10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

OR

☐       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to

Commission File Number: 001-35000

Walker & Dunlop, Inc.

(Exact name of registrant as specified in its charter)

Maryland	80-0629925
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
7272 Wisconsin Avenue, Suite 1300
Bethesda, Maryland	20814
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (301) 215-5500

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, $0.01 Par Value Per Share	WD	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒  No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐  No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒	Accelerated Filer ☐	Non-accelerated Filer ☐	Smaller Reporting Company ☐
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404 (b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the common stock held by non-affiliates of the Registrant was approximately $2.1 billion as of the end of the Registrant’s second fiscal quarter (based on the closing price for the common stock on the New York Stock Exchange on June 30, 2022). The Registrant has no non-voting common equity.

As of January 31, 2023, there were 33,050,608 total shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement of Walker & Dunlop, Inc. with respect to its 2023 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934 on or prior to May 1, 2023 are incorporated by reference into Part III of this report.

INDEX

		Page
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	23
Item 2.	Properties	23
Item 3.	Legal Proceedings	23
Item 4.	Mine Safety Disclosures	23
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	23
Item 6.	[Reserved]	25
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 8.	Financial Statements and Supplementary Data	54
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	54
Item 9A.	Controls and Procedures	54
Item 9B.	Other Information	54
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	54
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	54
Item 11.	Executive Compensation	55
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	55
Item 13.	Certain Relationships and Related Transactions, and Director Independence	55
Item 14.	Principal Accountant Fees and Services	55
PART IV
Item 15.	Exhibit and Financial Statement Schedules	55
Item 16.	Form 10-K Summary	61

PART I

Forward-Looking Statements

Some of the statements in this Annual Report on Form 10-K of Walker & Dunlop, Inc. and subsidiaries (the “Company,” “Walker & Dunlop,” “we,” or “us”), may constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans, or intentions.

The forward-looking statements contained in this Annual Report on Form 10-K reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions, and changes in circumstances that may cause actual results to differ significantly from those expressed or contemplated in any forward-looking statement. Statements regarding the following subjects, among others, may be forward looking:

● the future of the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac,” and together with Fannie Mae, the “GSEs”), including their existence, relationship to the U.S. federal government, origination capacities, and their impact on our business;

● changes to and trends in the interest rate environment and its impact on our business;

● our growth strategy;

● our projected financial condition, liquidity, and results of operations;

● our ability to obtain and maintain warehouse and other loan-funding arrangements;

● our ability to make future dividend payments or repurchase shares of our common stock;

● availability of and our ability to attract and retain qualified personnel and our ability to develop and retain relationships with borrowers, key principals, and lenders;

● degree and nature of our competition;

● changes in governmental regulations, policies, and programs, tax laws and rates, and similar matters and the impact of such regulations, policies, and actions;

● our ability to comply with the laws, rules, and regulations applicable to us, including additional regulatory requirements for broker-dealer and other financial services firms;

● trends in the commercial real estate finance market, commercial real estate values, the credit and capital markets, or the general economy, including demand for multifamily housing and rent growth; and

● general volatility of the capital markets and the market price of our common stock.

While forward-looking statements reflect our good-faith projections, assumptions, and expectations, they are not guarantees of future results. Furthermore, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by applicable law. For a further discussion of these and other factors that could cause future results to differ materially from those expressed or contemplated in any forward-looking statements, see “Risk Factors.”

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Item 1. Business

General

We are a leading commercial real estate (i) services, (ii) finance, and (iii) technology company in the United States. Through investments in people, brand, and technology, we have built a diversified suite of commercial real estate services to meet the needs of our customers. Our services include (i) multifamily lending, property sales, appraisal, valuation, and research, (ii) commercial real estate debt brokerage and advisory services, (iii) investment management, and (iv) affordable housing lending, tax credit syndication, development, and investment. We leverage our technological resources and investments to (i) provide an enhanced experience for our customers, (ii) identify refinancing and other financial and investment opportunities for new and existing customers, and (iii) drive efficiencies in our internal processes. We believe our people, brand, and technology provide us with a competitive advantage, as evidenced by new loans to us representing 62% of refinancing volumes and 24% of total transaction volumes coming from new customers for the year ended December 31, 2022.

We are one of the largest lenders to multifamily operators in the country. We originate, sell, and service a range of multifamily and other commercial real estate financing products, including loans through the programs of the GSEs, and the Federal Housing Administration, a division of the U.S. Department of Housing and Urban Development (together with Ginnie Mae, “HUD”) (collectively, the “Agencies”). We retain servicing rights and asset management responsibilities on substantially all loans that we originate for the Agencies’ programs. We broker, and occasionally service, loans to commercial real estate operators for many life insurance companies, commercial banks, and other institutional investors, in which cases we do not fund the loan but rather act as a loan broker.

We provide multifamily property sales brokerage and appraisal and valuation services and engage in commercial real estate investment management activities, including a focus on the affordable housing sector through low-income housing tax credit (“LIHTC”) syndication. We engage in the development and preservation of affordable housing projects through joint ventures with real estate developers and the management of funds focused on affordable housing. We provide housing market research and real estate-related investment banking and advisory services, which provide our clients and us with market insight into many areas of the housing market. Our clients are owners and developers of multifamily properties and other commercial real estate assets across the country. We also underwrite, service, and asset-manage shorter-term loans on commercial real estate. Most of these shorter-term loans are closed through a joint venture or through separate accounts managed by our investment management subsidiary, Walker & Dunlop Investment Partners, Inc. (“WDIP”). Some of these shorter-term loans are closed and retained on our balance sheet through our Interim Loan Program (as defined below in Principal Lending and Investing). We are a leader in commercial real estate technology through development and acquisition of technology resources that (i) provide innovative solutions and a better experience for our customers and (ii) allow us to drive efficiencies across our internal processes.

On February 28, 2022, we acquired GeoPhy B.V. (“GeoPhy”), a leading commercial real estate technology company based in the Netherlands. We plan to use GeoPhy’s data analytics and technology development capabilities to further enhance our technology investments and efficiencies, with a specific focus on accelerating the growth of our small-balance lending business and our appraisal and valuation platform, Apprise.  

Walker & Dunlop, Inc. is a holding company. We conduct the majority of our operations through Walker & Dunlop, LLC, our operating company.

Segments

In the first quarter of 2022, as a result of the Company’s growth and recent acquisitions, our executive leadership team, which functions as our chief operating decision making body, began making decisions and assessing performance based on the following three reportable segments: (i) Capital Markets (“CM”), (ii) Servicing & Asset Management (“SAM”), and (iii) Corporate. The reportable segments are determined based on the product or service provided and reflect the manner in which management is currently evaluating the Company’s financial information. The segments and related services are described in the following paragraphs.

Capital Markets

Capital Markets provides a comprehensive range of commercial real estate finance products to our customers, including Agency lending, debt brokerage, property sales, appraisal and valuation services, and real estate-related investment banking and advisory services, including housing market research. Our long-established relationships with the Agencies and institutional investors enable us to offer a broad range of loan products and services to our customers. We provide property sales services to owners and developers of multifamily properties and commercial real estate and multifamily property appraisals for various investors. Additionally, we earn subscription fees for our housing related research. The primary services within CM are described below.

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Agency Lending

         Fannie Mae—We are one of 24 approved lenders that participate in Fannie Mae’s DUS program for multifamily, manufactured housing communities, student housing, affordable housing, and certain seniors housing properties. Under the Fannie Mae DUS program, Fannie Mae has delegated to us responsibility for ensuring that the loans we originate under the program satisfy the underwriting and other eligibility requirements established by Fannie Mae. In exchange for this delegation of authority, we share risk for a portion of the losses that may result from a borrower's default. For loans originated pursuant to the Fannie Mae DUS program, we generally are required to share the risk of loss, with our maximum loss capped at 20% of the loan amount at origination, except for rare instances when we negotiate a cap that may be higher or lower for loans with unique attributes. For more information regarding our risk-sharing agreements with Fannie Mae, see “Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Quality and Allowance for Risk-Sharing Obligations” below. Most of the Fannie Mae loans that we originate are sold in the form of a Fannie Mae-guaranteed security to third-party investors. Fannie Mae contracts us to service and asset-manage all loans that we originate under the Fannie Mae DUS program.

We use several techniques to manage our Fannie Mae risk-sharing exposure. These techniques include an underwriting and approval process that is independent of the loan originator; evaluating and modifying our underwriting criteria given the underlying multifamily housing market fundamentals; limiting our geographic, borrower, and key principal exposures; and using modified risk-sharing under the Fannie Mae DUS program. Similar techniques are used to manage our exposure to credit loss on loans originated under the Interim Program.

Our underwriting process begins with a review of suitability for our investors and a detailed review of the borrower, key principal(s), and the property. We review the borrower's financial statements for minimum net worth and liquidity requirements and obtain credit and criminal background checks. We also review the borrower's and key principal(s)’s operating track records, including evaluating the performance of other properties owned by the borrower and key principal(s). We also consider the borrower's and key principal(s)’s bankruptcy and foreclosure history. We believe that lending to borrowers and key principals with proven track records as operators mitigates our credit risk.

We review the fundamental value and credit profile of the underlying property, including an analysis of regional economic trends, appraisals of the property, site visits, and reviews of historical and prospective financials. Third-party vendors are engaged for appraisals, engineering reports, environmental reports, flood certification reports, zoning reports, and credit reports. We utilize a list of approved third-party vendors for these reports. Each report is reviewed by our underwriting team for accuracy, quality, and comprehensiveness. All third-party vendors are reviewed periodically for the quality of their work and are removed from our list of approved vendors if the quality or timeliness of the reports is below our standards. This is particularly true for engineering and environmental reports on which we rely to make decisions regarding ongoing replacement reserves and environmental matters.

Freddie Mac—We are one of 22 lenders approved as a Freddie Mac lender, where we originate and sell to Freddie Mac multifamily, manufactured housing communities, student housing, affordable housing, seniors housing loans and small balance loans that satisfy Freddie Mac’s underwriting and other eligibility requirements. Under Freddie Mac’s programs, including Freddie Mac Optigo®, we submit our completed loan underwriting package to Freddie Mac and obtain its commitment to purchase the loan at a specified price after closing. Freddie Mac ultimately performs its own underwriting of loans that we sell to it. Freddie Mac may choose to hold, sell, or later securitize such loans. We very rarely have any risk-sharing arrangements on loans we sell to Freddie Mac under its program. Freddie Mac contracts us to service and asset-manage all loans that we originate under its program.

HUD and Ginnie Mae—As an approved HUD MAP and HUD LEAN lender and Ginnie Mae issuer, we provide construction and permanent loans to developers and owners of multifamily housing, affordable housing, seniors housing, and healthcare facilities. We submit our completed loan underwriting package to HUD and obtain HUD's approval to originate the loan. We service and asset-manage all loans originated through HUD’s various programs.

HUD-insured loans are typically placed in single loan pools which back Ginnie Mae securities. Ginnie Mae is a United States government corporation in the United States Department of Housing and Urban Development. Ginnie Mae securities are backed by the full faith and credit of the United States, and we very rarely bear any risk of loss on Ginnie Mae securities. In the event of a default on a HUD-insured loan, HUD will reimburse approximately 99% of any losses of principal and interest on the loan, and Ginnie Mae will reimburse the remaining losses. We are obligated to continue to advance principal and interest payments and tax and insurance escrow amounts on Ginnie Mae securities until the Ginnie Mae securities are fully paid.

Correspondent Network—In addition to our originators, as of December 31, 2022, we had correspondent agreements with 23 independently owned loan originating companies across the country with which we have relationships for Agency loan originations. This network of correspondents helps us extend our geographic reach into new and/or smaller markets on a cost-effective basis. In addition to identifying potential borrowers and key principals (the individual or individuals directing the activities of the borrowing entity), our correspondents assist us in evaluating loans, including pre-screening the borrowers, key principals, and properties for program eligibility,

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coordinating due diligence, and generally providing market intelligence. In exchange for providing these services, the correspondent earns an origination fee based on a percentage of the principal amount of the financing arranged and in some cases a fee paid out over time based on the servicing revenues earned over the life of the loan.

We may be obligated to repurchase loans that are originated for the Agencies’ programs if certain representations and warranties that we provide in connection with such originations are breached. We have never been required to repurchase a loan.

We recognize loan origination and debt brokerage fees, net and the fair value of expected net cash flows from servicing, net from our lending with the Agencies when we commit to both originate a loan with a borrower and sell that loan to an investor. The loan origination and debt brokerage fees, net and the fair value of expected net cash flows from servicing, net for these transactions reflect the fair value attributable to loan origination fees and premiums on the sale of loans, net of any co-broker fees, and the fair value of the expected net cash flows associated with servicing the loans, net of any guaranty obligations retained.

We generally fund our Agency loan products through warehouse facility financing and sell them to investors in accordance with the related loan sale commitment, which we obtain concurrent with rate lock. Proceeds from the sale of the loan are used to pay off the warehouse facility borrowing. The sale of the loan is typically completed within 60 days after the loan is closed. We earn net warehouse interest income from loans held for sale while they are outstanding equal to the difference between the note rate on the loan and the cost of borrowing of the warehouse facility.

Our loan commitments and loans held for sale are currently not exposed to unhedged interest rate risk during the loan commitment, closing, and delivery process. The sale or placement of each loan to an investor is negotiated at the same time we establish the coupon rate for the loan. We also seek to mitigate the risk of a loan not closing by collecting good faith deposits from the borrower. The deposit is returned to the borrower only once the loan is closed. Any potential loss from a catastrophic change in the property condition while the loan is held for sale using warehouse facility financing is mitigated through property insurance equal to replacement cost. We are also protected contractually from an investor’s failure to purchase the loan. We have experienced an immaterial number of failed deliveries in our history and have incurred immaterial losses on such failed deliveries.

As part of our overall growth strategy, we are focused on significantly growing and investing in our small-balance multifamily lending platform, which involves a high volume of transactions with smaller loan balances. To further this strategy, during the first quarter of 2022, we acquired GeoPhy to support our small-balance lending platform with data analytics and to further advance our technology development capabilities in this area. NOTE 7 of the consolidated financial statements contains additional information related to the GeoPhy acquisition

Debt Brokerage

Our mortgage bankers who focus on debt brokerage are engaged by borrowers to work with life insurance companies, banks, and a  variety of other institutional lenders to find the most appropriate debt and/or equity solution for the borrowers’ needs. These financing solutions are then funded directly by the lender, and we receive an origination fee from our customer for our services.

Property Sales

We offer property sales brokerage services to owners and developers of multifamily properties that are seeking to sell these properties through our subsidiary Walker & Dunlop Investment Sales, LLC (“WDIS”). Through these property sales brokerage services, we seek to maximize proceeds and certainty of closure for our clients using our knowledge of the commercial real estate and capital markets and relying on our experienced transaction professionals. We receive a sales commission for brokering the sale of these multifamily assets on behalf of our clients, and we often are able to provide financing to the purchaser of the properties through our Agency or debt brokerage teams. Our property sales services are offered across the United States. We have increased the number of property sales brokers and the geographical reach of our investment sales platform over the past several years through hiring and acquisitions and intend to continue this expansion in support of our growth strategy. To further support our growth strategy, we acquired an investment sales brokerage company during the third quarter of 2022, which expands our investment sales service offerings to include land sales.

Housing Market Research and Real Estate Investment Banking Services

We own a 75% interest in a subsidiary doing business as Zelman & Associates (“Zelman”), which we acquired in the third quarter of 2021. Zelman is a nationally recognized housing market research and investment banking firm that will enhance the information we provide to our clients and increase our access to high-quality market insight in many areas of the housing market, including construction trends, demographics, housing demand and mortgage finance. Zelman generates revenues through the sale of its housing market research data and

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related publications to banks, investment banks and other financial institutions, and through its offering of real estate-related investment banking and advisory services.

Appraisal and Valuation Services

We offer multifamily appraisal and valuation services though our subsidiary, Apprise by Walker & Dunlop (“Apprise”). Apprise leverages technology and data science to dramatically improve the consistency, transparency, and speed of multifamily property appraisals in the U.S. through our proprietary technology and expertise in the commercial real estate industry. Apprise provides appraisal services to a client list that includes many national commercial real estate lenders. Apprise also provides quarterly and annual valuation services to some of the largest institutional commercial real estate investors in the country. Prior to the GeoPhy acquisition, we and GeoPhy each owned a 50% interest in Apprise, and we accounted for the interest as an equity-method investment. Subsequent to the GeoPhy acquisition, Apprise is a wholly-owned subsidiary of Walker & Dunlop.

Servicing & Asset Management

Servicing & Asset Management focuses on servicing and asset-managing the portfolio of loans we originate and sell to the Agencies, brokering to certain life insurance companies, originating loans through our principal lending and investing activities, and managing third-party capital invested in tax credit equity funds focused on the affordable housing sector and other commercial real estate. We earn servicing fees for overseeing the loans in our servicing portfolio and asset management fees for the capital invested in our funds. Additionally, we earn revenue through net interest income on the loans and the warehouse interest expense for loans held for investment. The primary services within SAM are described below.

Loan Servicing

We retain servicing rights and asset management responsibilities on substantially all of our Agency loan products that we originate and sell and generate cash revenues from the fees we receive for servicing the loans, from placement fees on escrow deposits held on behalf of borrowers, and from other ancillary fees relating to servicing the loans. Servicing fees, which are based on servicing fee rates set at the time an investor agrees to purchase the loan and on the unpaid principal balance of the loan, are generally paid monthly for the duration of the loan. In addition to servicing substantially all of our Agency loan products, we also service our loans originated through the Interim Program and some of the loans we broker for institutional investors, primarily life insurance companies. We may also occasionally leverage the scale of our servicing operation by acquiring the rights to service and asset-manage loans originated by others through direct portfolio acquisitions or entity acquisitions. We are an approved servicer for Fannie Mae, Freddie Mac, and HUD loans and service loans for many different life insurance companies. We are currently a rated primary servicer with Fitch Ratings. Our servicing function includes loan servicing and asset management activities, performing or overseeing the following activities:

● carrying out all cashiering functions relating to the loan, including providing monthly billing statements to the borrower and collecting and applying payments on the loan;

● administering reserve and escrow funds for repairs, tenant improvements, taxes, and insurance;

● obtaining and analyzing financial statements of the borrower and performing periodic property inspections;

● preparing and providing periodic reports and remittances to the GSEs, investors, master servicers, or other designated persons;

● administering lien filings; and

● performing other tasks and obligations that are delegated to us.

Life insurance companies, whose loans we may service, may perform some or all of the activities identified in the list above. We outsource some of our servicing activities to third parties.

Our Fannie Mae, Freddie Mac, and HUD servicing arrangements generally provide for prepayment protection in the event of a voluntary prepayment. For loans serviced outside of Fannie Mae and Freddie Mac, we typically do not have similar prepayment protections. For most loans we service under the Fannie Mae DUS program, we are required to advance the principal and interest payments and guarantee fees for four months should a borrower cease making payments under the terms of their loan, including while that loan is in forbearance. After advancing for four months, we may request reimbursement by Fannie Mae for the principal and interest advances, and Fannie Mae will reimburse us for these advances within 60 days of the request. Under the Ginnie Mae program, we are obligated to advance the principal and interest payments and guarantee fees until the HUD loan is brought current, fully paid or assigned to HUD. We are eligible to assign a loan to HUD once it is in

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default for 30 days. If the loan is not brought current, or the loan otherwise defaults, we are not reimbursed for our advances until such time as we assign the loan to HUD or work out a payment modification for the borrower. For loans in default, we may repurchase those loans out of the Ginnie Mae security, at which time our advance requirements cease, and we may then modify and resell the loan or assign the loan back to HUD and be reimbursed for our advances. We are not obligated to make advances on the loans we service under the Freddie Mac Optigo® program and our bank and life insurance company servicing agreements.

Under the HUD program, we are obligated to advance tax and insurance escrow amounts and principal and interest payments on the Ginnie Mae securities until the Ginnie Mae security is fully paid. In the event of a default on a HUD-insured loan, we can elect to assign the loan to HUD and file a mortgage insurance claim. HUD will reimburse approximately 99% of any losses of principal and interest on the loan, and Ginnie Mae will reimburse substantially all of the remaining losses. In cases where we elect to not assign the loan to HUD, we attempt to mitigate losses to HUD by assisting the borrower to obtain a modification to the loan that will improve the borrower’s likelihood of future performance.

As discussed above in Capital Markets – Agency Lending, we have risk-sharing obligations on substantially all loans we originate under the Fannie Mae DUS program. When a Fannie Mae DUS loan is subject to full risk-sharing, we absorb losses on the first 5% of the unpaid principal balance of a loan at the time of loss settlement, and above 5% we share a percentage of the loss with Fannie Mae, with our maximum loss capped at 20% of the original unpaid principal balance of the loan (subject to doubling or tripling if the loan does not meet specific underwriting criteria or if the loan defaults within 12 months of its sale to Fannie Mae). Our full risk-sharing is currently limited to loans up to $300 million, which equates to a maximum loss per loan of $60 million (such exposure would occur in the event that the underlying collateral is determined to be completely without value at the time of loss). For loans in excess of $300 million, we receive modified risk-sharing. We also may request modified risk-sharing at the time of origination on loans below $300 million, which reduces our potential risk-sharing losses from the levels described above, if we do not believe that we are being fully compensated for the risks of the transaction. The full risk-sharing limit prior to June 30, 2021 was less than $300 million. Accordingly, loans originated prior to then may have been subject to modified risk-sharing at much lower levels.

Our servicing fees for risk-sharing loans include compensation for the risk-sharing obligations and are larger than the servicing fees we would receive from Fannie Mae for loans with no risk-sharing obligations. We receive a lower servicing fee for modified risk-sharing than for full risk-sharing. For brokered loans we also service, we collect ongoing servicing fees while those loans remain in our servicing portfolio. The servicing fees we typically earn on brokered loan transactions are substantially lower than the servicing fees we earn on Agency loans.

Principal Lending and Investing

Our principal lending and investing operation is composed of the loans held by the Interim Program JV and the Interim Loan Program, as described below (collectively the “Interim Program”). Through a joint venture with an affiliate of Blackstone Mortgage Trust, Inc., we offer short-term senior secured debt financing products that provide floating-rate, interest-only loans for terms of generally up to three years to experienced borrowers seeking to acquire or reposition multifamily properties that do not currently qualify for permanent financing (the “Interim Program JV” or the “joint venture”). The joint venture funds its operations using a combination of equity contributions from its owners and third-party credit facilities. We hold a 15% ownership interest in the Interim Program JV and are responsible for sourcing, underwriting, servicing, and asset-managing the loans originated by the joint venture. The Interim Program JV assumes full risk of loss while the loans it originates are outstanding, while we assume risk commensurate with our 15% ownership interest.

Using a combination of our own capital and warehouse debt financing, we offer interim loans that do not meet the criteria of the Interim Program JV (the “Interim Loan Program”). We underwrite, service, and asset-manage all loans executed through the Interim Loan Program. We originate and hold these Interim Loan Program loans for investment, which are included on our balance sheet, and during the time that these loans are outstanding, we assume the full risk of loss. The ultimate goal of the Interim Loan Program is to provide permanent Agency financing on these transitional properties.

Affordable Housing and Other Commercial Real Estate-related Investment Management Services

Affordable Housing—We provide affordable housing investment management services through our subsidiary, Alliant Capital, Ltd. and its affiliates (“Alliant”). Alliant is one of the largest tax credit syndicators and affordable housing developers in the U.S. and provides alternative investment management services focused on the affordable housing sector through LIHTC syndication, development of affordable housing projects through joint ventures, and affordable housing preservation fund management. Our affordable housing investment management team works with our developer clients to identify properties that will generate LIHTCs and meet our affordable investors’ needs, and forms limited partnership funds (“LIHTC funds”) with third-party investors that invest in the limited partnership interests in these properties. Alliant serves as the general partner of these LIHTC funds, and it receives fees, such as asset management fees, and a portion of refinance and disposition

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proceeds as compensation for its work as the general partner of the fund. Additionally, Alliant earns a syndication fee from the LIHTC funds for the identification, organization, and acquisition of affordable housing projects that generate LIHTCs.

We invest, as the managing or non-managing member of joint ventures, with developers of affordable housing projects that generate LIHTCs. These joint ventures earn developer fees and sale/refinance proceeds from the properties they develop, and we receive the portion of the economic benefits commensurate with Alliant’s ownership percentage in the joint ventures. Additionally, Alliant also invests with third-party investors (either in a fund or joint-venture structure) with the goal of preserving affordability on multifamily properties coming out of the LIHTC 15-year compliance period or on which market forces are unlikely to keep the properties affordable. Through these preservation funds, Alliant may receive acquisition and asset management fees and will receive a portion of the capital appreciation upon sale through a promote structure.

We advance funds to our joint venture developer partners for generally short durations in connection with our LIHTC operations. The funds are used to fund the joint venture partner in preparing properties for development and ultimately to be sold or syndicated into a LIHTC fund. To manage our risk of loss on these advances, we evaluate the underlying property fundamentals, the expected cash flows and economics of the LIHTC syndication, and the developer’s track record. Additionally, we continually monitor progress on development deals and take appropriate actions as needed to mitigate our risk of loss. The Company, or its predecessor, has never incurred a material loss associated with these advances.

We also advance funds to third-party developers with whom we have long-standing relationships for durations of generally less than a year. We evaluate these advances on a deal-by-deal basis by reviewing similar factors that we do for our advances to our joint venture partners. Additionally, these advances often involve the acquisition of land or property, for which we usually receive a security interest in the form of a mortgage or lien along with guarantees from the developer. Lastly, we require a letter of intent giving us the exclusive right to invest in the LIHTC investment.

Other Commercial Real Estate—Through our subsidiary, Walker & Dunlop Investment Partners (“WDIP”), we function as the operator of a private commercial real estate investment adviser focused on the management of debt, preferred equity, and other equity investments in middle-market commercial real estate funds. WDIP’s current assets under management (“AUM”) of $1.4 billion primarily consist of four sources: Fund III, Fund IV, Fund V, and Fund VI (collectively, the “Funds”), and separate accounts managed primarily for life insurance companies. AUM for the Funds and for the separate accounts consists of both unfunded commitments and funded investments. Unfunded commitments are highest during the fundraising and investment phases. WDIP receives management fees based on both unfunded commitments and funded investments. Additionally, with respect to the Funds, WDIP receives a percentage of the return above the fund return hurdle rate specified in the fund agreements.

Corporate

The Corporate segment consists primarily of our treasury operations and other corporate-level activities. Our treasury operations include monitoring and managing our liquidity and funding requirements, including our corporate debt. The major other corporate-level functions include our equity-method investments, accounting, information technology, legal, human resources, marketing, internal audit, and various other corporate groups.

Our Growth Strategy

In 2020, the Company implemented a strategy to reach $2 billion of total annual revenues by the end of 2025 by accomplishing the following milestones: (i) at least $60 billion of annual debt financing volume, (ii) at least $5 billion of annual small balance multifamily debt financing volume, (iii) annual property sales volume of at least $25 billion, (iv) an unpaid principal balance of at least $160 billion in our servicing portfolio, and (v) at least $10 billion of assets under management. We also established several environmental, social, and governance targets we aim to achieve by December 31, 2025.

The following table summarizes our progress towards these 2025 milestones.

Milestone (in thousands)	2022		2025 Milestone
Revenues	$	1,258,753	$	2,000,000
Debt financing volume		43,605,984		60,000,000
Small balance lending volume		745,686		5,000,000
Property sales volume		19,732,654		25,000,000
Servicing portfolio		123,133,855		160,000,000
Assets under management		16,748,449		10,000,000

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To reach these milestones in 2025, we will focus on the following areas:  

● Grow Debt Financing Volume to $65 billion annually, including $5 billion of annual small balance multifamily lending, with a servicing portfolio of $160 billion by continuing to hire and acquire the best mortgage bankers in the industry, leveraging our brand to continue growing our client base, and leveraging proprietary technology to be more insightful and relevant to our clients. We continue to increase our market share in the multifamily financing market, with an 8.3% share in 2022. The acquisition of GeoPhy in 2022 has allowed us to begin development of a small balance lending application to enhance our client’s experience and reduce inefficiencies in the underwriting, closing, and servicing processes and enables us to further leverage technology to effectively target potential clients to achieve our goal of $5 billion of annual small-balance multifamily lending. During 2022, we maintained the number of bankers and brokers focused on debt financing transactions across the United States to stand ready to capture additional market share as macroeconomic conditions begin to stabilize. The integration of Alliant creates several synergies for debt financing volumes, which include access to Alliant’s clients and relationships in the affordable housing space, which we expect will lead to additional opportunities to provide affordable debt financing.

● Grow Property Sales Volume to $25 billion annually by leveraging the strengths of our current team, growing volumes within our current markets and continuing to build out our brand and footprint nationally by hiring brokers in new geographic markets and brokers who specialize in different multifamily product types. We added 18 property sales brokers in 2022, and as of December 31, 2022, had 79 property sales brokers in various regions throughout the United States. For the twelve months ended September 30, 2022, our team achieved the goal of greater than $25 billion of property sales; however, the market disruptions experienced since Labor Day 2022 resulted in far fewer sales transactions in the fourth quarter of 2022. Our 2022 sales volume increased slightly despite difficult macroeconomic conditions. During 2022, we acquired a property sales brokerage company specializing in land sales, and recruited a team that specializes in affordable housing, which allowed us to expand our product offerings and enter into new investment sales markets. Continued growth of our property sales team will provide greater exposure to multifamily clients and markets across the country and help achieve our $25 billion property sales goal by 2025, while also increasing our opportunities to finance the properties for which we broker a sale.

● Establish Investment Banking Capabilities with a goal to reach $10 billion in assets under management by building on our existing capabilities and developing new capabilities to meet more of our client’s needs. We will continue to seek to grow our AUM, including in other areas of commercial real estate, as we are routinely asked by our clients to help them in providing market insights, raising more complex capital solutions, and undertaking platform valuations. Our market-leading position in debt financing and the national reach of our property sales platform gives us access to substantial amounts of local and macro data. We believe access to this insightful data, along with our relationships with various organizations in the capital markets and developments in our technology platforms will help meet these client needs. Additionally, we will continue to scale our AUM through WDIP. With more than 200 bankers and brokers on our platform and access to a significant and diverse amount of financing deal flow, we also will focus on raising third-party capital to grow WDIP’s business to meet the diverse capital needs of our clients.

● Remain a leader in Environmental, Social, and Governance (“ESG”) efforts by increasing the percentage of women and minorities within the ranks of our top earners and senior management, remaining carbon neutral while reducing our emissions intensity, and donating 1% of our annual income from operations to charitable organizations. Details and results of our ongoing ESG efforts are provided in our annual ESG report on our website. See more discussions about our human capital strategy in the “Human Capital Resources” section below.

