4 million, down 19%, primarily driven by higher Personnel expense due to an increase in average headcount for the segment as we have expanded our product offerings domestically and our operations globally over the past year.

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Liquidity and Capital Resources

Uses of Liquidity, Cash and Cash Equivalents

Our significant recurring cash flow requirements consist of liquidity to (i) fund loans held for sale; (ii) pay cash dividends; (iii) fund our portion of the equity necessary to support equity-method investments; (iv) fund investments in properties to be syndicated to LIHTC investment funds that we will asset-manage; (v) meet working capital needs to support our day-to-day operations, including debt service payments, joint venture development partnership contributions, advances for servicing, loan repurchases, and payments for salaries, commissions, and income taxes; and (vi) meet working capital to satisfy collateral requirements for our Fannie Mae DUS risk-sharing obligations and to meet the operational liquidity requirements of Fannie Mae, Freddie Mac, HUD, Ginnie Mae, and our warehouse facility lenders.

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Fannie Mae has established benchmark standards for capital adequacy and reserves the right to terminate our servicing authority for all or some of the portfolio if, at any time, it determines that our financial condition is not adequate to support our obligations under the DUS agreement. We are required to maintain acceptable net worth as defined in the standards, and we satisfied the requirements as of June 30, 2026. The net worth requirement is derived primarily from UPB on Fannie Mae loans and the level of risk-sharing. As of June 30, 2026, the net worth requirement was $357.4 million, and our net worth was $941 million, as measured at our wholly owned operating subsidiary, Walker & Dunlop, LLC. As of June 30, 2026, we were required to maintain at least $71.0 million of liquid assets to meet our operational liquidity requirements

for Fannie Mae, Freddie Mac, HUD, Ginnie Mae and our warehouse facility lenders. As of June 30, 2026, we had operational liquidity of $128.5 million, as measured at our wholly owned operating subsidiary, Walker & Dunlop, LLC.

We paid a cash dividend of $0.68 per share during the second quarter of 2026, which is 1.5% higher than the quarterly dividend paid in the second quarter of 2025. On August 5, 2026, the Company’s Board of Directors declared a dividend of $0.68 per share for the third quarter of 2026. The dividend will be paid on September 3, 2026 to all holders of record of our restricted and unrestricted common stock as of August 20, 2026.

In February 2026, our Board of Directors approved a stock repurchase program that permits the repurchase of up to $75.0 million of shares of our common stock over a 12-month period beginning February 26, 2026 (the “2026 Stock Repurchase Program”). During the three months ended March 31, 2026, we repurchased 283 thousand shares under the 2026 Stock Repurchase Program. During the three months ended June 30, 2026, we did not repurchase any shares, and we had $61.7 million of remaining capacity under the 2026 Stock Repurchase Program as of June 30, 2026.

Historically, our cash flows from operations and warehouse facilities have been sufficient to enable us to meet our short-term liquidity needs and other funding requirements. We believe that cash flows from operations will continue to be sufficient for us to meet our current obligations for the foreseeable future.

Restricted Cash and Pledged Securities

Restricted cash consists primarily of good faith deposits held on behalf of borrowers between the time we enter into a loan commitment with the borrower and when the investor purchases the loan. We are generally required to share the risk of any losses associated with loans sold under the Fannie Mae DUS program, which is an off-balance sheet arrangement. We are required to secure this obligation by assigning collateral to Fannie Mae. We meet this obligation by assigning pledged securities to Fannie Mae. The amount of collateral required by Fannie Mae is a formulaic calculation at the loan level and considers the balance of the loan, the risk level of the loan, the age of the loan, and the level of risk-sharing. Fannie Mae requires collateral for Tier 2 loans of 75 basis points, which is funded over a 48-month period that begins upon delivery of the loan to Fannie Mae. Collateral held in the form of money market funds holding U.S. Treasuries is discounted 5%, and Agency MBS are discounted 4% for purposes of calculating compliance with the collateral requirements. As of June 30, 2026, we held substantially all of our restricted liquidity in Agency MBS in the aggregate amount of $217.3 million. Additionally, the majority of the loans for which we have risk-sharing are Tier 2 loans. We fund any growth in our Fannie Mae required operational liquidity and collateral requirements from our working capital.

We are in compliance with the June 30, 2026 collateral requirements as outlined above. As of June 30, 2026, reserve requirements for the June 30, 2026 DUS loan portfolio will require us to fund $89.3 million in additional restricted liquidity over the next 48 months, assuming no further principal paydowns, prepayments, or defaults within our at-risk portfolio. Fannie Mae has assessed the DUS Capital Standards in the past and may make changes to these standards in the future. We generate sufficient cash flows from our operations to meet these capital standards and do not expect any future changes to have a material impact on our future operations; however, any future changes to collateral requirements may adversely impact our available cash.

