Walker & Dunlop (WD) COO gets stock grant and settles taxes in shares

Rhea-AI Filing Summary

Walker & Dunlop, Inc. Executive Vice President and Chief Operating Officer Stephen P. Theobald reported equity compensation activity in company common stock. He received a grant of 16,973 shares of restricted stock at a stated price of $0.00 per share, which vest in three equal annual installments beginning on February 15, 2027. To cover tax obligations, 3,273 shares were disposed of at a price of $61.86 per share through a tax-withholding transaction, rather than an open-market sale. Following these transactions, he directly owned 81,551.137 common shares and indirectly held 38,219 shares through a family LLC.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

THEOBALD STEPHEN P

(Last) (First) (Middle)

C/O WALKER & DUNLOP, INC.

7272 WISCONSIN AVENUE, SUITE 1300

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Walker & Dunlop, Inc. [ WD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		A		16,973(1)	A	$0	84,824.137	D
Common Stock	02/13/2026		F		3,273	D	$61.86	81,551.137	D
Common Stock								38,219	I	By Family LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The restricted stock vests in three equal annual installments beginning on February 15, 2027.

	/s/ Nicholas C. Eckstein, Attorney-in-fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Walker & Dunlop (WD) COO Stephen Theobald report?

Stephen Theobald reported a grant of 16,973 restricted common shares and a tax-withholding disposition of 3,273 shares. These transactions reflect equity compensation and related tax settlement, not open-market buying or selling activity.

How many Walker & Dunlop (WD) shares does the COO own after this Form 4?

After these transactions, Stephen Theobald directly owned 81,551.137 Walker & Dunlop common shares. He also indirectly held 38,219 shares through a family LLC, reflecting both personal and related-entity ownership positions in the company.

What are the vesting terms of the Walker & Dunlop (WD) restricted stock grant?

The 16,973 restricted shares granted to Stephen Theobald vest in three equal annual installments. Vesting begins on February 15, 2027, meaning the award becomes fully vested over a three-year period starting on that date.

Was the share disposition by the Walker & Dunlop (WD) COO an open-market sale?

No, the 3,273 shares were disposed of in a tax-withholding transaction at $61.86 per share. This reflects shares withheld to satisfy tax liabilities, not an open-market sale initiated for portfolio or valuation reasons.

How is the family LLC involved in Walker & Dunlop (WD) share ownership?

The Form 4 shows 38,219 Walker & Dunlop shares held indirectly by Stephen Theobald through a family LLC. This indicates an additional indirect ownership interest, separate from the 81,551.137 shares he holds directly in his own name.

What transaction codes were used in the Walker & Dunlop (WD) Form 4 filing?

The filing used code A for a grant or award acquisition of restricted stock and code F for a tax-withholding disposition. These codes indicate equity compensation and related tax settlement, rather than standard open-market purchase or sale transactions.