Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-35000
Walker & Dunlop, Inc.
(Exact name of registrant as specified in its charter)
Maryland
80-0629925
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
7272 Wisconsin Avenue, Suite 1300
Bethesda, Maryland 20814
(301) 215-5500
(Address of principal executive offices)(Zip Code)(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share
WD
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☒
Smaller Reporting Company ☐
Accelerated Filer ☐
Emerging Growth Company ☐
Non-accelerated Filer ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 31, 2025, there were 34,069,118 total shares of common stock outstanding.
Walker & Dunlop, Inc.Form 10-QINDEX
Page
PART I
FINANCIAL INFORMATION
3
Item 1.
Financial Statements
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
30
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
63
Item 4.
Controls and Procedures
64
PART II
OTHER INFORMATION
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
65
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
66
Signatures
67
Item 1. Financial Statements
Walker & Dunlop, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except per share data)
(Unaudited)
June 30, 2025
December 31, 2024
Assets
Cash and cash equivalents
$
233,712
279,270
Restricted cash
41,090
25,156
Pledged securities, at fair value
218,435
206,904
Loans held for sale, at fair value
1,177,837
780,749
Mortgage servicing rights
817,814
852,399
Goodwill
868,710
Other intangible assets
149,385
156,893
Receivables, net
360,646
335,879
Committed investments in tax credit equity
194,479
313,230
Other assets
612,932
562,803
Total assets
4,675,040
4,381,993
Liabilities
Warehouse notes payable
1,157,234
781,706
Notes payable
828,657
768,044
Allowance for risk-sharing obligations
33,191
28,159
Commitments to fund investments in tax credit equity
168,863
274,975
Other liabilities
725,297
769,246
Total liabilities
2,913,242
2,622,130
Stockholders' Equity
Preferred stock (authorized 50,000 shares; none issued)
—
Common stock ($0.01 par value; authorized 200,000 shares; issued and outstanding 33,366 shares as of June 30, 2025 and 33,194 shares as of December 31, 2024)
333
332
Additional paid-in capital ("APIC")
438,129
429,000
Accumulated other comprehensive income (loss) ("AOCI")
2,764
586
Retained earnings
1,308,792
1,317,945
Total stockholders’ equity
1,750,018
1,747,863
Noncontrolling interests
11,780
12,000
Total equity
1,761,798
1,759,863
Commitments and contingencies (NOTES 2 and 9)
Total liabilities and equity
See accompanying notes to condensed consolidated financial statements.
Condensed Consolidated Statements of Income and Comprehensive Income
For the three months ended
For the six months ended
June 30,
2025
2024
Revenues
Loan origination and debt brokerage fees, net
94,309
65,334
140,690
109,074
Fair value of expected net cash flows from servicing, net
53,153
33,349
80,964
54,247
Servicing fees
83,693
80,418
165,914
160,461
Property sales broker fees
14,964
11,265
28,485
20,086
Investment management fees
7,577
14,822
17,259
28,342
Net warehouse interest income (expense)
(1,760)
(1,584)
(2,546)
(2,700)
Placement fees and other interest income
35,986
41,040
69,197
80,442
Other revenues
31,318
26,032
56,644
48,783
Total revenues
319,240
270,676
556,607
498,735
Expenses
Personnel
161,888
133,067
283,278
244,530
Amortization and depreciation
58,936
56,043
116,557
111,934
Provision (benefit) for credit losses
1,820
2,936
5,532
3,460
Interest expense on corporate debt
16,767
17,874
32,281
35,533
Other operating expenses
33,455
32,559
67,341
61,402
Total expenses
272,866
242,479
504,989
456,859
Income from operations
46,374
28,197
51,618
41,876
Income tax expense
12,425
7,902
14,944
10,766
Net income before noncontrolling interests
33,949
20,295
36,674
31,110
Less: net income (loss) from noncontrolling interests
(3)
(2,368)
(32)
(3,419)
Walker & Dunlop net income
33,952
22,663
36,706
34,529
Other comprehensive income (loss), net of tax
1,469
907
2,178
894
Walker & Dunlop comprehensive income
35,421
23,570
38,884
35,423
Basic earnings per share (NOTE 10)
1.00
0.67
1.08
1.02
Diluted earnings per share (NOTE 10)
0.99
1.07
Basic weighted-average shares outstanding
33,358
33,121
33,311
33,050
Diluted weighted-average shares outstanding
33,371
33,154
33,333
33,101
4
Consolidated Statements of Changes in Equity
For the three and six months ended June 30, 2025
Common Stock
Retained
Noncontrolling
Total
Shares
Amount
APIC
AOCI
Earnings
Interests
Equity
Balance as of December 31, 2024
33,194
2,754
Net income (loss) from noncontrolling interests
(29)
709
Stock-based compensation - equity classified
6,303
Issuance of common stock in connection with equity compensation plans
247
2
6,071
6,073
Repurchase and retirement of common stock
(97)
(1)
(8,586)
(8,587)
Distributions to noncontrolling interest holders
(62)
Cash dividends paid ($0.67 per common share)
(22,935)
Balance as of March 31, 2025
33,344
432,788
1,295
1,297,764
11,909
1,744,089
5,756
31
230
(9)
(645)
(126)
(22,924)
Balance as of June 30, 2025
33,366
5
For the three and six months ended June 30, 2024
Balance as of December 31, 2023
32,874
329
425,488
(479)
1,298,412
22,379
1,746,129
11,866
(1,051)
(13)
5,842
322
5,642
5,645
(101)
(9,788)
(9,789)
(500)
Cash dividends paid ($0.65 per common share)
(21,965)
Other activity
(256)
Balance as of March 31, 2024
33,095
331
427,184
(492)
1,288,313
20,572
1,735,908
6,608
50
169
(8)
(809)
(36)
(22,248)
Purchase of noncontrolling interests
(25,726)
18,726
(7,000)
Balance as of June 30, 2024
33,137
407,426
415
1,288,728
36,894
1,733,794
6
Condensed Consolidated Statements of Cash Flows
(In thousands)
For the six months ended June 30,
Cash flows from operating activities
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Gains attributable to the fair value of future servicing rights, net of guaranty obligation
(80,964)
(54,247)
Change in the fair value of premiums and origination fees
(16,798)
2,947
Originations of loans held for sale
(5,310,528)
(3,192,112)
Proceeds from transfers of loans held for sale
4,742,908
2,959,268
Other operating activities, net
(12,941)
(61,809)
Net cash provided by (used in) operating activities
(519,560)
(199,449)
Cash flows from investing activities
Capital expenditures
(6,195)
(7,056)
Purchases of equity-method investments
(16,792)
(11,537)
Purchases of pledged available-for-sale ("AFS") securities
(21,989)
(20,900)
Proceeds from prepayment and sale of pledged AFS securities
4,547
3,577
Originations and repurchase of loans held for investment
(24,381)
(13,469)
Principal collected on loans held for investment
16,580
Other investing activities, net
2,884
3,194
Net cash provided by (used in) investing activities
(61,926)
(29,611)
Cash flows from financing activities
Borrowings (repayments) of warehouse notes payable, net
559,042
222,197
Repayments of interim warehouse notes payable
(13,884)
Repayments of notes payable
(329,606)
(4,006)
Borrowings of notes payable
398,875
Repurchase of common stock
(9,232)
(10,598)
Cash dividends paid
(45,858)
(44,213)
Payment of contingent consideration
(10,954)
(25,873)
Debt issuance costs
(14,964)
Other financing activities, net
(947)
(4,476)
Net cash provided by (used in) financing activities
546,356
119,147
Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents (NOTE 2)
(35,130)
(109,913)
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period
327,898
391,403
Total of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period
292,768
281,490
Supplemental Disclosure of Cash Flow Information:
Cash paid to third parties for interest
35,093
43,668
Cash paid for income taxes, net of cash refunds received
15,910
17,105
7
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, 2024 (the “2024 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, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 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 has evaluated the effects of all events that have occurred subsequent to June 30, 2025 and before the date of this filing. The Company has made certain disclosures in the notes to the condensed consolidated financial statements of events that have occurred subsequent to June 30, 2025. There have been no other material subsequent events that would require recognition in the condensed consolidated financial statements.
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, 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, the allowance for risk-sharing obligations, and other credit losses 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. The Company has credit risk exclusively on loans secured by multifamily real estate, with no exposure to any other sector of commercial real estate, including office, retail, industrial, and hospitality.
Components of Provision (Benefit) for Credit Losses (in thousands)
Provision (benefit) for loan losses
500
(17)
(16)
Provision (benefit) for risk-sharing obligations
1,320
353
5,032
(1,124)
Provision (benefit) for loan credit losses
336
(1,140)
Provision (benefit) for other credit losses
2,600
4,600
8
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. During 2024, the Company received requests to repurchase five GSE loans. As of June 30, 2025, the Company has repurchased four of the loans and still has a forbearance and indemnification agreement in place for the other loan. The Company foreclosed on one of the repurchased loans and now holds an Other Real Estate Owned asset. The asset not yet repurchased, must be repurchased by March 29, 2026 and has an outstanding balance of $23.2 million, net of collateral posted. All repurchased and indemnified loans are delinquent and in non-accrual status.
In addition to the Company’s obligation to repurchase certain loans due to material breaches of representations and warranties as discussed above, the Company also has the option to repurchase loans in certain situations. When the Company’s repurchase option becomes exercisable, such loans must be reported on the Condensed Consolidated Balance Sheets. The Company reports the loans as Loans held for sale, at fair value with a corresponding liability that is included as a component of Warehouse notes payable on the Condensed Consolidated Balance Sheets.
As of June 30, 2025, no such loans were included within Loans held for sale, at fair value with no corresponding liability in Warehouse notes payable. As of December 31, 2024, the balance of loans with a repurchase option included within Loans held for sale, at fair value was $189.5 million, and the corresponding liability included within Warehouse notes payable (and NOTE 6) was $189.5 million. These are not cash transactions and thus are not reflected in the Condensed Consolidated Statements of Cash Flows.
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 9) to be restricted cash and restricted cash equivalents. The following table presents a reconciliation of the total cash, cash equivalents, restricted cash, and restricted cash equivalents as presented in the Condensed Consolidated Statements of Cash Flows to the related captions in the Condensed Consolidated Balance Sheets as of June 30, 2025 and 2024, and December 31, 2024 and 2023.
December 31,
(in thousands)
2023
208,095
328,698
35,460
21,422
Pledged cash and cash equivalents (NOTE 9)
17,966
37,935
23,472
41,283
Total cash, cash equivalents, restricted cash, and restricted cash equivalents
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 a realizable excess tax shortfall of $0.1 million and a benefit of $0.4 million for the three months ended June 30, 2025 and 2024, respectively, and a shortfall of $1.4 million and a benefit of $1.0 million for the six months ended June 30, 2025 and 2024, 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 or incurred on loans held for sale after a loan is closed and before a loan is sold. Warehouse interest income is earned or incurred 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 with its own cash. Included in Net warehouse interest income (expense) for the three and six months ended June 30, 2025 and 2024 are the following components:
Components of Net Warehouse Interest Income (Expense)
Warehouse interest income
11,491
6,643
18,065
14,136
Warehouse interest expense
(13,251)
(8,227)
(20,611)
(16,836)
9
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 $4.5 million and $2.0 million for the three months ended June 30, 2025 and 2024, respectively, and $6.5 million and $4.6 million for the six months ended June 30, 2025 and 2024, respectively.
