Equity awards and tax withholding moves for Walker & Dunlop (WD) EVP

Rhea-AI Filing Summary

Walker & Dunlop EVP and Chief HR Officer Paula A. Pryor reported new equity awards and related tax withholding transactions. On February 13, 2026, she acquired 2,405 Deferred Stock Units, 1,202 Restricted Stock Units, and 8,082 shares of Common Stock as grants at a stated price of $0.0000 per share.

Each deferred and restricted stock unit represents the right to receive one share of common stock. The deferred stock units are fully vested and will be settled in shares under the company’s Management Deferred Stock Unit Purchase Plan. The restricted stock vests in three equal annual installments beginning on February 15, 2027. On the same date, 2,169 shares of common stock were disposed of at $61.86 per share to satisfy tax liabilities, leaving her with 15,253.558 shares of common stock directly owned.

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

OMB Number:			3235-0287
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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^*

Pryor Paula A.

(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 and Chief HR 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		8,082(1)	A	$0	17,422.558	D
Common Stock	02/13/2026		F		2,169	D	$61.86	15,253.558	D

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
Deferred Stock Units	(2)	02/13/2026		A		2,405		(3)	(3)	Common Stock	2,405	$0	2,405	D
Restricted Stock Units	(4)	02/13/2026		A		1,202		(5)	(5)	Common Stock	1,202	$0	1,202	D

Explanation of Responses:

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

2. Each deferred stock unit represents the right to receive one share of common stock of the Issuer.

3. The deferred stock units are fully vested and will be settled in shares of the Issuer's common stock either (i) on a date selected by the reporting person pursuant to the Issuer's Management Deferred Stock Unit Purchase Plan, as amended (the "Plan"), or (ii) as otherwise provided by the Plan.

4. Each restricted stock unit represents the right to receive one share of common stock of the Issuer.

5. The restricted stock units will be settled in shares of the Issuer's common stock on a date selected by the reporting person pursuant to the Plan, subject to vesting acceleration pursuant to the Plan.

	/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).
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FAQ

What insider transactions did Walker & Dunlop (WD) report for Paula A. Pryor?

Paula A. Pryor reported equity grants and a related tax withholding disposition. She received deferred stock units, restricted stock units, and common stock on February 13, 2026, and simultaneously disposed of shares to cover tax liabilities, all reported as directly owned transactions.

How many stock units and shares did Paula A. Pryor acquire in this Walker & Dunlop Form 4?

She acquired 2,405 Deferred Stock Units, 1,202 Restricted Stock Units, and 8,082 shares of Common Stock. All were reported at a stated price of $0.0000 per share, reflecting grant or award acquisitions rather than open-market purchases of Walker & Dunlop stock.

What is the vesting schedule for Paula A. Pryor’s new restricted stock at Walker & Dunlop (WD)?

The restricted stock vests in three equal annual installments, beginning on February 15, 2027. This means the award will vest over three years, with one-third of the shares becoming vested on each anniversary date, subject to the plan’s terms and any applicable conditions.

How are Paula A. Pryor’s deferred stock units and restricted stock units in Walker & Dunlop settled?

Each deferred stock unit and restricted stock unit represents the right to receive one share of Walker & Dunlop common stock. Deferred units are fully vested and settled under the Management Deferred Stock Unit Purchase Plan; restricted units are settled in shares according to the plan and vesting terms.

What does the tax-withholding disposition in Paula A. Pryor’s Walker & Dunlop Form 4 represent?

The Form 4 shows a disposition of 2,169 shares of common stock at $61.86 per share coded as “F.” This code indicates shares were delivered to satisfy tax liabilities or exercise costs, rather than representing an open-market sale initiated for investment purposes.

How many Walker & Dunlop common shares does Paula A. Pryor hold after these transactions?

After the reported grant and tax-withholding transactions, Paula A. Pryor directly owns 15,253.558 shares of Walker & Dunlop common stock. This total reflects the net position following the acquisition of 8,082 shares and the disposition of 2,169 shares on February 13, 2026.