Competition

We compete in the commercial real estate services industry. We face significant competition across our business, including, but not limited to, commercial real estate services subsidiaries of large national commercial banks, privately-held and public commercial real estate service providers, CMBS conduits, public and private real estate investment trusts, private equity, investment funds, and insurance companies, some of which are also investors in loans we originate. Our competitors include, but are not limited to, Wells Fargo, N.A.; CBRE Group, Inc.; Jones Lang LaSalle Incorporated; Marcus & Millichap, Inc.; Eastdil Secured; PNC Real Estate; Northmarq Capital, LLC; Newmark Realty Capital; and Berkadia Commercial Mortgage, LLC. Many of these competitors enjoy advantages over us, including greater name recognition, financial resources, well-established investment management platforms, and access to lower-cost capital. The commercial real estate services subsidiaries of the large national commercial banks may have an advantage over us in originating commercial loans if borrowers already have other lending or deposit relationships with the bank. Through our subsidiary, Alliant, we are the sixth largest LIHTC syndicator in the country. Competitors in this fragmented but highly competitive industry include but are not limited to:  Boston Financial Investment Management, L.P., Raymond James & Associates, Inc., Enterprise Community Partners, Inc., The Richman Group Affordable Housing Corporation, National Equity Fund, Inc., and PNC Real Estate.

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We compete on the basis of quality of service, the ability to provide useful insights to our borrowers, speed of execution, relationships, loan structure, terms, pricing, and breadth of product offerings. Our ability to provide useful insights to borrowers includes our knowledge of local and national real estate market conditions, our loan product expertise, our analysis and management of credit risk and leveraging data and technology to bring ideas to our clients. Our competitors seek to compete aggressively on these factors. Our success depends on our ability to offer attractive loan products, provide superior service, demonstrate industry depth, maintain and capitalize on relationships with investors, borrowers, and key loan correspondents, and remain competitive in pricing. In addition, future changes in laws, regulations, and Agency program requirements, increased investment from foreign entities, and consolidation in the commercial real estate finance market could lead to the entry of more competitors.

Regulatory Requirements

Our business is subject to laws and regulations in a number of jurisdictions. The level of regulation and supervision to which we are subject varies from jurisdiction to jurisdiction and is based on the type of business activities involved. The regulatory requirements that apply to our activities are subject to change from time to time and may become more restrictive, making our compliance with applicable requirements more difficult or expensive or otherwise restricting our ability to conduct our business in the manner that it is now conducted. Additionally, as we expand into new operations, we likely will face new regulatory requirements applicable to such operations. For example, our expansion into LIHTC syndication and broker-dealer activities in 2021, as a result of the Alliant and Zelman acquisitions, has subjected us to new regulatory requirements. While such regulatory requirements may not result in fines and penalties, changes in applicable regulatory requirements, including changes in their enforcement, could materially and adversely affect us.

Federal and State Regulation of Commercial Real Estate Lending Activities

Our multifamily and commercial real estate lending, property sales, servicing, asset management, and appraisal activities are subject, in certain instances, to supervision and regulation by federal and state governmental authorities in the United States. In addition, these activities may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, which, among other things, regulate lending activities, regulate conduct with borrowers, establish maximum interest rates, finance charges, and other charges and require disclosures to borrowers. Although most states do not regulate commercial finance, certain states impose limitations on interest rates, as well as other charges on certain collection practices and creditor remedies. Some states also require licensing of lenders, loan and property brokers, loan servicers and real estate appraisers as well as adequate disclosure of certain contract terms. We also are required to comply with certain provisions of, among other statutes and regulations, the USA PATRIOT Act, regulations promulgated by the Office of Foreign Asset Control, the Employee Retirement Income Security Act of 1974, as amended, which we refer to as “ERISA,” and federal and state securities laws and regulations.

Requirements of the Agencies

To maintain our status as an approved lender for Fannie Mae and Freddie Mac and as a HUD-approved mortgagee and issuer of Ginnie Mae securities, we are required to meet and maintain various eligibility criteria established by the Agencies, such as minimum net worth, operational liquidity and collateral requirements, and compliance with reporting requirements. We also are required to originate our loans and perform our loan servicing functions in accordance with the applicable program requirements and guidelines established by the Agencies. If we fail to comply with the requirements of any of these programs, the Agencies may terminate or withdraw our approval. In addition, the Agencies have the authority under their guidelines to terminate a lender's authority to sell loans to them and service their loans. The loss of one or more of these approvals would have a material adverse impact on us and could result in further disqualification with other counterparties, and we may be required to obtain additional state lender or mortgage banker licensing to originate loans if that status is revoked.

Investment Advisers Act

Under the Investment Advisers Act of 1940, WDIP is required to be registered as an investment adviser with the Securities and Exchange Commission (“SEC”) and follow the various rules and regulations applicable to investment advisers. These rules and regulations cover, among other areas, communications with investors, marketing materials provided to potential investors, disclosure and calculation of fees, calculation and reporting of performance information, maintenance of books and records, and custody. Investment advisers are also subject to periodic inspection and examination by the SEC and filing requirements on Form ADV and Form PF. Should WDIP not meet any of the requirements of the Investment Advisers Act, it could face, among other things, fines, penalties, legal proceedings, an order to cease and desist, or revocation of its registration.

Requirements of Registered Broker-Dealers

Under the Exchange Act and as a member of the Financial Industry Regulatory Authority (“FINRA”), Zelman is required to follow the various rules and regulations applicable to broker-dealers. These rules and regulations cover, among other things, sales practices, fee

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arrangements, disclosures to clients, capital adequacy, use and safekeeping of clients’ funds and securities, recordkeeping and reporting and the qualification and conduct of officers, employees and independent contractors. Broker-dealers are subject to periodic inspection and examination by the SEC and FINRA. Should Zelman not meet any of the requirements, Zelman may receive a deficiency letter identifying potential compliance issues that must be addressed and may face enforcement actions if any violations or compliance issues are not resolved.

Human Capital Resources

As of December 31, 2022, we had a total of 1,451 employees, an 11% increase from the prior year, including 27 new bankers and brokers. This growth was primarily due to the expansion of our business, our recruiting efforts, and the GeoPhy acquisition in 2022. None of our employees are represented by a union or subject to a collective bargaining agreement, and we have never experienced a work stoppage.

Our human capital strategy is to create a valued culture that allows us to attract and retain the very best talent in our industry. We take a people-first approach to culture, providing competitive pay and benefits, working to deliver an experience that ensures all of our employees are provided with opportunities for support, growth, and advancement throughout their tenure. We believe the core values that make up “The Walker Way” represent who we are: an employee base that is driven, caring, collaborative, insightful, and tenacious. We strive to build a great place to work for all employees and to be a leader in diversity, equity, and inclusion (“DE&I”). In 2022, we were recognized in Fortune Magazine’s Great Place to Work’s® Best Workplaces in Financial Services & Insurance for the seventh time, with 94% of our survey respondents having said: “Taking everything into account, I would say this is a great place to work.”  

Talent

We are committed to recruiting, developing and retaining a diverse workforce. All employees take part in our rigorous goal setting, performance review, and 360 feedback program each year. We monitor and evaluate various talent metrics and report to management monthly on hiring, turnover, promotions, and DE&I metrics. The following table summarizes our key human capital metrics over the last two years:

	As of December 31,
Human Capital Metric:	2022		2021
Overall
Voluntary annualized turnover rate		11%		12%
Average tenure (years)		3.8		3.6
Diversity
Percent of women employees		36%		36%
Percent of women employees in management positions (1)		28%		27%
Percent of employees from underrepresented racial/ethnic groups		22%		23%
Percent of employees from underrepresented racial/ethnic groups in management positions (1)		13%		14%

(1) Defined as Assistant Vice President and above.

We are purposeful in our drive to promote an inclusive workplace, where our employees are engaged and can develop within the Company. As mentioned in the “Our Growth Strategy” section above, we have set ambitious quantitative 2025 goals related to DE&I and tied a portion of our Executive Officer’s short-term annual incentive compensation to drive advances toward our longer-term DE&I vision. Additionally, all employees have community standard and diversity, equity, and inclusion goals. In 2022, we began implementing the DE&I action plan resulting from COQUAL and Management Leadership for Tomorrow’s (“MLT”) Black Equity at Work audits we conducted in 2021. We developed a Hispanic Equity action plan as part of MLT's inaugural Hispanic Equity at Work Certification. MLT approved our Hispanic Equity at Work plan and awarded us a Bronze Certification for our progress toward the Black Equity at Work plan we adopted in 2021. Both are milestones on the journey to make comprehensive progress through rigorous, sustained action, ongoing data-driven improvement, and accountability. Additionally, we are included in the Bloomberg Gender Equality Index (“GEI”) for the second time, the level and quality of our disclosures surrounding gender equality earned us inclusion again for 2023. Through our diversity, equity, and inclusion program we sponsor employee resource groups (“ERGs”) including, but not limited to the following:  Black, Latino/a, LGBTQIA+, AAPI, Military/Veterans, and Caregivers. Our ERGs provide our employees with community, fostering education, awareness, support, and advocacy.

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Health and Safety

We are committed to the health, safety, and wellness of our employees. We offer various programs to support the well-being of our employees, including flexible working arrangements, a caregiver support program, and a robust wellness program that includes subsidies of up to $150 per month paid to employees for qualifying wellness activities, promoting both physical and mental health. More than half of our employees participate in this program. In 2022, we increased our focus on mental health through numerous employee-focused campaigns and additional training for our entire human resources function. All of our offices are open, and we support two days per week work-from-home, with the ability to exercise more flexibility. We believe this keeps the focus on both our culture and commitment to meeting employees’ personal and health needs front and center.

Total Rewards

To attract and retain the very best talent in the industry, we are committed to providing a total compensation and benefits package that is highly competitive. We offer competitive wages, health and insurance benefits, paid time off, various leave programs, a service awards program ranging from $2,000 to $25,000 for three to 40 years of service, a 401(k) Company match, wellness benefits, and health savings plans. We benchmark our total rewards programs at least annually and regularly conduct pay equity analyses. We also offer paid time off for employees to volunteer in their communities, in addition to Company-sponsored volunteer events, and provide a matching fund program where we match employees’ eligible charitable contributions and/or time spent volunteering up to $1,000. In addition, we support the development and advancement of our employees and provide reimbursements for certain professional certifications and higher education.

In recognition of the role our employees play as stewards of the “Walker Way,” we have historically granted broad-based restricted stock awards to our employees. In December 2020, on the 10-year anniversary of our initial public offering, we granted restricted stock to our employees, excluding senior management. The grant vests ratably over a three-year period, with the final vesting occurring in December 2023.

Together with our employees, we continue our journey to be a great place to work. We are consistently evaluating our programs and policies to uphold and support our culture, our values and our people.

Available Information

We file annual, quarterly, and current reports, proxy statements, and other information with the SEC. These filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov.

Our principal Internet website can be found at http://www.walkerdunlop.com. The content within or accessible through our website is not part of this Annual Report on Form 10-K. We make available free of charge, on or through our website, access to our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after such material is electronically filed, or furnished, to the SEC.

Our website also includes a corporate governance section which contains our Corporate Governance Guidelines (which includes our Director Responsibilities and Qualifications), Code of Business Conduct and Ethics, Code of Ethics for Principal Executive Officer and Senior Financial Officers, Board of Directors’ Committee Charters for the Audit, Compensation, and Nominating and Corporate Governance Committees, Complaint Procedures for Accounting and Auditing Matters, and the method by which interested parties may contact our Ethics Hotline.

In the event of any changes to these charters, codes, or guidelines, changed copies will also be made available on our website. If we waive or amend any provision of our code of ethics, we will promptly disclose such waiver or amendment as required by SEC or New York Stock Exchange (“NYSE”) rules. We intend to promptly post any waiver or amendment of our Code of Ethics for Principal Executive Officer and Senior Financial Officers to our website.

You may request a copy of any of the above documents, at no cost to you, by writing or telephoning us at: Walker & Dunlop, Inc., 7272 Wisconsin Avenue, Suite 1300, Bethesda, Maryland 20814, Attention: Investor Relations, telephone (301) 215-5500. We will not send exhibits to these reports, unless the exhibits are specifically requested, and you pay a modest fee for duplication and delivery.

Item 1A. Risk Factors

Investing in our common stock involves risks. You should carefully consider the following risk factors, together with all the other information contained in this Annual Report on Form 10-K, before making an investment decision to purchase our common stock. The

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realization of any of the following risks could materially and adversely affect our business, prospects, financial condition, results of operations, and the market price and liquidity of our common stock, which could cause you to lose all or a significant part of your investment in our common stock. Some statements in this Annual Report, including statements in the following risk factors, constitute forward-looking statements. See “Forward-Looking Statements” for more information.

Risks Relating to Our Business

The loss of, changes in, or disruptions to our relationships with the Agencies and institutional investors would adversely affect our ability to originate commercial real estate loans, which would materially and adversely affect us.

Currently, we originate all of our loans held for sale through the Agencies’ programs. We are approved as a Fannie Mae DUS® lender nationwide, a Fannie Mae Multifamily Small Loan lender, a Freddie Mac Optigo® lender nationally for Conventional, Seniors Housing, Targeted Affordable Housing and Small Balance Loans, a HUD MAP lender nationwide, a HUD LEAN lender nationally, and a Ginnie Mae issuer. Our status as an approved lender affords us a number of advantages and may be terminated by the applicable Agency at any time. The loss of such status would, or changes in our relationships could, prevent us from being able to originate commercial real estate loans for sale through the particular Agency, which would materially and adversely affect us. It could also result in a loss of similar approvals from the other Agencies. Additionally, federal budgetary policies also impact our ability to originate loans, particularly if they have a negative impact on the ability of the Agencies to do business with us. Changes in fiscal, monetary, and budgetary policies and the operating status of the U.S. government are beyond our control, are difficult to predict, and could materially and adversely affect us. During periods of limited or no U.S. government operations, our ability to originate HUD loans may be severely constrained. The impact that limited or dormant government operations may have on our HUD lending depends on the duration of such impacted operations.

We also broker loans on behalf of certain life insurance companies, investment banks, commercial banks, pension funds, CMBS conduits, and other institutional investors that directly underwrite and provide funding for the loans at closing. In cases where we do not fund the loan, we act as a loan broker. If these investors discontinue their relationship with us and replacement investors cannot be found on a timely basis, we could be adversely affected.

A change to the conservatorship of Fannie Mae and Freddie Mac and related actions, along with any changes in laws and regulations affecting the relationship between Fannie Mae and Freddie Mac and the U.S. federal government or the existence of Fannie Mae and Freddie Mac, could materially and adversely affect our business.

Currently, we originate a majority of our loans for sale through the GSEs’ programs. Additionally, a substantial majority of our servicing portfolio represents loans we service through the GSEs’ programs. Changes in the business charters, structure, or existence of one or both of the GSEs could eliminate or substantially reduce the number of loans we originate with the GSEs, which in turn would lead to a reduction in fees related to such loans. These effects would likely cause us to realize significantly lower revenues from our loan originations and servicing fees, and ultimately would have a material adverse impact on our business and financial results.

In September 2008, the GSEs’ regulator, the Federal Housing Finance Agency (the “FHFA”), placed each GSE into conservatorship. The conservatorship is a statutory process designed to preserve and conserve the GSEs’ assets and property and put them in a sound and solvent condition. The conservatorships have no specified termination dates and there continues to be significant uncertainty regarding the future of the GSEs, including how long they will continue to exist in their current forms, the extent of their roles in the housing markets and whether or in what form they may exist following conservatorship.

As the primary regulator and the conservator of the GSEs, the FHFA has taken a number of steps during conservatorship to manage the GSEs’ multifamily business activities. Since 2013, the FHFA has established limits on the volume of new multifamily loans that may be purchased annually by the GSEs (“caps”). In November 2022, the FHFA updated the GSEs’ loan origination caps to $75.0 billion for the four-quarter period beginning January 1, 2023 and ending December 31, 2023. The new caps apply to all multifamily business with no exclusions. The FHFA also directed that at least 50.0% of the GSEs’ multifamily business be mission-driven, affordable housing. We cannot predict whether FHFA will implement further regulatory and other policy changes that will modify the GSEs’ multifamily businesses.

Congress has considered various housing finance reform bills since the GSEs went into conservatorship in 2008.  Several of the bills have called for the winding down or receivership of the GSEs. We expect Congress to continue considering housing finance reform in the future, including conducting hearings and considering legislation that could alter the housing finance system. We cannot predict the prospects for the enactment, timing or content of legislative proposals regarding the future status of the GSEs.

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We are subject to risk of loss in connection with defaults on loans, including loans sold under the Fannie Mae DUS program, and could experience significant servicing advance obligations in connection with Fannie Mae and HUD loans we originate, that could materially and adversely affect our results of operations and liquidity.

As a loan servicer, we maintain the primary contact with the borrower throughout the life of the loan and are responsible, pursuant to our servicing agreements with the Agencies and institutional investors, for asset management. We are also responsible, together with the applicable Agency or institutional investor, for taking actions to mitigate losses. Our asset management process may be unsuccessful in identifying loans that are in danger of underperforming or defaulting or in taking appropriate action once those loans are identified. While we can recommend a loss mitigation strategy for the Agencies, decisions regarding loss mitigation are within the control of the Agencies. Previous turmoil in the real estate, credit and capital markets have made this process even more difficult and unpredictable. When loans become delinquent, we may incur additional expenses in servicing and asset managing the loan and are typically required to advance principal and interest payments and tax and insurance escrow amounts.

All of these items discussed above could have a negative impact on our cash flows. Because of the foregoing, a rise in delinquencies could have a material adverse effect on us. Under the Fannie Mae DUS program, we originate and service multifamily loans for Fannie Mae without having to obtain Fannie Mae's prior approval for certain loans, as long as the loans meet the underwriting guidelines set forth by Fannie Mae. In return for the delegated authority to make loans and the commitment to purchase loans by Fannie Mae, we must maintain minimum collateral and generally are required to share risk of loss on loans sold through Fannie Mae. Under the full risk-sharing formula, we are required to absorb the first 5% of any losses on the unpaid principal balance of a loan at the time of loss settlement, and above 5% we are required to share the loss with Fannie Mae, with our maximum loss generally capped at 20% of the original unpaid principal balance of a loan. In addition, Fannie Mae can double or triple our risk-sharing obligations if the loan does not meet specific underwriting criteria or if the loan defaults within 12 months of its sale to Fannie Mae. Fannie Mae also requires us to maintain collateral, which may include pledged securities, for our risk-sharing obligations. As of December 31, 2022, we had pledged securities of $157.3 million as collateral against future losses related to $54.2 billion of loans outstanding that are subject to risk-sharing obligations, as more fully described under “Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” which we refer to as our “at-risk balance.” Fannie Mae collateral requirements may change in the future. As of December 31, 2022, our allowance for risk-sharing as a percentage of the at-risk balance was 0.08%, or $44.1 million, and reflects our current estimate of our future expected payouts under our risk-sharing obligations. Over the past 10 years, we have settled $22.0 million of risk-sharing losses, or 1.2 basis points of the average at-risk balance. We cannot ensure that our estimate of the allowance for risk-sharing obligations will be sufficient to cover future actual write offs. Other factors may also affect a borrower's decision to default on a loan, such as property, cash flow, occupancy, maintenance needs, and other financing obligations. As of December 31, 2022, there were two loans with an aggregate unpaid principal balance of $37.0 million and an aggregate collateral-based reserve of $4.4 million that had defaulted and are awaiting ultimate disposition. If loan defaults increase, actual risk-sharing obligation payments under the Fannie Mae DUS program may increase, and such defaults and payments could have a material adverse effect on our results of operations and liquidity. In addition, any failure to pay our share of losses under the Fannie Mae DUS program could result in the revocation of our license from Fannie Mae and the exercise of various remedies available to Fannie Mae under the Fannie Mae DUS program.

A reduction in the prices paid for our loans and services or an increase in loan or security interest rates required by investors could materially and adversely affect our results of operations.

Our results of operations could be materially and adversely affected if the Agencies or institutional investors lower the price they are willing to pay to us for our loans or services or adversely change the material terms of their loan purchases or service arrangements with us. Multiple factors determine the price we receive for our loans. With respect to Fannie Mae-related originations, our loans are generally sold as Fannie Mae-insured securities to third-party investors. With respect to HUD-related originations, our loans are generally sold as Ginnie Mae securities to third-party investors. In both cases, the price paid to us reflects, in part, the competitive market bidding process for these securities.

We sell loans directly to Freddie Mac. Freddie Mac may choose to hold, sell or later securitize such loans. We believe terms set by Freddie Mac are influenced by similar market factors as those that impact the price of Fannie Mae–insured or Ginnie Mae securities, although the pricing process differs. With respect to loans that are placed with institutional investors, the origination fees that we receive from borrowers are determined through negotiations, competition, and other market conditions.

Loan servicing fees are based, in part, on the risk-sharing obligations associated with the loan and the market pricing of credit risk. The credit risk premium offered by Fannie Mae for new loans can change periodically but remains fixed once we enter into a commitment to sell the loan. Over the past several years, Fannie Mae loan servicing fees have generally been higher than for other products principally due to the market pricing of credit risk. There can be no assurance that such fees will continue to remain at such levels or that such levels will be sufficient if delinquencies occur.

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Servicing fees for loans placed with institutional investors are negotiated with each institutional investor pursuant to agreements that we have with them. These fees for new loans vary over time and may be materially and adversely affected by a number of factors, including competitors that may be willing to provide similar services at lower rates.

A significant portion of our revenue is derived from loan servicing fees, and declines in or terminations of servicing engagements or breaches of servicing agreements could have a material adverse effect on us.

We expect that loan servicing fees will continue to constitute a significant portion of our revenues for the foreseeable future. Nearly all of these fees are derived from loans that we originate and sell through the Agencies’ programs or place with institutional investors. A decline in the number or value of loans that we originate for these investors or terminations of our servicing engagements will decrease these fees. HUD has the right to terminate our current servicing engagements for cause. In addition to termination for cause, Fannie Mae and Freddie Mac may terminate our servicing engagements without cause by paying a termination fee. Our institutional investors typically may terminate our servicing engagements at any time with or without cause, without paying a termination fee. We are also subject to losses that may arise from servicing errors, such as a failure to maintain insurance, pay taxes, or provide notices.

If a significant number of our loan warehouse facilities, on which we are highly dependent, are terminated or reduced, we may be unable to find replacement financing on favorable terms, or at all, which would have a material adverse effect on us.

We require a significant amount of short-term funding capacity to finance Agency loans we originate. As of December 31, 2022, we had $3.9 billion of committed and uncommitted loan funding available through five commercial banks and $1.5 billion of uncommitted funding available through Fannie Mae’s As Soon As Pooled (“ASAP”) program. Additionally, consistent with industry practice, our existing loan warehouse facilities have terms of one year, and therefore require annual renewal. If a significant number of our committed facilities are reduced, terminated, or are not renewed or our uncommitted facilities are not honored, we may be unable to find replacement financing on favorable terms, or at all, and we might not be able to originate loans, which would have a material adverse effect on us. Additionally, as our business continues to expand, we may need additional warehouse funding capacity for loans we originate. There can be no assurance that, in the future, we will be able to obtain additional warehouse funding capacity on favorable terms, on a timely basis, or at all.

If we fail to meet or satisfy any of the financial or other covenants included in our warehouse facilities, we would be in default under one or more of these facilities and our lenders could elect to declare all amounts outstanding under the facilities to be immediately due and payable, enforce their interests against loans pledged under such facilities and/or restrict our ability to make additional borrowings. These facilities also contain cross-default provisions, such that if a default occurs under any of our debt agreements, generally the lenders under our other debt agreements could also declare a default. These restrictions (and restrictions included in our long-term debt agreement) may interfere with our ability to obtain financing or to engage in other business activities, which could materially and adversely affect us. There can be no assurance that we will maintain compliance with all financial and other covenants included in our loan warehouse facilities in the future.

We may be required to repurchase loans or indemnify loan purchasers if there is a breach of a representation or warranty made by us in connection with the sale of loans through the programs of the Agencies, which could have a material adverse effect on us.

We must make certain representations and warranties concerning each loan originated by us for the Agencies’ programs. The representations and warranties relate to our practices in the origination and servicing of the loans and the accuracy of the information being provided by us. For example, we are generally required to provide, among others, the following representations and warranties: we are authorized to do business and to sell or assign the loan; the loan conforms to the requirements of the Agencies and certain laws and regulations; the underlying mortgage represents a valid lien on the property and there are no other liens on the property; the loan documents are valid and enforceable; taxes, assessments, insurance premiums, rents and similar other payments have been paid or escrowed; the property is insured, conforms to zoning laws and remains intact; and we do not know of any issues regarding the loan that are reasonably expected to cause the loan to be delinquent or unacceptable for investment or adversely affect its value. We are permitted to satisfy certain of these representations and warranties by furnishing a title insurance policy.

In the event of a breach of any representation or warranty concerning a loan, investors could, among other things, require us to repurchase the full amount of the loan and seek indemnification for losses from us, or, for Fannie Mae DUS loans, increase the level of risk-sharing on the loan. Our obligation to repurchase the loan is independent of our risk-sharing obligations. The Agencies could require us to repurchase the loan if representations and warranties are breached, even if the loan is not in default. Because the accuracy of many such representations and warranties generally is based on our actions or on third-party reports, such as title reports and environmental reports, we may not receive similar representations and warranties from other parties that would serve as a claim against them. Even if we receive representations and warranties from third parties and have a claim against them, in the event of a breach, our ability to recover on any such claim may be limited. Our ability to recover against a borrower that breaches its representations and warranties to us may be similarly limited. Our ability to recover on a claim against any party would also be dependent, in part, upon the financial condition and liquidity of such party. There can be no assurance that we,

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our employees or third parties will not make mistakes that would subject us to repurchase or indemnification obligations. Any significant repurchase or indemnification obligations imposed on us could have a material adverse effect on us.

We have made various investments that are funded with corporate capital. These investments may involve a greater risk of loss than our traditional real estate lending activities.

We use corporate capital to make investments in (i) loans under the Interim Loan Program, (ii) joint ventures and other equity method investments, (iii) loans to our LIHTC joint venture partners and (iv) investments in LIHTC tax credit equity. Below we discuss the risks associated with these investments.

(i) Interim Loan Program

Under the Interim Loan Program, we offer short-term, floating-rate loans to borrowers seeking to acquire or reposition multifamily properties that do not currently qualify for permanent financing. Such a borrower often has identified a transitional asset that has been under-managed and/or is located in a recovering market. If the market in which the asset is located fails to recover according to the borrower’s projections, or if the borrower fails to improve the quality of the asset’s management and/or the value of the asset, the borrower may not receive a sufficient return on the asset to satisfy the interim loan, and we bear the risk that we may not recover some or all of the loan balance. In addition, borrowers usually use the proceeds of a long-term mortgage loan to repay an interim loan. We may therefore be dependent on a borrower’s ability to obtain permanent financing to repay our interim loan, which could depend on market conditions and other factors. Further, interim loans may be relatively less liquid than loans against stabilized properties due to their short life, their potential unsuitability for securitization, any unstabilized nature of the underlying real estate and the difficulty of recovery in the event of a borrower’s default. This lack of liquidity may significantly impede our ability to respond to adverse changes in the performance of loans in the Interim Program and may adversely affect the fair value of such loans and the proceeds from their disposition. Carrying loans for longer periods of time on our balance sheet exposes us to greater risks of loss than we currently face for loans that are pre-sold or placed with investors, including, without limitation, 100% exposure for defaults and impairment charges, which may adversely affect our profitability.

(ii) Joint ventures and other equity method investments

We make investments in various joint ventures, including with select developers of LIHTC properties and as part of the Interim Program JV. We are also an investor in various venture capital funds with a specific focus on identifying and investing in property technology and financial technology companies with a predominant focus on the housing and commercial real estate sectors. We bear the risk that these investments will not be able to generate sufficient cash flows for us to fully recover our capital contributions. These investments are included in Other assets on the Consolidated Balance Sheets.

(iii) Loans to our LIHTC joint venture partners

To provide capital support the partners in our LIHTC joint ventures, who are the developers of LIHTC properties, we provide loans to these partners. The funds from these loans are used to prepare a property for development and ultimately to be syndicated into a LIHTC fund. These loans are generally short-term and repaid with proceeds from construction loans or permanent loans from third-party sources or proceeds from the sale to LIHTC funds. We face risk that these loans to our joint venture partners may not be repaid if loans from third parties cannot be obtained or the property is not sold to a LIHTC fund.

(iv) Investments in LIHTC tax credit equity

We acquire interests in tax credit property partnerships for sale to LIHTC investment funds and, at any point in time, the aggregate amount of funds advanced can be material. Recovery of these investments is subject to our ability to attract investors to new investment funds.

We have contractual obligations that will require significant uses of capital. Our ability to fund these uses of capital is dependent on both our results of operations and our ability to access capital markets. A decline in the results of our operations, an inability to access capital markets, or an increase in the cost of capital may materially affect our operations.

As discussed in “Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” we have made commitments to fund (i) equity-method investments, (ii) investments in affordable housing partnerships to be syndicated into LIHTC investment funds, and (iii) earnout payments from acquisitions, and we also must satisfy collateral requirements for our Fannie Mae DUS risk-sharing obligations and the operational liquidity requirements of Fannie Mae, Freddie Mac, HUD, Ginnie Mae, and our warehouse facility lenders. To fund these cash flow obligations, we typically use cash generated from our operations and, when necessary, from funds raised in the capital markets. A significant decline in our operational performance, an inability to access capital markets for funding, or a sharp rise in our cost of capital could adversely affect our ability to meet these future obligations.

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We are dependent upon the success of the multifamily real estate sector and conditions that negatively impact the multifamily sector may reduce demand for our products and services and materially and adversely affect us.

We provide commercial real estate financial products and services primarily to developers and owners of multifamily properties. Accordingly, the success of our business is closely tied to the overall success of the multifamily real estate market. Various changes in real estate conditions may impact the multifamily sector. Any negative trends in such real estate conditions may reduce demand for our products and services and, as a result, adversely affect our results of operations. These conditions include:

● an oversupply of, or a reduction in demand for, multifamily housing;

● a change in policy or circumstances that may result in a significant number of current and/or potential residents of multifamily properties deciding to purchase homes instead of renting;

● rent control, rent forbearance, or stabilization laws, or other laws regulating multifamily housing, which could affect the profitability or values of multifamily developments;

● the inability of residents and tenants to pay rent;

● changes in the tax code related to investment real estate;

● increased competition in the multifamily sector based on considerations such as the attractiveness, location, rental rates, amenities, and safety record of various properties; and

● increased operating costs, including increased real property taxes, maintenance, insurance, and utilities costs.

Moreover, other factors may adversely affect the multifamily sector, including general business, economic and market conditions, fluctuations in the real estate and debt capital markets, changes in government fiscal and monetary policies, regulations and other laws, rules and regulations governing real estate, zoning or taxes, changes in interest rate levels, the potential liability under environmental and other laws, and other unforeseen events. Any or all of these factors could negatively impact the multifamily sector and, as a result, reduce the demand for our products and services. Any such reduction could materially and adversely affect us.

The loss of our key management could result in a material adverse effect on our business and results of operations.