Contracts with Customers—The 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 2024 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 material estimates that affect the determination of the transaction price (including the assessment of variable consideration), the allocation of the transaction price to performance obligations, and the determination of the timing of the satisfaction of performance obligations. Additionally, the earnings process for the 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, 2025 and 2024 (in thousands):
Description
Statement of income line item
Certain loan origination fees
31,431
25,621
48,165
43,408
Investment banking revenues, appraisal revenues, subscription revenues, syndication fees, and other revenues
23,775
16,719
41,802
28,994
Total revenues derived from contracts with customers
77,747
68,427
135,711
120,830
Litigation—In the ordinary course of business, the Company may be party to various claims and litigation, none of which the Company believes is material. The Company cannot predict the outcome of any pending litigation and may be subject to consequences that could include fines, penalties, and other costs, and the Company’s reputation and business may be impacted. The Company believes that any liability that could be imposed on the Company in connection with the disposition of any pending lawsuits would not have a material adverse effect on its business, results of operations, liquidity, or financial condition.
Recently Adopted and Recently Announced Accounting Pronouncements—The Company is currently evaluating Accounting Standards Updates (“ASU”) 2023-09 Improvements to Income Tax Disclosures and 2024-03—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. ASU 2023-09 only requires disclosure in the Company’s Annual Report on Form 10-K and has an effective date for the Company for fiscal years starting with its Annual Report on Form 10-K for the year ended December 31, 2025. ASU 2024-03 has an effective date for the Company for fiscal years starting in 2027 and interim periods thereafter. The Company currently believes these ASUs will not materially impact the Company’s consolidated financial statements or disclosures. There are no other recently announced but not yet effective accounting pronouncements issued that 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.
10
NOTE 3—MORTGAGE SERVICING RIGHTS
The fair value of the mortgage servicing rights (“MSRs”) was $1.4 billion as of both June 30, 2025 and December 31, 2024. 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:
MSR Key Economic Assumptions Sensitivities (in millions)
Decrease in Fair Value
Discount Rate
100 basis point increase
40.3
200 basis point increase
77.9
Placement Fee Rate
50 basis point decrease
49.1
100 basis point decrease
98.3
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.
Activity related to capitalized MSRs (net of accumulated amortization) for the three and six months ended June 30, 2025 and 2024 follows:
Roll Forward of MSRs (in thousands)
Beginning balance
825,761
881,834
907,415
Additions, following the sale of loan
47,068
21,172
73,911
47,582
Amortization
(53,264)
(50,495)
(105,086)
(101,026)
Pre-payments and write-offs
(1,751)
(1,680)
(3,410)
(3,140)
Ending balance
850,831
The following table summarizes the gross value, accumulated amortization, and net carrying value of the Company’s MSRs as of June 30, 2025 and December 31, 2024:
Components of MSRs (in thousands)
Gross value
1,833,896
1,808,295
Accumulated amortization
(1,016,082)
(955,896)
Net carrying value
The expected amortization of MSRs held in the Condensed Consolidated Balance Sheet as of June 30, 2025 is shown in the table below. Actual amortization may vary from these estimates.
Expected
Six Months Ending December 31,
100,531
Year Ending December 31,
2026
182,283
2027
160,583
2028
129,242
2029
93,452
2030
64,448
Thereafter
87,275
11
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 2024 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, along with an insignificant balance of reserves for Freddie Mac SBL, 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, 2025 and 2024 follows:
Roll Forward of Allowance for Risk-Sharing Obligations(in thousands)
31,871
30,124
31,601
Write-offs
30,477
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, 2025 and 2024 follows:
CECL Allowance Calculation Inputs, Details, and Provision Impact
Q1
Q2
Forecast-period loss rate (in basis points)
2.1
N/A
Reversion-period loss rate (in basis points)
1.2
Historical loss rate (in basis points)
0.3
At-risk Fannie Mae servicing portfolio UPB (in billions)
63.6
64.7
CECL allowance (in millions)
24.4
24.6
Provision (benefit) CECL allowance (in millions)
0.2
0.4
2.3
1.3
59.2
59.5
25.0
24.9
(6.6)
(0.1)
(6.7)
During the first quarters of both 2025 and 2024, the Company updated its 10-year look-back period, resulting in loss data from the earliest year being replaced with the loss data for the most recently completed year. The look-back period update for the three months ended March 31, 2024 resulted in the historical loss rate factor decreasing and the benefit for CECL allowance, as noted in the table above. For the three months ended March 31, 2025, the historical loss rate did not change.
12
The weighted-average remaining life of the at-risk Fannie Mae servicing portfolio as of June 30, 2025 was 5.4 years compared to 5.7 years as of December 31, 2024.
Five Fannie Mae DUS loans and three Freddie Mac SBLs had aggregate collateral-based reserves of $8.6 million as of June 30, 2025 compared to three Fannie Mae DUS loans and three Freddie Mac SBLs that had aggregate collateral-based reserves of $4.0 million as of December 31, 2024.
As of June 30, 2025 and 2024, the maximum quantifiable contingent liability associated with the Company’s guaranties for the at-risk loans serviced under the Fannie Mae DUS agreement was $13.4 billion and $12.2 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.
NOTE 5—SERVICING
The total UPB of loans the Company was servicing for various institutional investors was $137.3 billion as of June 30, 2025 compared to $135.3 billion as of December 31, 2024.
As of both June 30, 2025 and December 31, 2024, custodial deposit accounts (“escrow deposits”) relating to loans serviced by the Company totaled $2.7 billion. These amounts are not included in 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 6—DEBT
Warehouse Facilities
As of June 30, 2025, to provide financing to borrowers under the Agencies’ programs, the Company had committed and uncommitted warehouse lines of credit in the amount of $3.8 billion with certain national banks and a $1.5 billion uncommitted facility with Fannie Mae (collectively, the “Agency Warehouse Facilities”). In support of these Agency Warehouse Facilities, the Company has pledged substantially all of its loans held for sale under the Company’s approved programs. The Company’s ability to originate mortgage loans for sale depends upon its ability to secure and maintain these types of short-term financings on acceptable terms.
The interest rate for all the Company’s warehouse facilities is based on an Adjusted Term Secured Overnight Financing Rate (“SOFR”). The maximum amount and outstanding borrowings under Agency Warehouse Facilities as of June 30, 2025 follow:
(dollars in thousands)
Committed
Uncommitted
Total Facility
Outstanding
Facility
Capacity
Balance
Interest rate(1)
Agency Warehouse Facility #1
325,000
250,000
575,000
138,127
SOFR plus 1.30%
Agency Warehouse Facility #2
700,000
300,000
1,000,000
396,148
Agency Warehouse Facility #3
425,000
850,000
93,987
Agency Warehouse Facility #4
150,000
225,000
375,000
118,347
SOFR plus 1.30% to 1.35%
Agency Warehouse Facility #5
50,000
950,000
82,125
SOFR plus 1.45%
Total National Bank Agency Warehouse Facilities
1,650,000
2,150,000
3,800,000
828,734
Fannie Mae repurchase agreement, uncommitted line and open maturity
1,500,000
328,926
Total Agency Warehouse Facilities
3,650,000
5,300,000
1,157,660
During 2025, 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.
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The maturity date of Agency Warehouse Facility #2 was extended to April 10, 2026.
The maturity date of Agency Warehouse Facility #3 was extended to May 15, 2026.
The maturity date of Agency Warehouse Facility #4 was extended to June 22, 2026.
Notes Payable
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, 2025, the balance of the Term Loan was $448.9 million and the revolving credit facility did not have an outstanding balance. The Company also has $400.0 million aggregate principal amount of senior unsecured notes (“Senior Notes”) as of June 30, 2025.
The warehouse facilities and notes payable are subject to various financial covenants. The Company is in compliance with all of these financial covenants as of June 30, 2025.
NOTE 7—GOODWILL AND OTHER INTANGIBLE ASSETS
The Company’s reportable segments are Capital Markets (“CM”), Servicing & Asset Management (“SAM”), and Corporate. A summary of the Company’s goodwill by reportable segments as of and for the six months ended June 30, 2025 and 2024 follows:
As of and for the six months ended
Roll Forward of Gross Goodwill
CM
SAM
Consolidated(1)
524,189
439,521
963,710
Additions from acquisitions
Ending gross goodwill balance
Roll Forward of Accumulated Goodwill Impairment
95,000
62,000
Impairment
Ending accumulated goodwill impairment
429,189
462,189
901,710
Other Intangible Assets
Activity related to other intangible assets for the six months ended June 30, 2025 and 2024 follows:
As and for the six months ended
Roll Forward of Other Intangible Assets (in thousands)
181,975
(7,508)
174,467
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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, 2025 and December 31, 2024:
Components of Other Intangible Assets (in thousands)
208,782
210,616
(59,397)
(53,723)
The expected amortization of other intangible assets shown in the Condensed Consolidated Balance Sheet as of June 30, 2025 is shown in the table below. Actual amortization may vary from these estimates.
7,508
15,016
14,952
14,946
66,931
Contingent Consideration Liabilities
A summary of the Company’s contingent consideration liabilities, which are included in Other liabilities in the Condensed Consolidated Balance Sheets, as of and for the six months ended June 30, 2025 and 2024 follows:
Roll Forward of Contingent Consideration Liabilities (in thousands)
30,537
113,546
Accretion
81
1,334
Payments
19,664
89,007
The contingent consideration liabilities presented in the table above relate to acquisitions of debt brokerage and 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.
NOTE 8—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
15
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:
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.
Undesignated Derivatives
Loan commitments that meet the definition of a derivative are recorded at fair value on the Condensed Consolidated Balance Sheets upon the executions of the commitments to originate a loan with a borrower and to sell the loan to an investor, with a corresponding amount recognized as revenue on the 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 guarantee 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 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.
Designated Derivatives
In connection with the issuance of the Senior Notes during the first quarter of 2025, the Company entered into a standard swap agreement to hedge the exposure to changes in fair value of the Senior Notes related to interest rates. The swap converts the fixed interest payments required by the Senior Notes to a variable interest rate based on SOFR (i.e. the Company pays variable and receives fixed payments). The Senior Notes are the only fixed-rate debt the Company has outstanding, and as a result of the swap, all of the Company’s corporate debt is tied to variable rates.