Under the provisions of the DUS agreement, we must also maintain a certain level of liquid assets referred to as the operational and unrestricted portions of the required reserves each year. We satisfied these requirements as of June 30, 2026.

Sources of Liquidity: Warehouse Facilities and Corporate Notes Payable

Warehouse Facilities

We use a combination of warehouse facilities and notes payable to provide funding for our operations. We use warehouse facilities to fund our Agency Lending. Our ability to originate Agency mortgage loans depends upon our ability to secure and maintain these types of financing agreements on acceptable terms. For a detailed description of the terms of each warehouse agreement, refer to “Warehouse Facilities” in NOTE 7 in the consolidated financial statements in our 2025 Form 10-K, as updated in NOTE 7 in the condensed consolidated financial statements in this Form 10-Q.

Corporate Notes Payable

For a detailed description of the terms of our various corporate debt instruments and related amendments, refer to “Corporate Notes Payable” in NOTE 7 in the consolidated financial statements in our 2025 Form 10-K.

The warehouse facilities and corporate notes payable are subject to various financial covenants. The Company is in compliance with all of these financial covenants as of June 30, 2026.

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Credit Quality, Allowance for Risk-Sharing Obligations, and Loan Repurchases

The following table sets forth certain information useful in evaluating our credit performance.

(1) As of June 30, 2026 and 2025, this balance consisted of Interim Program JV managed loans. We indirectly share in a portion of the risk of loss associated with Interim Program JV managed loans through our 15% equity ownership in the Interim Program JV, which was $3.1 million and $6.8 million at June 30, 2026 and 2025, respectively. We have no exposure to risk of loss for the loans serviced directly for the Interim Program JV partner. The balance of this line is included as a component of assets under management in the Supplemental Operating Data table above.

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(2) At-risk servicing portfolio is defined as the balance of Fannie Mae DUS loans subject to the risk-sharing formula described below, as well as a small number of Freddie Mac loans on which we share in the risk of loss. Use of the at-risk portfolio provides for comparability of the full risk-sharing and modified risk-sharing loans because the provision and allowance for risk-sharing obligations are based on the at-risk balances of the associated loans. Accordingly, we have presented the key statistics as a percentage of the at-risk portfolio.

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For example, a $15 million loan with 50% risk-sharing has the same potential risk exposure as a $7.5 million loan with full DUS risk-sharing. Accordingly, if the $15 million loan with 50% risk-sharing were to default, we would view the overall loss as a percentage of the at-risk balance, or $7.5 million, to ensure comparability between all risk-sharing obligations. To date, substantially all of the risk-sharing obligations that we have settled have been from full risk-sharing loans.

(3) Represents the maximum loss we would incur under our risk-sharing obligations if all of the loans we service, for which we retain some risk of loss, were to default and all of the collateral underlying these loans was determined to be without value at the time of settlement. The maximum exposure is not representative of the actual loss we would incur.

(4) Defaulted loans represent loans in our Fannie Mae at-risk portfolio or Freddie Mac SBL pre-securitized portfolio that are probable of foreclosure or that have foreclosed and for which the Company has recorded a collateral-based reserve (i.e., loans where we have assessed a probable loss). Other loans that are delinquent

but not foreclosed or that are not probable of foreclosure are not included here. Additionally, loans that have foreclosed or are probable of foreclosure but are not expected to result in a loss to the Company are not included here.

Fannie Mae DUS risk-sharing obligations are based on a tiered formula and represent substantially all of our risk-sharing activities. The risk-sharing tiers and the amount of the risk-sharing obligations we absorb under full risk-sharing are provided below. Except as described in the following paragraph, the maximum amount of risk-sharing obligations we absorb at the time of default is generally 20% of the origination UPB of the loan.

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Fannie Mae can increase our loss up to 100% of the loss if the loan does not meet specific underwriting criteria or if a loan defaults within 12 months of its sale to Fannie Mae. We may request modified risk-sharing at the time of origination, which reduces our potential risk-sharing obligation from the levels described above. At times, we have, and may in the future, agree to a higher risk-sharing percentage (up to 100% of UPB) after origination and under limited circumstances.