Our future success depends to a significant extent on the continued services of our senior management, particularly William Walker, our Chairman and Chief Executive Officer. The loss of the services of any of these individuals could have a material adverse effect on our business and results of operations. We maintain a robust succession planning process for all of our senior management and regularly update our Board on such developments. In addition, we maintain “key person” life insurance only on Mr. Walker, and the insurance proceeds from such insurance may be insufficient to cover the cost associated with recruiting a new Chief Executive Officer.

We intend to drive a significant portion of our future growth through additional strategic acquisitions or investments in new ventures and new lines of business.  If we do not successfully identify, complete and integrate such acquisitions or investments, our growth may be limited. Additionally, expansion of our business may place significant demands on our administrative, operational, and financial resources, and the acquired businesses or new ventures may not perform as we expect them to or become profitable.

We intend to pursue continued growth by acquiring or starting complementary businesses, but we cannot guarantee such efforts will be successful or profitable. We do not know whether the favorable conditions that have enabled our past growth through acquisitions and strategic investments will continue. The identification of suitable acquisition candidates and new ventures can be difficult, time consuming and costly, and we may not be able to successfully complete identified acquisitions or investments in new ventures on favorable terms, or at all.

In addition, if our growth continues, it could increase our expenses and place additional demands on our management, personnel, information systems, and other resources. Sustaining our growth could require us to commit additional management, operational and financial resources to maintain appropriate operational and financial systems to adequately support expansion. Acquisitions or new investments also typically involve significant costs related to integrating information technology, accounting, reporting, and management services and rationalizing personnel levels and may require significant time to obtain new or updated regulatory approvals from the Agencies and other federal and state authorities. Negative impacts of acquisitions of new ventures that could have a material and adverse effect on us include diversion of management's attention from the regular operations of our business and potential loss of our key personnel, inability to hire and retain qualified bankers and brokers, and inability to achieve the anticipated benefits of the acquisitions or new investments. There can be no assurance that we will be able to manage any growth effectively and any failure to do so could adversely affect our ability to generate revenue and control our expenses, which could materially and adversely affect us. In addition, future acquisitions or new investments could result in significantly dilutive issuances of equity securities or the incurrence of substantial debt, contingent liabilities, or expenses or other charges, which could also materially and adversely affect us.

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Our future success depends, in part, on our ability to expand or modify our business in response to changing client demands and competitive pressures. In some circumstances, we may determine to do so through the acquisition of complementary businesses or investments in new ventures rather than through internal growth.

There is a risk of unfavorable changes to, or elimination of governmental programs that could limit the product offerings of our affordable housing investment management services.

As discussed above under Part I, Item 1. Business “Our Business—Affordable Housing and Other Commercial Real Estate-related Investment Management Services,” our affordable housing investment management service derives revenue from the syndication of partnership interests in properties eligible for low-income housing tax credits, or LIHTCs. Although the LIHTC programs are a permanent part of the Tax Code and have historically enjoyed broad political support, Congress could repeal or modify the LIHTC provisions at any time or modify the tax laws so that the value of LIHTC benefits is reduced. If the LIHTC provisions are repealed or adversely modified, the results of operations of our Affordable Housing Investment Management Services would be materially adversely affected.

Our role as a sponsor of investment funds and co-developer of affordable properties exposes us to risks of loss.

In connection with the sponsorship of investment funds, we act as a fiduciary to the investors in our investment funds and could be liable in connection with our actions as a fiduciary. We could also be liable to investors in investment funds and third parties as a result of serving as general partner or special limited partner in various investment funds.

As a co-developer of affordable housing properties, we are exposed to development risks associated with the construction and lease-up of affordable housing properties. A failed project could result in financial and liquidity exposure to us for the completion of the project or the disposition of the project at a loss. 

Noncompliance with various legal requirements by the affordable housing partnerships could impair our investors’ right to LIHTCs and have a negative impact on our business.

The ability of investors in tax credit equity funds we sponsor to benefit from LIHTCs requires that the partnerships in which those funds invest operate affordable housing projects in compliance with a number of requirements in the Tax Code and the regulations thereunder. The loss of tax benefits could result under applicable laws if, among other things, the property is not occupied by a minimum percentage of residents whose income falls below specified levels, the level of rent charged to certain residents exceeds certain limits, or the fund's investment in the property is terminated through a sale or foreclosure of the property under certain circumstances. Failure to comply continuously with these requirements throughout a 15-year compliance period could result in loss of the right to those LIHTCs, including recapture of credits that were already taken. While we have no direct liability for such foregone credits, our prospective business and reputation could be negatively impacted by significant and repeated recapture of credits.

Risks Relating to Regulatory Matters

If we fail to comply with the numerous government regulations and program requirements of the Agencies, we may lose our approved lender status with these entities and fail to gain additional approvals or licenses for our business. We are also subject to changes in laws, regulations and existing Agency program requirements, including potential increases in reserve and risk retention requirements that could increase our costs and affect the way we conduct our business, which could materially and adversely affect us.

Our operations are subject to regulation by federal, state, and local government authorities, various laws and judicial and administrative decisions, and regulations and policies of the Agencies. These laws, regulations, rules, and policies impose, among other things, minimum net worth, operational liquidity and collateral requirements. Fannie Mae requires us to maintain operational liquidity based on a formula that considers the balance of the loan and the level of credit loss exposure (level of risk-sharing). Fannie Mae requires us to maintain collateral, which may include pledged securities, for our risk-sharing obligations. The amount of collateral required under the Fannie Mae DUS program is calculated at the loan level and is based on the balance of the loan, the level of risk-sharing, the seasoning of the loan, and our rating.

Regulatory authorities also require us to submit financial reports and to maintain a quality control plan for the underwriting, origination and servicing of loans. Numerous laws and regulations also impose qualification and licensing obligations on us and impose requirements and restrictions affecting, among other things: our loan originations; maximum interest rates, finance charges and other fees that we may charge; disclosures to consumers; the terms of secured transactions; debt collection; personnel qualifications; and other trade practices. We also are subject to inspection by the Agencies and regulatory authorities. Our failure to comply with these requirements could lead to, among other

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things, the loss of a license as an approved Agency lender, the inability to gain additional approvals or licenses, the termination of contractual rights without compensation, demands for indemnification or loan repurchases, class action lawsuits and administrative enforcement actions.

As a registered broker-dealer, one of our subsidiaries is subject to extensive regulation that exposes us to a variety of risks associated with the securities industry.

Broker-dealer and other financial services firms are subject to extensive regulatory requirements under federal and state laws and regulations and self-regulatory organization (“SRO”) rules. One of our subsidiary entities, Zelman Partners, LLC (“Zelman Partners”) is registered with the SEC as a broker-dealer under the Exchange Act and in the states in which Zelman Partners conducts securities business and is a member of FINRA and other SROs. Zelman Partners is subject to regulation, examination and disciplinary action by the SEC, FINRA and state securities regulators, as well as other governmental authorities and SROs with which Zelman Partners is registered or licensed or of which Zelman Partners is a member.

The regulations applicable to broker-dealers depend in part on the nature of the business conducted by the broker-dealer, and generally cover all aspects of the securities business, including, among other things, sales practices, fee arrangements, disclosures to clients, capital adequacy, use and safekeeping of clients’ funds and securities, recordkeeping and reporting and the qualification and conduct of officers, employees and independent contractors. As part of this regulatory scheme, broker-dealers are subject to regular and special examinations by the SEC and FINRA intended to determine their compliance with securities laws, regulations and rules. Following an examination’s conclusion, a broker-dealer may receive a deficiency letter identifying potential compliance or supervisory weaknesses or rule violations which the firm must address. Any such proceeding against Zelman Partners, or any of its associated persons, could harm our reputation, cause us to lose clients or fail to gain new clients and have a material adverse effect on our business.

Our ability to comply with applicable laws, rules and regulations will be largely dependent on our establishment and maintenance of compliance, supervision, recordkeeping and reporting and audit systems and procedures, as well as our ability to attract and retain qualified compliance, audit and risk management personnel. While we have adopted policies and procedures we believe are reasonably designed to comply with applicable laws, rules and regulations, these systems and procedures may not be fully effective, and there can be no assurance that regulators or third parties will not raise material issues with respect to our past or future compliance with applicable regulations.

If we fail to comply with laws, regulations and market standards regarding the privacy, use, and security of customer information, or if we are the target of a successful cyber-attack, we may be subject to legal and regulatory actions and our reputation would be harmed.

We receive, maintain, and store non-public personal information of our customers. The technology and other controls and processes designed to secure our customer information and to prevent, detect, and remedy any unauthorized access to that information were designed to obtain reasonable, not absolute, assurance that such information is secure and that any unauthorized access is identified and addressed appropriately. We, and our service providers, are regularly subject to and expect to continue to experience cyberattacks that are increasingly sophisticated, that are often designed to evade detection, and/or that seek to damage or disrupt our network, as well as those of our service providers, and other information systems. Certain of these cyberattacks have resulted in unauthorized access by third parties to information that we receive, maintain and store in the course of our business. Although these cyberattacks have not resulted in material financial impacts or disruptions to our business, given the accelerating scope, sophistication, and frequency of cyberattacks, there can be no assurance that the incidents we have experienced or any future incident will not materially impact our security, operations and financial results. Future cyberattacks, or the perception thereof, could result in a loss of data, operational disruptions, and even lost business and goodwill. Additionally, we could incur significant costs associated with the recovery from a cyber-attack, and these costs may exceed, or the events to which they relate, may be excluded from, coverage under, our cyber insurance.

If customer information is inappropriately accessed and used by a third party or an employee for illegal purposes, such as identity theft, we may be responsible for any losses the affected applicant or borrower may have incurred as a result of misappropriation. In such an instance, we may be liable to a governmental authority for fines or penalties associated with a lapse in the integrity and security of our customers' information. Additionally, if we are the target of a successful cyberattack, we may experience reputational harm that could impact our standing with our borrowers and adversely impact our financial results.

We regularly update our existing information technology systems and install new technologies when deemed necessary and regularly provide employee awareness training around phishing, malware, and other cyber risks and physical security to address the risk of cyber-attacks and other security breaches. However, such preventative measures may not be sufficient to prevent future cyberattacks or a breach of customer information. Additionally, most of our employees work remotely and will continue to do so for the foreseeable future. While we have designed our controls and processes to operate in a remote working environment, there is a heightened risk such controls and processes may not detect or prevent unauthorized access to our information systems.

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In addition, we need to comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal data in the United States, Europe and elsewhere. For example, the European Union adopted the General Data Protection Regulation (“GDPR”), which became effective on May 25, 2018, and the State of California adopted the California Consumer Privacy Act of 2018 (“CCPA”). Both the GDPR and the CCPA impose additional obligations on companies regarding the handling of personal data and provide certain individual privacy rights to persons whose data is stored. Compliance with existing, proposed and recently enacted laws (including implementation of the privacy and process enhancements called for under the GDPR) and regulations can be costly; any failure to comply with these regulatory standards could subject us to legal and reputational risks.

Risks Related to Our Organization and Structure

Certain provisions of Maryland law could inhibit changes in control.

Certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of deterring a third party from making a proposal to acquire us or of impeding a change in control under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then-prevailing market price of our common stock.

We are subject to the “business combination”  provisions of the MGCL that, subject to limitations, prohibit certain business combinations (including a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities) between us and an “interested stockholder”  (defined generally as any person who beneficially owns 10% or more of our then outstanding voting power of our capital stock or an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of our then outstanding voting power of our then outstanding capital stock) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose fair price or supermajority stockholder voting requirements on these combinations. These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by a board of directors prior to the time that the interested stockholder becomes an interested stockholder.

The “control share”  provisions of the MGCL provide that holders of “control shares” of the Company (defined as shares which, when aggregated with other shares controlled by the stockholder (except solely by virtue of a revocable proxy) entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct and indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding votes entitled to be cast by the acquirer of control shares, our officers and our personnel who are also our directors.

Certain provisions of the MGCL permit our board of directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to adopt certain mechanisms, some of which (for example, a classified board) we do not yet have. These provisions may have the effect of limiting or precluding a third party from making an acquisition proposal for us or of delaying, deferring or preventing a transaction or a change in control of the Company under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then current market price. Our charter contains a provision whereby we elect to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on our board of directors.

Our authorized but unissued shares of common and preferred stock may prevent a change in control of the Company.

Our charter authorizes us to issue additional authorized but unissued shares of common or preferred stock. In addition, our board of directors may, without stockholder approval, amend our charter to increase the aggregate number of shares of our common stock or the number of shares of stock of any class or series that we have authority to issue and classify or reclassify any unissued shares of common or preferred stock and set the preferences, rights and other terms of the classified or reclassified shares. As a result, our board of directors may establish a class or series of common or preferred stock with preferences, powers and rights, voting or otherwise, that are senior to, or otherwise conflict with, the rights of holders of our common stock or that could delay, defer, or prevent a transaction or a change in control of the Company that might involve a premium price for shares of our common stock or otherwise be in the best interests of our stockholders.

Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit our stockholders’ recourse in the event actions are taken that are not in our stockholders’ best interests.

Under Maryland law generally, a director is required to perform his or her duties in good faith, in a manner he or she reasonably believes to be in the best interests of the Company and with the care that an ordinarily prudent person in a like position would use under similar

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circumstances. Under Maryland law, directors are presumed to have acted with this standard of care. In addition, our charter limits the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from:

● actual receipt of an improper benefit or profit in money, property or services; or

● active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated.

Our charter and bylaws obligate us to indemnify our directors and officers for actions taken by them in those capacities to the maximum extent permitted by Maryland law. In addition, we are obligated to advance the defense costs incurred by our directors and officers. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist absent the current provisions in our charter and bylaws.

Our charter contains limitations on our stockholders’ ability to remove our directors, which could make it difficult for our stockholders to effect changes to our management.

Our charter provides that a director may only be removed for cause upon the affirmative vote of holders of two-thirds of the votes entitled to be cast in the election of directors. Vacancies may be filled only by a majority of the remaining directors in office, even if less than a quorum. These requirements make it more difficult to change our management by removing and replacing directors and may delay, defer, or prevent a change in control of the Company that is in the best interests of our stockholders.

We are a holding company with minimal direct operations and rely largely on funds received from our subsidiaries for our cash requirements.

We are a holding company and conduct the majority of our operations through Walker & Dunlop, LLC, our operating company. We do not have, apart from our ownership of this operating company and certain other subsidiaries, any significant independent operations. As a result, we rely on distributions from our operating company to pay any dividends we might declare on shares of our common stock. We also rely largely on distributions from this operating company to meet any of our cash requirements, including our tax liability on taxable income allocated to us and debt payments.

In addition, because we are a holding company, any claims from common stockholders are structurally subordinated to all existing and future liabilities (whether or not for borrowed money) and any preferred equity of our operating company. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our operating company will be able to satisfy the claims of our common stockholders only after all of our and our operating company's liabilities and any preferred equity have been paid in full.

Risks Related to Our Financial Statements

Our financial statements are based in part on assumptions and estimates which, if wrong, could result in unexpected cash and non-cash losses in the future, and our financial statements depend on our internal control over financial reporting.

Pursuant to generally accepted accounting principles in the United States of America (“GAAP”), we are required to use certain assumptions and estimates in preparing our financial statements, including in determining credit loss reserves and the fair value of MSRs, among other items. We make fair value determinations based on internally developed models or other means which ultimately rely to some degree on management judgment. These and other assets and liabilities may have no direct observable price levels, making their valuation particularly subjective as they are based on significant estimation and judgment. Several of our accounting policies are critical because they require management to make difficult, subjective, and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. If assumptions or estimates underlying our financial statements are incorrect, losses may be greater than those expectations.

Our existing goodwill could become impaired, which may require us to take significant non-cash charges.

Under current accounting guidelines, we evaluate our goodwill at each of our reporting units for potential impairment annually or more frequently if circumstances indicate impairment may have occurred. In addition to the annual impairment evaluation, we evaluate at least quarterly whether events or circumstances have occurred in the period subsequent to the annual impairment testing which indicate that it is more likely than not an impairment loss has occurred. Any impairment of goodwill as a result of such analysis would result in a non-cash charge against earnings, which charge could materially adversely affect our reported results of operations, stockholders’ equity, and our stock price.

* * *

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Any factor described in this filing or in any of our other SEC filings could by itself, or together with other factors, adversely affect our financial results and condition. Refer to our quarterly reports on Form 10-Q filed with the SEC in 2023 for material changes to the above discussion of risk factors.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Our principal headquarters are located in Bethesda, Maryland. We believe there is adequate alternative office space available at acceptable rental rates to meet our needs, although adverse movements in rental rates in some markets may negatively affect our results of operations and cash flows when we execute new leases.

Item 3. Legal Proceedings.

In the ordinary course of business, we may be party to various claims and litigation, none of which we believe is material. We cannot predict the outcome of any pending litigation and may be subject to consequences that could include fines, penalties, and other costs, and our reputation and business may be impacted. Our management believes that any liability that could be imposed on us in connection with the disposition of any pending lawsuits would not have a material adverse effect on our business, results of operations, liquidity, or financial condition.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

Our common stock trades on the NYSE under the symbol “WD.” In connection with our initial public offering, our common stock began trading on the NYSE on December 15, 2010. As of the close of business on January 31, 2023, there were 24 stockholders of record. We believe that the number of beneficial holders is much greater.

Dividend Policy

During 2022, our Board of Directors declared, and we paid, four quarterly dividends totaling $2.40 per share. In February 2023, our Board of Directors declared a dividend for the first quarter of 2023 of $0.63 per share, a 5% increase over the dividend declared for the fourth quarter of 2022. We expect to make regular quarterly dividend payments for the foreseeable future.

Our current and projected dividends provide a return to stockholders while retaining sufficient capital to continue investing in the growth of our business. Our Term Loan (defined in Item 7 below) contains direct restrictions on the amount of dividends we may pay, and our warehouse debt facilities and agreements with the Agencies contain minimum equity, liquidity, and other capital requirements that indirectly restrict the amount of dividends we may pay. While the dividend level remains a decision of our Board of Directors, it is subject to these direct and indirect restrictions, and will continue to be evaluated in the context of future business performance. We currently believe that we can support future comparable quarterly dividend payments, barring significant unforeseen events.

Stock Performance Graph

The following chart graphs our performance in the form of a cumulative five-year total return to holders of our common stock since December 31, 2017 in comparison to the Standard and Poor’s (“S&P”) 500 and the S&P 600 Small Cap Financials Index for that same five-year period. We believe that the S&P 600 Small Cap Financials Index is an appropriate index to compare us with other companies in our industry and that it is a widely recognized and used index for which components and total return information are readily accessible to our security holders to assist in their understanding of our performance relative to other companies in our industry.

The comparison below assumes $100 was invested on December 31, 2017 in our common stock and in each of the indices shown and assumes that all dividends were reinvested. Our stock price performance shown in the following graph is not indicative of future performance or relative performance in comparison to the indices.

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Issuer Purchases of Equity Securities

Under the 2020 Equity Incentive Plan, subject to the Company’s approval, grantees have the option of electing to satisfy minimum tax withholding obligations at the time of vesting or exercise by allowing the Company to withhold and purchase the shares of stock otherwise issuable to the grantee. For the quarter and year ended December 31, 2022, we purchased 19 thousand shares and 348 thousand shares, respectively, to satisfy grantee tax withholding obligations on share-vesting events. We announced a share repurchase program in the first quarter of 2022. The repurchase program authorized by our Board of Directors permits us to repurchase up to $75.0 million of shares of our common stock over a 12-month period ending February 12, 2023. We purchased 109 thousand shares under this share repurchase program. The Company had $63.9 million of authorized share repurchase capacity remaining as of December 31, 2022. In February 2023, our Board of Directors authorized the repurchase of up to $75.0 million of shares of our common stock over a 12-month period beginning on February 23, 2023.

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The following table provides information regarding common stock repurchases for the quarter and year ended December 31, 2022:

				Total Number of	Approximate
				Shares Purchased as	Dollar Value
	Total Number	Average		Part of Publicly	of Shares that May
	of Shares	Price Paid		Announced Plans	Yet Be Purchased Under
Period	Purchased	per Share		or Programs	the Plans or Programs
1st Quarter	195,431	$	138.28	—
2nd Quarter	119,303	$	103.09	109,052
3rd Quarter	13,899	$	103.31	—
October 1-31, 2022	3,093	$	83.73	—	$	63,901,743
November 1-30, 2022	51		90.04	—		63,901,743
December 1-31, 2022	16,249		80.89	—		63,901,743
4th Quarter	19,393	$	81.36	—	$	63,901,743
Total	348,026			109,052

Securities Authorized for Issuance Under Equity Compensation Plans

For information regarding securities authorized for issuance under our employee share-based compensation plans, see Part III, Item 12.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the historical financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K. The following discussion contains, in addition to historical information, forward-looking statements that include risks and uncertainties. Our actual results may differ materially from those expressed or contemplated in those forward-looking statements as a result of certain factors, including those set forth under the headings “Forward-Looking Statements” and “Risk Factors” elsewhere in this Annual Report on Form 10-K.

Business

Walker & Dunlop, Inc. is a holding company, and we conduct the majority of our operations through Walker & Dunlop, LLC, our primary operating company.

We are one of the leading commercial real estate services and finance companies in the United States, with a primary focus on multifamily lending and property sales, commercial real estate debt brokerage, and affordable housing investment management. We originate, sell, and service a range of multifamily and other commercial real estate financing products to owners and developers of commercial real estate across the country, provide multifamily property sales brokerage and appraisal services in various regions throughout the United States, and engage in commercial real estate and affordable housing investment management activities. We are a leader in commercial real estate technology, developing and acquiring technology resources that (i) provide innovative solutions and a better experience for our customers and (ii) allow us to reach a broader customer base.

We originate and sell multifamily loans through the programs of Fannie Mae, Freddie Mac, Ginnie Mae, and HUD, with which we have licenses and long-established relationships. We retain servicing rights and asset management responsibilities on nearly all loans that we originate for the Agencies’ programs. We are approved as a Fannie Mae DUS lender nationally, a Freddie Mac Optigo lender nationally for Conventional, Seniors Housing, Targeted Affordable Housing and Small Balance Loans, a HUD MAP lender nationally, a HUD LEAN lender nationally, and a Ginnie Mae issuer. We broker and service loans for many life insurance companies, commercial banks, and other institutional investors, in which cases we do not fund the loan but rather act as a loan broker. Fannie Mae recently announced that we ranked as its largest DUS lender in 2022, by loan deliveries, for the fourth consecutive year, and Freddie Mac recently announced that we ranked as its 3rd largest Freddie Mac lender in 2022, by loan deliveries. Our market share with Fannie Mae and Freddie Mac grew to 12.7% on a combined basis, by loan deliveries, elevating us to the largest lender with the GSEs for the first time in our Company’s history. Additionally, we were the 2^nd largest overall lender for HUD in 2022 based on initial endorsements.

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We fund loans for the Agencies’ programs, generally through warehouse facility financings, and sell them to investors in accordance with the related loan sale commitment, which we obtain at rate lock. Proceeds from the sale of the loan are used to pay off the warehouse facility. The sale of the loan is typically completed within 60 days after the loan is closed, and we retain the right to service substantially all of these loans. In cases where we do not fund the loan, we act as a loan broker and service some of the loans. Our mortgage bankers who focus on loan brokerage are engaged by borrowers to work with a variety of institutional lenders to find the most appropriate loan. These loans are then funded directly by the institutional lender, and for those brokered loans we service, we collect ongoing servicing fees while those loans remain in our servicing portfolio. The servicing fees we typically earn on brokered loan transactions are substantially lower than the servicing fees we earn on Agency loans.

We recognize revenue when we make simultaneous commitments to originate a loan to a borrower and sell that loan to an investor. The revenues earned reflect the fair value attributable to loan origination fees, premiums on the sale of loans, net of any co-broker fees, and the fair value of the expected net cash flows associated with servicing the loans, net of any guaranty obligations retained. We also recognize revenue when we receive the origination fee from a brokered loan transaction. Other transaction-related sources of revenue include (i) net warehouse interest income we earn while the loan is held for sale, (ii) net warehouse interest income from loans held for investment while they are outstanding, (iii) sales commissions for brokering the sale of multifamily properties, and (iv) syndication and transaction-based asset management fees from our investment management activities.

We retain servicing rights on substantially all the loans we originate and sell and generate revenues from the fees we receive for servicing the loans, from the interest income on escrow deposits held on behalf of borrowers, and from other ancillary fees. Servicing fees set at the time an investor agrees to purchase the loan are generally paid monthly for the duration of the loan and are based on the unpaid principal balance of the loan. Our Fannie Mae and Freddie Mac servicing arrangements generally provide for prepayment to us in the event of a voluntary prepayment. For loans serviced outside of Fannie Mae and Freddie Mac, we typically do not have similar prepayment protections.

We are currently not exposed to unhedged interest rate risk during the loan commitment, closing, and delivery process. The sale or placement of each loan to an investor is negotiated concurrently with establishing the coupon rate for the loan. We also seek to mitigate the risk of a loan not closing. We have agreements in place with the Agencies that specify the cost of a failed loan delivery in the event we fail to deliver the loan to the investor. To protect us against such fees, we require a deposit from the borrower at rate lock that is typically more than the potential fee. The deposit is returned to the borrower only once the loan is closed. Any potential loss from a catastrophic change in the property condition while the loan is held for sale using warehouse facility financing is mitigated through property insurance equal to replacement cost. We are also protected contractually from an investor’s failure to purchase the loan. We have experienced a de minimis number of failed deliveries in our history and have incurred immaterial losses on such failed deliveries.

We have risk-sharing obligations on substantially all loans we originate under the Fannie Mae DUS program. When a Fannie Mae DUS loan is subject to full risk-sharing, we absorb losses on the first 5% of the unpaid principal balance of a loan at the time of loss settlement, and above 5% we share a percentage of the loss with Fannie Mae, with our maximum loss capped at 20% of the original unpaid principal balance of the loan (subject to doubling or tripling if the loan does not meet specific underwriting criteria or if the loan defaults within 12 months of its sale to Fannie Mae). Our full risk-sharing is currently limited to loans up to $300 million, which equates to a maximum loss per loan of $60 million (such exposure would occur in the event that the underlying collateral is determined to be completely without value at the time of loss). For loans in excess of $300 million, we receive modified risk-sharing. We also may request modified risk-sharing at the time of origination on loans below $300 million, which reduces our potential risk-sharing losses from the levels described above if we do not believe that we are being fully compensated for the risks of the transactions. The full risk-sharing limit in prior years was less than $300 million. Accordingly, loans originated in those prior years were subject to risk-sharing at much lower levels. Our servicing fees for risk-sharing loans include compensation for the risk-sharing obligations and are larger than the servicing fees we receive from Fannie Mae for loans with no risk-sharing obligations.

Our Interim Program offers floating-rate, interest-only loans for terms of generally up to three years to experienced borrowers seeking to acquire or reposition multifamily properties that do not currently qualify for permanent financing. We underwrite, asset-manage, and service all loans executed through the Interim Program. The ultimate goal of the Interim Program is to provide permanent Agency financing on these transitional properties. The Interim Program has two distinct executions: the Interim Program JV and the Interim Loan Program.

The Interim Program JV assumes full risk of loss while the loans it originates are outstanding. We hold a 15% ownership interest in the Interim Program JV and are responsible for sourcing, underwriting, servicing, and asset-managing the loans originated by the joint venture. The joint venture funds its operations using a combination of equity contributions from its owners and third-party credit facilities.

We originate and hold the Interim Loan Program loans for investment, which are included on our balance sheet. During the time that these loans are outstanding, we assume the full risk of loss. As of December 31, 2022, we had nine loans held for investment under the Interim Loan Program with an aggregate outstanding unpaid principal balance of $206.8 million. One loan with a balance of $14.7 million is currently in default.

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During the year ended December 31, 2022, $86.3 million of the $339.1 million of interim loan originations were executed through the joint venture, with the remainder originated through our Interim Loan Program. During the year ended December 31, 2021, $860.0 million of the $1.4 billion of interim loan originations were executed through the joint venture. As of December 31, 2022 and 2021, we asset-managed $892.8 million and $848.2 million, respectively, of interim loans on behalf of the Interim Program JV.

Through WDIS, we offer property sales brokerage services to owners and developers of multifamily properties that are seeking to sell these properties. Through these property sales brokerage services, we seek to maximize proceeds and certainty of closure for our clients using our knowledge of the commercial real estate and capital markets and relying on our experienced transaction professionals. Our property sales services are offered in various regions throughout the United States. We have added several property sales brokerage teams over the past few years and continue to seek to add other property sales brokers, with the goal of continuing to expand the depth and number of regions covered by our brokerage services.

WDIP, a wholly owned subsidiary of the Company, is part of our strategy to grow and diversify the Company by growing our investment management platform. WDIP is a registered investment adviser and general partner of private commercial real estate investment funds focused on the management of debt, preferred equity, and mezzanine equity investments through private middle-market commercial real estate funds and separately managed accounts. WDIP’s current AUM of $1.4 billion primarily consist of four sources: Fund III, Fund IV, Fund V, and Fund VI (collectively, the “Funds”), and separate accounts managed for life insurance companies. AUM for the Funds and for the separate accounts consists of both unfunded commitments and funded investments. Unfunded commitments are highest during the fund raising and investment phases. AUM disclosed in this Annual Report on Form 10-K may differ from regulatory assets under management disclosed on WDIP’s Form ADV.

WDIP typically receives management fees based on limited partner capital commitments, unfunded investment commitments, and funded investments. Additionally, with respect to Fund III, Fund IV, Fund V and Fund VI, WDIP receives a percentage of the profits above the fund expenses and preferred return specified in the fund offering agreements.

Through Alliant, we are the 6^th largest tax credit syndicator in the U.S., and an affordable housing developer. Alliant is part of our strategy to grow our investment management platform and to strengthen our position in the affordable housing space. Alliant manages $14.5 billion of affordable AUM and has an established tax syndication and affordable housing development platform from which we earn investment management, syndication, and other LIHTC related fees.

As of December 31, 2022, our servicing portfolio was $123.1 billion, up 6% from December 31, 2021, which was the 8^th largest commercial/multifamily primary and master servicing portfolio in the nation according to the Mortgage Bankers’ Association’s (“MBA”) 2022 year-end survey (the “Survey”). Our servicing portfolio includes $59.2 billion of loans serviced for Fannie Mae and $37.8 billion for Freddie Mac, making us the 1^st and 4^th largest servicer of Fannie Mae and Freddie Mac multifamily loans in the nation, respectively, according to the Survey. Also included in our servicing portfolio is $9.9 billion of multifamily HUD loans, the 4^th largest HUD primary and master servicing portfolio in the nation according to the Survey.

The average number of our mortgage bankers decreased from 163 during 2021 to 161 during 2022 due to voluntary turnover and a slowing in hiring initiatives in line with the slowdown in our debt financing volumes due to the macroeconomic conditions, from a total of $48.9 billion during 2021 to a total of $43.7 billion during 2022.

Basis of Presentation

The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries, and all intercompany transactions have been eliminated.