The Company has designated this hedging relationship as a fair value hedge, with the entire balance of the Senior Notes as the hedged item and the swap as the hedging instrument. As the terms of the swap mirror the terms of the Senior Notes, the Company is permitted to assume no ineffectiveness in the hedging relationship. The fair value adjustment to the Senior Notes is the offset of the fair value of the interest
16
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 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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The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024, segregated by the level of the valuation inputs within the fair value hierarchy used to measure fair value:
Balance as of
Level 1
Level 2
Level 3
Period End
Loans held for sale
Pledged securities
200,469
Derivative assets
52,370
1,430,676
1,448,642
Derivative liabilities
16,208
Notes payable —Senior Notes
399,572
Contingent consideration liabilities(1)
415,780
435,444
183,432
30,175
994,356
1,017,828
915
31,452
There were no transfers between any of the levels within the fair value hierarchy during the six months ended June 30, 2025 or 2024.
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. A roll forward of derivative instruments is presented below for the three and six months ended June 30, 2025 and 2024:
Derivative Assets and Liabilities, net (in thousands)
11,635
13,797
29,260
3,204
Settlements
(122,935)
(91,209)
(214,752)
(145,254)
Realized gains (losses) recorded in earnings(1)
111,300
77,412
185,492
142,049
Unrealized gains (losses) recorded in earnings(1)(2)
36,162
21,272
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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, 2025:
Quantitative Information about Level 3 Fair Value Measurements
Fair Value
Valuation Technique
Unobservable Input (1)
Input Range (1)
Weighted Average (2)
Contingent consideration liabilities
Monte Carlo Simulation
Probability of earnout achievement
0% - 100%
8%
The carrying amounts and the fair values of the Company's financial instruments as of June 30, 2025 and December 31, 2024 are presented below:
Carrying
Fair
Level
Value
Financial Assets:
Level 1 & 2
Loans held for investment, net(1)
32,366
32,866
Derivative assets(1)
Total financial assets
1,755,810
1,355,120
Financial Liabilities:
Derivative liabilities(2)
Contingent consideration liabilities(2)
Secured borrowings(2) (NOTE 2)
35,060
59,441
Warehouse notes payable(3)
781,972
Notes payable(3)(4)
848,448
778,481
Total financial liabilities
2,056,823
2,077,040
1,640,643
1,651,346
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.
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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 and the related input levels includes, as applicable:
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, 2025 and December 31, 2024:
Fair Value Adjustment Components
Balance Sheet Location
Notional or
Estimated
Principal
Gain
Interest Rate
Derivative
on Sale
Movement
Adjustment
Assets(1)
Liabilities(2)
Undesignated derivatives
Rate lock commitments
1,615,937
41,498
9,658
51,156
51,185
Forward sale contracts
2,779,524
(14,566)
1,185
(15,751)
Loans held for sale(3)
1,163,587
9,342
4,908
14,250
Total undesignated derivatives
50,840
(15,780)
Designated derivatives
Interest rate swap
400,000
(428)
Senior Notes(4)
428
Total designated derivatives
(16,208)
14,678
472,905
19,968
(5,338)
14,630
14,930
(300)
1,258,323
15,245
(615)
785,418
4,623
(9,292)
(4,669)
24,591
(915)
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NOTE 9—FANNIE MAE COMMITMENTS AND PLEDGED SECURITIES
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 8, the Company accounts for these commitments as derivatives recorded at fair value.
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, 2025. 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, 2025 collateral requirements as outlined above. As of June 30, 2025, reserve requirements for the DUS loan portfolio will require the Company to fund $75.9 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 future 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, 2025. 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, 2025, the net worth requirement was $337.4 million, and the Company's net worth, as defined in the requirements, was $1.0 billion, as measured at the Company’s wholly owned operating subsidiary, Walker & Dunlop, LLC. As of June 30, 2025, the Company was required to maintain at least $67.2 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 $220.2 million as of June 30, 2025, 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, 2025 and 2024, and December 31, 2024 and 2023:
Pledged Securities (in thousands)
1,176
3,663
3,015
2,727
Money market funds
16,790
34,272
20,457
38,556
Total pledged cash and cash equivalents
Agency MBS
160,001
142,798
Total pledged securities, at fair value
197,936
184,081
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
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Company’s 2024 Form 10-K. The following table provides additional information related to the Agency MBS as of June 30, 2025 and December 31, 2024:
Fair Value and Amortized Cost of Agency MBS (in thousands)
Fair value
Amortized cost
198,951
182,912
Total gains for securities with net gains in AOCI
2,669
1,650
Total losses for securities with net losses in AOCI
(1,151)
(1,130)
Fair value of securities with unrealized losses
122,983
136,976
Pledged securities with a fair value of $74.7 million, an amortized cost of $75.8 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.
Detail of Agency MBS Maturities (in thousands)
Amortized Cost
Within one year
After one year through five years
93,675
93,732
After five years through ten years
90,867
89,781
After ten years
15,927
15,438
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NOTE 10—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 under the Company’s 2024 Equity Incentive Plan, which was approved by stockholders on May 2, 2024 and constitutes an amendment and restatement of the Company’s 2020 Equity Incentive Plan, which 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, 2025 and 2024 under the two-class method. Participating securities were included in the calculation of diluted EPS using the two-class method, as this computation was more dilutive than the treasury-stock method.
For the three months ended June 30,
EPS Calculations (in thousands, except per share amounts)
Calculation of basic EPS
Less: dividends and undistributed earnings allocated to participating securities
790
514
877
810
Net income applicable to common stockholders
33,162
22,149
35,829
33,719
Weighted-average basic shares outstanding
Basic EPS
Calculation of diluted EPS
Add: reallocation of dividends and undistributed earnings based on assumed conversion
Net income allocated to common stockholders
Add: weighted-average diluted non-participating securities
33
51
Weighted-average diluted shares outstanding
Diluted EPS
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, 2025, 508 thousand average restricted shares and 377 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, 2024, 127 thousand average restricted shares and 128 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 2025, 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 21, 2025 (the “2025 Stock Repurchase Program”). During the first six months of 2025, the Company did not repurchase any shares of its common stock under the 2025 Stock Repurchase Program. As of June 30, 2025, the Company had $75.0 million of authorized share repurchase capacity remaining under the 2025 Stock Repurchase Program.
During the first and second quarters of 2025, the Company paid a dividend of $0.67 per share. On August 6, 2025, the Company’s Board of Directors declared a dividend of $0.67 per share for the third quarter of 2025. The dividend will be paid on September 5, 2025 to all holders of record of the Company’s restricted and unrestricted common stock as of August 21, 2025.
The Company awarded $6.1 million and $4.4 million of stock to settle compensation liabilities, a non-cash transaction, for the six months ended June 30, 2025 and 2024, respectively.
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The Company’s notes payable contain 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.
NOTE 11—SEGMENTS
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.
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.
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.
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The following tables provide a summary and reconciliation of each segment’s results for the three months ended June 30, 2025 and 2024.
Segment Results (dollars in thousands, except per share data and ratios)
For the three months ended June 30, 2025
Corporate
Consolidated
93,764
545
32,651
3,335
12,670
16,269
2,379
172,791
140,735
5,714
Personnel(1)
116,441
22,743
22,704
1,146
55,882
1,908
4,468
10,810
1,489
5,309
6,514
21,632
127,364
97,769
47,733
Income (loss) from operations
45,427
42,966
(42,019)
Income tax expense (benefit)
12,285
5,428
(5,288)
Net income (loss) before noncontrolling interests
33,142
37,538
(36,731)
Walker & Dunlop net income (loss)
37,541
0.97
1.10
(1.08)
Operating margin
26
%
(735)
25
For the three months ended June 30, 2024
63,841
1,493
(1,950)
366
37,170
3,870
11,665
13,963
404
118,170
148,232
4,274
92,480
20,077
20,510
1,138
53,173
1,732
5,299
10,946
1,629
4,642
6,728
21,189
103,559
93,860
45,060
14,611
54,372
(40,786)
3,359
16,521
(11,978)
11,252
37,851
(28,808)
213
(2,581)
11,039
40,432
0.33
1.19
(0.85)
37
(954)
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, 2025 and 2024.
Segment Results and Total Assets (dollars in thousands, except per share data and ratios)
As of and for the six months ended June 30, 2025
139,061
62,273
6,924
29,397
25,563
1,684
275,361
272,638
8,608
202,907
42,289
38,082
2,287
110,380
3,890
8,655
20,741
2,885
11,544
13,982
41,815
225,393
192,924
86,672
49,968
79,714
(78,064)
14,466
23,079
(22,601)
35,502
56,635
(55,463)
56,667
1,851,055
2,337,205
486,780
1.04
1.65
(1.62)
29
(907)
27
As of and for the six months ended June 30, 2024
107,541
1,533
(3,524)
824
72,773
7,669
21,717
25,534
1,532
200,067
289,467
9,201
171,667
38,132
34,731
2,275
106,244
3,415
10,150
22,137
3,246
9,694
11,851
39,857
193,786
181,824
81,249
6,281
107,643
(72,048)
1,615
27,674
(18,523)
4,666
79,969
(53,525)
327
(3,746)
4,339
83,715
1,491,821
2,283,259
400,318
4,175,398
0.13
2.47
(1.58)
(783)
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NOTE 12—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 17 of the 2024 Form 10-K.
As of June 30, 2025 and December 31, 2024, 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 in the Condensed Consolidated Balance Sheets:
Consolidated VIEs (in thousands)
Assets:
536
863
2,540
3,939
26,164
26,570
Other Assets
7,877
44,892
Total assets of consolidated VIEs
37,117
76,264
Liabilities:
10,523
55,527
Total liabilities of consolidated VIEs
The table below presents the carrying value and classification of the Company’s interests in nonconsolidated VIEs included in the Condensed Consolidated Balance Sheets:
Nonconsolidated VIEs (in thousands)
Other assets: Equity-method investments
51,533
50,592
Total interests in nonconsolidated VIEs
246,012
363,822
Total commitments to fund nonconsolidated VIEs
Maximum exposure to losses(1)(2)
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, 2024 (“2024 Form 10-K”).
Forward-Looking Statements
Some of the statements in this Form 10-Q of Walker & Dunlop, Inc. and subsidiaries (the “Company,” “Walker & Dunlop,” “we,” “us,” or “our”), may constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans, or intentions.
The forward-looking statements contained in this Form 10-Q reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions, and changes in circumstances that may cause actual results to differ significantly from those expressed or contemplated in any forward-looking statement. Statements regarding the following subjects, among others, may be forward-looking:
While forward-looking statements reflect our good-faith projections, assumptions, and expectations, they do not guarantee future results. Furthermore, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by applicable law. For further discussion of these and other factors that could cause future results to differ materially from those expressed or contemplated in any forward-looking statements, see Part I, Item 1A. Risk Factors in our 2024 Form 10-K.
