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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): August 24, 2025
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 |
Name
of each exchange on which
registered |
| Common Stock, par value $0.01 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 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 24, 2025, William
Walker, the Chief Executive Officer of Walker & Dunlop, Inc. (the “Company”), was granted an award of performance stock
units (the “Award”) pursuant to the Walker & Dunlop, Inc. 2024 Equity Incentive Plan and an award agreement thereunder
(the “Award Agreement”). The Award is eligible to be earned if the Company’s annualized total stockholder return (“Annualized
TSR”) for the three-year performance period from August 24, 2025 through August 23, 2028 (the “Performance Period”)
is at least 1.0 percentage point higher than the Annualized TSR of the S&P 600 Small Cap Financials Index during the Performance Period
(the “Plan Activation Hurdle”).
If the Plan Activation Hurdle
is attained, then the Award will be earned following the end of the Performance Period as to a number of shares of the Company’s
common stock (the “Earned PSUs”) equal to (i) the Value Creation Amount divided by (ii) the volume-weighted average price
of the Company’s common stock during the twenty trading days prior to (and including) the last day of the Performance Period (the
“VWAP”). The “Value Creation Amount” is an amount equal to 5% of the amount by which (i) the compounded growth
in the Company’s market capitalization over the Performance Period (calculated based on the actual Annualized TSR rate during the
Performance Period) exceeds (ii) a “Value Creation Hurdle” equal to the hypothetical compounded growth in the Company’s
market capitalization over the Performance Period that would result from an Annualized TSR of 12%. Additionally, in no event will the
Earned PSUs exceed the lesser of (i) 521,526 shares of common stock and (ii) a number of shares of common stock equal to the quotient
obtained by dividing (A) $50,000,000 by (B) the VWAP.
Any Earned PSUs will generally
be eligible to vest in three equal annual installments, with the first such installment occurring on the date that the Company’s
Board of Directors (or a committee thereof) determines the number of performance stock units that have been earned, subject generally
to continued employment and subject to accelerated vesting in certain circumstances as provided for in the Award Agreement.
The foregoing description
of the Award and Award Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Award Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ending
September 30, 2025.
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: August 28, 2025 |
By: |
/s/ Gregory A. Florkowski |
| |
|
Name: |
Gregory A. Florkowski |
| |
|
Title: |
Executive Vice President and Chief Financial Officer |