Critical Accounting Estimates

Our consolidated financial statements have been prepared in accordance with GAAP, which requires management to make estimates based on certain judgments and assumptions that are inherently uncertain and affect reported amounts. The estimates and assumptions are based on historical experience and other factors management believes to be reasonable. Actual results may differ from those estimates and assumptions and the use of different judgments and assumptions may have a material impact on our results. The following critical accounting estimates involve significant estimation uncertainty that may have or are reasonably likely to have a material impact on our financial condition or results of operations. Additional information about our critical accounting estimates and other significant accounting policies are discussed in NOTE 2 of the consolidated financial statements.

Mortgage Servicing Rights (“MSRs”). MSRs are recorded at fair value at loan sale. The fair value at loan sale (“MSR”) is based on estimates of expected net cash flows associated with the servicing rights and takes into consideration an estimate of loan prepayment. Initially,

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the fair value amount is included as a component of the derivative asset fair value at the loan commitment date. The estimated net cash flows from servicing, which includes assumptions for discount rate, escrow earnings, prepayment speed, and servicing costs, are discounted at a rate that reflects the credit and liquidity risk of the MSR over the estimated life of the underlying loan. The discount rates used throughout the periods presented for all MSRs were between 8-14% during 2022 and 2021 and 10-15% during 2020 and varied based on the loan type. The life of the underlying loan is estimated giving consideration to the prepayment provisions in the loan and assumptions about loan behaviors around those provisions. Our model for MSRs assumes no prepayment prior to the expiration of the prepayment provisions and full prepayment of the loan at or near the point when the prepayment provisions have expired. The estimated net cash flows also include cash flows related to the future earnings on the escrow accounts associated with servicing the loans that are based on an escrow earnings rate assumption. We include a servicing cost assumption to account for our expected costs to service a loan. The servicing cost assumption has had a de minimus impact on the estimate historically. We record an individual MSR asset (or liability) for each loan at loan sale.

The assumptions used to estimate the fair value of capitalized MSRs are developed internally and are periodically compared to assumptions used by other market participants. Due to the relatively few transactions in the multifamily MSR market and the lack of significant changes in assumptions by market participants, we have experienced limited volatility in the assumptions historically, including the assumption that most significantly impacts the estimate: the discount rate. We do not expect to see significant volatility in the assumptions for the foreseeable future. We actively monitor the assumptions used and make adjustments to those assumptions when market conditions change, or other factors indicate such adjustments are warranted. Over the past two years, we have adjusted the escrow earnings rate assumption several times to reflect the current and expected future earnings rate projected for the life of the MSR. Additionally, we adjusted the discount rate at the beginning of 2021 to mirror changes observed from market participants. We engage a third party to assist in determining an estimated fair value of our existing and outstanding MSRs on at least a semi-annual basis. Changes in our discount rate assumptions may materially impact the fair value of the MSRs (NOTE 3 of the consolidated financial statements details the portfolio-level impact of a change in the discount rate).

Allowance for Risk-Sharing Obligations. This reserve liability (referred to as “allowance”) for risk-sharing obligations relates to our Fannie Mae at-risk servicing portfolio and is presented as a separate liability on our balance sheets. We record an estimate of the loss reserve for the current expected credit losses (“CECL”) for all loans in our Fannie Mae at-risk servicing portfolio using the weighted-average remaining maturity method (“WARM”). WARM uses an average annual loss rate that contains loss content over multiple vintages and loan terms and is used as a foundation for estimating the CECL reserve. The average annual loss rate is applied to the estimated unpaid principal balance over the contractual term, adjusted for estimated prepayments and amortization to arrive at the CECL reserve for the entire current portfolio as described further below. We currently use one year for our reasonable and supportable forecast period (“forecast period”) as we believe forecasts beyond one year are inherently less reliable. During the forecast period we apply an adjusted loss factor based on economic and unemployment forecasts from a market survey and a blended loss rate from historical periods that we believe reflect the forecast from the survey. We revert to the historical loss rate over a one-year period on a straight-line basis. Over the past couple of years, the loss rate used in the forecast period has been updated to reflect our expectations of the economic conditions over the coming year in relation to the historical period. For example, in the second quarter of 2022, we updated the loss rate used in the forecast period from three basis points to 2.2 basis points and made multiple revisions after the onset of the pandemic in 2020. Changes in the loss rate used in the forecast period have significantly impacted the estimate in the past.

One of the key components of a WARM calculation is the runoff rate, which is the expected rate at which loans in the current portfolio will amortize and prepay in the future based on our historical prepayment and amortization experience. We group loans by similar origination dates (vintage) and contractual maturity terms for purposes of calculating the runoff rate. We originate loans under the DUS program with various terms generally ranging from several years to 15 years; each of these various loan terms has a different runoff rate. The runoff rates applied to each vintage and contractual maturity term is determined using historical data; however, changes in prepayment and amortization behavior may significantly impact the estimate. We have not experienced significant changes in the runoff rate since we implemented CECL in 2020.

The weighted-average annual loss rate is calculated using a 10-year look-back period, utilizing the average portfolio balance and settled losses for each year. A 10-year period is used as we believe that this period of time includes sufficiently different economic conditions to generate a reasonable estimate of expected results in the future, given the relatively long-term nature of the current portfolio. As the weighted-average annual loss rate utilizes a rolling 10-year look-back period, the loss rate used in the estimate will change as loss data from earlier periods in the look-back period continue to fall off and as new loss data are added. For example, in the first quarter of 2022, loss data from earlier periods in the look-back period fell off and were replaced with more recent loss data, resulting in the weighted-average annual loss rate changing from 1.8 basis points to 1.2 basis points. Changes in our expectations and forecasts have materially impacted, and in the future may materially impact, the estimate. Based on our historical loss data, our historical loss rate will decrease again in 2023, which may result in lower CECL reserves. In 2022, we had our first loss settlement in six years.

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NOTE 4 of the consolidated financial statements outlines adjustments made in the loss rates used to account for the expected economic conditions as of a given period and the related impact on the estimate.

We evaluate our risk-sharing loans on a quarterly basis to determine whether there are loans that are probable of default. Specifically, we assess a loan’s qualitative and quantitative risk factors, such as payment status, property financial performance, local real estate market conditions, loan-to-value ratio, debt-service-coverage ratio, and property condition. When a loan is determined to be probable of default based on these factors, we remove the loan from the WARM calculation and individually assess the loan for potential credit loss. This assessment requires certain judgments and assumptions to be made regarding the property values and other factors, that may differ significantly from actual results. Loss settlement with Fannie Mae has historically concluded within 18 to 36 months after foreclosure. Historically, the initial collateral-based reserves have not varied significantly from the final settlement.

We actively monitor the judgments and assumptions used in our Allowance for Risk-Sharing Obligation estimate and make adjustments to those assumptions when market conditions change, or when other factors indicate such adjustments are warranted. We believe the level of Allowance for Risk-Sharing Obligation is appropriate based on our expectations of future market conditions; however, changes in one or more of the judgments or assumptions used above could have a significant impact on the estimate.

Contingent Consideration Liabilities. The Company typically includes an earnout as part of the consideration paid for acquisitions to align the long-term interests of the acquiree with the Company. These earnouts contain milestones for achievement, which typically are revenue, revenue-like, or productivity measurements. If the milestone is achieved, the acquiree is paid the additional consideration. Upon acquisition, the Company is required to estimate the fair value of the earnout and include that fair value measurement as a component of the total consideration paid in the calculation of goodwill. The fair value of the earnout is recorded as a contingent consideration liability and included within Other liabilities in the Consolidated Balance Sheet and adjusted to the estimated fair value at the end of each reporting period.

The determination of the fair value of contingent consideration liabilities requires significant management judgment and unobservable inputs to (i) determine forecasts and scenarios of future revenues, net cash flows and certain other performance metrics, (ii) assign a probability of achievement for the forecasts and scenarios, and (iii) select a discount rate. A Monte Carlo simulation analysis is used to determine many iterations of potential fair values. The average of these iterations is then used to determine the estimated fair value. We typically obtain the assistance of third-party valuation specialists to assist with the fair value estimation. The probability of the earnout achievement is based on management’s estimate of the expected future performance and other financial metrics of each of the acquired entities, which are subject to significant uncertainty. Changes to the aforementioned inputs impact the estimate; for example, in the fourth quarter of 2022, we recorded a net $13.5 million reduction to the fair value of our contingent consideration liabilities based primarily on revised management forecasts of the financial performance of the entities over the remaining earnout period.

The aggregate fair value of our contingent consideration liabilities as of December 31, 2022 was $200.3 million. This fair value represents management’s best estimate of the discounted cash payments that will be made in the future for all of our contingent consideration arrangements. The maximum remaining undiscounted earnout payments as of December 31, 2022 was $319 million. Over the past two years, we have made two large acquisitions that included significant amounts of contingent consideration to maximize alignment of the key principals and management teams. The earnouts completed prior to 2021 involved businesses that operated in our core debt financing business and involved substantially smaller amounts of contingent consideration as compared to the two aforementioned acquisitions.

Goodwill. As of December 31, 2022 and December 31, 2021, we reported goodwill of $959.7 million and $698.6 million, respectively. Goodwill represents the excess of cost over the identifiable net assets of businesses acquired. Goodwill is assigned to the reporting unit to which the acquisition relates. Goodwill is recognized as an asset and is reviewed for impairment annually on October 1. Between the annual evaluation time, we will perform an evaluation of recoverability, when events and circumstances indicate that it is more-likely-than not that the fair value of a reporting unit is below its carrying value. Impairment testing requires an assessment of qualitative factors to determine if there are indicators of potential impairment, followed by, if necessary, an assessment of quantitative factors. These factors include, but are not limited to, whether there has been a significant or adverse change in the business climate that could affect the value of an asset and/or significant or adverse changes in cash flow projections or earnings forecasts. These assessments require management to make judgments, assumptions, and estimates about projected cash flows, discount rates and other factors. As of December 31, 2022, we continue to believe the goodwill at each of our reporting units is not impaired.

Overview of Current Business Environment

The market’s transition from a historically low interest rate environment to a rising interest rate environment disrupted certain sectors of the lending market, with the most acute impacts felt initially in the consumer lending sector (e.g., residential mortgages, auto lending, and consumer credit). Although the commercial real estate debt and property sales markets began the year strong, volatility in long-term interest

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rates disrupted certain segments of the commercial real estate lending environment during the second half of 2022, particularly during the fourth quarter. Despite this volatility, our total transaction volumes only decreased 7% from 2021, with the largest decreases in our debt brokerage (13%) and HUD originations (52%). The decrease in total transaction volumes was partially offset by an increase in our GSE lending (5%) and multifamily property sales (2%).

Beginning in May 2022, the Federal Reserve’s stance on inflation became more aggressive with seven consecutive increases in the Federal Funds Rate totaling 4.25%, which brought the rate to a target range of 4.50% to 4.75% as of January 2023. The Federal Reserve continues to signal that it anticipates additional increases in the target range and will continue the reduction of its holdings in Treasury securities and Agency mortgage-backed securities (“Agency MBS”) until the inflation rate returns to the Federal Reserve’s long-term target. Both of these actions by the Federal Reserve have resulted in a significant increase in medium to long-term mortgage interest rates, which form the basis of most of our lending.

As the Federal Reserve continues to combat inflation by increasing interest rates, we expect commercial real estate debt and property sales transaction activity to slow down from peaks earlier in the year 2022. Certain products were impacted more than others, with debt brokerage executions in non-multifamily assets classes being impacted the most, as banks and life insurance companies continued to pull back and potentially increase capital reserves in the short-term. However, we anticipate Agency lending volumes to remain steady going into 2023 as the Agencies provide liquidity in countercyclical markets. When the broader capital markets tighten, the Agencies historically step in to provide liquidity to the multifamily borrowing community as they did throughout 2020 and the second half of 2021, and as one of the largest providers of capital to the multifamily sector, we are well positioned. As interest rates increased rapidly over the last several months, and liquidity in the capital markets tightened, we have experienced declines in credit spreads to offset a portion of the interest rate increases. Although our lending activity with the Agencies is expected to remain stable going into 2023, the servicing fees on new loans and associated profitability of those executions is expected to remain at relatively lower than historical levels, consistent with the second half of 2022. We are a market-leading originator with the Agencies, and we believe our market leadership positions us well to continue gaining market share and remain a significant lender with the Agencies for the foreseeable future.

Despite significant market volatility caused by geopolitical risks, high inflation rate, rapidly rising interest rates, multifamily property fundamentals remain healthy. According to RealPage, a provider of commercial real estate data and analytics, vacancies have risen from their March 2022 lows to 5.0% as of December 2022 and are expected to increase in the coming months; however, national vacancy rates still remain below historical averages. Additionally, rent collections remain strong at pre-pandemic levels and increased year-over-year, despite inflationary pressures and high rent growth over the past two years. Also, the national unemployment rate continues to fall, reaching a pre-pandemic low of 3.5% as of December 2022. We believe the unemployment rate is an important determinant of future multifamily property performance.

The FHFA establishes loan origination caps for both Fannie Mae and Freddie Mac each year. In November 2022, the FHFA established Fannie Mae’s and Freddie Mac’s 2023 loan origination caps at $75 billion each for all multifamily business, a 4% decrease from the 2022 caps. During 2022, Fannie Mae and Freddie Mac had multifamily origination volumes of $69.2 billion and $72.8 billion, respectively, down 0.3% and up 3.7%, respectively, from 2021. The decline in the GSEs’ origination volumes was primarily driven by the volatile and uncertain macroeconomic conditions in 2022. The decrease to the GSEs’ lending caps in 2023 is not expected to have a material impact on the competitiveness of either Fannie Mae or Freddie Mac, as they continue to have sufficient capital to meet market demand.

Our multifamily property sales volumes grew slightly during the year as we had strong volumes during the first half of 2022 as (i) the multifamily acquisitions market was very active during the first half of the year, and (ii) we expanded the number of property sales brokers and the geographical reach of our property sales platform. The strong volumes in the first half were offset by slowdowns in volumes during the second half of 2022, due to the macroeconomic conditions discussed above. Long term, we believe the market fundamentals will continue to be positive for multifamily property sales. Over the last several years, household formation and a dearth of supply of entry-level single-family homes led to strong demand for rental housing in many geographic areas. Consequently, the fundamentals of the multifamily property sales market were strong prior to the pandemic, and, when combined with high occupancy and retention rates and rising real-estate prices, it is our expectation that market demand for multifamily property sales will remain strong as this asset class remains an attractive investment option.

Our debt brokerage platform had lower volumes in 2022 compared to 2021 due to a substantial decrease in the transaction volume in the second half of the year because of the volatile interest rate environment that in turn drove a pullback of liquidity from banks, life insurance companies, and securitization markets. As the interest rate environment begins to stabilize, we expect liquidity to slowly return to the market.

As noted above, our debt financing operations with HUD declined during 2022. HUD loan volumes accounted for 2.6% total debt financing volumes in 2022 compared to 4.8% in 2021. The decline in HUD debt financing volumes as a percentage of our total debt financing volumes was driven by lower aggregate HUD lending volumes industry-wide, as the increasing interest-rate environment discussed above more acutely impacted the HUD product given the longer lead times associated with HUD executions.  

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Our originations with the Agencies are our most profitable executions as they provide significant non-cash gains from MSRs that turn into significant cash revenue streams from future servicing fees. During the year ended December 31, 2022, servicing fees were up 8% compared to the year ended December 31, 2021, due to the $7.4 billion increase in the servicing portfolio unpaid principal balance (“UPB”). A decline in our Agency originations would negatively impact our financial results, as our non-cash revenues would decrease disproportionately with debt financing volume and future servicing fee revenue would be constrained or decline.

We entered into the Interim Program JV to both increase the overall capital available to transitional multifamily properties and to dramatically expand our capacity to originate Interim Program loans. The demand for transitional lending has brought increased competition from lenders, specifically banks, mortgage real estate investment trusts, and life insurance companies. For the year ended December 31, 2022, we originated $86.3 million of Interim Program JV loans, compared to $860.0 million of originations in 2021. The volatile macroeconomic conditions led us to reduce our lending activity on transitional assets. We expect our lending volumes for transitional assets to remain low until economic conditions normalize. Except for one loan that defaulted in early 2019, the loans in our portfolio and in the Interim Program JV continue to perform as agreed.

Our subsidiary, Alliant, which provides alternative investment management services focused on the affordable housing sector through LIHTC syndication, joint venture development, and community preservation fund management remains the 6^th largest LIHTC syndicator despite the economic challenges mentioned above. We continue to approach the affordable housing space with a combined LIHTC syndication and affordable housing service offering that we believe will generate significant financing, property sales, and syndication opportunities. Additionally, as part of FHFA’s 2023 loan origination caps of $150 billion announced in November 2022, at least 50% of the GSEs’ multifamily business is required to be targeted towards affordable housing. We expect these initiatives will create additional growth opportunities for both Alliant and our debt financing and property sales teams focused on affordable housing.

Factors That May Impact Our Operating Results

We believe that our results are affected by a number of factors, including the items discussed below.

● Performance of Multifamily and Other Commercial Real Estate Related Markets.  Our business is dependent on the general demand for, and value of, commercial real estate and related services, particularly multifamily, which are sensitive to long-term mortgage interest rates and other macroeconomic conditions and the continued existence of the GSEs. Demand for multifamily and other commercial real estate generally increases during stronger economic environments, resulting in increased property values, transaction volumes, and loan origination volumes. During weaker economic environments, multifamily and other commercial real estate may experience higher property vacancies, lower demand and reduced values. These conditions can result in lower property transaction volumes and loan originations, as well as an increased level of servicer advances and losses from our Fannie Mae DUS risk-sharing obligations and our interim lending program.

● The Level of Losses from Fannie Mae Risk-Sharing Obligations.  Under the Fannie Mae DUS program, we share risk of loss on most loans we sell to Fannie Mae. In the majority of cases, we absorb the first 5% of any losses on the loan’s unpaid principal balance at the time of loss settlement, and above 5% we share a percentage of the loss with Fannie Mae, with our maximum loss generally capped at 20% of the loan’s unpaid principal balance on the origination date. As a result, a rise in defaults could have a material adverse effect on us.

● The Price of Loans in the Secondary Market.  Our profitability is determined in part by the price we are paid for the loans we originate. A component of our origination related revenues is the premium we recognize on the sale of a loan. Stronger investor demand typically results in larger premiums while weaker demand results in little to no premium.

● Market for Servicing Commercial Real Estate Loans.  Servicing fee rates for new loans are set at the time we enter into a loan sale commitment based on origination fees, competition, prepayment rates, and any risk-sharing obligations we undertake. Changes in servicing fee rates impact the value of our MSRs and future servicing revenues, which could impact our profit margins and operating results immediately and over time.

● The Overall Loan Origination Mix.  The loan product mix we originate can significantly impact our overall operating results. For example, an increase in loan origination volume for our two highest-margin products, Fannie Mae and HUD loans, without a change in total loan origination volume would increase our overall profitability, while a decrease in the loan origination volume of these two products without a change in total loan origination volume would decrease our overall profitability, all else equal.

● The Affordable Housing Market. The profitability of our LIHTC operations is impacted by the demand for and the financial performance of the affordable housing market and the continued existence of income tax credits for these properties. For example,

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we earn syndication fees based on new funds we are able to syndicate for investors and asset management fees based on performance of the underlying LIHTC properties and dispositions of these properties. Strong demand for LIHTC properties typically results in opportunities for syndication of LIHTC funds and high prices for dispositions.

Revenues

Loan Origination and Debt Brokerage Fees, net. Loan origination fee revenue is recognized when we record a derivative asset upon the simultaneous commitments to originate a loan with a borrower and sell to an investor or when a loan that we broker closes with the institutional lender. The commitment asset related to the loan origination fee is recognized at fair value, which reflects the fair value of the contractual loan origination related fees and any sale premiums, net of co-broker fees. Also included in revenues from loan origination activities are changes to the fair value of loan commitments, forward sale commitments, and loans held for sale that occur during their respective holding periods. Upon sale of the loans, no gains or losses are recognized as these loans are recorded at fair value during their holding periods.

Brokered loans tend to have lower origination fees because they often require less time to execute, there is more competition for brokerage assignments, and because the borrower will also have to pay an origination fee to the institutional lender.

Premiums received on the sale of a loan result when a loan is sold to an investor for more than its face value. There are various reasons investors may pay a premium when purchasing a loan. For example, the fixed rate on the loan may be higher than the rate of return required by an investor or the characteristics of a particular loan may be desirable to an investor. We do not receive premiums on brokered loans.

Fair Value of Expected Net Cash Flows from Servicing, net. Revenue related to expected net cash flows from servicing is recognized at the loan commitment date, similar to the loan origination fees, as described above. The derivative asset is recognized at fair value, which reflects the estimated fair value of the expected net cash flows associated with the servicing of the loan, reduced by the estimated fair value of any guaranty obligations to be assumed. MSRs and guaranty obligations are recognized as assets and liabilities, respectively, upon the sale of the loans.

MSRs are recorded at fair value upon loan sale. The fair value is based on estimates of expected net cash flows associated with the servicing rights. The estimated net cash flows are discounted at a rate that reflects the credit and liquidity risk of the MSR over the estimated life of the loan.

The “Critical Accounting Policies and Estimates” section above and NOTE 2 of the consolidated financial statements provide additional details of the accounting for these revenues.

Servicing Fees.  We service nearly all loans we originate and some loans we broker. We earn servicing fees for performing certain loan servicing functions such as processing loan, tax, and insurance payments and managing escrow balances. Servicing generally also includes asset management functions, such as monitoring the physical condition of the property, analyzing the financial condition and liquidity of the borrower, and performing loss mitigation activities as directed by the Agencies.

Our servicing fees on loans we originate provide a stable revenue stream. They are based on contractual terms, are earned over the life of the loan, and are generally not subject to significant prepayment risk. Our Fannie Mae and Freddie Mac servicing agreements provide for prepayment fees in the event of a voluntary prepayment. Accordingly, we currently do not hedge our servicing portfolio for prepayment risk. Any prepayment fees received are included in Other revenues.

HUD has the right to terminate our current servicing engagements for cause. In addition to termination for cause, Fannie Mae and Freddie Mac may terminate our servicing engagements without cause by paying a termination fee. Institutional investors typically may terminate our servicing engagements for brokered loans at any time with or without cause, without paying a termination fee.

Property sales broker fees. We earn property broker sales fee revenue when our investment sales team completes the sale of a multifamily investment property or land real estate. The amount of the property sales brokers fees we earn is based upon a percentage of the final sale price of the investment sold.

Investment management fees. We manage invested capital from third-party investors through an investment fund structure. The capital placed into the investment fund is utilized to make investments in multifamily investment opportunities, primarily as equity in market-rate or LIHTC generating multifamily properties. We earn an investment management or asset management fee based on a contractual percentage of the invested capital. For market-rate investments, we earn and collect the investment management fees through the returns of the investment funds. For LIHTC investments, we collect the asset management fees (“AMF”) through the combination of current payments and asset dispositions. NOTE 2 of the consolidated financial statements provides additional details of the accounting for AMF revenues.

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Net Warehouse Interest Income—We earn warehouse interest income net of warehouse interest expense. Warehouse interest income is the interest earned from loans held for sale and loans held for investment. Generally, a substantial portion of our loans is financed with matched borrowings under one of our warehouse facilities. The remaining portion of loans not funded with matched borrowings is financed with our own cash. Occasionally, we also fully fund a small number of loans held for sale or loans held for investment with our own cash. Warehouse interest expense is incurred on borrowings used to fund loans solely while they are held for sale or for investment. Warehouse interest income and expense are earned or incurred on loans held for sale after a loan is closed and before a loan is sold. Warehouse interest income and expense are earned or incurred on loans held for investment after a loan is closed and before a loan is repaid.

Escrow Earnings and Other Interest Income.  We earn fee income on property-level escrow deposits in our servicing portfolio, generally based on a fixed or variable placement fee negotiated with the financial institutions that hold the escrow deposits. Escrow earnings reflect the placement fees net of interest paid to the borrower, if required. Also included with escrow earnings and other interest income are interest earnings from our cash and cash equivalents and interest income earned on our pledged securities.

Other Revenues.  Other revenues are comprised of fees for processing loan assumptions, prepayment fee income, application fees, property sales broker fees, appraisal revenues, income from equity-method investments, asset management fees, certain revenues from LIHTC operations, and other miscellaneous revenues related to our operations.

Costs and Expenses

Personnel.  Personnel expense includes the cost of employee compensation and benefits, which include fixed and discretionary amounts tied to company and individual performance, commissions, severance expense, signing and retention bonuses, and share-based compensation.

Amortization and Depreciation.  Amortization and depreciation is principally comprised of amortization of our MSRs, net of amortization of our guaranty obligations. The MSRs are amortized using the interest method over the period that servicing income is expected to be received. We amortize the guaranty obligations evenly over their expected lives. When the loan underlying an MSR prepays, we write off the remaining unamortized balance, net of any related guaranty obligation, and record the write off to Amortization and depreciation. Similarly, when the loan underlying an MSR defaults, we write the MSR off to Amortization and depreciation.  We depreciate property, plant, and equipment ratably over their estimated useful lives.

Amortization and depreciation also includes the amortization of intangible assets, principally related to the amortization, asset management fee contracts, research subscription contracts, intellectual property, and other intangible assets recognized in connection with acquisitions. For the years presented in the Consolidated Statements of Income, the amortization of intangible assets relates primarily to intangible assets associated with our acquisitions in 2021 and 2022.

Provision (Benefit) for Credit Losses.  The provision (benefit) for credit losses consists of two components: the provision associated with our risk-sharing loans and the provision associated with our loans held for investment. The provision (benefit) for credit losses associated with risk-sharing loans is estimated on a collective basis when a loan is sold to Fannie Mae and is based on our current expected credit losses on the current portfolio from loan sale to maturity. The provision (benefit) for credit losses associated with our loans held for investment is estimated similar to our risk-sharing loans at origination and is based on our current expected credit losses. For both our risk-sharing loans and loans held for investment, when a loan is probable of default, the loan is taken out of the collective evaluation and individually evaluated for credit losses. Our estimates of property fair value are based on appraisals, broker opinions of value, or net operating income and market capitalization rates, whichever we believe is the best estimate of the net disposition value.

The “Critical Accounting Policies and Estimates” section above and NOTE 2 of the consolidated financial statements provides additional details of the accounting for this expense.

Interest Expense on Corporate Debt.  Interest expense on corporate debt includes interest expense incurred and amortization of debt discount and deferred debt issuance costs related to our term loan facility.

Other Operating Expenses.  Other operating expenses include sub-servicing costs, facilities costs, travel and entertainment costs, marketing costs, professional fees, losses on debt extinguishment, accretion and revaluation of contingent consideration liabilities, corporate insurance premiums, and other administrative expenses.

Income Tax Expense.  The Company is a C-corporation subject to federal, state, and international corporate tax. Our estimated combined statutory federal, state, and international tax rate was 26.1%, 25.7%, and 25.2% for the years ended December 31, 2022, 2021, and 2020, respectively. Except for the effects of the Tax Cuts and Jobs Act of 2017 (“Tax Reform”), our combined statutory tax rate has historically not varied significantly as the only material difference in the calculation of the combined statutory tax rate from year to year is the apportionment of our taxable income amongst the various states where we are subject to taxation since our foreign operations are (i) immaterial and (ii) taxed

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at a rate similar to our blended federal and state tax rate. Absent additional significant legislative changes to statutory tax rates (particularly the federal tax rate), we expect low deviation from the 2022 combined statutory tax rate for future years. However, we do expect some variability in the effective tax rate going forward due to excess tax benefits recognized and limitations on the deductibility of certain book expenses as a result of Tax Reform, primarily related to executive compensation.

Excess tax benefits recognized in 2022, 2021, and 2020 reduced income tax expense by $6.1 million, $8.6 million, and $7.3 million, respectively. The changes in the excess tax benefits over the past three years is largely due to changes in the number of shares vested and the stock price at which the shares vested.

Consolidated Results of Operations

The following is a discussion of the comparison of our results of operations for the years ended December 31, 2022 and 2021. The financial results are not necessarily indicative of future results. Our annual results have fluctuated in the past and are expected to fluctuate in the future, reflecting the interest-rate environment, the volume of transactions, business acquisitions, regulatory actions, and general economic conditions. Discussions of our results of operations and comparisons between 2021 and 2020 can be found in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2021.

SUPPLEMENTAL OPERATING DATA

CONSOLIDATED

	For the year ended December 31,
(dollars in thousands; except per share data)	2022			2021
Transaction Volume:
Total Debt Financing Volume	$	43,605,984		$	48,911,120
Property Sales Volume		19,732,654			19,254,697
Total Transaction Volume	$	63,338,638		$	68,165,817
Key Performance Metrics:
Operating margin		21	%		28	%
Return on equity		13			21
Walker & Dunlop net income	$	213,820		$	265,762
Adjusted EBITDA(1)		325,095			309,278
Diluted EPS		6.36			8.15
Key Expense Metrics (as a percentage of total revenues):
Personnel expenses		48	%		48	%
Other operating expenses		10			8

	As of December 31,
Managed Portfolio:	2022		2021
Total Servicing Portfolio	$	123,133,855	$	115,700,564
Assets under management		16,748,449		16,437,865
Total Managed Portfolio	$	139,882,304	$	132,138,429

(1) This is a non-GAAP financial measure. For more information on adjusted EBITDA, refer to the section below titled “Non-GAAP Financial Measure.”

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Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

The following table presents a period-to-period comparison of our financial results for the years ended December 31, 2022 and 2021.

FINANCIAL RESULTS –2022 COMPARED TO 2021

CONSOLIDATED

	For the year ended
	December 31,				Dollar		Percentage
(dollars in thousands)	2022		2021		Change		Change
Revenues
Loan origination and debt brokerage fees, net	$	348,007	$	446,014	$	(98,007)	(22)	%
Fair value of expected net cash flows from servicing, net		191,760		287,145		(95,385)	(33)
Servicing fees		300,191		278,466		21,725	8
Property sales broker fees		120,582		119,981		601	1
Investment management fees		71,931		25,637		46,294	181
Net warehouse interest income		15,777		22,108		(6,331)	(29)
Escrow earnings and other interest income		52,830		8,150		44,680	548
Other revenues		157,675		71,677		85,998	120
Total revenues	$	1,258,753	$	1,259,178	$	(425)	-
Expenses
Personnel	$	607,366	$	603,487	$	3,879	1	%
Amortization and depreciation		235,031		210,284		24,747	12
Provision (benefit) for credit losses		(11,978)		(13,287)		1,309	(10)
Interest expense on corporate debt		34,233		7,981		26,252	329
Other operating expenses		129,136		98,655		30,481	31
Total expenses	$	993,788	$	907,120	$	86,668	10
Income from operations	$	264,965	$	352,058	$	(87,093)	(25)
Income tax expense		56,034		86,428		(30,394)	(35)
Net income before noncontrolling interests	$	208,931	$	265,630	$	(56,699)	(21)
Less: net income (loss) from noncontrolling interests		(4,889)		(132)		(4,757)	3,604
Walker & Dunlop net income	$	213,820	$	265,762	$	(51,942)	(20)

Overview

Revenues decreased slightly as increases in servicing fees, investment management fees, escrow earnings and other interest income, and other revenues, were offset by decreases in loan origination and debt brokerage fees, net (“origination fees”) and the fair value of expected net cash flows from servicing, net (“MSR income”). Servicing fees increased largely from an increase in the average servicing portfolio outstanding. Investment management fees increased due to the addition of investment management fees from our LIHTC operations acquired in the fourth quarter of 2021. Escrow earnings and other interest income increased largely as a result of higher escrow earnings rates due to rising interest rates. Other revenues increased primarily as a result of a one-time gain from the revaluation of our previously held equity-method investment in Apprise (“Apprise revaluation gain”) in connection with the GeoPhy acquisition, and increases in (i) other revenues from our LIHTC operations, (ii) research subscription fees, and (iii) gains from equity-method investments, partially offset by a decline in prepayment fees. Origination fees and MSR income decreased primarily as a result of a decline in the earnings rate from our debt financing volumes due to market volatility and rising interest rates over the second half of the year and a decrease in Agency debt financing volume.