Business
Overview
We are a leading commercial real estate (i) services, (ii) finance, and (iii) technology company in the United States. Through investments in people, brand, and technology, we have built a diversified suite of commercial real estate services to meet the needs of our customers. Our services include (i) multifamily lending, property sales, appraisal, valuation, and research, (ii) commercial real estate debt brokerage and advisory services, (iii) investment management, and (iv) affordable housing lending, property sales, tax credit syndication, development, and investment. We leverage our technological resources and investments to (i) provide an enhanced experience for our customers, (ii) identify refinancing and other financial and investment opportunities for new and existing customers, and (iii) drive efficiencies in our internal processes. We believe our people, brand, and technology provide us with a competitive advantage, as evidenced by 58% of refinancing volumes coming from new loans to us and 17% of total transaction volumes coming from new customers for the six months ended June 30, 2025.
We are one of the largest service providers to multifamily operators in the country. We originate, sell, and service a range of multifamily and other commercial real estate financing products, including loans through the programs of 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 retain servicing rights and asset management responsibilities on substantially all loans that we originate for the Agencies’ programs. We broker, and occasionally service, loans to commercial real estate operators for many life insurance companies, commercial banks, and other institutional investors, in which cases we do not fund the loan but rather act as a loan broker.
We provide multifamily property sales brokerage and appraisal and valuation services and engage in commercial real estate investment management activities, including a focus on the affordable housing sector through low-income housing tax credit (“LIHTC”) syndication. We engage in the development of affordable housing projects through joint ventures with real estate developers. We provide housing market research and real estate-related investment banking and advisory services, which provide our clients and us with market insight into many areas of the housing market. Our clients are owners and developers of multifamily properties and other commercial real estate assets across the country. We also underwrite, service, and asset-manage shorter-term loans on transitional commercial real estate. Most of these shorter-term loans are closed through a joint venture or through separate accounts managed by our investment management subsidiary, Walker & Dunlop Investment Partners, Inc. (“WDIP”). We are a leader in commercial real estate technology through developing and acquiring technology resources that (i) provide innovative solutions and a better experience for our customers, (ii) allow us to drive efficiencies across our internal processes, and (iii) allow us to accelerate growth of our small-balance lending business and our appraisal platform, Apprise by Walker & Dunlop (“Apprise”).
Walker & Dunlop, Inc. is a holding company. We conduct the majority of our operations through Walker & Dunlop, LLC, our operating company.
Segments
Our executive leadership team, which functions as our chief operating decision making body, makes decisions and assesses performance based on the following three reportable segments: (i) Capital Markets, (ii) Servicing & Asset Management, and (iii) Corporate. 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. The segments and related services are 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 2024 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 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 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 may 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.
As part of our overall growth strategy, we are focused on significantly growing and investing in our small-balance multifamily lending platform, which involves a high volume of transactions with smaller loan balances. We have supported our small-balance lending platform with acquisitions in the past that have provided data analytics, software development, and technology products in this area.
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.
Private Client (Small Balance) Lending
We generally define private clients in the multifamily sector as customers that operate fewer than 2,000 units. Private clients make up a substantial portion of the ownership of multifamily assets in the United States. As part of our overall growth strategy, we are focused on significantly growing and investing in our private client, or small-balance, multifamily lending platform, which involves a high volume of transactions with smaller loan balances. We have supported our small-balance lending platform with acquisitions in the past that have pro-vided data analytics, software development, and technology products to this customer segment. These acquisitions have advanced our technology development capabilities in this area, and our expectation is that the products we develop will be used in our middle market and institutional lending businesses when the products are mature and proven successful
Property Sales
Through our subsidiary Walker & Dunlop Investment Sales, LLC (“WDIS”), we offer 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
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clients, and we often are able to provide financing for the purchaser of the properties through the Agencies or debt brokerage entities. We have increased the number of property sales brokers and the geographical reach of our investment sales platform over the past several years through hiring and acquisitions and intend to continue this expansion in support of our growth strategy, geographical reach, and service offerings. Our geographical reach now covers many major markets in the United States, and our service offerings now include sales of land, student, senior housing, hospitality, and affordable properties.
Housing Market Research and Real Estate Investment Banking Services
Our subsidiary Zelman & Associates (“Zelman”) is 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. Zelman generates revenues through the sale of its housing market research data and related publications to banks, investment banks and other financial institutions. Zelman is 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. Prior to the fourth quarter of 2024, we owned a 75% controlling interest in Zelman. During the fourth quarter of 2024, we purchased the remaining 25% interest in Zelman.
Appraisal and Valuation Services
We offer multifamily appraisal and valuation services though our subsidiary, Apprise. Apprise leverages 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 provides appraisal services to a client list that includes many national commercial real estate lenders. Apprise also provides 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.
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 originate through our principal lending and investing activities, and managing third-party capital invested in 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 2024 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 and 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 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 doubling or tripling 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 $300 million, which equates to a maximum loss per loan of $60 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 $300 million, we receive modified risk-sharing. We also may request modified risk-sharing at the time of origination on loans below $300 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 in prior years was less than $300 million. Accordingly, loans originated in prior years were subject to risk-sharing 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 substantially 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 servicing fees we typically earn on brokered loan transactions are lower than the servicing fees we earn on Agency loans.
Investment Management
Through our investment management subsidiary, WDIP, we function as the operator of a private commercial real estate investment adviser focused on the management of debt, JV equity, and preferred equity investments in middle-market commercial real estate. WDIP’s current regulatory assets under management (“AUM”) of $2.6 billion primarily consist 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”), 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 Equity Funds consists of both unfunded commitments and funded investments. WDIP receives management fees based on both unfunded commitments and funded investments in the Equity Funds and on funded investments for the Debt Funds and the other investment vehicles. Additionally, with respect to the Equity and Debt Funds and the preferred equity JV, WDIP receives a percentage of the return above the fund return hurdle rate specified in the fund agreements. We are a co-investor in the Equity Funds, Debt Funds and certain separate accounts.
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”). WDAE is one of the largest tax credit syndicators and affordable housing developers in the U.S. and provides 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. WDAE serves as the general partner of these LIHTC funds, and it receives 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, WDAE syndicates 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. Additionally, WDAE invests with third-party investors (either in a fund or joint-venture structure) with the goal of preserving affordability on multifamily properties coming out of the LIHTC 15-year compliance period or on which market forces are unlikely to keep the properties affordable.
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 2024 Form 10-K.
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Basis of Presentation
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.
Critical Accounting Estimates
Our condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“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 2024 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 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 an insignificant number of Freddie Mac small balance pre-securitized loans (“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”). 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 CECL Allowance for the portion of the portfolio collectively evaluated as described further below.
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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.
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 reflects our expectations of the economic conditions impacting the multifamily sector over the coming year in relation to the historical period. For example, despite our historical loss rate declining from 0.6 basis points as of December 31, 2023 to 0.3 basis points as of March 31, 2024, our forecast-period loss rate remained relatively unchanged from 2.4 basis points as of December 31, 2023, to 2.3 basis points as of March 31, 2024.
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. 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 estimate.
Goodwill. As of both June 30, 2025 and December 31, 2024, 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. Due to the challenging macroeconomic conditions in 2024, the projected cash flows for some of our reporting units declined, resulting in goodwill impairment in the fourth quarter of 2024 of $33.0 million that was attributed to reporting units within the
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Capital Markets segment. Despite volatility in the financial markets and uncertainty in overall macroeconomic conditions, macroeconomic conditions impacting the multifamily markets remain stable and our multifamily transaction volumes continue to improve.
Overview of Current Business Environment
The Commercial Real Estate (“CRE”) sector has experienced a challenging environment shaped by uncertain, and at times volatile, interest rates that have directly impacted the cost and availability of capital over the last three years. Uncertainty impacted growth expectations and asset valuations. Macroeconomic uncertainties also impacted overall demand for transactions. Many of those factors showed meaningful signs of improvement in the second half of 2024 and thus far in 2025, indicating a recovery may be underway. Each of these factors impacted the CRE transactions market differently in the first half of 2025.
Tariffs and Global Trade Policy. The Trump Administration announced broad tariffs on April 2, 2025 (“Liberation Day”), impacting a wide range of imports. The implementation of the tariffs led to immediate turmoil in the markets, with the S&P 500 falling sharply in the first week following the announcement. The initial reaction was a flight to safety, and yields on US Treasuries fell rapidly, but yields quickly retreated as markets began to fear the impacts to inflation and global GDP growth. Tariffs were paused a week later, on April 9, 2025, but the market remains cautious and yields on the 10-year Treasury bonds, have settled into a range of 4.2% to 4.5% in the months following Liberation Day. The Administration is currently negotiating trade agreements around the globe, and the negotiation of those agreements may have a continued impact on markets and stability of interest rates until they are ultimately resolved.
Monetary Policy & Cost of Capital. The Federal Open Market Committee (“FOMC”) began hiking interest rates aggressively in 2022, which materially increased the cost of capital for commercial real estate operators. Higher borrowing costs reduced leverage, pressured debt service coverage ratios, and led to valuation declines as cap rates adjusted. Beginning in September 2024, the FOMC began decreasing its target Federal Funds Rate, lowering the target rate to 4.25% to 4.50% at its December 2024 meeting. The FOMC has indicated that it will need to understand the impact of tariffs on global trade policy, inflation and economic growth before further action is taken, and markets now expect rates will remain elevated for longer, with few rate cuts expected during the remainder of 2025. This has had the effect of stabilizing interest rates, albeit at higher levels than many investors in commercial real estate hoped. Continued stability of interest rates will be a key driver of transaction volume and capital markets activity this year. There was significant volatility throughout the first quarter, but rates have since stabilized, and we are seeing an acceleration in transaction activity as noted in the volume of second quarter debt financing.
Capital Availability & Lending Markets. The supply of capital to the CRE sector remains abundant, but many investors and borrowers of that capital remain selective while the cost of capital remains elevated. Banks, life insurance companies, conduits (CMBS), and debt funds are actively lending to the sector but are selective, with a preference for high-quality assets and well-capitalized sponsors. The GSEs, the predominant suppliers of capital to the multifamily market, deployed $120 billion of capital to the industry in 2024, up from $101 billion in 2023. Entering 2025, the GSEs’ lending caps were set at a combined $146 billion, providing them a 22% increase in capacity over 2024 volumes. Both GSEs have started the year strong compared to the same period last year, with Fannie Mae lending volumes up 52% year to date, and Freddie Mac up 9%. The GSEs have supplied consistent capital to the multifamily sector during cyclical and countercyclical markets, and they continue to do so throughout the market disruptions experienced in the early part of 2025. As Fannie Mae’s largest partner for six consecutive years, and Freddie Mac’s fourth largest partner in 2024, their participation in the market is a significant driver of our financial performance and a sustained increase in their lending activity in the second half of the year would enhance our business and results from operations.
