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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): March 2, 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 March 2, 2026, Walker & Dunlop, Inc.
(the “Company”) and Walker & Dunlop, LLC, the operating subsidiary of the Company (the “Borrower”),
entered into a Seventeenth 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, as previously amended (the “Warehousing Agreement”),
by and among the Borrower, the Company and PNC to, among other things, (i) extend the maturity date of the Warehousing Agreement
to March 1, 2027, (ii) decrease the Bulge Commitment Fee (as such term is defined in the Amendment) and (iii) commencing
on March 2, 2026 and continuing until May 1, 2026, grant the Borrower a temporary one-time right to request an advance in an
amount of up to $2,500,000,000 (the “Limited Bulge Increase”). Upon disbursement of the Limited Bulge Increase, the
current Warehousing Credit Limit (as such term is defined in the Warehousing Agreement) shall be increased by the amount of the Limited
Bulge Increase (but in no event shall the Warehousing Credit Limit exceed the Limited Bulge Credit Limit, as such term is defined in the
Amendment) until May 1, 2026, or such shorter period as determined by PNC in its discretion upon request by Borrower. 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 |
Seventeenth Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated as of March 2, 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: March 4, 2026 |
By: |
/s/ Gregory A. Florkowski |
| |
|
Name: |
Gregory A. Florkowski |
| |
|
Title: |
Executive Vice President and Chief Financial Officer |