The increase in expenses was due to increases in all expense categories, primarily in amortization and depreciation, interest expense on corporate debt, and other operating expenses. Amortization and depreciation expense increased primarily due to an increase in the average MSR balance and an increase in intangible asset amortization resulting from acquisitions in 2021 and 2022. Interest expense on corporate debt increased due to the increase in the size of the debt outstanding, including the assumption of Alliant’s note payable in the fourth quarter of 2021, and the rising interest rate environment in 2022. Other operating expenses increased largely as a result of (i) the overall growth of the Company’s operations over the past year including expenses from acquired subsidiaries and (ii) an increase in travel and entertainment costs compared to 2021 when our travel and entertainment expenses were depressed due to the on-going effects of the pandemic. These substantial increases were partially offset by a benefit for the revaluation of contingent consideration liabilities.

 Income Tax Expense. The decrease in income tax expense relates to a decrease in income from operations and the tax impacts of the

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$39.6 million Apprise revaluation gain. The gain is an unrealized, non-taxable gain. Accordingly, no income tax expense was recorded for this gain. Based on our blended statutory rate, the benefit to our income tax expense was $10.3 million.

A discussion of the financial results for our segments is included further below.

Non-GAAP Financial Measures

To supplement our financial statements presented in accordance with GAAP, we use adjusted EBITDA, a non-GAAP financial measure. The presentation of adjusted EBITDA is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. When analyzing our operating performance, readers should use adjusted EBITDA in addition to, and not as an alternative for, net income. Adjusted EBITDA represents net income before income taxes, interest expense on our term loan facility, and amortization and depreciation, adjusted for provision for credit losses net of write-offs, share-based incentive compensation charges, and the fair value of expected net cash flows from servicing, net. Because not all companies use identical calculations, our presentation of adjusted EBITDA may not be comparable to similarly titled measures of other companies. Furthermore, adjusted EBITDA is not intended to be a measure of free cash flow for our management’s discretionary use, as it does not reflect certain cash requirements such as tax and debt service payments. The amounts shown for adjusted EBITDA may also differ from the amounts calculated under similarly titled definitions in our debt instruments, which are further adjusted to reflect certain other cash and non-cash charges that are used to determine compliance with financial covenants.

We use adjusted EBITDA to evaluate the operating performance of our business, for comparison with forecasts and strategic plans, and for benchmarking performance externally against competitors. We believe that this non-GAAP measure, when read in conjunction with our GAAP financials, provides useful information to investors by offering:

● the ability to make more meaningful period-to-period comparisons of our ongoing operating results;

● the ability to better identify trends in our underlying business and perform related trend analyses; and

● a better understanding of how management plans and measures our underlying business.

We believe that adjusted EBITDA has limitations in that it does not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP and that adjusted EBITDA should only be used to evaluate our results of operations in conjunction with net income.

Adjusted EBITDA is reconciled to net income as follows:

ADJUSTED FINANCIAL METRIC RECONCILIATION TO GAAP

CONSOLIDATED

	For the year ended
	December 31,
(in thousands)	2022		2021
Reconciliation of Walker & Dunlop Net Income to Adjusted EBITDA
Walker & Dunlop Net Income	$	213,820	$	265,762
Income tax expense		56,034		86,428
Interest expense on corporate debt		34,233		7,981
Amortization and depreciation		235,031		210,284
Provision (benefit) for credit losses		(11,978)		(13,287)
Net write-offs		(4,631)		—
Share-based compensation expense		33,987		36,582
Gain from revaluation of previously held equity-method investment		(39,641)		—
Write-off of unamortized issuance costs from corporate debt retirement		—		2,673
Fair value of expected net cash flows from servicing, net		(191,760)		(287,145)
Adjusted EBITDA	$	325,095	$	309,278

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Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

The following table presents a period-to-period comparison of the components of our adjusted EBITDA for the years ended December 31, 2022 and 2021:

ADJUSTED EBITDA –2022 COMPARED TO 2021

CONSOLIDATED

	For the year ended
	December 31,				Dollar		Percentage
(dollars in thousands)	2022		2021		Change		Change
Loan origination and debt brokerage fees, net	$	348,007	$	446,014	$	(98,007)	(22)	%
Servicing fees		300,191		278,466		21,725	8
Property sales broker fees		120,582		119,981		601	1
Investment management fees		71,931		25,637		46,294	181
Net warehouse interest income		15,777		22,108		(6,331)	(29)
Escrow earnings and other interest income		52,830		8,150		44,680	548
Other revenues		122,923		71,809		51,114	71
Personnel		(573,379)		(566,905)		(6,474)	1
Net write-offs		(4,631)		—		(4,631)	N/A
Other operating expenses		(129,136)		(95,982)		(33,154)	35
Adjusted EBITDA	$	325,095	$	309,278	$	15,817	5

The decrease in origination fees was primarily related to decreases in both the earnings rate on our debt financing volumes and the overall debt financing volumes year over year. Servicing fees increased due to an increase in the average servicing portfolio. Investment management fees increased due to the addition of investment management fees from our LIHTC operations acquired in the fourth quarter of 2021. Net warehouse interest income decreased primarily due to decreases in the net spreads and average outstanding balances. Escrow earnings and other interest income increased primarily as a result of a higher escrow earnings rate due to rising interest rates. Other revenues increased primarily as a result of increases in: (i) other revenues from our LIHTC operations, (ii) research subscription fees (iii) gains from equity-method investments, partially offset by decreases in prepayment fees.

The increase in personnel expense was primarily due to increased salaries and benefits expense due to an increase in average headcount, partially offset by a decrease in commission costs due to lower debt financing volumes and a decrease in accruals for other performance-based compensation due to the Company’s performance. Net write-offs increased due to a loss settlement that occurred in the fourth quarter of 2022 with no comparable activity in 2021. Other operating expenses increased largely as a result of (i) the overall growth of the Company over the past year including expenses from acquired subsidiaries and (ii) an increase in travel and entertainment costs compared to 2021 when our travel and entertainment expenses were depressed due to the on-going effects of the pandemic. The increase in Other operating expenses was partially offset by a benefit for the revaluation of contingent consideration liabilities.

Financial Condition

Cash Flows from Operating Activities

Our cash flows from operations are generated from loan sales, servicing fees, escrow earnings, net warehouse interest income, property sales broker fees, investment management fees, research subscription fees, investment banking advisory fees, and other income, net of loan origination and operating costs. Our cash flows from operations are impacted by the fees generated by our loan originations and property sales, the timing of loan closings, and the period of time loans are held for sale in the warehouse loan facility prior to delivery to the investor.

Cash Flows from Investing Activities

We usually lease facilities and equipment for our operations. Our cash flows from investing activities also include the funding and repayment of loans held for investment, contributions to and distributions from joint ventures, purchases of equity-method investments, and the purchase of available-for-sale (“AFS”) securities pledged to Fannie Mae. We opportunistically invest cash for acquisitions and MSR portfolio purchases.

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Cash Flows from Financing Activities

We use our warehouse loan facilities and, when necessary, our corporate cash to fund loan closings, both for loans held for sale and loans held for investments. We also use warehouse facilities to assist in funding investments in tax credit equity before transferring them to a tax credit fund. We believe that our current warehouse loan facilities are adequate to meet our loan origination and tax credit equity syndication needs. Historically, we used a combination of long-term debt and cash flows from operations to fund large acquisitions, repurchase shares, pay cash dividends, make long-term debt principal payments, and repay short-term borrowings on a regular basis. We issue stock primarily in connection with exercise of stock options (cash inflow) and for acquisitions (non-cash transactions).

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

The following table presents a period-to-period comparison of the significant components of cash flows for the year ended December 31, 2022 and 2021.

SIGNIFICANT COMPONENTS OF CASH FLOWS – 2022 COMPARED TO 2021

CONSOLIDATED

	For the year ended December 31,				Dollar		Percentage
(dollars in thousands)	2022		2021		Change		Change
Net cash provided by (used in) operating activities	$	1,582,704	$	870,455	$	712,249	82	%
Net cash provided by (used in) investing activities		(133,777)		(377,551)		243,774	(65)
Net cash provided by (used in) financing activities		(1,583,824)		(457,726)		(1,126,098)	246
Total of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period ("Total cash")		258,283		393,180		(134,897)	(34)
Cash flows from (used in) operating activities
Net receipt (use) of cash for loan origination activity	$	1,372,681	$	620,774	$	751,907	121	%
Net cash provided by (used in) operating activities, excluding loan origination activity		210,023		249,681		(39,658)	(16)
Cash flows from (used in) investing activities
Purchases of pledged AFS securities	$	(60,802)	$	(31,750)	$	(29,052)	92	%
Proceeds from the prepayment/sale of pledged AFS securities		14,040		45,301		(31,261)	(69)
Purchase of equity-method investments		(26,099)		(33,446)		7,347	(22)
Acquisitions, net of cash received		(114,163)		(420,555)		306,392	(73)
Capital expenditures		(21,995)		(9,208)		(12,787)	139
Net payoff of (investment in) loans held for investment		67,709		91,760		(24,051)	(26)
Net distributions from (investments in) joint ventures		7,533		(19,653)		27,186	138
Cash flows from (used in) financing activities
Borrowings (repayments) of warehouse notes payable, net	$	(1,370,705)	$	(635,912)	$	(734,793)	116	%
Borrowings of interim warehouse notes payable		36,459		266,575		(230,116)	(86)
Repayments of interim warehouse notes payable		(63,858)		(227,999)		164,141	(72)
Borrowings (repayments) of notes payable		(36,629)		303,727		(340,356)	(112)
Payment of contingent consideration		(21,191)		—		(21,191)	N/A
Repurchase of common stock		(42,369)		(18,872)		(23,497)	125
Borrowings (repayments) of secured borrowings		—		(73,312)		73,312	(100)
Cash dividends paid		(80,145)		(64,453)		(15,692)	24

The change in cash flows from operating activities was driven primarily by loans originated and sold. Such loans are held for short periods of time, generally less than 60 days, and impact cash flows presented as of a point in time. The increase in cash flows received in loan origination activities is primarily attributable to sales of loans held for sale outpacing originations by $1.4 billion in 2022 compared to $620.8 million in 2021. Excluding cash used for the origination and sale of loans, cash flows provided by operations were $210.0 million in 2022, down from $249.7 million in 2021. The decrease is primarily the result of a (i) $56.7 million decrease in net income before noncontrolling interest, (ii) a $39.6 million increase in a non-cash adjustment for the Apprise revaluation gain in 2022 with no comparable activity in 2021, and (iii) $58.5 million decrease in adjustments for other operating activities, partially offset by a $120.1 million change in non-cash adjustments for MSRs and amortization and depreciation. The significant decrease in Total cash over the past year is largely attributable to acquisition activity coupled with a decrease in cash provided by operating activities, excluding loan origination activity.

The decrease in cash used in investing activities in 2022 from 2021 was due to (i) a decrease in cash used in acquisitions in 2022 compared

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to 2021, (ii) a decrease in the purchase of equity-method investments as capital calls for capital commitments decreased year over year, and (iii) a change from net investments in joint ventures to net distributions from joint ventures, partially offset by (i) an increase in the net purchase of pledged AFS securities, as we reinvested prepayments from the prior year, (ii) an increase in capital expenditures due to the build out of our new corporate headquarters, and (iii) a decrease in the net payoff of loans held for investment. Cash used in acquisitions decreased, as in 2021, we had four acquisitions, including the Alliant acquisition, the largest acquisition in Company history, compared to two acquisitions, including GeoPhy, and a large payment for working capital adjustments for the Alliant acquisition in 2022. Our distributions from joint ventures outpaced our investments as our joint ventures originated fewer loans in 2022. Net payoff of loans held for investment decreased, as there were fewer payoffs and originations in 2022 than in 2021.

The increase in cash used in financing activities was attributable to (i) an increase in net warehouse repayments, (ii) a change to net repayments from net borrowings of interim warehouse notes payable, (iii) a change from net borrowings to net repayments of notes payable, (iv) an increase in the payment of contingent consideration as the Company made payments in 2022 for certain acquired entities in prior years, (v) an increase in repurchases of common stock, and (vi) an increase in dividends paid, partially offset by a decrease in repayments of secured borrowings. The increase in the net repayments of warehouse notes payable was due to the aforementioned increase in cash received for loan origination activity. The change to net cash repayments from net borrowings of interim warehouse notes payable was primarily due to an increase in net repayments of interim loans as we had fewer originations in 2022. The change from net borrowings to net repayments of notes payable was due to the refinancing and increase of our Term Loan in December 2021 with no comparable activity in 2022 and due to the required quarterly paydowns of a note payable at our subsidiary, Alliant. The increase in cash paid for repurchases of common stock was related to significant vesting events in our various share-based compensation plans and the $11.1 million repurchase of common stock through our 2022 stock repurchase program compared to no repurchases under the 2021 stock repurchase program. Cash dividends paid increased largely as a result of the increase in our dividend to $0.60 per share in 2022 compared to $0.50 per share in 2021

Segment Results

The Company is managed based on our three reportable segments: (i) Capital Markets, (ii) Servicing & Asset Management, and (iii) Corporate. The segment results below are intended to present each of the reportable segments on a stand-alone basis.

Capital Markets

Our Capital Markets segment provides a comprehensive range of commercial real estate finance products to our customers, including Agency lending, debt brokerage, property sales, and appraisal and valuation services. The Company’s long-established relationships with the Agencies and institutional investors enable our Capital Markets segment to offer a broad range of loan products and services to the Company’s customers, including first mortgage, second trust, supplemental, construction, mezzanine, preferred equity, and small-balance loans. This segment also provides property sales services to owners and developers of multifamily properties and commercial real estate and multifamily property appraisals for various investors. The Capital Markets segment also provides real estate-related investment banking and advisory services, including housing market research.

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SUPPLEMENTAL OPERATING DATA

CAPITAL MARKETS

	For the year ended December 31,
(in thousands; except per share data)	2022			2021
Transaction Volume:
Components of Debt Financing Volume
Fannie Mae	$	9,950,152		$	9,301,865
Freddie Mac		6,320,201			6,154,828
Ginnie Mae ̶ HUD		1,118,014			2,340,699
Brokered(1)		25,878,519			29,670,226
Total Debt Financing Volume	$	43,266,886		$	47,467,618
Property sales volume		19,732,654			19,254,697
Total Transaction Volume	$	62,999,540		$	66,722,315
Key Performance Metrics:
Net income	$	156,078		$	262,194
Adjusted EBITDA(2)		36,201			84,626
Operating margin		28	%		39	%
Key Revenue Metrics (as a percentage of debt financing volume):
Origination fees		0.80	%		0.93	%
MSR income		0.44			0.60
MSR income, as a percentage of Agency debt financing volume		1.10			1.61

(1) Brokered transactions for life insurance companies, commercial banks, and other capital sources.

(2) This is a non-GAAP financial measure. For more information on adjusted EBITDA, refer to the section below titled “Non-GAAP Financial Measure”.

FINANCIAL RESULTS –2022 COMPARED TO 2021

CAPITAL MARKETS

	For the year ended
	December 31,				Dollar		Percentage
(dollars in thousands)	2022		2021		Change		Change
Revenues
Loan origination and debt brokerage fees, net	$	345,779	$	440,044	$	(94,265)	(21)	%
Fair value of expected net cash flows from servicing, net		191,760		287,145		(95,385)	(33)
Property sales broker fees		120,582		119,981		601	1
Net warehouse interest income, loans held for sale		9,667		14,396		(4,729)	(33)
Other revenues		41,046		20,458		20,588	101
Total revenues	$	708,834	$	882,024	$	(173,190)	(20)
Expenses
Personnel	$	485,958	$	500,052	$	(14,094)	(3)	%
Amortization and depreciation		3,084		2,877		207	7
Interest expense on corporate debt		8,647		5,078		3,569	70
Other operating expenses		11,817		26,420		(14,603)	(55)
Total expenses	$	509,506	$	534,427	$	(24,921)	(5)
Income from operations	$	199,328	$	347,597	$	(148,269)	(43)
Income tax expense		42,153		85,333		(43,180)	(51)
Net income before noncontrolling interests	$	157,175	$	262,264	$	(105,089)	(40)
Less: net income (loss) from noncontrolling interests		1,097		70		1,027	1,467
Net income	$	156,078	$	262,194	$	(106,116)	(40)

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Revenues

Loan origination and debt brokerage fees, net and Fair value of expected net cash flows from servicing, net. The following tables provide additional information that helps explain changes in origination fees and MSR income period over period:

	For the year ended December 31,
Debt Financing Volume by Product Type	2022		2021
Fannie Mae	23	%	20	%
Freddie Mac	15		13
Ginnie Mae - HUD	3		5
Brokered	59		62

	For the year ended December 31,						Percentage
Mortgage Banking Details (basis points)	2022		2021		Change		Change
Origination Fee Rate (1)		80		93		(13)	(14)
Agency MSR Rate (2)		110		161		(51)	(32)

(1) Origination fees as a percentage of total debt financing volume.

(2) MSR Income as a percentage of Agency debt financing volume.

The decrease in origination fees was the result of a 13-basis-point decrease in our origination fee rate and a 9% decrease in overall debt financing volume. The decline in the origination fee rate was driven by a combination of a decline in in our HUD debt financing volumes and a decline in the margins we earn on our debt financing products, particularly with our Fannie Mae volume. Our Fannie Mae volume in 2022 included a $1.9 billion portfolio of loans that had a relatively lower origination fee rate that is typical for transactions of that size. We had no such portfolio transactions in 2021.

The decrease in MSR income was attributable to the 32% decrease in our Agency MSR Rate, coupled with a substantial decrease in our HUD debt financing volumes. The weighted-average servicing fees on new Fannie Mae debt financing volume declined 38% due to tightening of servicing fees due to large interest rate increases during 2022. Our Fannie Mae and HUD products are our most profitable products.

See the “Overview of Current Business Environment” section above for a detailed discussion of the factors driving the changes in debt financing volumes.

Net Warehouse Interest Income, Loans Held for Sale. The decrease was the result of decreases in the average balance outstanding and in the net spread between the rate on the originated loans and the interest costs associated with the warehouse facility as shown below. The decrease in the average balance was related to the overall decrease in our debt financing volume year over year, particularly our HUD originations. The decrease in the net spreads shown below was a result of the rapidly rising interest rate environment.

	For the year ended December 31,						Percentage
Net Warehouse Interest Income Details - LHFS (dollars in thousands)	2022		2021		Change		Change
Average LHFS Outstanding Balance	$	1,326,690	$	1,634,999	$	(308,309)	(19)	%
LHFS Net Spread (basis points)		73		88		(15)	(17)

Other Revenues. The increase was due to an increase in our research subscription revenues and appraisal revenues, partially offset by a decrease in miscellaneous revenues. Research subscription fees increased $13.1 million year over year primarily due to the acquisition of Zelman early in the third quarter of 2021. 2022 included a full year of revenue from research services compared to less than half a year in 2021. Appraisal revenues increased due to the consolidation of Apprise in the first quarter of 2022, resulting in $8.3 million of appraisal revenue recognized during 2022. The appraisal revenue was accounted for as income from equity method investments prior to the consolidation of Apprise.

Expenses

Personnel. The decrease was primarily the result of a $51.7 million decrease in debt financing commission costs as a result of the decrease in debt financing activity and the related origination fees, partially offset by a $26.3 million increase in salaries and benefits and an $8.9 million increase in other compensation costs. These increases in salaries and benefits and other compensation costs were due to higher

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average headcount resulting from (a) acquisitions and hiring initiatives and (b) the GeoPhy acquisition and corresponding consolidation of Apprise.

Interest expense on corporate debt. The increase was primarily driven by an increase in the interest rate on our corporate debt as the lockout on the cap of our floating interest rate expired.

Other Operating Expenses. The decrease stemmed from an $18.0 million benefit for the revaluation of contingent consideration liabilities allocated to the Capital Markets segment, partially offset by increases in travel and entertainment costs of $5.8 million as our bankers and brokers attended more in person meetings compared to 2021 when the effects of the pandemic were still depressing business travel.

Income Tax Expense. Income tax expense is determined at a consolidated corporate level and allocated to each segment proportionally based on each segment’s income from operations, except for significant, one-time tax activities, which are allocated entirely to the segment impacted by the tax activity.

Non-GAAP Financial Measure

A reconciliation of adjusted EBITDA for our Capital Markets segment is presented below. Our segment level adjusted EBITDA represents the segment portion of consolidated adjusted EBITDA. A detailed description and reconciliation of consolidated adjusted EBITDA is provided above in our Consolidated Results of Operations—Non-GAAP Financial Measure. CM adjusted EBITDA is reconciled to net income as follows:

ADJUSTED FINANCIAL MEASURE RECONCILIATION TO GAAP

CAPITAL MARKETS

	For the year ended
	December 31,
(in thousands)	2022		2021
Reconciliation of Net Income to Adjusted EBITDA
Net Income	$	156,078	$	262,194
Income tax expense		42,153		85,333
Interest expense on corporate debt		8,647		5,078
Amortization and depreciation		3,084		2,877
Share-based compensation expense		17,999		16,289
MSR Income		(191,760)		(287,145)
Adjusted EBITDA	$	36,201	$	84,626

The following tables present period-to-period comparisons of the components of CM adjusted EBITDA for the years ended December 31, 2022 and 2021.

ADJUSTED EBITDA – 2022 COMPARED TO 2021

CAPITAL MARKETS

	For the year ended
	December 31,				Dollar		Percentage
(dollars in thousands)	2022		2021		Change		Change
Origination fees	$	345,779	$	440,044	$	(94,265)	(21)	%
Property sales broker fees		120,582		119,981		601	1
Net warehouse interest income, loans held for sale		9,667		14,396		(4,729)	(33)
Other revenues		39,949		20,388		19,561	96
Personnel		(467,959)		(483,763)		15,804	(3)
Other operating expenses		(11,817)		(26,420)		14,603	(55)
Adjusted EBITDA	$	36,201	$	84,626	$	(48,425)	(57)

Loan origination and debt brokerage fees, net decreased due to a decrease in our origination fee rate and a decrease in our overall debt financing volume. Net warehouse interest income decreased due to decreases in the net spread and average outstanding balance. The decrease in personnel expense was primarily due to decreased commission costs due to the decrease in origination fees, partially offset by growth in salaries and benefits costs resulting from an increase in the average headcount from acquisitions and hiring initiatives. Other operating expenses

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decreased primarily due to a contingent consideration revaluation gain in 2022, partially offset by growth in the segment’s operations and increases in travel and entertainment costs as our bankers and brokers attended more in person meetings in 2022.

Servicing & Asset Management

The Servicing & Asset Management segment’s activities include: (i) servicing and asset-managing the portfolio of loans the Company (a) originates and sells to the Agencies, (b) brokers to certain life insurance companies, and (c) originates through its principal lending and investing activities, and (ii) managing third-party capital invested in tax credit equity funds focused on the affordable housing sector and other commercial real estate.

SUPPLEMENTAL OPERATING DATA

SERVICING & ASSET MANAGEMENT

(in thousands; except per share data)	As of December 31,
Managed Portfolio:	2022		2021
Components of Servicing Portfolio
Fannie Mae	$	59,226,168	$	53,401,457
Freddie Mac		37,819,256		37,138,836
Ginnie Mae - HUD		9,868,453		9,889,289
Brokered (1)		16,013,143		15,035,439
Principal Lending and Investing (2)		206,835		235,543
Total Servicing Portfolio	$	123,133,855	$	115,700,564
Assets under management		16,748,449		16,437,865
Total Managed Portfolio	$	139,882,304	$	132,138,429

	For the year ended
	December 31,
Key Volume and Performance Metrics:	2022			2021
Principal Lending and Investing debt financing volume(3)	$	339,098		$	1,443,502
Net income		139,691			105,142
Adjusted EBITDA(4)		410,429			333,292
Operating margin		33	%		37	%

	As of December 31,
Key Servicing Portfolio Metrics:	2022		2021
Custodial escrow account balance (in billions)	$	2.7	$	3.7
Weighted-average servicing fee rate (basis points)		24.5		24.9
Weighted-average remaining servicing portfolio term (years)		8.8		9.2

		As of December 31,
Components of assets under management (in thousands)	2022		2021
LIHTC	$	14,499,642	$	14,266,339
Investment funds		1,355,999		1,323,330
Interim Program JV Managed Loans(5)		892,808		848,196
Total assets under management	$	16,748,449	$	16,437,865

(1) Brokered loans serviced primarily for life insurance companies.

(2) Consists of interim loans not managed for the Interim Program JV.

(3) For the year ended December 31, 2022, comprised solely of WDIP separate account originations. For the year ended December 31, 2022, includes $86.3 million from the Interim Program JV, $117.1 million from the Interim Loan Program and $135.7 million from WDIP separate accounts. For the year ended December 31, 2021, includes $860.0 million from the Interim Program JV, $537.1 million from the Interim Loan Program, and $46.4 million from WDIP separate accounts. 

(4) This is a non-GAAP financial measure. For more information on adjusted EBITDA, refer to the section below titled “Non-GAAP Financial Measure”.

(5) Comprised only of Interim Program JV managed loans.  

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FINANCIAL RESULTS – 2022 COMPARED TO 2021

SERVICNG & ASSET MANAGEMENT

	For the year ended
	December 31,				Dollar		Percentage
(dollars in thousands)	2022		2021		Change		Change
Revenues
Loan origination and debt brokerage fees, net	$	2,228	$	5,970	$	(3,742)	(63)	%
Servicing fees		300,191		278,466		21,725	8
Investment management fees		71,931		25,637		46,294	181
Net warehouse interest income, loans held for investment		6,110		7,712		(1,602)	(21)
Escrow earnings and other interest income		51,010		7,776		43,234	556
Other revenues		75,960		52,916		23,044	44
Total revenues	$	507,430	$	378,477	$	128,953	34
Expenses
Personnel	$	69,970	$	36,412	$	33,558	92	%
Amortization and depreciation		225,515		203,118		22,397	11
Provision (benefit) for credit losses		(11,978)		(13,287)		1,309	(10)
Interest expense on corporate debt		23,621		1,749		21,872	1,251
Other operating expenses		30,738		11,401		19,337	170
Total expenses	$	337,866	$	239,393	$	98,473	41
Income from operations	$	169,564	$	139,084	$	30,480	22
Income tax expense		35,859		34,144		1,715	5
Income before noncontrolling interests	$	133,705	$	104,940	$	28,765	27
Less: net income (loss) from noncontrolling interests		(5,986)		(202)		(5,784)	2,863
Net income	$	139,691	$	105,142	$	34,549	33

Revenues

Loan origination and debt brokerage fees, net. The decrease was due to a 77% decrease in our principal lending and investing debt financing volumes. Debt financing volume for this segment includes loans made on transitional multifamily properties on our balance sheet or through the Interim Program JV. Due to the challenging macroeconomic conditions, we scaled back our lending on transitional assets in 2022.

Servicing Fees. The increase was primarily attributable to an increase in the average servicing portfolio period over period as shown below, primarily due to a $5.8 billion net increase in Fannie Mae serviced loans and a $977.7 million net increase in brokered loans serviced over the past year, coupled with the increase in the servicing portfolio’s average servicing fee rate as shown below. The increase in the average servicing fee rate is the result of the relatively large volume of Fannie Mae debt financing volume over the past year, resulting in Fannie Mae loans composing a higher percentage of the overall portfolio. Fannie Mae loans have the highest servicing fees of all our products.

	For the year ended December 31,						Percentage
Servicing Fees Details (dollars in thousands)	2022		2021		Change		Change
Average Servicing Portfolio	$	118,887,131	$	111,577,130	$	7,310,001	7	%
Average Servicing Fee (basis points)		24.8		24.5		0.3	1

Investment Management Fees. The increase was primarily driven by the addition of investment management fees from our LIHTC operations due to our acquisition of Alliant late in the fourth quarter of 2021, which added an incremental $47.4 million of investment management fees from 2021.

Escrow earnings and other interest income.  The increase was driven primarily by an increase in our escrow earnings of $37.7 million, coupled with an increase in interest income from pledged securities, cash balances, and other investments. The earnings rate on escrow balances and other interest-earning assets increased significantly as a result of rising interest rates over the past year, partially offset by a reduction in the average balance of escrows outstanding.

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Other Revenues. The increase was primarily due to a $35.9 million increase in other revenues from our LIHTC operations, partially offset by a $13.7 million decrease in prepayment fees. The increase in other revenues from LIHTC operations was driven by our subsidiary Alliant, which was acquired in the fourth quarter of 2021. The decrease in prepayment fees was due to a substantial decrease in the volume of loans that prepaid year over year due to the higher interest rate environment and the amount of prepayment fees earned on that volume.

Expenses

Personnel. The increase was primarily the result of increases in salaries and benefits of $24.0 million and bonus accruals by $8.7 million. Salaries and benefits and bonus accruals increased during the year ended December 31, 2022 primarily due to growth in headcount as a result of the Alliant acquisition that occurred late in the fourth quarter of 2021, partially offset by a decrease in the accrual rate due to the Company’s performance in 2022.

Amortization and Depreciation. The increase was primarily attributed to loan origination activity and the resulting growth in the average MSR balance and due to an increase in intangible asset amortization. Over the past 12 months, we have added $110.3 million of MSRs, net of disposals. Due to the Alliant acquisition in December 2021, we added $170.8 million in intangible assets to SAM, resulting in an increase in amortization expense of $12.4 million for the year ended December 31, 2022.

Interest expense on corporate debt. The increase was primarily driven by (i) an increase in the portion of corporate debt related to SAM, (ii) the assumption of a securitized debt instrument late in the fourth quarter of 2021 in connection with the Alliant acquisition, and (iii) an increase in the interest rate on our corporate debt as the lockout on the cap of our floating rate expired. The increase in corporate debt related to SAM was due to the $300.0 million of additional debt incurred to acquire Alliant. The increase in the interest rate was driven by rapidly rising interest rates during 2022.

Other Operating Expenses. The increase primarily stemmed from relatively small increases in various expense types. For the year ended December 31, 2022, the increase was primarily due to a $16.7 million increase in other operating costs and a $2.3 million increase in professional fees. The increases in other operating costs and professional fees were primarily due to additional operating expenses at Alliant, which was acquired late in the fourth quarter of 2021, and a $4.5 million expense for the revaluation of contingent consideration liabilities in the fourth quarter of 2022 due to the performance of Alliant.