Multifamily Rent Growth & Asset Values. Over 80% of our transaction volume takes place in the multifamily sector. Rent growth slowed considerably in 2024, particularly in high-supply Sun Belt markets, primarily as a result of record completions of 590,000 units last year. Yet absorption remained extremely strong, at nearly 800,000 units for the trailing-12 months ended June 30, 2025, outpacing supply for the fifth consecutive quarter. The significant amount of absorption has limited rent growth, with Zelman, our housing research arm, reporting national rent growth of approximately 2% in 2024, a pace that was far below the aggressive rent growth seen in 2021 and 2022. According to MSCI, in December 2024, multifamily property values remained stable month-over-month but were down 4.2% compared to the previous year. Notably, multifamily prices have declined by 19.6% from their peak, but remain 11.9% above pre-COVID January 2020 levels. Importantly, new construction starts have fallen dramatically, to only 213,000 in 2024, and the cost of owning a single-family home has skyrocketed as a result of aforementioned elevated interest rates, limited supply of seller inventory, and a strong labor market. That sets up well for a return to rent growth and an improvement in operating fundamentals for the multifamily sector, which would improve both the rent grown and asset values, likely increasing the volume of multifamily asset sales in the coming quarters.
Other Macroeconomic Considerations. The national unemployment rate remained low at 4.1% at June 30, 2025, consistent with the unemployment rate of 4.1% at December 31, 2024. According to RealPage, vacancies in the multifamily sector stabilized around 4.4% as of
June 30, 2025, down from 5.2% in December 2024. The final outcome of Liberation Day is still unknown, as trade agreements are finalized with some countries and still being negotiated with others. With uncertainty around its impacts on global supply chains, cost and availability of goods and services and broader implications on global economic growth, it is difficult to predict what interest rates, cost of capital and capital availability will look like in the long-term. However, beginning with the second quarter of 2025, we have seen a material increase in transaction activity as rates have stabilized and many investors in commercial real estate are in a position that they must transact due to fund lives expiring or debt financing maturing.
Despite the current headwinds, multifamily remains one of the most resilient asset classes in CRE, and the GSEs continue to supply capital to the sector. During the second quarter of 2025, we saw transaction volumes increase by 65% compared to the same quarter last year, with notable increases in Fannie Mae lending (106%) and brokered lending (64%). Consequently, our Capital Markets segment produced net income of $33.1 million in the second quarter of 2025, up 200% compared to the year ago quarter.
Our Servicing & Asset Management segment is not directly correlated to the transaction markets like our Capital Markets segment. This segment’s managed portfolio totaled $156.0 billion as of June 30, 2025, up 4% compared to the same quarter last year, and included our $137.3 billion loan servicing portfolio and our $18.6 billion of AUM. Although our total managed portfolio increased, revenues for the segment declined by 5%, to $140.7 million, for the second quarter of 2025 compared to the same quarter last year, as a meaningful portion of segment revenues are tied to floating interest rates on deposit accounts, and the 100 basis point decline in short term rates enacted by the FOMC late in 2024 caused those revenues to decline by $11.2 million, or 14% year to date. Over the past two years, we have focused on scaling our AUM, and in the fourth quarter of 2024 we successfully closed a first round of $200 million of equity capital for Debt Fund II from life insurance companies, pension funds, high net worth investors and Walker & Dunlop. Debt Fund II will provide our investment management team with over $500 million of levered capital to deploy into transitional multifamily assets, and year to date, our team deployed $258 million of that capital. We expect the revenues of our investment management business to grow as capital is raised and deployed. This segment also includes the activities of WDAE, an alternative investment manager focused on affordable housing, including LIHTC syndication and joint venture development. We ranked as the eighth largest LIHTC syndicator in 2024 and continue to pursue combined LIHTC syndication and affordable housing services to generate significant long-term financing, property sales, and syndication opportunities. Our LIHTC syndication activity started slowly, but we expect the team to grow syndication volumes considerably from the $404 million syndicated in 2024. In April 2025, the team syndicated its largest fund ever, a $240 million multi-investor fund invested in affordable assets across the country. We also earn revenues on the disposition of historical LIHTC investments in the form of investment management fees. Over the last several years, the aforementioned macroeconomic challenges have impacted the number of affordable investment sales as well as asset values, significantly decreasing the amount of revenues earned from these sales. We expect investment management fees from disposition activity to remain low in the near term as a result of these factors, and to likely recover more slowly than the market rate multifamily market.
Consolidated Results of Operations
The following is a discussion of our consolidated results of operations for the three and six months ended June 30, 2025 and 2024. 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
Transaction Volume (in thousands)
Debt Financing Volume
11,638,225
6,917,718
16,834,867
12,145,026
Property Sales Volume
2,313,585
1,530,783
4,152,875
2,697,934
Total Transaction Volume
13,951,810
8,448,501
20,987,742
14,842,960
Key Performance Metrics (dollars in thousands, except per share data)
Return on equity
Adjusted EBITDA(1)
76,811
80,931
141,777
155,067
Key Expense Metrics (as a percentage of total revenues)
Personnel expenses
49
As of June 30,
Managed Portfolio (in thousands)
Servicing Portfolio
137,349,124
132,777,911
Assets under management
18,623,451
17,566,666
Total Managed Portfolio
155,972,575
150,344,577
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The following tables present a period-to-period comparison of our financial results for the three- and six- month periods ended June 30, 2025 and 2024.
FINANCIAL RESULTS – THREE MONTHS
Dollar
Percentage
Change
28,975
44
19,804
59
3,275
3,699
(7,245)
(49)
(176)
(5,054)
(12)
5,286
48,564
28,821
2,893
(1,116)
(38)
(1,107)
(6)
896
30,387
18,177
4,523
57
13,654
2,365
(100)
11,289
Three months ended June 30, 2025 compared to three months ended June 30, 2024
The increase in revenues was primarily driven by increases in loan origination and debt brokerage fees, net (“origination fees”), the fair value of expected net cash flows from servicing, net (“MSR income”), servicing fees, property sales broker fees, and other revenues, partially offset by decreases in investment management fees and placement fees and other interest income. Origination fees and MSR income increased primarily due to the increase in our total debt financing volumes, particularly our Fannie Mae volume, partially offset by declines in our margins. Servicing fees increased primarily due to the increase in the average servicing portfolio combined with a small increase in the weighted average servicing fee. The increase in property sales broker fees was largely driven by an increase in property sales volume, partially offset by a decline in the margin. Other revenues increased primarily due to increases in appraisal revenues and LIHTC syndication fees, partially offset by a decrease in income from equity-method investments. Investment management fees decreased largely as a result of a decline in asset management fees from our LIHTC operations. Placement fees and other interest income declined primarily due to lower average placement fee rates during the second quarter of 2025 compared to the second quarter of 2024.
The increase in expenses was primarily due to increases in personnel expense and amortization and depreciation, partially offset by a decrease in interest expense on corporate debt. Personnel expense increased primarily due to an increase in commission costs mainly due to the aforementioned increases in origination fees and property sales broker fees. The increase in amortization and depreciation was primarily driven by an increase in the amortization of MSRs. Interest expense on corporate debt decreased due to lower average interest rates during the second quarter of 2025 compared to the second quarter of 2024, partially offset by an increase in the balance outstanding from the refinancing of our debt in the first quarter of 2025.
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Income tax expense increased $4.5 million, or 57% year over year, driven by a 64% increase in income from operations and a $0.1 million shortfall in excess tax benefits in Q2 2025 compared to a $0.4 million benefit in Q2 2024. The shortfall resulted from the change between the grant date and vesting date fair values of share-based compensation that vested during the quarter. Absent the $0.5 million difference in excess tax benefits year over year, income tax expense would have increased 49%. Partially offsetting the increase due to increased income from operations was a reduction in losses from noncontrolling interests year over year. Losses from noncontrolling interest increase operating income upon which tax expense is calculated.
FINANCIAL RESULTS – SIX MONTHS
31,616
26,717
5,453
8,399
42
(11,083)
(39)
154
(11,245)
(14)
7,861
57,872
38,748
2,072
60
(3,252)
5,939
48,130
9,742
4,178
5,564
3,387
(99)
2,177
Six months ended June 30, 2025 compared to six months ended June 30, 2024
The increase in revenues was primarily driven by increases in origination fees, MSR income, servicing fees, property sales broker fees, and other revenues, partially offset by decreases in investment management fees and placement fees and other interest income. Origination fees and MSR income increased primarily due to the increase in our total debt financing volumes, particularly our Fannie Mae volume, partially offset by declines in our margins. Servicing fees increased primarily due to the increase in the average servicing portfolio combined with a small increase in the weighted-average servicing fee. The increase in property sales broker fees was largely driven by an increase in property sales volume, partially offset by a decline in the margin. Other revenues increased primarily due to increases in investment banking revenues, appraisal revenues, and LIHTC syndication fees partially offset by a decrease in income from equity-method investments. Investment management fees decreased largely as a result of a decline in asset management fees from our LIHTC operations. Placement fees and other interest income declined primarily due to lower average placement fee rates during 2025 compared to 2024.
The increase in expenses was primarily due to increases in personnel expense, amortization and depreciation and other operating expenses, partially offset by a decrease in interest expense on corporate debt. Personnel expense increased primarily due to an increase in commission costs mainly due to the aforementioned increases in transaction volumes and investment banking revenues, and increased severance expense. The increase in amortization and depreciation was primarily driven by an increase in amortization of MSRs. Other operating expenses increased primarily due to the write-off of unamortized debt issuance costs resulting from the partial paydown of one of our corporate debt
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instruments and expenses related to repurchased loans. Interest expense on corporate debt decreased due to lower average interest rates during 2025 compared to 2024, partially offset by an increase in the balance outstanding from the aforementioned refinancing of our debt.
Income tax expense increased $4.2 million, or 39%, from the first half of 2024, primarily as a result of the 23% increase in income from operations and a $1.4 million shortfall in realizable excess tax benefits in the first half of 2025 compared to a $1.0 million tax benefit in the first half of 2024. The shortfall resulted from the change between the grant date and vesting date fair values of share-based awards. Absent the $2.4 million difference in excess tax benefits year over year, income tax expense would have increased 15%. Partially offsetting the increase due to increased income from operations was a reduction in losses from noncontrolling interests year over year. Losses from noncontrolling interest increase operating income upon which tax expense is calculated.
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, stock-based compensation, the fair value of expected net cash flows from servicing, net, 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:
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
Reconciliation of Walker & Dunlop Net Income to Adjusted EBITDA
Walker & Dunlop Net Income
Net write-offs
Stock-based compensation expense
6,064
6,862
12,506
13,092
MSR income
(53,153)
(33,349)
Write-off of unamortized issuance costs from corporate debt paydown
4,215
Adjusted EBITDA
The following tables present a period-to-period comparison of the components of adjusted EBITDA for the three and six months ended June 30, 2025 and 2024.
ADJUSTED EBITDA – THREE MONTHS
31,321
28,400
2,921
(155,824)
(126,205)
(29,619)
(33,455)
(32,559)
(896)
(4,120)
(5)
Origination fees increased largely due to the increase in debt financing volume, particularly our Fannie Mae volume, partially offset by a decline in the margin. Servicing fees increased largely due to growth in the average servicing portfolio period over period combined with a small increase in the average servicing fee. Property sales broker fees increased as a result of the growth in property sales volume, partially offset by a decline in the margin. Investment management fees decreased primarily due to a decline in asset management fees from our LIHTC operations. Placement fees and other interest income decreased primarily due to lower average placement fee rates. Other revenues increased primarily due to an increase in appraisal revenues and LIHTC syndication fees, partially offset by a decrease in income from equity-method investments. Personnel expense increased primarily due to an increase in commission costs mainly due to the aforementioned increases in transaction volumes and investment banking revenues.