We have a loss-sharing arrangement with Freddie Mac related to SBLs that is only applicable to SBLs that are pre-securitized and outstanding for more than 12 months. If a loan defaults prior to securitization, we are required to share the losses with Freddie Mac. Our loss-sharing arrangement is a 10% top loss, meaning that we are responsible for the first 10% of the losses incurred on such defaulted loans. We received an insignificant loss settlement notice from Freddie Mac in the first quarter of 2026 related to one defaulted loan and paid the loss settlement accordingly.

We use several techniques to manage our risk exposure under the Fannie Mae DUS risk-sharing program. These techniques include maintaining a strong underwriting and approval process, evaluating and modifying our underwriting criteria given the underlying multifamily housing market fundamentals, limiting our geographic market and borrower exposures, and electing the modified risk-sharing option under the Fannie Mae DUS program.

The “Business” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Form 10-K contains a discussion of the risk-sharing caps we have with Fannie Mae.

We regularly monitor the credit quality of all loans for which we have a risk-sharing obligation. Loans with indicators of underperforming credit are placed on a watch list, assigned a numerical risk rating based on our assessment of the relative credit weakness, and subjected to additional evaluation or loss mitigation. Indicators of underperforming credit include poor financial performance, poor physical condition, poor management, and delinquency. A collateral-based reserve is recorded when it is probable that a risk-sharing loan will foreclose or has foreclosed and it is expected to result in a loss for the Company, and a reserve for estimated credit losses and a guaranty obligation are recorded for all other risk-sharing loans. We do not record a collateral-based reserve when it is probable that a risk-sharing loan will foreclose or has foreclosed, and the disposition proceeds are expected to be higher than the UPB, resulting in no losses for the Company.

The allowance for risk-sharing obligations related to the Company’s $69.5 billion at-risk Fannie Mae servicing portfolio and our Freddie Mac defaulted SBLs that is based on a collective evaluation as of June 30, 2026 was $25.4 million compared to $25.0 million as of December 31, 2025.

As of June 30, 2026, 16 loans (14 Fannie Mae loans and two Freddie Mac SBLs) were in default with an aggregate UPB of $198.6 million compared to eight loans (five Fannie Mae loans and three Freddie Mac SBLs) with an aggregate UPB of $108.5 million that were in default as of June 30, 2025. The collateral-based reserve on defaulted loans was $23.7 million and $8.6 million as of June 30, 2026 and 2025, respectively. We had a provision for risk-sharing obligations of $10.4 million for the three months ended June 30, 2026 compared to $1.3 million for the three months ended June 30, 2025. We had a provision for risk-sharing obligations of $12.0 million for the six months ended June 30, 2026 compared to $5.0 million for the six months ended June 30, 2025.

Loan Repurchases

We are obligated to repurchase loans that are originated for the GSEs’ programs if certain representations and warranties that we provide in connection with the sale of the loans through these programs are breached. In lieu of repurchasing a loan directly from the GSEs, we have entered into Indemnification and Repurchase Agreements. These indemnification agreements delay the requirement to repurchase the loan for periods of up to two years, and in exchange we fund a collateral reserve generally equal to 20% of the UPB of the loans or an agreed upon amount based on the unsecured portion of the loans and pay a financing fee to the GSE for the uncollateralized portion of the UPB. When we agree to repurchase or indemnify the GSEs, we are required to report the loan or underlying collateral as an asset and the related obligation to repurchase the loans or indemnification liability to the GSE as a liability on our Condensed Consolidated Balance Sheets. NOTE 5 in the condensed consolidated financial statements provides additional details related to our repurchase and indemnification activity and balances as of June 30, 2026.

As of June 30, 2026, we have either repurchased, or agreed to indemnify and repurchase (collectively, “Repurchased Loans”), $193.3 million of loans from the GSEs and recognized $54.3 million of collateral-based reserves associated with these loans. We have fully repurchased $57.1 million of these loans from the GSEs and agreed to indemnify and repurchase the remaining $136.2 million of loans—and funded an escrow reserve with the GSEs totaling $50.6 million in connection with those agreements. Of the total Repurchased Loans, $142.9 million are included in Loans held for investment, net of $39.6 million of estimated collateral reserves based on the estimated fair value of the underlying collateral. The remaining $50.4 million are included in Other assets, net of $14.7 million impairments based on the estimated fair value of the underlying collateral.

New/Recent Accounting Pronouncements

As seen in NOTE 2 in the condensed consolidated financial statements in Item 1 of Part I of this Form 10-Q, there were no accounting pronouncements that the Financial Accounting Standards Board has issued that have the potential to materially impact us as of June 30, 2026.