Income Tax Expense. Income tax expense is determined at a consolidated corporate level and allocated to each segment proportionally based on each segment’s income from operations, except for significant, one-time tax activities, which are allocated entirely to the segment impacted by the tax activity.

Non-GAAP Financial Measure

A reconciliation of adjusted EBITDA for our Servicing & Asset Management segment is presented below. Our segment level adjusted EBITDA represents the segment portion of consolidated adjusted EBITDA. A detailed description and reconciliation of consolidated adjusted EBITDA is provided above in our Consolidated Results of Operations—Non-GAAP Financial Measure. SAM adjusted EBITDA is reconciled to net income as follows:

ADJUSTED FINANCIAL MEASURE RECONCILIATION TO GAAP

SERVICING & ASSET MANAGEMENT

	For the year ended
	December 31,
(in thousands)	2022		2021
Reconciliation of Net Income to Adjusted EBITDA
Net Income	$	139,691	$	105,142
Income tax expense		35,859		34,144
Interest expense on corporate debt		23,621		1,749
Amortization and depreciation		225,515		203,118
Provision (benefit) for credit losses		(11,978)		(13,287)
Net write-offs		(4,631)		—
Share-based compensation expense		2,352		2,426
Adjusted EBITDA	$	410,429	$	333,292

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The following tables present period-to-period comparisons of the components of SAM adjusted EBITDA for the years ended December 31, 2022 and 2021.

ADJUSTED EBITDA – 2022 COMPARED TO 2021

SERVICING & ASSET MANAGEMENT

	For the year ended
	December 31,				Dollar		Percentage
(dollars in thousands)	2022		2021		Change		Change
Loan origination and debt brokerage fees, net	$	2,228	$	5,970	$	(3,742)	(63)	%
Servicing fees		300,191		278,466		21,725	8
Investment management fees		71,931		25,637		46,294	181
Net warehouse interest income, loans held for investment		6,110		7,712		(1,602)	(21)
Escrow earnings and other interest income		51,010		7,776		43,234	556
Other revenues		81,946		53,118		28,828	54
Personnel		(67,618)		(33,986)		(33,632)	99
Net write-offs		(4,631)		—		(4,631)	N/A
Other operating expenses		(30,738)		(11,401)		(19,337)	170
Adjusted EBITDA	$	410,429	$	333,292	$	77,137	23

Origination fees decreased primarily due to a decrease in our principal lending and investing origination volume. Servicing fees increased due to growth in the average servicing portfolio period over period as a result of loan originations and an increase in the average servicing fee rate. Investment management fees increased due to the addition of our LIHTC operations from our acquisition in the fourth quarter of 2021. Escrow earnings and other interest income increased primarily due to the rise in the escrow earnings rate. Other revenues increased primarily due to the addition of other revenues from our LIHTC operations, partially offset by a decrease in prepayment fees. Net write-offs increased due to a loss settlement that occurred in the fourth quarter of 2022 with no comparable activity in 2021. Personnel and other operating expenses increased due to growth in headcount and operations from the aforementioned acquisition. Additionally, other operating expenses increased due to a contingent consideration revaluation expense in 2022.

Corporate

The Corporate segment consists primarily of the Company’s treasury operations and other corporate-level activities. Our treasury activities include monitoring and managing liquidity and funding requirements, including corporate debt. Other corporate-level activities include equity-method investments, accounting, information technology, legal, human resources, marketing, internal audit, and various other corporate groups (“support functions”). We do not allocate costs from these support functions to its other segments in presenting segment operating results. We do allocate interest expense and income tax expense. Corporate debt and the related interest expense are allocated first based on specific acquisitions where debt was directly used to fund the acquisition, such as the acquisition of Alliant, and then based on the remaining segment assets. Income tax expense is allocated proportionally based on income from operations at each segment, except for significant, one-time tax activities, which are allocated entirely to the segment impacted by the tax activity.

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FINANCIAL RESULTS – 2022 COMPARED TO 2021

CORPORATE

	For the year ended
	December 31,				Dollar		Percentage
(dollars in thousands)	2022		2021		Change		Change
Revenues
Other interest income	$	1,820	$	374	$	1,446	387	%
Other revenues		40,669		(1,697)		42,366	(2,497)
Total revenues	$	42,489	$	(1,323)	$	43,812	(3,312)
Expenses
Personnel	$	51,438	$	67,023	$	(15,585)	(23)	%
Amortization and depreciation		6,432		4,289		2,143	50
Interest expense on corporate debt		1,965		1,154		811	70
Other operating expenses		86,581		60,834		25,747	42
Total expenses	$	146,416	$	133,300	$	13,116	10
Income from operations	$	(103,927)	$	(134,623)	$	30,696	(23)
Income tax expense (benefit)		(21,978)		(33,049)		11,071	(33)
Net income	$	(81,949)	$	(101,574)	$	19,625	(19)
Adjusted EBITDA	$	(121,535)	$	(108,640)	$	(12,895)	12	%

Revenues

Other Revenues. The increase was primarily due to the $39.6 million Apprise revaluation gain, which was recognized in the first quarter of 2022. As part of our acquisition of GeoPhy, we acquired its 50% interest in Apprise. The revaluation of our existing 50% ownership interest with a carrying value of $18.9 million to a fair value of $58.5 million resulted in a $39.6 million gain. The remaining increase was primarily due to a $6.1 million increase in income from our other equity-method investments, mostly related to the first quarter of 2022. Partially offsetting the increase in Other revenues was a $2.7 million decrease in investment income from the Company’s deferred compensation plan.  

Expenses

Personnel. The decrease was primarily the result of (i) a $16.1 million decrease to the accrual for subjective bonuses, (ii) a $4.2 million decrease in stock compensation expense related to the Company’s performance share plan, and (iii) a $2.7 million decrease in compensation expense related to the Company’s deferred compensation plan, partially offset by a $6.8 million increase in salaries and benefits due to an increase in the average headcount. The decreases related to (i) and (ii) were due to the Company’s performance in 2022. The majority of the decrease came from a reduction in senior management compensation due to the Company’s performance in 2022.

Other Operating Expenses. For the year ended December 31, 2022, the increase was primarily driven by: (i) a $16.4 million increase in office expenses related to the growth of the Company and acquired offices, (ii) a $6.3 million increase in professional fees largely related to our acquisitions, (iii) a $2.2 million increase in travel and entertainment costs attributable to the growth of the Company and depressed travel and entertainment costs in 2021 due to the pandemic, and (iv) a $2.1 million increase in marketing costs related to the diversification of the Company, especially in support of acquired businesses and new business initiatives.

Income Tax Expense. Income tax expense is determined at a consolidated corporate level and allocated to each segment proportionally based on each segment’s income from operations, except for significant, one-time tax activities, which are allocated entirely to the segment impacted by the tax activity.

Non-GAAP Financial Measure

A reconciliation of adjusted EBITDA for our Corporate segment is presented below. Our segment level adjusted EBITDA represents the segment portion of consolidated adjusted EBITDA. A detailed description and reconciliation of consolidated adjusted EBITDA is provided above in our Consolidated Results of Operations—Non-GAAP Financial Measure. Corporate adjusted EBITDA is reconciled to net income as follows:

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ADJUSTED FINANCIAL MEASURE RECONCILIATION TO GAAP

CORPORATE

	For the year ended
	December 31,
(in thousands)	2022		2021
Reconciliation of Net Income to Adjusted EBITDA
Net Income	$	(81,949)	$	(101,574)
Income tax expense (benefit)		(21,978)		(33,049)
Interest expense on corporate debt		1,965		1,154
Amortization and depreciation		6,432		4,289
Share-based compensation expense		13,636		17,867
Gain from revaluation of previously held equity-method investment		(39,641)		—
Write-off of unamortized issuance costs from corporate debt retirement		—		2,673
Adjusted EBITDA	$	(121,535)	$	(108,640)

The following tables present period-to-period comparisons of the components of Corporate adjusted EBITDA for the years ended December 31, 2022 and 2021.

ADJUSTED EBITDA – 2022 COMPARED TO 2021

CORPORATE

	For the year ended
	December 31,				Dollar		Percentage
(dollars in thousands)	2022		2021		Change		Change
Other interest income		1,820		374		1,446	387	%
Other revenues		1,028		(1,697)		2,725	(161)
Personnel		(37,802)		(49,156)		11,354	(23)
Other operating expenses		(86,581)		(58,161)		(28,420)	49
Adjusted EBITDA	$	(121,535)	$	(108,640)	$	(12,895)	12

The increase in other revenue was primarily due to an increase in income from our other equity-method investments, partially offset by a decrease in investment income from the Company’s deferred compensation plan. The decrease in personnel expense was primarily due to the decreases in accruals for subjective bonuses, stock compensation expense related to the Company’s performance share plan, and expenses related to the Company’s deferred compensation plan, partially offset by increased salaries and benefits resulting from an increase in average headcount. Other operating expenses increased as a result of the overall growth of the Company over the past year and from increased office costs from our acquisitions.

Liquidity and Capital Resources

Uses of Liquidity, Cash and Cash Equivalents

Our significant recurring cash flow requirements consist of liquidity to (i) fund loans held for sale; (ii) fund loans held for investment under the Interim Loan Program; (iii) pay cash dividends; (iv) fund our portion of the equity necessary for the operations of the Interim Program JV, and other equity-method investments; (v) fund investments in properties to be syndicated to LIHTC investment funds that we will asset-manage; (vi) make payments related to earnouts from acquisitions, (vii) meet working capital needs to support our day-to-day operations, including debt service payments, joint venture development partnership contributions, servicing advances and payments for salaries, commissions, and income taxes, and (viii) meet working capital to satisfy collateral requirements for our Fannie Mae DUS risk-sharing obligations and to meet the operational liquidity requirements of Fannie Mae, Freddie Mac, HUD, Ginnie Mae, and our warehouse facility lenders.  

Fannie Mae has established benchmark standards for capital adequacy and reserves the right to terminate our servicing authority for all or some of the portfolio if, at any time, it determines that our financial condition is not adequate to support our obligations under the DUS agreement. We are required to maintain acceptable net worth as defined in the standards, and we satisfied the requirements as of December 31, 2022. The net worth requirement is derived primarily from unpaid balances on Fannie Mae loans and the level of risk-sharing. As of December 31, 2022, the net worth requirement was $285.6 million, and our net worth was $692.8 million, as measured at our wholly owned operating subsidiary, Walker & Dunlop, LLC. As of December 31, 2022, we were required to maintain at least $56.9 million of liquid

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assets to meet our operational liquidity requirements for Fannie Mae, Freddie Mac, HUD, Ginnie Mae and our warehouse facility lenders. As of December 31, 2022, we had operational liquidity of $170.8 million, as measured at our wholly owned operating subsidiary, Walker & Dunlop, LLC.

We paid a cash dividend of $0.60 per share each quarter of 2022, which is 20% higher than the quarterly dividend paid in each quarter of 2021. On February 20, 2023, the Company’s Board of Directors declared a dividend of $0.63 per share for the first quarter of 2023. The dividend will be paid on March 23, 2023 to all holders of record of our restricted and unrestricted common stock as of March 8, 2023.

Over the past three years, we have returned $227.1 million to investors through the repurchase of 568 thousand shares of our common stock under share repurchase programs for a cost of $37.2 million and cash dividend payments of $189.9 million. Additionally, we have invested $648.3 million in acquisitions, $300.0 million of which was financed by an increase in our Term Loan (as defined below). On occasion, we may use cash to fully fund some loans held for investment or loans held for sale instead of using our warehouse lines. As of December 31, 2022, we did not fully fund any such loans. We continually seek opportunities to complete additional acquisitions if we believe the economics are favorable.  

In February 2022, our Board of Directors approved a stock repurchase program that permitted the repurchase of up to $75.0 million of shares of our common stock over a 12-month period beginning February 13, 2022. Through December 31, 2022 we repurchased 109 thousand shares under the 2022 stock repurchase program and had $63.9 million of remaining capacity under that program. In February 2023, our Board of Directors approved a stock repurchase program that permits the repurchase of up to $75.0 million shares of our common stock over a 12-month period beginning February 23, 2023.

We have contractual obligations to make future cash payments on lease agreements on our various offices of $79.6 million as of December 31, 2022. NOTE 14 in the consolidated financial statements contains additional details related to future lease payments. We have contractual obligations to repay short-term and long-term debt. The total principal balance for such debt is $1.2 billion as of December 31, 2022, of which $538.1 million will be repaid with the proceeds from the sale of loans held for sale and the repayments of loans held for investment. NOTE 6 in the consolidated financial statements contains additional details related to these future debt payments. The expected interest associated with these debt payments is $52.0 million in 2023, $40.2 million in 2024, $37.9 million in 2025, $37.5 million in 2026, and $37.1 million in 2027. The interest for long-term debt is based on a variable rate. Such interest is calculated based on the effective interest rate as of December 31, 2022. The amounts above do not include any payments related to the Alliant note payable since it was repaid in January 2023.

Historically, our cash flows from operations and warehouse facilities have been sufficient to enable us to meet our short-term liquidity needs and other funding requirements. We believe that cash flows from operations will continue to be sufficient for us to meet our current obligations for the foreseeable future.

Restricted Cash and Pledged Securities

Restricted cash consists primarily of good faith deposits held on behalf of borrowers between the time we enter into a loan commitment with the borrower and the investor purchases the loan and cash held in collection accounts to be used to fund the repayment of the Alliant note payable. We are generally required to share the risk of any losses associated with loans sold under the Fannie Mae DUS program, our only off-balance sheet arrangement. We are required to secure this obligation by assigning collateral to Fannie Mae. We meet this obligation by assigning pledged securities to Fannie Mae. The amount of collateral required by Fannie Mae is a formulaic calculation at the loan level and considers the balance of the loan, the risk level of the loan, the age of the loan, and the level of risk-sharing. Fannie Mae requires collateral for Tier 2 loans of 75 basis points, which is funded over a 48-month period that begins upon delivery of the loan to Fannie Mae. Collateral held in the form of money market funds holding U.S. Treasuries is discounted 5%, and Agency MBS are discounted 4% for purposes of calculating compliance with the collateral requirements. As of December 31, 2022, we held substantially all of our restricted liquidity in Agency MBS in the aggregate amount of $142.6 million. Additionally, the majority of the loans for which we have risk-sharing are Tier 2 loans. We fund any growth in our Fannie Mae required operational liquidity and collateral requirements from our working capital.

We are in compliance with the December 31, 2022 collateral requirements as outlined above. As of December 31, 2022, reserve requirements for the December 31, 2022 DUS loan portfolio will require us to fund $79.6 million in additional restricted liquidity over the next 48 months, assuming no further principal paydowns, prepayments, or defaults within our at-risk portfolio. Fannie Mae has assessed the DUS Capital Standards in the past and may make changes to these standards in the future. We generate sufficient cash flows from our operations to meet these capital standards and do not expect any future changes to have a material impact on our future operations; however, any future changes to collateral requirements may adversely impact our available cash.

Under the provisions of the DUS agreement, we must also maintain a certain level of liquid assets referred to as the operational and unrestricted portions of the required reserves each year. We satisfied these requirements as of December 31, 2022.

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Sources of Liquidity: Warehouse Facilities and Notes Payable

Warehouse Facilities

We utilize a combination of warehouse facilities and notes payable to provide funding for our operations. We utilize warehouse facilities to fund our Agency Lending, Interim Loan Program, and a small portion of our LIHTC operations. Our ability to originate Agency mortgage loans and loans held for investment depends upon our ability to secure and maintain these types of financing agreements on acceptable terms.  For a detailed description of the terms of each warehouse agreement including the affirmative and negative covenants, refer to “Warehouse Facilities” in NOTE 6 of the consolidated financial statements.

Notes Payable

We have a senior secured credit agreement (the “Credit Agreement”) that provides for a $600 million term loan (the “Term Loan”) that bears interest at Adjusted Term SOFR (“SOFR”) plus 225 basis points with a floor of 50 basis points and has a stated maturity date of December 16, 2028 (or, if earlier, the date of acceleration of the Term Loan pursuant to the term of the Credit Agreement). At any time, we may also elect to request one or more incremental term loan commitments not to exceed the lesser of $230 million and 100% of trailing four-quarter Consolidated Adjusted EBITDA, provided that total indebtedness would not cause the leverage ratio to exceed 3.00 to 1.00. As of December 31, 2022, the outstanding principal balance of the Term Loan was $594.0 million, and the effective interest rate was 6.55%. The note payable and the warehouse facilities are senior obligations of the Company. We were in compliance with all covenants related to the Credit Agreement.

For a detailed description of the terms of the Credit Agreement, refer to “Notes Payable – Term Loan Note Payable” in NOTE 6 of the consolidated financial statements. There have been no changes to the Credit Agreement in 2022.

We have a note payable through our wholly-owned subsidiary Alliant, which had an outstanding balance of $114.5 million as of December 31, 2022 and bore interest at a fixed rate of 4.75%. The note had a stated maturity of January 15, 2035 and required quarterly payments of principal, interest, and other required priority items shortly after the beginning of each quarter.

On January 12, 2023, we entered into a lender joinder agreement and amendment to the Credit Agreement that provided for an incremental term loan (“Incremental Term Loan”) with a principal amount of $200.0 million, and modified the ratio thresholds related to mandatory prepayments, and allow for incurrence of additional types of indebtedness. The Incremental Term Loan was issued at a 2.0% discount and contains similar repayment terms as the Term Loan. We used approximately $115.9 million of the proceeds to fully pay off the Alliant note payable, accrued interest, and other related fees.

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Credit Quality and Allowance for Risk-Sharing Obligations

The following table sets forth certain information useful in evaluating our credit performance.

	December 31,
(dollars in thousands)	2022			2021
Key Credit Metrics
Risk-sharing servicing portfolio:
Fannie Mae Full Risk	$	50,046,219		$	45,581,476
Fannie Mae Modified Risk		9,172,626			7,807,853
Freddie Mac Modified Risk		23,615			33,195
Total risk-sharing servicing portfolio	$	59,242,460		$	53,422,524
Non-risk-sharing servicing portfolio:
Fannie Mae No Risk	$	7,323		$	12,127
Freddie Mac No Risk		37,795,641			37,105,641
GNMA - HUD No Risk		9,868,453			9,889,289
Brokered		16,013,143			15,035,438
Total non-risk-sharing servicing portfolio	$	63,684,560		$	62,042,495
Total loans serviced for others	$	122,927,020		$	115,465,019
Interim loans (full risk) servicing portfolio		206,835			235,543
Total servicing portfolio unpaid principal balance	$	123,133,855		$	115,700,562
Interim Program JV Managed Loans (1)		892,808			848,196
At risk servicing portfolio (2)	$	54,232,979		$	49,573,263
Maximum exposure to at risk portfolio (3)		10,993,596			10,056,584
Defaulted loans		36,983			78,659
Defaulted loans as a percentage of the at-risk portfolio		0.07	%		0.16	%
Allowance for risk-sharing as a percentage of the at-risk portfolio		0.08			0.13
Allowance for risk-sharing as a percentage of maximum exposure		0.40			0.62

(1) This balance consists entirely of Interim Program JV managed loans. We indirectly share in a portion of the risk of loss associated with Interim Program JV managed loans through our 15% equity ownership in the Interim Program JV. We have no exposure to risk of loss for the loans serviced directly for the Interim Program JV partner. The balance of this line is included as a component of assets under management in the Supplemental Operating Data table above.

(2) At-risk servicing portfolio is defined as the balance of Fannie Mae DUS loans subject to the risk-sharing formula described below, as well as a small number of Freddie Mac loans on which we share in the risk of loss. Use of the at-risk portfolio provides for comparability of the full risk-sharing and modified risk-sharing loans because the provision and allowance for risk-sharing obligations are based on the at-risk balances of the associated loans. Accordingly, we have presented the key statistics as a percentage of the at-risk portfolio.

For example, a $15 million loan with 50% risk-sharing has the same potential risk exposure as a $7.5 million loan with full DUS risk sharing. Accordingly, if the $15 million loan with 50% risk-sharing were to default, we would view the overall loss as a percentage of the at-risk balance, or $7.5 million, to ensure comparability between all risk-sharing obligations. To date, substantially all of the risk-sharing obligations that we have settled have been from full risk-sharing loans.

(3) Represents the maximum loss we would incur under our risk-sharing obligations if all of the loans we service, for which we retain some risk of loss, were to default and all of the collateral underlying these loans was determined to be without value at the time of settlement. The maximum exposure is not representative of the actual loss we would incur.

Fannie Mae DUS risk-sharing obligations are based on a tiered formula and represent substantially all of our risk-sharing activities. The risk-sharing tiers and the amount of the risk-sharing obligations we absorb under full risk-sharing are provided below. Except as described in the following paragraph, the maximum amount of risk-sharing obligations we absorb at the time of default is generally 20% of the origination unpaid principal balance (“UPB”) of the loan.

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Risk-Sharing Losses	Percentage Absorbed by Us
First 5% of UPB at the time of loss settlement	100%
Next 20% of UPB at the time of loss settlement	25%
Losses above 25% of UPB at the time of loss settlement	10%
Maximum loss	20% of origination UPB

Fannie Mae can double or triple our risk-sharing obligation if the loan does not meet specific underwriting criteria or if a loan defaults within 12 months of its sale to Fannie Mae. We may request modified risk-sharing at the time of origination, which reduces our potential risk-sharing obligation from the levels described above.

We use several techniques to manage our risk exposure under the Fannie Mae DUS risk-sharing program. These techniques include maintaining a strong underwriting and approval process, evaluating and modifying our underwriting criteria given the underlying multifamily housing market fundamentals, limiting our geographic market and borrower exposures, and electing the modified risk-sharing option under the Fannie Mae DUS program.

The “Business” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains a discussion of the risk-sharing caps we have with Fannie Mae.

We regularly monitor the credit quality of all loans for which we have a risk-sharing obligation. Loans with indicators of underperforming credit are placed on a watch list, assigned a numerical risk rating based on our assessment of the relative credit weakness, and subjected to additional evaluation or loss mitigation. Indicators of underperforming credit include poor financial performance, poor physical condition, poor management, and delinquency. A specific reserve is recorded when it is probable that a risk-sharing loan will foreclose or has foreclosed, and a reserve for estimated credit losses and a guaranty obligation are recorded for all other risk-sharing loans.

The calculated CECL reserve for the Company’s $54.0 billion at-risk Fannie Mae servicing portfolio as of December 31, 2022 was $39.7 million compared to $52.3 million as of December 31, 2021. The decrease in the CECL reserve was principally related to a reduction in our historical loss factor and the forecast-period loss rate used for the year ended December 31, 2022.

As of December 31, 2022, two at-risk loans with an aggregate UPB of $37.0 million were in default compared to three loans with an aggregate UPB of $78.7 million as of December 31, 2021. The collateral-based reserve on defaulted loans was $4.4 million and $10.3 million as of December 31, 2022 and December 31, 2021, respectively. We had a benefit for risk-sharing obligations of $13.9 million and $12.7 million for the years ended December 31, 2022 and 2021, respectively.  

For the ten-year period from January 1, 2013 through December 31, 2022, we recognized net write-offs of risk-sharing obligations of $22.0 million, or an average of less than two basis points annually of the average at risk Fannie Mae portfolio balance.

We have never been required to repurchase a loan.

New/Recent Accounting Pronouncements

NOTE 2 in the consolidated financial statements in Item 15 of Part IV in this Annual Report on Form 10-K contains a description of the accounting pronouncements that the Financial Accounting Standards Board has issued and that have the potential to impact us but have not yet been adopted by us. There were no other accounting pronouncements issued during 2022 that have the potential to impact our consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

For loans held for sale to Fannie Mae, Freddie Mac, and HUD, we are not currently exposed to unhedged interest rate risk during the loan commitment, closing, and delivery processes. The sale or placement of each loan to an investor is negotiated prior to closing on the loan with the borrower, and the sale or placement is typically effectuated within 60 days of closing. The coupon rate for the loan is set at the same time we establish the interest rate with the investor.

Some of our assets and liabilities are subject to changes in interest rates. Earnings from escrows generally track the effective Federal Funds Rate (“EFFR”). The EFFR was 433 basis points and seven basis points as of December 31, 2022 and 2021, respectively.   The following table shows the impact on our annual escrow earnings due to a 100-basis point increase and decrease in EFFR based on our escrow balances

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outstanding at each period end. A portion of these changes in earnings as a result of a 100-basis point increase in the EFFR would be delayed several months due to the negotiated nature of some of our escrow arrangements.

	As of December 31,
Change in annual escrow earnings due to: (in thousands)	2022		2021
100 basis point increase in EFFR	$	26,933	$	37,249
100 basis point decrease in EFFR (1)		(26,933)		(3,662)

The borrowing cost of our warehouse facilities used to fund loans held for sale, loans held for investment, and investments in tax credit equity is based on LIBOR or SOFR. The base SOFR was 430 basis points as of December 31, 2022. 30-day LIBOR as of December 31, 2021 was 10 basis points. The interest income on our loans held for investment is based on LIBOR or SOFR. The LIBOR or SOFR reset date for loans held for investment is the same date as the LIBOR or SOFR reset date for the corresponding warehouse facility. The following table shows the impact on our annual net warehouse interest income due to a 100-basis point increase and decrease in LIBOR or SOFR, based on our warehouse borrowings outstanding at each period end. The changes shown below do not reflect an increase or decrease in the interest rate earned on our loans held for sale.

	As of December 31,
Change in annual net warehouse interest income due to: (in thousands)	2022		2021
100 basis point increase in SOFR or 30-day LIBOR	$	(3,986)	$	(16,062)
100 basis point decrease in SOFR or 30-day LIBOR (2)		3,986		573

Our Term Loan bears interest at SOFR plus 225 basis points with a SOFR floor of 50 basis points as of December 31, 2022. The following table shows the impact on our annual earnings due to a 100-basis point increase and decrease in SOFR as of December 31, 2022 and 2021, based on our current and previous notes payable balance outstanding at each period end. The Alliant note payable is fixed-rate debt; therefore, there is no impact to our earnings related to this debt when interest rates change.

	As of December 31,
Change in annual income from operations due to: (in thousands)	2022		2021
100 basis point increase in SOFR or 30-day LIBOR	$	(5,940)	$	(3,300)
100 basis point decrease in SOFR or 30-day LIBOR (2)		5,940		—

(1) The decrease as of December 31, 2021 is limited to EFFR in cases where the 100 basis point decrease resulted in a negative effective interest rate.

(2) The decrease as of December 31, 2021 is limited to 30-day LIBOR or SOFR as of December 31, 2021, as they were less than 100 basis points, or the interest rate floor, if applicable.

Market Value Risk

The fair value of our MSRs is subject to market-value risk. A 100-basis point increase or decrease in the weighted average discount rate would decrease or increase, respectively, the fair value of our MSRs by approximately $43.4 million as of December 31, 2022 compared to $38.4 million as of December 31, 2021. Our Fannie Mae and Freddie Mac servicing engagements provide for prepayment fees in the event of a voluntary prepayment prior to the expiration of the prepayment protection period. Our servicing contracts with institutional investors and HUD do not require them to provide us with prepayment fees. As of December 31, 2022, 90% of the servicing fees are protected from the risk of prepayment through prepayment provisions compared to 89% as of December 31, 2021; given this significant level of prepayment protection, we do not hedge our servicing portfolio for prepayment risk.

London Interbank Offered Rate (“LIBOR”) Transition

In the first quarter of 2021, the United Kingdom’s Financial Conduct Authority, the regulator for the administration of LIBOR, announced specific dates for its intention to stop publishing LIBOR rates, including the 30-day LIBOR (our primary reference rate) which is scheduled for June 30, 2023. It is expected that legacy LIBOR-based loans will transition to Secured Overnight Financing Rate (“SOFR”) on or before June 30, 2023. With respect to the loans we underwrite and service, we have been working closely with the GSEs on this matter through our participation on subcommittees and advisory councils. We continue to monitor our LIBOR exposure, review legal contracts and assess fallback language impacts, engage with our clients and other stakeholders, and monitor developments associated with LIBOR alternatives. We have also updated our debt agreements with warehouse facility providers to include fallback language governing the transition and have already transitioned our Term Loan and all but one of our warehouse facilities to SOFR.      

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Item 8. Financial Statements and Supplementary Data.

The consolidated financial statements of Walker & Dunlop, Inc. and subsidiaries and the notes related to the foregoing financial statements, together with the independent registered public accounting firm’s report thereon, listed in Item 15, are filed as part of this Annual Report on Form 10-K and are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934.

Based on that evaluation, the principal executive officer and principal financial officer concluded that the design and operation of these disclosure controls and procedures as of the end of the period covered by this report were effective to provide reasonable assurance that information required to be disclosed in our reports under the Securities and Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control — Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2022. Our internal control over financial reporting as of December 31, 2022 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their audit report which is included herein.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have integrated and continue to enhance the accounting processes and internal control over financial reporting for Alliant and its affiliates into our internal control over financial reporting environment.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

The information required by this item regarding directors, executive officers, corporate governance and our code of ethics is hereby incorporated by reference to the material appearing in the Proxy Statement for the Annual Meeting of Stockholders to be held in 2023 (the “Proxy Statement”) under the captions “BOARD OF DIRECTORS AND CORPORATE GOVERNANCE” and “EXECUTIVE OFFICERS – Executive Officer Biographies.” The information required by this item regarding compliance with Section 16(a) of the Securities Exchange Act

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of 1934, as amended, is hereby incorporated by reference, if applicable, to the material appearing in the Proxy Statement under the caption “VOTING SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT — Delinquent Section 16(a) Reports.” The information required by this Item 10 with respect to the availability of our code of ethics is provided in this Annual Report on Form 10-K. See “Available Information.”

Item 11. Executive Compensation.

The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the captions “COMPENSATION DISCUSSION AND ANALYSIS,” “COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS,” “COMPENSATION DISCUSSION AND ANALYSIS – Compensation Committee Report” and “COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS – Compensation Committee Interlocks and Insider Participation.”

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information regarding security ownership of certain beneficial owners and management and securities authorized for issuance under our employee share-based compensation plans required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the captions “VOTING SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” and “COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS – Equity Compensation Plan Information.”

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 13 is hereby incorporated by reference to material appearing in the Proxy Statement under the captions “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” and “BOARD OF DIRECTORS AND CORPORATE GOVERNANCE – Corporate Governance Information – Director Independence.”

Item 14. Principal Accountant Fees and Services

The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the caption “AUDIT-RELATED MATTERS.”