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ADJUSTED EBITDA – SIX MONTHS
56,676
52,202
4,474
(270,772)
(231,438)
(39,334)
(63,126)
(61,402)
(1,724)
(13,290)
Origination fees increased largely due to the increase in debt financing volume, partially our Fannie Mae volume, partially offset by a decline in the margin. Servicing fees increased largely due to growth in the average servicing portfolio period over period combined with a small increase in the average servicing fee. Property sales broker fees increased primarily as a result of the growth in property sales volume, partially offset by a decline in the margin. Investment management fees decreased primarily due to a decline in asset management fees from our LIHTC operations. Placement fees and other interest income decreased primarily due to lower average placement fee rates. Other revenues increased primarily due to increases in investment banking revenues, appraisal revenues, and LIHTC syndication fees, partially offset by a decrease in income from equity-method investments. Personnel expense increased primarily due to (i) an increase in commission costs mainly due to the aforementioned increases in origination fees, property sales broker fees, and investment banking revenues and (ii) increased severance expense.
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 exercise of stock options and occasionally for acquisitions (non-cash transactions).
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
The following table presents a period-to-period comparison of the significant components of cash flows for the six months ended June 30, 2025 and 2024.
SIGNIFICANT COMPONENTS OF CASH FLOWS
(320,111)
160
(32,315)
109
427,209
359
Total of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period ("Total cash")
11,278
Cash flows from (used in) operating activities
Net receipt (use) of cash for loan origination activity
(567,620)
(232,844)
(334,776)
144
Net cash provided by (used in) operating activities, excluding loan origination activity
48,060
33,395
14,665
Cash flows from (used in) investing activities
(5,255)
46
Originations and repurchase, net of principal collected of loans held for investment
3,111
(27,492)
(884)
Cash flows from (used in) financing activities
336,845
152
13,884
Borrowings of note payable
(325,600)
8,128
14,919
(58)
Operating Activities
Net cash provided by (used in) operating activities changed primarily due to:
Investing Activities
Net cash provided by (used in) investing activities changed primarily due to:
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Financing Activities
Net cash provided by (used in) financing activities changed primarily due to:
(i) Net borrowings of warehouse notes payable. The increase was due to the aforementioned increase in cash used in loan origination activity.
(ii) Repayments of interim warehouse notes payable. The change in repayments of interim warehouse notes payable was related to the aforementioned decrease in principal collected on loans held for investment as we use borrowings to fund interim loan program loans held for investment.
Partially offsetting the aforementioned changes that increased cash were the following activities that decreased cash:
(ii) Debt issuance costs. The increase in debt issuance costs paid was driven by the aforementioned issuance of the Senior Notes and amendment of the Term Loan, with no comparable activity in 2024.
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.
Capital Markets
CAPITAL MARKETS
Transaction Volume
Components of Debt Financing Volume
Fannie Mae
3,114,308
1,510,804
1,603,504
106
Freddie Mac
1,752,597
1,153,190
599,407
52
Ginnie Mae ̶ HUD
288,449
185,898
102,551
55
Brokered(1)
6,335,071
3,852,851
2,482,220
Total Debt Financing Volume
11,490,425
6,702,743
4,787,682
71
Property sales volume
782,802
13,804,010
8,233,526
5,570,484
68
Net income (loss)
22,103
200
Adjusted EBITDA(2)
1,323
(8,532)
9,855
(116)
0.64
194
Key Revenue Metrics (as a percentage of debt financing volume)
Origination fees
0.82
0.95
MSR income, as a percentage of Agency debt financing volume
1.03
1.17
4,626,102
2,414,172
2,211,930
92
2,560,844
2,128,116
432,728
436,607
200,038
236,569
118
8,888,014
7,171,925
1,716,089
16,511,567
11,914,251
4,597,316
1,454,941
54
20,664,442
14,612,185
6,052,257
31,163
718
(12,004)
(27,829)
15,825
(57)
0.91
700
0.84
0.90
1.06
1.14
47
29,923
Net warehouse interest income (expense), loans held for sale
190
(10)
1,005
54,621
23,961
1
(831)
667
23,805
30,816
211
8,926
266
21,890
195
(213)
31,520
978
(28)
7,680
75,294
31,240
(1,495)
(15)
1,850
31,607
43,687
696
12,851
796
30,836
661
(327)
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Origination fees and MSR income. The following tables provide additional information that helps explain changes in origination fees and MSR income period over period:
Debt Financing Volume by Product Type
Brokered
Mortgage Banking Details (basis points)
Origination Fee Rate (1)
82
95
84
90
Basis Point Change
Percentage Change
(7)
Agency MSR Rate (2)
103
117
114
For both the three and six months ended June 30, 2025, the increase in origination fees was the result of the 71% and 39% increases, respectively, in total debt financing volume, particularly the 81% and 61% increases, respectively, in our Agency debt financing volumes during the same periods, partially offset by declines in our origination fee rate for both the three and six months ended June 30, 2025 due to (i) the competitive environment in the multifamily debt financing market largely during the three months ended June 30, 2025 and (ii) a large Fannie Mae portfolio originated during the second quarter of 2025, with no comparable activity in 2024. Large portfolios typically have lower origination fee rates than non-portfolio transactions.
The increases in our MSR income were similarly driven by the aforementioned increase in Agency debt financing volumes for both the three and six months ended June 30, 2025, partially offset by 29% and 26% decreases in the weighted-average servicing fee (“WASF”) on Fannie Mae debt financing volume for the three and six months ended June 30, 2025, respectively. The decrease in the WASF was driven by the aforementioned competitive environment and the large Fannie Mae portfolio. Large portfolios typically have lower servicing fees than non-portfolio transactions. Additionally, the loan term has decreased as more of our borrowers are opting for five-year loan terms in light of the volatility and uncertainty surrounding long-term interest rates, reducing the Agency MSR Rate. We expect this trend to continue for the foreseeable future.
Property sales broker fees. The increases were the result of the 51% and 54% increase in property sales volumes for the three and six months ended June 30, 2025, respectively, partially offset by decreases in the property sales broker fee rate during both periods due to the competitive multifamily environment noted previously. We expect the competitive multifamily environment impacting the margins on our property sales broker fees and origination fees to continue for the foreseeable future.
Other revenues. For the six months ended June 30, 2025, the increase was principally due to a $6.3 million increase in investment banking revenues and a $2.6 million increase in appraisal revenues. Investment banking revenues increased primarily due to several M&A transactions that closed during the first quarter of 2025 compared to fewer transactions in the first quarter of 2024. Appraisal revenues increased primarily due to increased market activity year over year.
Personnel. For the three months ended June 30, 2025, the increase was primarily due to (i) a $19.2 million increase in commission costs resulting from increased origination and property sales broker fees, (ii) a $1.2 million increase in salaries and benefits and subjective bonus largely related to a 5% increase in average segment headcount, and (iii) a $1.9 million increase in severance expense largely as a result of the separation of several underperforming producers.
For the six months ended June 30, 2025, the increase was primarily due to (i) a $24.8 million increase in commission costs resulting from increased origination and property sales broker fees, (ii) a $2.0 million increase in salaries and benefits largely related to a 4% increase in average segment headcount, and (iii) a $4.3 million increase in severance expense largely as a result of the separation of several underperforming producers.
Interest expense on corporate debt. Interest expense on corporate debt is determined at a consolidated corporate level and allocated to each segment proportionally based on each segment’s use of that corporate debt. The discussion of our consolidated results above has additional information related to the increase in interest expense on corporate debt.
Income tax expense (benefit). Income tax expense (benefit) is determined at a consolidated corporate level and allocated to each segment proportionally based on each segment’s income from operations, except for significant, one-time tax activities, which are allocated entirely to the segment impacted by the tax activity.
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:
Reconciliation of Net Income (Loss) to Adjusted EBITDA
3,435
3,982
6,786
8,039
1,264
The following tables present period-to-period comparisons of the components of CM adjusted EBITDA for the three and six months ended June 30, 2025 and 2024.
11,452
1,218
(113,006)
(88,498)
(24,508)
(5,309)
(4,642)
(667)
21,390
8,007
(196,121)
(163,628)
(32,493)
(10,280)
(9,694)
(586)
Three and six months ended June 30, 2025 compared to three and six months ended June 30, 2024
Origination fees increased due principally to an increase in debt financing volume, particularly in our Agency debt financing volumes, partially offset by decreases in our origination fee rate. Property sales broker fees increased largely due to the increases in property sales volume, partially offset by decreases in the property sales broker fee rate. For the six months ended June 30, 2025 only, other revenues increased primarily due to increases in investment banking revenues and appraisal revenues. Personnel expense increased primarily due to increased commission costs, salaries and benefits, and severance expense.
Servicing & Asset Management
SERVICING & ASSET MANAGEMENT
Components of Servicing Portfolio
70,042,909
64,954,426
5,088,483
39,433,013
39,938,411
(505,398)
Ginnie Mae–HUD
11,008,314
10,619,764
388,550
16,864,888
17,239,417
(374,529)
(2)
Principal Lending and Investing(2)
25,893
(25,893)
Total Servicing Portfolio
4,571,213
1,056,785
5,627,998
(dollars in thousands, except per share data)
Key Volume and Performance Metrics
Equity syndication volume(3)
253,250
174,637
78,613
Principal Lending and Investing debt financing volume(4)
147,800
214,975
(67,175)
(31)
Net income
(2,891)
Adjusted EBITDA(5)
111,931
124,502
(12,571)
(0.09)
268,286
220,014
48,272
323,300
230,775
92,525
(27,048)
219,833
244,159
(24,326)
(0.82)
(33)
Key Servicing Portfolio Metrics
Custodial escrow deposit balance (in billions)
2.7
Weighted-average servicing fee rate (basis points)
24.1
Weighted-average remaining servicing portfolio term (years)
7.4
7.9
Components of equity and assets under management
Equity under management
LIHTC
6,958,845
15,993,370
6,665,270
15,196,106
Equity funds
957,719
908,054
Debt funds(6)
873,697
1,672,362
818,471
1,462,506
8,790,261
8,391,795
(948)
(63)
Net warehouse interest income, loans held for investment
(366)
(4,519)
2,306
(7,497)
2,666
2,709
(136)
(214)
3,909
(11,406)
(21)
(11,093)
(67)
(313)
2,578
53
96
(824)
(10,500)
0
(16,829)
4,157
4,136
(1,396)
2,131
11,100
(27,929)
(26)
(4,595)
(23,334)
3,714
Servicing fees. As seen below, for the three and six months ended June 30, 2025, the increases were primarily attributable to increases in the average servicing portfolio period over period, combined with small increases in the average servicing fee rate. The increases in the average servicing portfolio were driven primarily by the $5.1 billion increase in Fannie Mae loans serviced. The increases in the average servicing fee rate were also driven by increases in Fannie Mae loans serviced, as rates for Fannie Mae loans are higher than other products in the servicing portfolio.
