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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 26, 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.)
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 |
WD |
New York Stock Exchange |
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))
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 August 26, 2025, Walker & Dunlop, LLC (the
“Seller”), which is the operating subsidiary of Walker & Dunlop, Inc. (the “Company”), entered
into Amendment No. 4 to Amended and Restated Side Letter (the “Amendment”), with JPMorgan Chase Bank, N.A. (the “Buyer”).
The Amendment amends that certain Amended and Restated Letter, dated as of September 30, 2021 (as amended by Amendment No. 1 to Amended
and Restated Side Letter, dated as of September 15, 2022, Amendment No. 2 to Amended and Restated Side Letter, dated as of September 12,
2023, and Amendment No. 3 to Amended and Restated Side Letter, dated as of September 12, 2024), which sets forth certain fees, commitments
and pricing information relating to that certain Master Repurchase Agreement, dated as of August 26, 2019 (as amended by the First Amendment,
dated as of August 24, 2020, the Second Amendment, dated as of August 23, 2021, Amendment No. 3 to Master Repurchase Agreement, dated
as of September 30, 2021, Amendment No. 4 to Master Repurchase Agreement, dated as of September 15, 2022, Amendment No. 5 to Master Repurchase
Agreement, dated as of December 29, 2022, Amendment No. 6 to Master Repurchase Agreement, dated as of September 12, 2023, and Amendment
No. 7 to Master Repurchase Agreement, dated as of September 12, 2024), by and among the Company, the Seller, and the Buyer.
The Amendment revises the definition of
Facility Amount (as defined in the Amendment), including a temporary increase in the Uncommitted Facility Amount (as defined in the
Amendment) to $1,450,000,000 for the period from August 26, 2025 through November 20, 2025, at which time it will revert to
$950,000,000.
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.
The Buyer
and its affiliates have various relationships with the Company and its affiliates involving the provision of financial services, including
another credit facility under which the Company is a borrower and investment banking.
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 |
|
Amendment No. 4 to Amended and Restated Side Letter, dated as of August 26, 2025, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc., and JPMorgan Chase Bank, N.A. |
| 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: August 29, 2025 |
By: |
/s/ Daniel J. Groman |
| |
|
Name: Daniel J. Groman |
| |
|
Title: Executive Vice President, General Counsel & Secretary |