PART IV

Item 15. Exhibits and Financial Statement Schedules

The following documents are filed as part of this report:

(a) Financial Statements

Walker & Dunlop, Inc. and Subsidiaries Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Income and Comprehensive Income

Consolidated Statements of Changes in Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(b) Exhibits

2.1	Contribution Agreement, dated as of October 29, 2010, by and among Mallory Walker, Howard W. Smith, William M. Walker, Taylor Walker, Richard C. Warner, Donna Mighty, Michael Yavinsky, Edward B. Hermes, Deborah A. Wilson and Walker & Dunlop, Inc. (incorporated by reference to Exhibit 2.1 to Amendment No. 4 to the Company's Registration Statement on Form S-1 (File No. 333-168535) filed on December 1, 2010)
2.2	Contribution Agreement, dated as of October 29, 2010, by and between Column Guaranteed LLC and Walker & Dunlop, Inc. (incorporated by reference to Exhibit 2.2 to Amendment No. 4 to the Company's Registration Statement on Form S-1 (File No. 333-168535) filed on December 1, 2010)
2.3	Amendment No. 1 to Contribution Agreement, dated as of December 13, 2010, by and between Column Guaranteed LLC and Walker & Dunlop, Inc. (incorporated by reference to Exhibit 2.3 to Amendment No. 6 to the Company's Registration Statement on Form S-1 (File No. 333-168535) filed on December 13, 2010)

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2.4	Purchase Agreement, dated June 7, 2012, by and among Walker & Dunlop, Inc., Walker & Dunlop, LLC, CW Financial Services LLC and CWCapital LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K/A filed on June 15, 2012)
2.5	Purchase Agreement, dated as of August 30, 2021, by and among Walker & Dunlop, Inc., WDAAC, LLC, Alliant Company, LLC, Alliant Capital, Ltd., Alliant Fund Asset Holdings, LLC, Alliant Asset Management Company, LLC, Alliant Strategic Investments II, LLC, ADC Communities, LLC, ADC Communities II, LLC, AFAH Finance, LLC, Alliant Fund Acquisitions, LLC, Vista Ridge 1, LLC, Alliant, Inc., Alliant ADC, Inc., Palm Drive Associates, LLC, and Shawn Horwitz (incorporated by reference to Exhibit 2.5 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021)
2.6††	Share Purchase Agreement dated February 4, 2022 by and among Walker & Dunlop, Inc., WD-GTE, LLC, GeoPhy B.V. (“GeoPhy”), the several persons and entities constituting the holders of all of GeoPhy’s issued and outstanding shares of capital stock, and Shareholder Representative Services LLC, as representative of the Shareholders (incorporated by reference to Exhibit 2.6 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021)
3.1	Articles of Amendment and Restatement of Walker & Dunlop, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 4 to the Company's Registration Statement on Form S-1 (File No. 333-168535) filed on December 1, 2010)
3.2	Amended and Restated Bylaws of Walker & Dunlop, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 10, 2023)
4.1	Specimen Common Stock Certificate of Walker & Dunlop, Inc. (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Company's Registration Statement on Form S-1 (File No. 333-168535) filed on September 30, 2010)
4.2	Registration Rights Agreement, dated December 20, 2010, by and among Walker & Dunlop, Inc. and Mallory Walker, Taylor Walker, William M. Walker, Howard W. Smith, III, Richard C. Warner, Donna Mighty, Michael Yavinsky, Ted Hermes, Deborah A. Wilson and Column Guaranteed LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 27, 2010)
4.3	Stockholders Agreement, dated December 20, 2010, by and among William M. Walker, Mallory Walker, Column Guaranteed LLC and Walker & Dunlop, Inc. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 27, 2010)
4.4	Piggy Back Registration Rights Agreement, dated June 7, 2012, by and among Column Guaranteed, LLC, William M. Walker, Mallory Walker, Howard W. Smith, III, Deborah A. Wilson, Richard C. Warner, CW Financial Services LLC and Walker & Dunlop, Inc. (incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012)
4.5	Voting Agreement, dated as of June 7, 2012, by and among Walker & Dunlop, Inc., Walker & Dunlop, LLC, Mallory Walker, William M. Walker, Richard Warner, Deborah Wilson, Richard M. Lucas, Howard W. Smith, III and CW Financial Services LLC (incorporated by reference to Annex C of the Company’s proxy statement filed on July 26, 2012)
4.6	Voting Agreement, dated as of June 7, 2012, by and among Walker & Dunlop, Inc., Walker & Dunlop, LLC, Column Guaranteed, LLC and CW Financial Services LLC (incorporated by reference to Annex D of the Company’s proxy statement filed on July 26, 2012)
4.7*	Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
10.1	Formation Agreement, dated January 30, 2009, by and among Green Park Financial Limited Partnership, Walker & Dunlop, Inc., Column Guaranteed LLC and Walker & Dunlop, LLC (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1 (File No. 333-168535) filed on August 4, 2010)
10.2†	Employment Agreement, dated May 14, 2020, between Walker & Dunlop, Inc. and William M. Walker (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020)
10.3†	Employment Agreement, dated May 14, 2020, between Walker & Dunlop, Inc. and Howard W. Smith, III (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020)
10.4†	Amended and Restated Employment Agreement, dated May 4, 2022, by and between Walker & Dunlop, Inc. and Stephen P. Theobald (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022)
10.5†	Employment Agreement, dated May 14, 2020, between Walker & Dunlop, Inc. and Richard M. Lucas (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020)
10.6†	Employment Agreement, dated May 14, 2020, between Walker & Dunlop, Inc. and Paula A. Pryor (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020)
10.7†	Amended and Restated Employment Agreement, dated May 4, 2022, by and between Walker & Dunlop, Inc. and Gregory A. Florkowski (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022)
10.8†	2010 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 30, 2012)

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10.9†	Management Deferred Stock Unit Purchase Plan, as amended (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015)
10.10†	Amendment to the Walker & Dunlop, Inc. Management Deferred Stock Unit Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 6, 2020)
10.11†	Management Deferred Stock Unit Purchase Matching Program, as amended (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015)
10.12†	Form of Restricted Common Stock Award Agreement (Employee) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012)
10.13†	Amendment to Restricted Stock Award Agreement (Employee) (2010 Equity Incentive Plan) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015)
10.14†	Form of Restricted Common Stock Award Agreement (Director) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012)
10.15†	Amendment to Restricted Stock Award Agreement (Director) (2010 Equity Incentive Plan) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015)
10.16†	Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012)
10.17†	Amendment to Non-Qualified Stock Option Agreement Under the 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019)
10.18†	Form of Incentive Stock Option Award Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012)
10.19†	Form of Deferred Stock Unit Award Agreement (Matching Program) (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)
10.20†	Form of Restricted Stock Unit Award Agreement (Matching Program) (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)
10.21†	Form of Deferred Stock Unit Award Agreement (Purchase Plan, as amended) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015)
10.22†	Form of Amendment to Deferred Stock Unit Award Agreement (Purchase Plan) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015)
10.23†	Walker & Dunlop, Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (File No. 333-204722) filed June 4, 2015)
10.24†	Amendment No. 1 to Walker & Dunlop, Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016)
10.25†	Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019)
10.26†	Amendment to Non-Qualified Stock Option Agreement Under the 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019)
10.27†	Form of Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-8 (File No. 333-204722) filed June 4, 2015)
10.28†	Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-8 (File No. 333-204722) filed June 4, 2015)
10.29†	Form of Restricted Stock Agreement (Directors) (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-8 (File No. 333-204722) filed June 4, 2015)
10.30†	Form of Restricted Stock Unit Agreement (Matching Program) (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-8 (File No. 333-204722) filed June 4, 2015)
10.31†	Form of Deferred Stock Unit Agreement (Matching Program) (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-8 (File No. 333-204722) filed June 4, 2015)
10.32†	Form of Non-Qualified Stock Option Transfer Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019)
10.33†	Management Deferred Stock Unit Purchase Plan, as amended and restated effective May 1, 2017 (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017)
10.34†	Management Deferred Stock Unit Purchase Matching Program, as amended and restated effective May 1, 2017 (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017)
10.35†	Form of Deferred Stock Unit Award Agreement (Purchase Plan, as amended) (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017)
10.36†	Form of Deferred Stock Unit Award Agreement (Matching Program) (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017)

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10.37†	Form of Restricted Stock Unit Award Agreement (Matching Program) (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017)
10.38†	Walker & Dunlop, Inc. Deferred Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016)
10.39†	Walker & Dunlop, Inc. Deferred Compensation Plan for Non-Employee Directors Election Form (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016)
10.40†	Walker & Dunlop, Inc. 2015 Equity Incentive Plan Restricted Stock Agreement (Directors) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016)
10.41†	Walker & Dunlop, Inc. 2020 Equity Incentive Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 27, 2020)
10.42†	Form of Non-Qualified Stock Option Agreement under 2020 Equity Incentive Plan (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 (File No. 333-238259) filed May 14, 2020)
10.43†	Form of Performance Stock Unit Agreement under 2020 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 (File No. 333-238259) filed May 14, 2020)
10.44†	Form of Performance Stock Unit Agreement under 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021)
10.45†	Form of Performance Stock Unit Agreement with Over-Performance Stock Units under 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021)
10.46†	Form of Restricted Stock Agreement under 2020 Equity Incentive Plan (incorporated by reference to Exhibit 99.4 to the Company’s Registration Statement on Form S-8 (File No. 333-238259) filed May 14, 2020)
10.47†	Form of Restricted Stock Agreement (Directors) under 2020 Equity Incentive Plan (incorporated by reference to Exhibit 99.5 to the Company’s Registration Statement on Form S-8 (File No. 333-238259) filed May 14, 2020)
10.48†	Management Deferred Stock Unit Purchase Matching Program (incorporated by reference to Exhibit 99.6 to the Company’s Registration Statement on Form S-8 (File No. 333-238259) filed May 14, 2020)
10.49†	Form of Restricted Stock Unit Agreement (Management Deferred Stock Unit Purchase Matching Program) under 2020 Equity Incentive Plan (incorporated by reference to Exhibit 99.7 to the Company’s Registration Statement on Form S-8 (File No. 333-238259) filed May 14, 2020)
10.50†	Form of Deferred Stock Unit Agreement (Management Deferred Stock Unit Purchase Matching Program) under 2020 Equity Incentive Plan (incorporated by reference to Exhibit 99.8 to the Company’s Registration Statement on Form S-8 (File No. 333-238259) filed May 14, 2020)
10.51†	Form of Non-Qualified Stock Option Transfer Agreement under 2020 Equity Incentive Plan (incorporated by reference to Exhibit 99.9 to the Company’s Registration Statement on Form S-8 (File No. 333-238259) filed May 14, 2020)
10.52†	Indemnification Agreement, dated December 20, 2010, by and among Walker & Dunlop, Inc. and William M. Walker (incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)
10.53†	Indemnification Agreement, dated December 20, 2010, by and among Walker & Dunlop, Inc. and Howard W. Smith, III (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)
10.54†	Indemnification Agreement, dated December 20, 2010, by and among Walker & Dunlop, Inc. and John Rice (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)
10.55†	Indemnification Agreement, dated December 20, 2010, by and among Walker & Dunlop, Inc. and Richard M. Lucas (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)
10.56†	Indemnification Agreement, dated May 4, 2022, by and among Walker & Dunlop, Inc. and Gregory A. Florkowski (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022)
10.57†	Indemnification Agreement, dated December 20, 2010, by and among Walker & Dunlop, Inc. and Alan J. Bowers (incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)
10.58†	Indemnification Agreement, dated December 20, 2010, by and among Walker & Dunlop, Inc. and Dana L. Schmaltz (incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)
10.59†	Indemnification Agreement, dated May 14, 2020, by and among Walker & Dunlop, Inc. and Paula A. Pryor (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-Q for the quarterly period ended June 30, 2020)
10.60†	Indemnification Agreement, dated March 3, 2013, between Walker & Dunlop, Inc. and Stephen P. Theobald (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 4, 2013)

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10.61†	Indemnification Agreement, dated November 2, 2012, by and among Walker & Dunlop, Inc. and Michael D. Malone (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)
10.62†	Indemnification Agreement, dated February 28, 2017, by and among Walker & Dunlop, Inc. and Michael J. Warren (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017)
10.63†	Indemnification Agreement, dated March 6, 2019, by and between Walked & Dunlop, Inc. and Ellen D. Levy (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019)
10.64†	Indemnification Agreement, dated March 3, 2021, by and between Walked & Dunlop, Inc. and Donna C. Wells (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021)
10.65†	Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013)
10.66†	Walker & Dunlop, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 20, 2019)
10.67	Form of Trust Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 20, 2019)
10.68	Second Amended and Restated Warehousing Credit and Security Agreement, dated as of September 11, 2017, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc. and PNC Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 13, 2017)
10.69	First Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated as of September 15, 2017, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc. and PNC Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 20, 2017)
10.70	Second Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated as of September 10, 2018, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc. and PNC Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 13, 2018)
10.71	Third Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated as of May 20, 2019, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc. and PNC Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 23, 2019)
10.72	Fourth Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated as of September 6, 2019, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc. and PNC Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 11, 2019)
10.73	Fifth Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated as of April 23, 2020, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc. and PNC Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 29, 2020)
10.74	Sixth Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated as of August 21, 2020, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc. and PNC Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 26, 2020)
10.75	Seventh Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated as of October 28, 2020, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc. and PNC Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 2, 2020)
10.76	Eighth Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated as of December 18, 2020, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc. and PNC Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 23, 2020)
10.77	Ninth Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated as of April 15, 2021, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc. and PNC Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 20, 2021)
10.78	Tenth Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated as of June 8, 2021, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc. and PNC Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 11, 2021)
10.79	Eleventh Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated as of April 7, 2022, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc. and PNC Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 12, 2022)
10.80	Twelfth Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated as of May 12, 2022, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc. and PNC Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 16, 2022)

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10.81	Second Amended and Restated Guaranty and Suretyship Agreement, dated as of September 11, 2017, by Walker & Dunlop, Inc. in favor of PNC Bank, National Association, as Lender (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 13, 2017)
10.82	Master Repurchase Agreement, dated as of August 26, 2019, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc. and JPMorgan Chase Bank, N.A., as Buyer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 27, 2020)
10.83	Guaranty, dated as of August 26, 2019, by Walker & Dunlop, Inc. in favor of JPMorgan Chase Bank, N.A., as Buyer (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 27, 2020)
10.84	Side Letter, dated as of August 26, 2019, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc. and JPMorgan Chase Bank, N.A., as Buyer (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 27, 2020)
10.85	First Amendment to Master Repurchase Agreement, dated as of August 24, 2020, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc. and JPMorgan Chase Bank, N.A., as Buyer (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on August 27, 2020)
10.86	First Amendment to Side Letter, dated as of August 24, 2020, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc. and JPMorgan Chase Bank, N.A., as Buyer (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on August 27, 2020)
10.87	Amendment No. 2 to Master Repurchase Agreement, dated as of August 23, 2021, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc., and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 26, 2021)
10.88	Amendment No. 3 to Master Repurchase Agreement, dated as of September 30, 2021, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc., and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 5, 2021)
10.89	Amendment No. 4 to Master Repurchase Agreement, dated as of September 15, 2022, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc., and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 20, 2022)
10.90	Amendment No. 5 to Master Repurchase Agreement, dated as of December 29, 2022, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc., and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 4, 2023)
10.91	Amended and Restated Letter, dated as of September 30, 2021, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc., and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 5, 2021)
10.92	Amendment No. 1 to Amended and Restated Letter, dated as of September 15, 2022, by and among Walker & Dunlop, LLC, Walker & Dunlop, Inc., and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 20, 2022)
10.93	Closing Side Letter, dated as of September 4, 2012, by and among Walker & Dunlop, Inc., CW Financial Services LLC and CWCapital LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 10, 2012)
10.94	Registration Rights Agreement, dated as of September 4, 2012, by and between Walker & Dunlop, Inc. and CW Financial Services LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 10, 2012)
10.95	Closing Agreement, dated as of September 4, 2012, by and among Walker & Dunlop, Inc., CW Financial Services LLC and CWCapital LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 10, 2012)
10.96	Transfer and Joinder Agreement, dated as of September 4, 2012, by and among Walker & Dunlop, Inc., CW Financial Services LLC and Galaxy Acquisition LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 10, 2012)
10.97	Credit Agreement, dated as of December 16, 2021, by and among Walker & Dunlop, Inc., as borrower, the lenders referred to therein, JPMorgan Chase Bank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as sole lead arranger and bookrunner (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 20, 2021)
10.98	Guarantee and Collateral Agreement, dated as of December 16, 2021, by and among Walker & Dunlop, Inc., as borrower, certain subsidiaries of Walker & Dunlop, Inc., as subsidiary guarantors, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 20, 2021)

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10.99	Lender Joinder Agreement and Amendment No. 1, dated as of January 12, 2023, to the Credit Agreement, dated as of December 16, 2021, by and among the Company, as borrower, JPMorgan Chase Bank, N.A., a national banking association, as administrative agent and an Incremental Term B Lender, the several banks and other financial institutions or entities from time to time party thereto, and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 18, 2023).
21*	List of Subsidiaries of Walker & Dunlop, Inc. as of December 31, 2022
23*	Consent of KPMG LLP (Independent Registered Public Accounting Firm)
31.1*	Certification of Walker & Dunlop, Inc.'s Chief Executive Offer Pursuant to Rule 13a-14(a)
31.2*	Certification of Walker & Dunlop, Inc.'s Chief Financial Offer Pursuant to Rule 13a-14(a)
32**	Certification of Walker & Dunlop, Inc.'s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained an Exhibit 101)

†:Denotes a management contract or compensation plan, contract or arrangement.

††: Schedules (or similar attachments) have been omitted from this exhibit pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such schedules (or similar attachments) to the Securities and Exchange Commission upon request.

*:Filed herewith.

**:Furnished herewith. Information in this Annual Report on Form 10-K furnished herewith shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 16. Form 10-K Summary

Not applicable.

61

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Walker & Dunlop, Inc.

By:	/s/ William M. Walker
	William M. Walker
	Chairman and Chief Executive Officer
Date:	February 23, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ William M. Walker	Chairman and Chief Executive	February 23, 2023
William M. Walker	Officer (Principal Executive Officer)
/s/ Howard W. Smith, III	President and Director	February 23, 2023
Howard W. Smith, III
/s/ Ellen D. Levy	Director	February 23, 2023
Ellen D. Levy
/s/ Michael D. Malone	Director	February 23, 2023
Michael D. Malone
/s/ John Rice	Director	February 23, 2023
John Rice
/s/ Dana L. Schmaltz	Director	February 23, 2023
Dana L. Schmaltz
/s/ Michael J. Warren	Director	February 23, 2023
Michael J. Warren
/s/ Donna C. Wells	Director	February 23, 2023
Donna C. Wells
/s/ Gregory A. Florkowski	Executive Vice President and Chief Financial	February 23, 2023
Gregory A. Florkowski	Officer (Principal Financial Officer and Principal Accounting Officer)

62

INDEX TO THE FINANCIAL STATEMENTS

CONTENTS

		PAGE
Reports of Independent Registered Public Accounting Firm (PCAOB ID 185)		F-2
Consolidated Financial Statements of Walker & Dunlop, Inc. and Subsidiaries:
	Consolidated Balance Sheets as of December 31, 2022 and 2021	F-5
	Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2022, 2021, and 2020	F-6
	Consolidated Statements of Changes in Equity for the Years Ended December 31, 2022, 2021, and 2020	F-7
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021, and 2020	F-8 – F-9
	Notes to the Consolidated Financial Statements	F-11

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors
Walker & Dunlop, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Walker & Dunlop, Inc. and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income and comprehensive income, changes in equity, and cash flows for each of the years in the three year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 23, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Initial Valuation of Mortgage Servicing Rights

As discussed in Notes 2 and 3 to the consolidated financial statements, the fair value of expected net cash flows from servicing, net presented on the consolidated statements of income and comprehensive income amounted to $192 million for the year ended December 31, 2022. At the loan commitment date, the fair value of expected net cash flows from servicing (the initial fair value of servicing rights) is recognized as a derivative asset on the consolidated balance sheets and reclassified as capitalized mortgage servicing rights at the loan sale date. The measurement of the fair value of servicing rights requires certain assumptions, including the estimated life of the loan, discount rate, escrow earnings rate and servicing cost. The estimated net cash flows are discounted at a rate that reflects the credit and liquidity risk over the estimated life of the underlying loan (DCF method). The estimated life of the loan includes consideration of the prepayment provisions. The estimated earnings rate on escrow accounts associated with servicing the loan increases estimated future cash flows, and the estimated future cost to service the loan decreases estimated future cash flows.

F-2

We identified the assessment of the initial fair value of servicing rights as a critical audit matter.  The assessment involved significant measurement and valuation uncertainty requiring complex auditor judgment.  It also required specialized skills and knowledge because of the level of judgment and limited publicly available transactional and market participant data. Our assessment encompassed the evaluation of the significant assumptions used in estimating the net cash flows for determining the initial fair value of servicing rights, which included the discount rate and escrow earnings rate.  

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s measurement of the initial fair value of servicing rights, including controls over the: (1) identification and determination of the significant assumptions (discount rate and escrow earnings rate) used in estimating the net cash flows, and (2) preparation and measurement of the fair value of servicing rights for each loan. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the significant assumptions (discount rate and escrow earnings rate). The evaluation of these assumptions included comparing them against ranges that were developed using industry market survey data for comparable entities and loans. We performed sensitivity analyses over the significant assumptions to assess their impact on the Company’s determination of the initial fair value of servicing rights.

/s/ KPMG LLP

We have served as the Company’s auditor since 2007.

McLean, Virginia
February 23, 2023

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors
Walker & Dunlop, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Walker & Dunlop, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income and comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated February 23, 2023 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

McLean, Virginia

February 23, 2023

F-4

Walker & Dunlop, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except per share data)

	December 31,
	2022		2021
Assets
Cash and cash equivalents	$	225,949	$	305,635
Restricted cash		17,676		42,812
Pledged securities, at fair value		157,282		148,996
Loans held for sale, at fair value		396,344		1,811,586
Loans held for investment, net		200,247		269,125
Mortgage servicing rights		975,226		953,845
Goodwill		959,712		698,635
Other intangible assets		198,643		183,904
Receivables, net		202,251		212,019
Committed investments in tax credit equity		254,154		177,322
Other assets		457,875		402,110
Total assets	$	4,045,359	$	5,205,989
Liabilities
Warehouse notes payable	$	543,447	$	1,941,572
Notes payable		704,103		740,174
Allowance for risk-sharing obligations		44,057		62,636
Deferred tax liabilities, net		243,485		225,240
Commitments to fund investments in tax credit equity		239,281		162,747
Other liabilities		554,157		495,413
Total liabilities	$	2,328,530	$	3,627,782
Stockholders' Equity
Preferred stock (authorized 50,000 shares; none issued)	$	—	$	—
Common stock ($0.01 par value; authorized 200,000 shares; issued and outstanding 32,396 shares at December 31, 2022 and 32,049 shares at December 31, 2021)		323		320
Additional paid-in capital ("APIC")		412,636		393,022
Accumulated other comprehensive income (loss) ("AOCI")		(1,568)		2,558
Retained earnings		1,278,035		1,154,252
Total stockholders’ equity	$	1,689,426	$	1,550,152
Noncontrolling interests		27,403		28,055
Total equity	$	1,716,829	$	1,578,207
Commitments and contingencies (NOTES 2 and 9)		—		—
Total liabilities and equity	$	4,045,359	$	5,205,989

See accompanying notes to consolidated financial statements.

F-5

Walker & Dunlop, Inc. and Subsidiaries

Consolidated Statements of Income and Comprehensive Income

(In thousands, except per share data)

	For the year ended December 31,
	2022		2021		2020
Revenues
Loan origination and debt brokerage fees, net	$	348,007	$	446,014	$	359,061
Fair value of expected net cash flows from servicing, net		191,760		287,145		358,000
Servicing fees		300,191		278,466		235,801
Property sales broker fees		120,582		119,981		38,108
Investment management fees		71,931		25,637		10,713
Net warehouse interest income		15,777		22,108		29,326
Escrow earnings and other interest income		52,830		8,150		18,255
Other revenues		157,675		71,677		34,443
Total revenues	$	1,258,753	$	1,259,178	$	1,083,707
Expenses
Personnel	$	607,366	$	603,487	$	468,819
Amortization and depreciation		235,031		210,284		169,011
Provision (benefit) for credit losses		(11,978)		(13,287)		37,479
Interest expense on corporate debt		34,233		7,981		8,550
Other operating expenses		129,136		98,655		69,582
Total expenses	$	993,788	$	907,120	$	753,441
Income from operations	$	264,965	$	352,058	$	330,266
Income tax expense		56,034		86,428		84,313
Net income before noncontrolling interests	$	208,931	$	265,630	$	245,953
Less: net income (loss) from noncontrolling interests		(4,889)		(132)		(224)
Walker & Dunlop net income	$	213,820	$	265,762	$	246,177
Net change in unrealized gains (losses) on pledged available-for-sale securities, net of taxes		(4,126)		590		1,231
Walker & Dunlop comprehensive income	$	209,694	$	266,352	$	247,408
Basic earnings per share (NOTE 11)	$	6.43	$	8.27	$	7.85
Diluted earnings per share (NOTE 11)	$	6.36	$	8.15	$	7.69
Basic weighted-average shares outstanding		32,326		31,081		30,444
Diluted weighted-average shares outstanding		32,687		31,533		31,083

See accompanying notes to consolidated financial statements.

F-6

Walker & Dunlop, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity

(in thousands)

		Stockholders' Equity
	Common Stock							Retained		Noncontrolling		Total
	Shares	Amount		APIC		AOCI		Earnings		Interests		Equity
Balance at December 31, 2019	30,035	$	300	$	237,877	$	737	$	796,775	$	6,596	$	1,042,285
Cumulative-effect adjustment for adoption of ASU 2016-02, net of tax	—		—		—		—		(23,678)		—		(23,678)
Walker & Dunlop net income	—		—		—		—		246,177		—		246,177
Net loss from noncontrolling interests	—		—		—		—		—		(224)		(224)
Contributions from noncontrolling interests	—		—		—		—		—		675		675
Purchase of noncontrolling interests	—		—		(24,090)		—		—		(7,047)		(31,137)
Other comprehensive income (loss), net of tax	—		—		—		1,231		—		—		1,231
Stock-based compensation - equity classified	—		—		27,090		—		—		—		27,090
Issuance of common stock in connection with equity compensation plans	1,414		14		24,913		—		—		—		24,927
Repurchase and retirement of common stock (NOTE 11)	(771)		(7)		(24,786)		—		(20,981)		—		(45,774)
Cash dividends paid ($1.44 per common share)	—		—		—		—		(45,350)		—		(45,350)
Balance at December 31, 2020	30,678	$	307	$	241,004	$	1,968	$	952,943	$	—	$	1,196,222
Walker & Dunlop net income	—		—		—		—		265,762		—		265,762
Net income (loss) from noncontrolling interests	—		—		—		—		—		(132)		(132)
Other comprehensive income (loss), net of tax	—		—		—		590		—		—		590
Stock-based compensation - equity classified	—		—		35,491		—		—		—		35,491
Issuance of common stock in connection with equity compensation plans	686		7		14,834		—		—		—		14,841
Issuance of common stock in connection with acquisitions	859		9		120,562		—		—		—		120,571
Repurchase and retirement of common stock (NOTE 11)	(174)		(3)		(18,869)		—		—		—		(18,872)
Noncontrolling interests from acquisition	—		—		—		—		—		28,187		28,187
Cash dividends paid ($2.00 per common share)	—		—		—		—		(64,453)		—		(64,453)
Balance at December 31, 2021	32,049	$	320	$	393,022	$	2,558	$	1,154,252	$	28,055	$	1,578,207
Walker & Dunlop net income	—		—		—		—		213,820		—		213,820
Net income (loss) from noncontrolling interests	—		—		—		—		—		(4,889)		(4,889)
Other comprehensive income (loss), net of tax	—		—		—		(4,126)		—		—		(4,126)
Stock-based compensation - equity classified	—		—		32,555		—		—		—		32,555
Issuance of common stock in connection with equity compensation plans	695		6		15,858		—		—		—		15,864
Repurchase and retirement of common stock (NOTE 11)	(348)		(3)		(32,474)		—		(9,892)		—		(42,369)
Distributions to noncontrolling interest holders	—		—		—		—		—		(2,535)		(2,535)
Cash dividends paid ($2.40 per common share)	—		—		—		—		(80,145)		—		(80,145)
Other activity (NOTE 11)	—		—		3,675		—		—		6,772		10,447
Balance at December 31, 2022	32,396	$	323	$	412,636	$	(1,568)	$	1,278,035	$	27,403	$	1,716,829

See accompanying notes to consolidated financial statements.

F-7

Walker & Dunlop, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)

	For the year ended December 31,
	2022		2021		2020
Cash flows from operating activities
Net income before noncontrolling interests	$	208,931	$	265,630	$	245,953
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Gains attributable to the fair value of future servicing rights, net of guaranty obligation		(191,760)		(287,145)		(358,000)
Change in the fair value of premiums and origination fees (NOTE 2)		14,160		19,450		(32,981)
Amortization and depreciation		235,031		210,284		169,011
Stock compensation-equity and liability classified		33,987		36,582		28,319
Provision (benefit) for credit losses		(11,978)		(13,287)		37,479
Deferred tax expense		18,439		34,222		47,165
Fair value adjustments to contingent consideration liabilities		(13,512)		6,889		—
Cash paid to settle risk-sharing obligations		(4,631)		—		—
Gain from revaluation of previously held equity-method investment		(39,641)		—		—
Originations of loans held for sale		(17,952,129)		(17,810,768)		(22,828,602)
Proceeds from transfers of loans held for sale		19,324,810		18,431,542		21,216,975
Other operating activities, net		2,080		5,522		2,516
Changes in:
Receivables, net		44,842		(42,873)		(19,264)
Other assets		(69,552)		(26,613)		2,205
Other liabilities		(16,373)		41,020		77,854
Net cash provided by (used in) operating activities	$	1,582,704	$	870,455	$	(1,411,370)
Cash flows from investing activities
Capital expenditures	$	(21,995)	$	(9,208)	$	(2,983)
Purchases of equity-method investments		(26,099)		(33,446)		(1,682)
Purchases of pledged available-for-sale ("AFS") securities		(60,802)		(31,750)		(24,883)
Proceeds from prepayment and sale of pledged AFS securities		14,040		45,301		19,635
Investments in joint ventures		(5,040)		(66,718)		(24,369)
Distributions from joint ventures		12,573		47,065		15,907
Acquisitions, net of cash received		(114,163)		(420,555)		(46,784)
Originations of loans held for investment		(54,402)		(557,706)		(199,153)
Principal collected on loans held for investment		122,111		649,466		379,491
Net cash provided by (used in) investing activities	$	(133,777)	$	(377,551)	$	115,179
Cash flows from financing activities
Borrowings (repayments) of warehouse notes payable, net	$	(1,370,705)	$	(635,912)	$	1,718,470
Borrowings of interim warehouse notes payable		36,459		266,575		60,770
Repayments of interim warehouse notes payable		(63,858)		(227,999)		(167,960)
Repayments of notes payable		(36,629)		(294,773)		(2,977)
Borrowings of notes payable		—		598,500		—
Repayment of secured borrowings		—		(73,312)		2,766
Proceeds from issuance of common stock		486		5,252		14,021
Repurchase of common stock		(42,369)		(18,872)		(45,774)
Purchase of noncontrolling interests		—		—		(10,400)
Cash dividends paid		(80,145)		(64,453)		(45,350)
Payment of contingent consideration		(21,191)		—		(1,641)
Distributions to noncontrolling interest		(2,535)		—		—
Debt issuance costs		(3,337)		(12,732)		(4,298)
Net cash provided by (used in) financing activities	$	(1,583,824)	$	(457,726)	$	1,517,627
Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents (NOTE 2)	$	(134,897)	$	35,178	$	221,436

F-8

Walker & Dunlop, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (CONTINUED)

(In thousands)

Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period		393,180		358,002		136,566
Total of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period	$	258,283	$	393,180	$	358,002
Supplemental Disclosure of Cash Flow Information:
Cash paid to third parties for interest	$	76,661	$	37,947	$	45,944
Cash paid for income taxes		58,524		43,427		29,708

	For the year ended December 31,
	2022		2021		2020
Supplemental Disclosure of Non-Cash Activity:
Issuance of common stock in connection with acquisitions	$	—	$	120,571	$	10,906
Issuance of common stock to settle compensation liabilities		6,551		9,589		4,949
Issuance of common stock to settle contingent consideration liabilities (NOTE 7)		8,750		—		—
Net increase (decrease) in total equity due to consolidations of tax credit entities (NOTE 11)		10,447		—		—
Net increase (decrease) in total assets due to consolidations of tax credit entities (NOTE 11)		13,700		—		—
Net increase (decrease) in total liabilities due to consolidations of tax credit entities (NOTE 11)		3,559		—		—
Forgiveness of receivables related to acquisitions (NOTE 7)		5,460		—		5,674
Additions of contingent consideration liabilities from acquisitions (NOTE 7)		117,955		93,304		27,645

See accompanying notes to consolidated financial statements

F-9

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

NOTE 1—ORGANIZATION

These financial statements represent the consolidated financial position and results of operations of Walker & Dunlop, Inc. and its subsidiaries. Unless the context otherwise requires, references to “we,” “us,” “our,” “Walker & Dunlop” and the “Company” mean the Walker & Dunlop consolidated companies.