Servicing Fees Details (in thousands)
Average Servicing Portfolio
136,444,426
132,339,382
135,958,372
131,763,014
Dollar Change
4,105,044
4,195,358
Average Servicing Fee (basis points)
24.2
24.0
Investment management fees. For the three and six months ended June 30, 2025, investment management fees declined primarily as a result of an $8.5 million and $11.9 million decline, respectively, in investment management fees from our LIHTC operations, primarily due to lower expected asset dispositions in 2025 than in 2024 within the LIHTC funds. The decline in expected asset dispositions were driven by the sustained challenging market dynamics in the LIHTC space. For the three months only, the decrease due to LIHTC asset management fees was partially offset by an increase in revenues from our private credit investment management strategies.
Placement fees and other interest income. For the three and six months ended June 30, 2025, the decreases were primarily driven by a decrease in our average placement fees on escrow deposits of $5.0 million and $11.6 million for the three and six months ended June 30, 2025,
respectively. The placement fee rates on escrow deposits decreased as a result of a lower short-term interest rate environment in 2025 compared to 2024.
Other revenues. For the three months ended June 30, 2025, the increase was primarily due to a $4.2 million increase in syndication and other fees, partially offset by a $2.5 million decrease in income from equity method investments. The increase in syndication fees was primarily driven by a 45% increase in equity syndication volume during the three months ended June 30, 2025 as we syndicated a large fund in 2025. Income from equity method investments decreased due to lower net income from our equity method investments.
Personnel. For the three months ended June 30, 2025, the increase was primarily attributable to smaller increases in various types of costs such as salaries and benefits, commissions, and bonus accruals.
For the six months ended June 30, 2025, the increase was largely due to (i) a $2.6 million increase in salaries and benefits and bonus accruals resulting primarily from a 7% increase in average segment headcount and (ii) a $1.4 million increase in production bonuses due to the increased syndication volume.
Amortization and depreciation. For both the three and six months ended June 30, 2025, the increase was primarily driven by an increase in amortization of MSRs.
Interest expense on corporate debt. Interest expense on corporate debt is determined at a consolidated corporate level and allocated to each segment proportionally based on each segment’s use of that corporate debt. The discussion of our condensed consolidated results above has additional information related to the decrease in interest expense on corporate debt.
Income tax expense (benefit). Income tax expense is determined at a consolidated corporate level and allocated to each segment proportionally based on each segment’s income from operations, except for significant, one-time tax activities, which are allocated entirely to the segment impacted by the tax activity.
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:
Reconciliation of Net Income (loss) to Adjusted EBITDA
450
494
905
929
2,529
The following tables present period-to-period comparisons of the components of SAM adjusted EBITDA for the three and six months ended June 30, 2025 and 2024.
Net warehouse interest income (expense), loans held for investment
16,272
16,544
(272)
(22,293)
(19,583)
(2,710)
(6,514)
(6,728)
214
25,595
29,280
(3,685)
(41,384)
(37,203)
(4,181)
(11,453)
(11,851)
398
Servicing fees increased primarily due to growth in the average servicing portfolio period over period as a result of loan originations, combined with small increases in the average servicing fee rate. Investment management fees declined principally due to decreases in investment management fees from our LIHTC operations. Placement fees and other interest income decreased mainly due to decreases in our average placement fees on escrow deposits, partially offset by small increases in other interest income. For the six months ended June 30, 2025, only, other revenues decreased primarily due to a lower allocation of losses to noncontrolling interest holders in 2025 compared to 2024. For purposes of our adjusted EBITDA table above, we include gains (losses) from noncontrolling interest in other revenues instead of having a separate line item for noncontrolling interest activity. In cases where noncontrolling interests are allocated losses, other revenues are increased. Absent noncontrolling interest activity, the changes in other revenues were not significant year over year for either the three or six months ended June 30, 2025. Personnel expense increased principally as a result of increases in salaries and benefits expense and production bonuses.
56
CORPORATE
Other interest income
(535)
1,975
489
1,440
2,194
176
(140)
443
2,673
(1,233)
6,690
(56)
(7,923)
(0.23)
(36,443)
(35,039)
(1,404)
(745)
(593)
3,351
475
(361)
(11)
1,958
5,423
(6,016)
(4,078)
(1,938)
(0.04)
(66,052)
(61,263)
(4,789)
Other revenues. For the three months ended June 30, 2025, the increase was primarily due to (i) $1.1 million of interest income on invested capital outstanding during the quarter, with no comparable activity in the prior year, and (ii) a $1.5 million increase in income from our deferred compensation plan that drives an equal and offsetting increase in personnel expense.
Personnel. For the three months ended June 30, 2025, the increase was primarily due to a $3.0 million increase in salaries and benefits due to an 8% increase in average segment headcount combined with a $1.5 million increase in expense from our deferred compensation plan, partially offset by a $1.6 million decrease in subjective bonus accrual.
For the six months ended June 30, 2025, the increase was driven by a $6.2 million increase in salaries and benefits due to a 7% increase in average segment headcount, partially offset by a $1.6 million decrease in subjective bonus accrual.
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:
Net Income (loss)
2,179
2,386
4,815
4,124
422
The following tables present period-to-period comparisons of the components of Corporate adjusted EBITDA for the three and six months ended June 30, 2025 and 2024.
58
(20,525)
(18,124)
(2,401)
(21,632)
(21,189)
(443)
(33,267)
(30,607)
(2,660)
(41,393)
(39,857)
(1,536)
Other revenues increased primarily due to an increase in income from invested capital that was outstanding during the quarter and an increase in income from our deferred compensation plan. The increase in personnel expense was primarily due to higher salaries and benefit costs, partially offset by a decrease in subjective bonuses tied to company performance and other compensation expenses.
The increase in personnel expense was primarily due to higher salaries and benefit costs, partially offset by a decrease in subjective bonuses tied to company performance and other compensation expenses.
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) make payments related to earnouts from acquisitions; (vi) 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 (vii) 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.
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, 2025. The net worth requirement is derived primarily from unpaid balances on Fannie Mae loans and the level of risk-sharing. As of June 30, 2025, the net worth requirement was $337.4 million, and our net worth was $1.0 billion, as measured at our wholly owned operating subsidiary, Walker & Dunlop, LLC. As of June 30, 2025, we were required to maintain at least $67.2 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, 2025, we had operational liquidity of $220.2 million, as measured at our wholly owned operating subsidiary, Walker & Dunlop, LLC.
The aggregate fair value of our contingent consideration liabilities as of June 30, 2025 was $19.7 million. This fair value represents management’s best estimate of the discounted cash payments that will be made in the future related to contingent consideration arrangements. The maximum remaining undiscounted earnout payments as of June 30, 2025 was $245.9 million, with the vast majority of the undiscounted payments related to the acquisition of Geophy B.V. in 2022, and is not expected to be achieved and thus paid.
We paid a cash dividend of $0.67 per share during the second quarter of 2025, which is 3% higher than the quarterly dividend paid in the second quarter of 2024. On August 6, 2025, the Company’s Board of Directors declared a dividend of $0.67 per share for the third quarter of 2025. The dividend will be paid on September 5, 2025 to all holders of record of our restricted and unrestricted common stock as of August 21, 2025.
In February 2025, 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 21, 2025 (the “2025 Stock Repurchase Program”). During the six months ended June 30, 2025, we did not repurchase any shares under the 2025 Stock Repurchase Program, and we had $75.0 million of remaining capacity under the 2025 Stock Repurchase Program as of June 30, 2025.
Historically, our cash flows from operating activities 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 operating activities 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 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, 2025, we held substantially all of our restricted liquidity in Agency MBS in the aggregate amount of $200.5 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, 2025 collateral requirements as outlined above. As of June 30, 2025, reserve requirements for the June 30, 2025 DUS loan portfolio will require us to fund $75.9 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, 2025.
Sources of Liquidity: Warehouse Facilities and Notes Payable
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 and Interim Loan Program. Our ability to originate Agency mortgage loans and loans held for investments 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 6 in the consolidated financial statements in our 2024 Form 10-K, as updated in NOTE 6 in the condensed consolidated financial statements in this Form 10-Q.
For a detailed description of the terms of our various corporate debt instruments and related amendments, refer to “Notes Payable – Term Loan Note Payable” in NOTE 6 in the consolidated financial statements in our 2024 Form 10-K and “Notes Payable” in NOTE 6 in the condensed consolidated financial statements in our Form 10-Q for the quarterly period ending March 31, 2025.
Credit Quality, Allowance for Risk-Sharing Obligations, and Loan Repurchases
The following table sets forth certain information useful in evaluating our credit performance.
Key Credit Metrics (in thousands)
Risk-sharing servicing portfolio:
Fannie Mae Full Risk
61,486,070
55,915,670
Fannie Mae Modified Risk
8,556,839
9,038,756
Freddie Mac Modified Risk
10,000
69,510
Total risk-sharing servicing portfolio
70,052,909
65,023,936
Non-risk-sharing servicing portfolio:
Fannie Mae No Risk
Freddie Mac No Risk
39,423,013
39,868,901
GNMA - HUD No Risk
Total non-risk-sharing servicing portfolio
67,296,215
67,728,082
Total loans serviced for others
132,752,018
Loans held for investment (full risk)
36,926
Interim Program JV Managed Loans(1)
76,215
570,299
At-risk servicing portfolio(2)
65,378,944
60,122,274
Maximum exposure to at-risk portfolio(3)
13,382,410
12,222,290
Defaulted loans(4)
108,530
48,560
Defaulted loans as a percentage of the at-risk portfolio
0.17
0.08
Allowance for risk-sharing as a percentage of the at-risk portfolio
0.05
Allowance for risk-sharing as a percentage of maximum exposure
0.25
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.
61
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.
Risk-Sharing Losses
Percentage Absorbed by Us
First 5% of UPB at the time of loss settlement
100%
Next 20% of UPB at the time of loss settlement
25%
Losses above 25% of UPB at the time of loss settlement
10%
Maximum loss
20% of origination UPB
Fannie Mae can double or triple our risk-sharing obligation 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 may 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 have never incurred a loss on a Freddie Mac SBL; however, we have three defaulted loans with allowances in our portfolio that are awaiting final resolution.
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 Segments – Capital Markets section of “Item 1. Business” in our 2024 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. 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 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 $64.7 billion at-risk Fannie Mae servicing portfolio and our Freddie Mac defaulted SBLs as of June 30, 2025 was $24.6 million compared to $24.2 million as of December 31, 2024.
