Walker & Dunlop (NYSE: WD) EVP receives stock and unit awards

Rhea-AI Filing Summary

Walker & Dunlop executive Daniel J. Groman, EVP, General Counsel, Secretary and Chief Compliance Officer, reported multiple equity awards and a tax-related share disposition. He acquired 6,466 deferred stock units, 3,233 restricted stock units, and 8,082 shares of common stock on February 13, 2026, all at a stated price of $0.00 per share as grant or award acquisitions.

The restricted stock vests in three equal annual installments beginning on February 15, 2027. Each deferred stock unit and each restricted stock unit represents the right to receive one share of Walker & Dunlop common stock, with settlement timing determined under the company’s Management Deferred Stock Unit Purchase Plan. To cover tax obligations, 1,471 shares of common stock were disposed of at $61.86 per share, leaving him with 22,305.266 common shares held directly after the transactions.

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^*

Groman Daniel J

(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, GC, Secretary & CCO

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	23,776.266	D
Common Stock	02/13/2026		F		1,471	D	$61.86	22,305.266	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		6,466		(3)	(3)	Common Stock	6,466	$0	6,466	D
Restricted Stock Units	(4)	02/13/2026		A		3,233		(5)	(5)	Common Stock	3,233	$0	3,233	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 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 did Daniel J. Groman report in his Walker & Dunlop (WD) Form 4?

Daniel J. Groman reported receiving equity awards and a tax-related share disposition. He acquired deferred stock units, restricted stock units, and common stock, and had a portion of common shares withheld to satisfy tax obligations associated with these awards under the company’s compensation and deferral plans.

How many deferred stock units did Daniel J. Groman acquire in this WD filing?

Daniel J. Groman acquired 6,466 deferred stock units. Each deferred stock unit represents the right to receive one share of Walker & Dunlop common stock, and these units are fully vested, with settlement timing determined under the company’s Management Deferred Stock Unit Purchase Plan.

What restricted stock unit grant did Daniel J. Groman receive from Walker & Dunlop?

He received 3,233 restricted stock units and 8,082 shares of restricted common stock. The restricted stock vests in three equal annual installments beginning on February 15, 2027, and each restricted stock unit converts into one share of Walker & Dunlop common stock upon settlement.

Why were 1,471 Walker & Dunlop shares disposed of in Daniel J. Groman’s Form 4?

1,471 common shares were disposed of to pay tax liabilities at $61.86 per share. The transaction is coded “F,” indicating payment of exercise price or tax obligations by delivering securities, rather than an open-market sale for investment purposes.

What is Daniel J. Groman’s direct common stock holding in WD after these transactions?

After the reported awards and tax-withholding disposition, Daniel J. Groman directly holds 22,305.266 shares of Walker & Dunlop common stock. This total reflects all reported acquisitions and the share withholding transaction on the Form 4’s transaction date.

How and when will Daniel J. Groman’s WD deferred and restricted stock units settle?

Deferred stock units will settle in common shares on a date Groman selects under the Management Deferred Stock Unit Purchase Plan or as otherwise provided by that plan. Restricted stock units settle in common shares on a plan-selected date, with potential vesting acceleration under plan terms.