Walker & Dunlop (NYSE: WD) trims Term SOFR rate in amended PNC warehousing deal

Rhea-AI Filing Summary

Walker & Dunlop, Inc. entered into a Sixteenth Amendment to its Second Amended and Restated Warehousing Credit and Security Agreement with PNC Bank, National Association. The change, dated January 29, 2026, updates the warehousing facility to reduce the Applicable Daily Floating Term SOFR Rate, effectively lowering the interest benchmark on this financing line.

Walker & Dunlop, LLC remains the borrower under the warehousing facility, and Walker & Dunlop, Inc. continues to guarantee the borrower’s obligations. PNC and its affiliates also provide other financial services and engage in forward delivery and derivative arrangements with affiliates of the company in the ordinary course of business.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 29, 2026

Walker & Dunlop, Inc.

(Exact name of registrant as specified in its charter)

Maryland		001-35000		80-0629925
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7272 Wisconsin Avenue Suite 1300 Bethesda, MD		20814
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (301) 215-5500

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol (s)	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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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.

¨

Item 1.01. Entry into a Material Definitive Agreement.

On January 29, 2026, Walker & Dunlop, Inc. (the “Company”) and Walker & Dunlop, LLC, the operating subsidiary of the Company (the “Borrower”), entered into a Sixteenth Amendment to Second Amended and Restated Warehousing Credit and Security Agreement (the “Amendment”) with PNC Bank, National Association, as Lender (“PNC”). The Amendment amends that certain Second Amended and Restated Warehousing Credit and Security Agreement, dated as of September 11, 2017 (the “Warehousing Agreement”), by and among the Borrower, the Company and PNC to, among other things, reduce the Applicable Daily Floating Term SOFR Rate (as defined in the Warehousing Agreement). The Company continues to guarantee the Borrower’s obligations under the Warehousing Agreement, as amended by the Amendment.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

PNC and its affiliates have various relationships with the Company and its affiliates involving the provision of financial services, including cash management, trust and other services. In addition, affiliates of the Company have entered into forward delivery commitments and other derivative arrangements in the ordinary course of business with PNC and its affiliates.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

Exhibit  Number	Description
10.1	Sixteenth Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated as of January 29, 2026, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc. and PNC Bank, National Association, as Lender.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	WALKER & DUNLOP, INC. (Registrant)
Date: February 2, 2026	By:	/s/ Daniel J. Groman
		Name: Daniel J. Groman
		Title: Executive Vice President, General Counsel & Secretary

FAQ

What did Walker & Dunlop (WD) change in its warehousing credit agreement?

Walker & Dunlop amended its warehousing credit and security agreement with PNC Bank to reduce the Applicable Daily Floating Term SOFR Rate. This adjustment lowers the floating-rate benchmark applied to its warehousing facility, affecting the cost of this financing line.

Who are the parties to Walker & Dunlop’s amended warehousing agreement?

The amended warehousing agreement involves Walker & Dunlop, Inc., its operating subsidiary Walker & Dunlop, LLC as borrower, and PNC Bank, National Association as lender. Walker & Dunlop, Inc. continues to guarantee the borrower’s obligations under the amended warehousing facility.

How does the Sixteenth Amendment affect Walker & Dunlop’s obligations?

The Sixteenth Amendment keeps Walker & Dunlop, LLC as borrower and Walker & Dunlop, Inc. as guarantor under the warehousing agreement. It modifies terms including a reduced Applicable Daily Floating Term SOFR Rate, but maintains the guarantee structure supporting the borrower’s obligations to PNC Bank.

What other relationships exist between Walker & Dunlop and PNC Bank?

PNC Bank and its affiliates provide Walker & Dunlop and its affiliates with financial services such as cash management, trust, and other services. In addition, affiliates of Walker & Dunlop have forward delivery commitments and other derivative arrangements with PNC and its affiliates in the ordinary course of business.

Which exhibit describes Walker & Dunlop’s Sixteenth Amendment with PNC?

Exhibit 10.1 contains the Sixteenth Amendment to the Second Amended and Restated Warehousing Credit and Security Agreement. It is dated January 29, 2026 and is among Walker & Dunlop, LLC, Walker & Dunlop, Inc., and PNC Bank, National Association as lender.