As of June 30, 2025, eight loans (five Fannie Mae loans and three Freddie Mac SBLs) were in default with an aggregate UPB of $108.5 million compared to five Fannie Mae loans with an aggregate UPB of $48.6 million that were in default as of June 30, 2024. The collateral-based reserve on defaulted loans was $8.6 million and $5.6 million as of June 30, 2025 and 2024, respectively. We had a provision for risk-sharing obligations of $1.3 million for the three months ended June 30, 2025 compared to a provision for risk-sharing obligations of $0.4
62
million for the three months ended June 30, 2024. We had a provision for risk-sharing obligations of $5.0 million for the six months ended June 30, 2025 compared to a benefit for risk-sharing obligations of $1.1 million for the six months ended June 30, 2024.
We are 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 in the condensed consolidated financial statements has additional details regarding our repurchase obligations.
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, our preliminary conclusion is that there are no accounting pronouncements that the Financial Accounting Standards Board has issued that have the potential to materially impact us as of June 30, 2025.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
For loans held for sale to Fannie Mae, Freddie Mac, and HUD, we are not currently exposed to unhedged interest rate risk during the loan commitment, closing, and delivery processes. The sale or placement of each loan to an investor is negotiated prior to closing on the loan with the borrower, and the sale or placement is typically effectuated within 60 days of closing. The coupon rate for the loan is set at the same time we establish the interest rate with the investor.
Some of our assets and liabilities are subject to changes in interest rates. Placement fee revenue from escrow deposits generally track the effective Federal Funds Rate (“EFFR”). The EFFR was 433 basis points and 533 basis points as of June 30, 2025 and 2024, respectively. The following table shows the impact on our placement fee revenue due to a 100-basis point increase and decrease in EFFR based on our escrow balances outstanding at each period end. A portion of these changes in earnings as a result of a 100-basis point increase in the EFFR would be delayed by several months due to the negotiated nature of some of our placement arrangements.
Change in annual placement fee revenue due to:
100 basis point increase in EFFR
26,725
26,619
100 basis point decrease in EFFR
(26,725)
(26,619)
The borrowing cost of our warehouse facilities used to fund loans held for sale is based on Secured Overnight Financing Rate (“SOFR”). SOFR was 445 basis points and 533 basis points as of June 30, 2025 and 2024, respectively. The following table shows the impact on our annual net warehouse interest income due to a 100-basis point increase and decrease in SOFR, based on our warehouse borrowings outstanding at each period end. The changes shown below do not reflect an increase or decrease in the interest rate earned on our loans held for sale.
Change in annual net warehouse interest income due to:
100 basis point increase in SOFR
(11,791)
(8,077)
100 basis point decrease in SOFR
11,791
8,077
All of our corporate debt is effectively based on Adjusted Term SOFR. The following table shows the impact on our annual earnings due to a 100-basis point increase and decrease in SOFR as of June 30, 2025 and 2024, respectively, based on the debt balances outstanding at each period end.
Change in annual income from operations due to:
(8,489)
(7,825)
8,489
7,825
Market Value Risk
The fair value of our MSRs is subject to market-value risk. A 100-basis point increase or decrease in the weighted average discount rate would decrease or increase, respectively, the fair value of our MSRs by approximately $40.3 million as of June 30, 2025 compared to $42.7 million as of June 30, 2024. Additionally, a 50-basis point increase or decrease in the placement fee rates would increase or decrease, respectively, the fair value of our MSRs by approximately $49.1 million as of June 30, 2025. Our Fannie Mae and Freddie Mac loans include economic deterrents that reduce the risk of loan prepayment prior to the expiration of the prepayment protection period, including prepayment premiums, loan defeasance, or yield maintenance fees. These prepayment protections generally extend the duration of a loan compared to a loan without similar protections. As of both June 30, 2025 and 2024, 90% of the loans for which we earn servicing fees are protected from the risk of prepayment through prepayment provisions; given this significant level of prepayment protection, we do not hedge our servicing portfolio for prepayment risk.
Item 4. Controls and Procedures
As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Based on that evaluation, the principal executive officer and principal financial officer concluded that the design and operation of these disclosure controls and procedures as of the end of the period covered by this report were effective to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 1. Legal Proceedings
In the ordinary course of business, we may be party to various claims and litigation, none of which we believe is material. We cannot predict the outcome of any pending litigation and may be subject to consequences that could include fines, penalties, and other costs, and our reputation and business may be impacted. Our management believes that any liability that could be imposed on us in connection with the disposition of any pending lawsuits would not have a material adverse effect on our business, results of operations, liquidity, or financial condition.
Item 1A. Risk Factors
We have included in Part I, Item 1A of our 2024 Form 10-K descriptions of certain risks and uncertainties that could affect our business, future performance, or financial condition (the “Risk Factors”). There have been no material changes from the disclosures provided in our 2024 Form 10-K. Investors should consider the Risk Factors prior to making an investment decision with respect to the Company’s stock.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Under the Company’s 2024 Equity Incentive Plan, subject to the Company’s approval, grantees have the option of electing to satisfy minimum tax withholding obligations at the time of vesting or exercise by allowing the Company to withhold and purchase the shares of stock otherwise issuable to the grantee. During the quarter ended June 30, 2025, we purchased nine thousand shares to satisfy grantee tax withholding obligations on share-vesting events. During the first quarter of 2025, the Company’s Board of Directors approved the 2025 Stock Repurchase
Program. During the quarter ended June 30, 2025, we did not repurchase any shares under the 2025 Stock Repurchase Program. The Company had $75.0 million of authorized share repurchase capacity remaining as of June 30, 2025.
The following table provides information regarding common stock repurchases for the quarter ended June 30, 2025:
Total Number of
Approximate
Shares Purchased as
Dollar Value
Total Number
Average
Part of Publicly
of Shares that May
of Shares
Price Paid
Announced Plans
Yet Be Purchased Under
Period
Purchased
per Share
or Programs
the Plans or Programs
April 1-30, 2025
1,690
83.11
75,000,000
May 1-31, 2025
6,942
71.71
June 1-30, 2025
2nd Quarter
8,632
73.94
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Arrangements
During the quarter ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408 of Regulation S-K.
Item 6. Exhibits
(a) Exhibits:
Contribution Agreement, dated as of October 29, 2010, by and among Mallory Walker, Howard W. Smith, William M. Walker, Taylor Walker, Richard C. Warner, Donna Mighty, Michael Alinksy, Edward B. Hermes, Deborah A. Wilson and Walker & Dunlop, Inc. (incorporated by reference to Exhibit 2.1 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-168535) filed on December 1, 2010)
2.2
Contribution Agreement, dated as of October 29, 2010, between Column Guaranteed LLC and Walker & Dunlop, Inc. (incorporated by reference to Exhibit 2.2 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-168535) filed on December 1, 2010)
Amendment No. 1 to Contribution Agreement, dated as of December 13, 2010, by and between Walker & Dunlop, Inc. and Column Guaranteed LLC (incorporated by reference to Exhibit 2.3 to Amendment No. 6 to the Company’s Registration Statement on Form S-1 (File No. 333-168535) filed on December 13, 2010)
2.4
Purchase Agreement, dated June 7, 2012, by and among Walker & Dunlop, Inc., Walker & Dunlop, LLC, CW Financial Services LLC and CWCapital LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K/A filed on June 15, 2012)
2.5
Purchase Agreement, dated as of August 30, 2021, by and among Walker & Dunlop, Inc., WDAAC, LLC, Alliant Company, LLC, Alliant Capital, Ltd., Alliant Fund Asset Holdings, LLC, Alliant Asset Management Company, LLC, Alliant Strategic Investments II, LLC, ADC Communities, LLC, ADC Communities II, LLC, AFAH Finance, LLC, Alliant Fund Acquisitions, LLC, Vista Ridge 1, LLC, Alliant, Inc., Alliant ADC, Inc., Palm Drive Associates, LLC, and Shawn Horwitz (incorporated by reference to Exhibit 2.5 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021)
2.6
Amendment No. 1 to Purchase Agreement, dated as of December 31, 2024, by and among Walker & Dunlop, Inc., WDAAC, LLC, Alliant, Inc., Alliant ADC, Inc., Palm Drive Associates, LLC, and Shawn Horowitz (incorporated by reference to Exhibit 2.6 to the Company’s Annual Report on Form 10-K filed on February 25, 2025)
Share Purchase Agreement dated February 4, 2022 by and among Walker & Dunlop, Inc., WD-GTE, LLC, GeoPhy B.V. (“GeoPhy”), the several persons and entities constituting the holders of all of GeoPhy’s issued and outstanding shares of capital stock, and Shareholder Representative Services LLC, as representative of the Shareholders (incorporated by reference to Exhibit 2.6 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021)
3.1
Articles of Amendment and Restatement of Walker & Dunlop, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-168535) filed on December 1, 2010)
3.2
Amended and Restated Bylaws of Walker & Dunlop, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 10, 2023)
4.1
Specimen Common Stock Certificate of Walker & Dunlop, Inc. (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-168535) filed on September 30, 2010)
4.2
Registration Rights Agreement, dated December 20, 2010, by and among Walker & Dunlop, Inc. and Mallory Walker, Taylor Walker, William M. Walker, Howard W. Smith, III, Richard C. Warner, Donna Mighty, Michael Yavinsky, Ted Hermes, Deborah A. Wilson and Column Guaranteed LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 27, 2010)
4.3
Stockholders Agreement, dated December 20, 2010, by and among William M. Walker, Mallory Walker, Column Guaranteed LLC and Walker & Dunlop, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 27, 2010)
4.4
Piggy-Back Registration Rights Agreement, dated June 7, 2012, by and among Column Guaranteed, LLC, William M. Walker, Mallory Walker, Howard W. Smith, III, Deborah A. Wilson, Richard C. Warner, CW Financial Services LLC and Walker & Dunlop, Inc. (incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012 filed on August 9, 2012)
4.5
Voting Agreement, dated as of June 7, 2012, by and among Walker & Dunlop, Inc., Walker & Dunlop, LLC, Mallory Walker, William M. Walker, Richard Warner, Deborah Wilson, Richard M. Lucas, and Howard W. Smith, III, and CW Financial Services LLC (incorporated by reference to Annex C of the Company’s proxy statement filed on July 26, 2012)
4.6
Voting Agreement, dated as of June 7, 2012, by and among Walker & Dunlop, Inc., Walker & Dunlop, LLC, Column Guaranteed, LLC and CW Financial Services LLC (incorporated by reference to Annex D of the Company’s proxy statement filed on July 26, 2012)
4.7
Indenture, dated as of March 14, 2025, by and among Walker & Dunlop, Inc., the guarantors from time to time party thereto, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 14, 2025)
10.1
Fifteenth Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated as of April 11, 2025, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc. and PNC Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 14, 2025)
31.1
*
Certification of Walker & Dunlop, Inc.'s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Walker & Dunlop, Inc.'s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
**
Certification of Walker & Dunlop, Inc.'s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*: Filed herewith.
**:
Furnished herewith. Information in this Form 10-Q furnished herewith shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 7, 2025
By:
/s/ William M. Walker
William M. Walker
Chairman and Chief Executive Officer
/s/ Gregory A. Florkowski
Gregory A. Florkowski
Executive Vice President and Chief Financial Officer