Walker & Dunlop, Inc. is a holding company and conducts the majority of its operations through Walker & Dunlop, LLC, the operating company. Walker & Dunlop is one of the leading commercial real estate services and finance companies in the United States. The Company originates, sells, and services a range of commercial real estate debt and equity financing products, provides multifamily property sales brokerage and valuation services, and engages in commercial real estate and affordable housing investment management activities with a particular focus on the affordable housing sector through low-income housing tax credit (“LIHTC”) syndication.

Through its agency lending products, the Company originates and sells loans pursuant to the programs of the Federal National Mortgage Association (“Fannie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac” and, together with Fannie Mae, the “GSEs”), the Government National Mortgage Association (“Ginnie Mae”), and the Federal Housing Administration, a division of the U.S. Department of Housing and Urban Development (together with Ginnie Mae, “HUD”). Through its debt brokerage products, the Company brokers, and in some cases services, loans for various life insurance companies, commercial banks, commercial mortgage-backed securities issuers, and other institutional investors.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation—The consolidated financial statements include the accounts of Walker & Dunlop, Inc., its wholly owned subsidiaries, and its majority owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity (“VIE”) or the voting interest model. The Company is required to first apply the VIE model to determine whether it holds a variable interest in an entity, and if so, whether the entity is a VIE. If the Company determines it holds a variable interest in a VIE and has a controlling financial interest and therefore is considered the primary beneficiary, the Company consolidates the entity. In instances where the Company holds a variable interest in a VIE but is not the primary beneficiary, the Company uses the equity-method of accounting.

If the Company determines it does not hold a variable interest in a VIE, it then applies the voting interest model. Under the voting interest model, the Company consolidates an entity when it holds a majority voting interest in an entity. If the Company does not have a majority voting interest but has significant influence, it uses the equity-method of accounting. In instances where the Company owns less than 100% of the equity interests of an entity but owns a majority of the voting interests or has control over an entity, the Company accounts for the portion of equity not attributable to Walker & Dunlop, Inc. as Noncontrolling interests on the Consolidated Balance Sheets and the portion of net income not attributable to Walker & Dunlop, Inc. as Net income (loss) from noncontrolling interests in the Consolidated Statements of Income.

Subsequent Events—The Company has evaluated the effects of all events that have occurred subsequent to December 31, 2022. The Company has made certain disclosures in the notes to the consolidated financial statements of events that have occurred subsequent to December 31, 2022. There have been no other material subsequent events that would require recognition in the consolidated financial statements.

Use of Estimates—The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses; including the allowance for risk-sharing obligations, initial fair value of capitalized mortgage servicing rights, initial and recurring fair value assessments of contingent consideration, and the fair value of the Apprise joint venture (as discussed in NOTE 7), actual results may vary from these estimates.

Mortgage Servicing Rights—When a loan is sold and the Company retains the right to service the loan, the derivative asset discussed below is reclassified and capitalized as an individual mortgage servicing right (“MSR”) at fair value. The initial capitalized amount is equal to the estimated fair value of the expected net cash flows associated with servicing the loans, net of the expected cash flows associated with any guaranty obligations. The following describes the principal assumptions used in estimating the fair value of capitalized MSRs.

Discount Rate—Depending upon loan type, the discount rate used is management's best estimate of market discount rates. The rates used for loans sold were between 8% and 14% for the years ended December 31, 2022 and 2021, between 10% and 15% for the year ended December 31, 2020, and varied based on loan type.

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Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Estimated Life—The estimated life of the MSRs is derived based upon the stated term of the prepayment protection provisions of the underlying loan and may be reduced by six to 12 months based upon the expiration or reduction of the prepayment provisions prior to the stated maturity date. The Company’s model for MSRs assumes no prepayment while the prepayment provisions have not expired and full prepayment of the loan at or near the point where the prepayment provisions have expired. The Company’s historical experience is that the prepayment provisions typically do not provide a significant deterrent to a borrower’s paying off the loan within six to 12 months of the expiration of the prepayment provisions.

Escrow Earnings—The estimated earnings rate on escrow accounts associated with the servicing of the loans for the life of the MSR is added to the estimated future cash flows.

The assumptions used to estimate the fair value of capitalized MSRs at loan sale are based on internal models and are compared to assumptions used by other market participants periodically. When such comparisons indicate that these assumptions have changed significantly, the Company adjusts its assumptions accordingly. For example, during the year ended December 31, 2020, the Company adjusted the escrow earnings rate assumption twice based on changes observed from other market participants. Additionally, the Company made adjustments to the discount rates in 2021 and escrow earnings rate in 2021 and 2022 based on observations from other market participants and economic conditions.

Subsequent to the initial measurement date, MSRs are amortized using the interest method over the period that servicing income is expected to be received and presented as a component of Amortization and depreciation in the Consolidated Statements of Income. The individual loan-level MSR is written off through a charge to Amortization and depreciation when a loan prepays, defaults, or is probable of default. The Company evaluates all MSRs for impairment quarterly. The predominant risk characteristic affecting the MSRs is prepayment risk, and we do not believe there is sufficient variation within the portfolio to warrant stratification. Therefore, we assess MSR impairment at the portfolio level. The Company engages a third party to assist in determining an estimated fair value of our existing and outstanding MSRs on at least a semi-annual basis.

Allowance for Risk-Sharing Obligations—Substantially all loans sold under the Fannie Mae DUS program contain partial or full risk-sharing guaranties that are based on the performance of the loan serviced in the at-risk servicing portfolio. The Company records an estimate of the loss reserve for the current expected credit losses (“CECL”) for all loans in our Fannie Mae at-risk servicing portfolio and presents this loss reserve as Allowance for risk-sharing obligations on the Consolidated Balance Sheets.

Overall Current Expected Credit Losses Approach

The Company uses the weighted-average remaining maturity method (“WARM”) for calculating its allowance for risk-sharing obligations, the Company’s liability for the off-balance-sheet credit exposure associated with the Fannie Mae at-risk DUS loans. WARM uses a weighted average annual charge-off rate (“historical loss rate”) that contains loss content over multiple vintages and loan terms and is used as a foundation for estimating the CECL reserve. The historical loss rate is applied to the unpaid principal balance (“UPB”) over the contractual term, adjusted for estimated prepayments and amortization to arrive at the CECL reserve for the entire current portfolio as described further below.

The Company maximizes the use of historical internal data because the Company has extensive historical data servicing Fannie Mae DUS loans from which to calculate historical loss rates and principal paydown by loan term type for its exposure to credit loss on its homogeneous portfolio of Fannie Mae DUS multifamily loans. Additionally, the Company believes its properties, loss history, and underwriting standards are not similar to public data such as loss histories for loans originated for collateralized mortgage-backed securities conduits.

Runoff Rate

One of the key inputs into a WARM calculation is the runoff rate, which is the expected rate at which loans in the current portfolio will prepay and amortize in the future. As the loans the Company originates have different original lives and run off over different periods, the Company groups loans by similar origination dates (vintage) and contractual maturity terms for purposes of calculating the runoff rate. The Company originates loans under the DUS program with various terms generally ranging from several years to 15 years; each of these various loan terms has a different runoff rate.

The Company uses its historical runoff rate for each of the different loan term pools as a proxy for the expected runoff rate. The Company believes that borrower behavior and macroeconomic conditions will not deviate significantly from historical performance over the

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Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

approximately ten-year period in which the Company has compiled the actual loss data. The ten-year period captures the various cycles of industry performance and provides a period that is long enough to capture sufficient observations of runoff history. In addition, due to the prepayment protection provisions for Fannie Mae DUS loans, the Company has not seen significant volatility in historical prepayment rates due to gradual changes in interest rates and would not expect this to change materially in future periods.

The historical annual runoff rate is calculated for each year of a loan’s life for each vintage in the portfolio and aggregated with the calculated runoff rate for each comparable year in every vintage. For example, the annual runoff rate for the first year of loans originated in 2010 is aggregated with the annual runoff rate for the first year of loans originated in 2011, 2012, and so on to calculate the average annual runoff rate for the first year of a loan. This average runoff calculation is performed for each year of a loan’s life for each of the various loan terms to create a matrix of historical average annual runoffs by year for the entire portfolio.

The Company segments its current portfolio of at-risk DUS loans outstanding by original loan term type and years remaining and then applies the appropriate historical average runoff rates to calculate the expected remaining balance at the end of each reporting period in the future. For example, for a loan with an original ten-year term and seven years remaining, the Company applies the historical average annual runoff rate for a ten-year loan for year four to arrive at the estimated remaining UPB one year from the current period, the historical average runoff rate for year five to arrive at the estimated remaining UPB two years from the current period, and so on up to the loan’s maturity date.

CECL Reserve Calculation

Once the Company has calculated the estimated outstanding UPB for each future year until maturity for each loan term type, the Company then applies the historical loss rate (as further described below) to each future year’s estimated UPB. The Company then aggregates the allowance calculated for each year within each loan term type and for all different maturity years to arrive at the CECL reserve for the portfolio.

The historical loss rate is calculated using a ten-year look-back period, utilizing the average portfolio balance and settled losses for each year. A ten-year period is used as the Company believes that this period of time includes sufficiently different economic conditions to generate a reasonable estimate of expected results in the future, given the relatively long-term nature of the current portfolio. This approach captures the adverse impact of the years following the great financial crisis of 2007-2010 because multifamily commercial loans have a lag period from the time of initial distress indications through the timing of loss settlement. The same loss rate is utilized across each loan term type as the Company has not observed any historical or industry-published data to indicate there is any difference in the occurrence probability or loss severity for a loan based on its loan origination term.

Reasonable and Supportable Forecast Period

The Company currently uses one year for its reasonable and supportable forecast period (the “forecast period”). The Company uses a forecast of unemployment rates, historically a highly correlated indicator for multifamily occupancy rates, and general economic forecasts from third parties to assess what macroeconomic and multifamily market conditions are expected to be like over the coming year. The Company then associates the forecasted conditions with a similar historical period over the past ten years, which could be one or several years, and uses the Company’s average loss rate for that historical period as a basis for the loss rate used for the forecast period. The Company reverts to the historical loss rate over a one-year period on a straight-line basis. For all remaining years until maturity, the Company uses the historical loss rate as described above to estimate losses. The average loss rate from a historical period used for the forecast period may be adjusted as necessary if the forecasted macroeconomic and industry conditions differ materially from the historical period.

Identification of Collateral-Based Reserves for Defaulted Loans

The Company monitors the performance of each risk-sharing loan for events or conditions which may signal a potential default. The Company’s process for identifying which risk-sharing loans may be probable of default consists of an assessment of several qualitative and quantitative factors, including payment status, property financial performance, local real estate market conditions, loan-to-value ratio, debt-service-coverage ratio (“DSCR”), property condition, and financial strength of the borrower or key principal(s). In instances where payment under the guaranty on a specific loan is determined to be probable (as the loan is probable of foreclosure or has foreclosed), the Company separately measures the expected loss through an assessment of the underlying fair value of the asset, disposition costs, and the risk-sharing percentage (the “collateral-based reserve”) through a charge to the provision for risk-sharing obligations, which is a component of Provision (benefit) for credit losses in the Consolidated Statements of Income. These loans are removed from the WARM calculation described above, and the associated loan-specific mortgage servicing right and guaranty obligation are written off. The expected loss on the risk-sharing obligation is dependent on the fair value of the underlying property as the loans are collateral dependent. Historically, initial recognition of a

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Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

collateral-based reserve occurs at or before a loan becomes 60 days delinquent.

The amount of the collateral-based reserve considers historical loss experience, adverse situations affecting individual loans, the estimated disposition value of the underlying collateral, and the level of risk sharing. The estimate of property fair value at initial recognition of the collateral-based reserve is based on appraisals, broker opinions of value, or net operating income and market capitalization rates, depending on the facts and circumstances associated with the loan and underlying collateral. The Company regularly monitors the collateral-based reserves on all applicable loans and updates loss estimates as current information is received. The settlement with Fannie Mae is based on the actual sales price of the property and selling and property preservation costs and considers the Fannie Mae loss-sharing requirements. The maximum amount of the loss the Company absorbs at the time of default is generally 20% of the origination UPB of the loan.

Provision (Benefit) for Credit Losses—The Company records the income statement impact of the changes in the allowance for loan losses and the allowance for risk-sharing obligations within Provision (benefit) for credit losses in the Consolidated Statements of Income. NOTE 4 contains additional discussion related to the allowance for risk-sharing obligations. Provision (benefit) for credit losses consisted of the following activity for the years ended December 31, 2022, 2021, and 2020:

Components of Provision (Benefit) for Credit Losses (in thousands)	2022		2021		2020
Provision (benefit) for loan losses	$	1,970	$	(610)	$	3,739
Provision (benefit) for risk-sharing obligations		(13,948)		(12,677)		33,740
Provision (benefit) for credit losses	$	(11,978)	$	(13,287)	$	37,479

Business Combinations—The Company accounts for business combinations using the acquisition method of accounting, under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. The Company recognizes identifiable assets acquired (including intangible assets) and liabilities (both specific and contingent) assumed at their fair values at the acquisition date. Furthermore, acquisition-related costs, such as due diligence, legal and accounting fees, are not capitalized or applied in determining the fair value of the acquired assets. The excess of the purchase price over the fair value of the assets acquired and the liabilities assumed is recognized as goodwill. During the measurement period, the Company records adjustments to the assets acquired and liabilities assumed with corresponding adjustments to goodwill in the reporting period in which the adjustment is identified. These adjustments during the measurement period are recorded to goodwill only in circumstances where the adjustment is related to additional information obtained subsequent to the acquisition about facts and circumstances that existed at the time of the acquisition. After the measurement period, which could be up to one year after the transaction date, subsequent adjustments are recorded to the Company’s Consolidated Statements of Income.

Goodwill—The Company evaluates goodwill for impairment annually. In addition to the annual impairment evaluation, the Company evaluates at least quarterly whether events or circumstances have occurred in the period subsequent to the annual impairment testing which indicate that it is more likely than not an impairment loss has occurred. The Company’s goodwill is allocated to four reporting units, each of which is a component of either the Capital Markets segment or the Servicing & Asset Management segment. The Company performs its impairment testing annually as of October 1 for each reporting unit for which goodwill has been allocated. The Company’s October 1, 2022 impairment test consisted of a qualitative assessment of each reporting unit as there were no indicators of a change in fair value; therefore, the Company concluded that the determination of the fair value of any reporting unit was unnecessary. As seen in NOTE 7, there was a reduction to the contingent consideration related to the Company’s Valuation Advisory reporting unit (included in the Company’s Capital Markets reportable segment). The Company concluded that this reduction in the contingent consideration was not an indicator that the fair value of the reporting unit was less than its carrying value because the change in the earnout was the result of the timing of the projected cash flows and operating results (“earnout metrics”). The contingent consideration is eligible to be earned over a four-year period. At acquisition, a high amount of the earnout metrics was projected to be achieved over the four-year earn-out period. Due to the macroeconomic conditions present during 2022, the Company’s projections for the earnout metrics were reduced for the earnout period and increased for periods beyond the earnout period.

Transfers of Financial Assets—Transfers of financial assets are reported as sales when (i) the transferor surrenders control over those assets, (ii) the transferred financial assets have been legally isolated from the Company’s creditors, (iii) the transferred assets can be pledged or exchanged by the transferee, and (iv) consideration other than beneficial interests in the transferred assets is received in exchange. The transferor is considered to have surrendered control over transferred assets if, and only if, certain conditions are met. The Company determined that all loans sold during the periods presented met these specific conditions and accounted for all transfers of loans held for sale as completed sales, except as otherwise noted.

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Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Derivative Assets and Liabilities—Loan commitments that meet the definition of a derivative are recorded at fair value on the Consolidated Balance Sheets upon the executions of the commitments to originate a loan with a borrower and to sell the loan to an investor, with a corresponding amount recognized as revenue on the Consolidated Statements of Income. The estimated fair value of loan commitments includes (i) the fair value of loan origination fees and premiums on the anticipated sale of the loan, net of co-broker fees (included in derivative assets, a component of Other Assets, on the Consolidated Balance Sheets and as a component of Loan origination and debt brokerage fees, net in the Consolidated Income Statements), (ii) the fair value of the expected net cash flows associated with the servicing of the loan, net of any estimated net future cash flows associated with the guarantee obligation (included in derivative assets, a component of Other Assets, on the Consolidated Balance Sheets and in Fair value of expected net cash flows from servicing, net in the Consolidated Income Statements), and (iii) the effects of interest rate movements between the trade date and balance sheet date. Loan commitments are generally derivative assets but can become derivative liabilities if the effects of the interest rate movement between the trade date and the balance sheet date are greater than the combination of (i) and (ii) above. Forward sale commitments that meet the definition of a derivative are recorded as either derivative assets or derivative liabilities depending on the effects of the interest rate movements between the trade date and the balance sheet date. Adjustments to the fair value are reflected as a component of income within Loan origination and debt brokerage fees, net in the Consolidated Statements of Income.

Co-broker fees, which are netted against Loan origination and debt brokerage fees, net in the Consolidated Statements of Income, were $17.3 million, $21.0 million and $33.1 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Loans Held for Sale—Loans held for sale represent originated loans that are generally transferred or sold within 60 days from the date that a mortgage loan is funded. The Company elects to measure all originated loans at fair value, unless the Company documents at the time the loan is originated that it will measure the specific loan at the lower of cost or fair value for the life of the loan. Electing to use fair value allows a better offset of the change in fair value of the loan and the change in fair value of the derivative instruments used as economic hedges. During the period prior to its sale, interest income on a loan held for sale is calculated in accordance with the terms of the individual loan. There were no loans held for sale that were valued at the lower of cost or fair value or on a non-accrual status at December 31, 2022 and 2021.

Share-Based Payment—The Company recognizes compensation costs for all share-based payment awards made to employees and directors, including restricted stock and restricted stock units based on the grant date fair value. Restricted stock awards are granted without cost to the Company’s officers, employees, and non-employee directors. The fair value of the award is calculated as the fair value of the Company’s common stock on the date of grant.

Stock option awards were granted to executive officers in the past. The Company has not granted any stock option awards since 2017 and does not expect to issue stock options for the foreseeable future. A small number of vested but unexercised stock options is outstanding as of December 31, 2022.

Generally, the Company’s restricted stock awards for its officers and employees vest ratably over a three-year period based solely on continued employment. Restricted stock awards for non-employee directors fully vest after one year. Awards issued to the Company's production personnel sometimes vest over a period greater than three years.

The Company offers a performance share plan (“PSP”) principally for the Company’s executives and certain other members of senior management. The performance period for each PSP is three full calendar years beginning on January 1 of the grant year. Participants in the PSP receive restricted stock units (“RSUs”) on the grant date for the PSP in an amount equal to achievement of all performance targets at a maximum level. If the performance targets are met at the end of the performance period and the participant remains employed by the Company, the participant fully vests in the RSUs, which immediately convert to unrestricted shares of common stock. If the performance targets are not met at the maximum level, the participant generally forfeits a portion of the RSUs. Generally, if the participant is no longer employed by the Company, the participant forfeits all of the RSUs. The performance targets for all the PSPs issued by the Company are based on meeting diluted earnings per share, return on equity, and total revenues goals. The Company records compensation expense for the PSP based on the grant-date fair value in an amount proportionate to the service time rendered by the participant and the expected achievement level of the goals.

Compensation expense for restricted shares is adjusted for actual forfeitures and is recognized on a straight-line basis, for each separately vesting portion of the award as if the award were in substance multiple awards, over the requisite service period of the award. Share-based compensation is recognized within the income statement as Personnel, the same expense line as the cash compensation paid to the respective employees.

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Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Loans Held for Investment, net—Loans held for investment are multifamily loans originated by the Company through the Interim Loan Program for properties that currently do not qualify for permanent GSE or HUD (collectively, the “Agencies”) financing. These loans have terms of up to three years and are all interest-only, multifamily loans with similar risk characteristics and no geographic concentration. The loans are carried at their unpaid principal balances, adjusted for net unamortized loan fees and costs, and net of any allowance for loan losses.

As of December 31, 2022, Loans held for investment, net consisted of nine loans with an aggregate $206.8 million of unpaid principal balance less $0.4 million of net unamortized deferred fees and costs and $6.2 million of allowance for loan losses. As of December 31, 2021, Loans held for investment, net consisted of 12 loans with an aggregate $274.5 million of unpaid principal balance less $1.2 million of net unamortized deferred fees and costs and $4.2 million of allowance for loan losses.

As of December, 31 2020, the Company had a portfolio of participating interest in loans held for investment accounted as a secured borrowing that was paid off in 2021, with the aggregate unpaid principal balance of the loans of $81.5 million presented as a component of Loans held for investment, net and the secured borrowing of $73.3 million presented within Other liabilities on the Consolidated Balance Sheets.

The Company assesses the credit quality of loans held for investment in the same manner as it does for the loans in the Fannie Mae at-risk portfolio as described above and records an allowance for these loans as necessary. The allowance for loan losses is estimated collectively for loans with similar characteristics. The collective allowance is based on the same methodology that the Company uses to estimate its allowance for risk-sharing obligations under the CECL standard for at-risk Fannie Mae Delegated Underwriting and Servicing (“DUS”) loans (with the exception of a reversion period) because the nature of the underlying collateral is the same, and the loans have similar characteristics, except they are significantly shorter in maturity. The reasonable and supportable forecast period used for the CECL allowance for loans held for investment is one year.

One loan held for investment with an unpaid principal balance of $14.7 million was delinquent and on non-accrual status as of December 31, 2022 and December 31, 2021. The Company had $5.9 million and $3.7 million in collateral-based reserves for this loan as of December 31, 2022 and December 31, 2021, respectively, and has not recorded any interest related to this loan since it went on non-accrual status. All other loans were current as of December 31, 2022 and 2021. The amortized cost basis of loans that were current as of December 31, 2022 and 2021 was $191.7 million and $258.6 million, respectively. As of December 31, 2022, $3.5 million, $162.3 million and $26.3 million of the loans that were current were originated in 2022, 2021, and 2019, respectively. No loans originated in 2020 were outstanding as of December 31, 2022. Prior to 2019, the Company had not experienced any delinquencies related to loans held for investment.

Statement of Cash Flows—The Company records the fair value of premiums and origination fees as a component of the fair value of derivative assets on the loan commitment date and records the related income within Loan origination and debt brokerage fees, net within the Consolidated Statements of Income. The cash for the origination fee is received upon closing of the loan, and the cash for the premium is received upon loan sale, resulting in a timing mismatch of the recognition of income and the receipt of cash in a given period when the derivative or loan held for sale remains outstanding at period end.

The Company accounts for this mismatch by recording an adjustment called Change in the fair value of premiums and origination fees within the Consolidated Statements of Cash Flows. The amount of the adjustment reflects a reduction to cash provided by or used in operations for the amount of income recognized upon rate lock (i.e., non-cash income) for derivatives and loans held for sale outstanding at period end and an increase to cash provided by or used in operations for cash received upon loan origination or sale for derivatives and loans held for sale that were outstanding at prior period end. When income recognized upon rate lock is greater than cash received upon loan origination or sale, the adjustment is a negative amount. When income recognized upon rate lock is less than cash received upon loan origination or loan sale, the adjustment is a positive amount.

For presentation in the Consolidated Statements of Cash Flows, the Company considers pledged cash and cash equivalents (as detailed in NOTE 9) to be restricted cash and restricted cash equivalents. The following table presents a reconciliation of the total of cash, cash

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Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

equivalents, restricted cash, and restricted cash equivalents as presented in the Consolidated Statements of Cash Flows to the related captions on the Consolidated Balance Sheets as of December 31, 2022, 2021, 2020, and 2019.

	December 31,
(in thousands)	2022		2021		2020		2019
Cash and cash equivalents	$	225,949	$	305,635	$	321,097	$	120,685
Restricted cash		17,676		42,812		19,432		8,677
Pledged cash and cash equivalents (NOTE 9)		14,658		44,733		17,473		7,204
Total cash, cash equivalents, restricted cash, and restricted cash equivalents	$	258,283	$	393,180	$	358,002	$	136,566

Income Taxes—The Company files income tax returns in the applicable U.S. federal, state, and local jurisdictions and generally is subject to examination by the respective jurisdictions for three years from the filing of a tax return. The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted.

Deferred tax assets are recognized only to the extent that it is more likely than not that they will be realizable based on consideration of available evidence, including future reversals of existing taxable temporary differences, projected future taxable income, and tax planning strategies.

The Company had an immaterial accrual for uncertain tax positions as of December 31, 2022 and 2021.

Net Warehouse Interest Income—The Company presents warehouse interest income net of warehouse interest expense. Warehouse interest income is the interest earned from loans held for sale and loans held for investment. Generally, a substantial portion of the Company’s loans is financed with matched borrowings under one of its warehouse facilities. The remaining portion of loans not funded with matched borrowings is financed with the Company’s own cash. Occasionally, the Company also fully funds a small number of loans held for sale or loans held for investment with its own cash. Warehouse interest expense is incurred on borrowings used to fund loans solely while they are held for sale or for investment. Warehouse interest income and expense are earned or incurred on loans held for sale after a loan is closed and before a loan is sold. Warehouse interest income and expense are earned or incurred on loans held for investment after a loan is closed and before a loan is repaid. The Company had a portfolio of participating interests in loans held for investment that was accounted for as a secured borrowing and paid off at the end of the second quarter of 2021. The Company recognized Net warehouse interest income on the unpaid principal balance of the loans and secured borrowing for the year ended December 31, 2021. The interest income and expense on the secured borrowing, which offset each other and are included in Net warehouse interest income, were $1.7 million and $3.4 million for the years December 31, 2021 and December 31, 2020, respectively. Included in Net warehouse interest income for the years ended December 31, 2022 and 2021, and 2020 are the following components:

	For the year ended December 31,
Components of Net Warehouse Interest Income (in thousands)	2022		2021		2020
Warehouse interest income - loans held for sale	$	52,021	$	42,480	$	53,090
Warehouse interest expense - loans held for sale		(42,354)		(28,084)		(35,154)
Net warehouse interest income - loans held for sale	$	9,667	$	14,396	$	17,936
Warehouse interest income - loans held for investment	$	13,044	$	12,406	$	17,741
Warehouse interest expense - loans held for investment		(6,934)		(4,694)		(6,351)
Net warehouse interest income - loans held for investment	$	6,110	$	7,712	$	11,390

Pledged Securities—As collateral against its Fannie Mae risk-sharing obligations (NOTES 4 and 9), certain securities have been pledged to the benefit of Fannie Mae to secure the Company's risk-sharing obligations. Substantially all of the balance of Pledged securities, at fair value within the Consolidated Balance Sheets as of December 31, 2022 and 2021 was pledged against Fannie Mae risk-sharing obligations. The Company’s investments included within Pledged securities, at fair value consist primarily of money market funds and Agency debt securities. The investments in Agency debt securities consist of multifamily Agency mortgage-backed securities (“Agency MBS”) and are all

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Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

accounted for as available-for-sale (“AFS”) securities. The Company does not record an allowance for credit losses for its AFS securities, including those whose fair value is less than amortized cost, when the AFS securities are issued by the GSEs. The contractual cash flows of these AFS securities are guaranteed by the GSEs, which are government-sponsored enterprises under the conservatorship of the Federal Housing Finance Agency. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost of these securities. The Company does not intend to sell any of the Agency MBS, nor does the Company believe that it is more likely than not that it would be required to sell these investments before recovery of their amortized cost basis, which may be at maturity.

Contracts with Customers—A majority of the Company’s revenues are derived from the following sources, all of which are excluded from the accounting provisions applicable to contracts with customers: (i) financial instruments, (ii) transfers and servicing, (iii) derivative transactions, and (iv) investments in debt securities/equity-method investments. The remaining portion of revenues is derived from contracts with customers. Other than LIHTC asset management fees as described below, the Company’s contracts with customers generally do not require significant judgment or material estimates that affect the determination of the transaction price (including the assessment of variable consideration), the allocation of the transaction price to performance obligations, and the determination of the timing of the satisfaction of performance obligations. Additionally, the earnings process for the Company’s contracts with customers is generally not complicated and is generally completed in a short period of time.

The Company provides asset management services to investors in low-income housing tax credits (“LIHTC”) funds and earns an asset management fee (“AMF”). The AMF is generally a specified percentage of invested assets in the LIHTC fund. The LIHTC funds invest in low-income housing projects, typically for a period of 10-15 years to meet the qualifications for the tax credit benefit. Cash distributions are made from the low-income housing project to the LIHTC fund. These distributions are subject to significant uncertainty as to the amount and timing as they are dependent upon the availability of cash for distribution, operating performance, and liquidity of the low-income housing project investments. Due to this significant uncertainty, the Company considers the contractual AMF to be variable consideration, substantially all of which is constrained. The Company estimates the amount of consideration not subject to the constraint at each quarterly reporting period. The amount of AMF revenue recognized each period is based on an assessment of the projected cash collections expected over the next twelve months. This projection is based on historical distributions and other considerations. The Company recognized asset management fees of $61.1 million for the year ended December 31, 2022. The asset management fees for the year ended December 31, 2021, were immaterial as the acquisition of Alliant occurred in December 2021. The AMF receivable was $43.0 million as of December 31, 2022 and $42.3 million as of December 31, 2021. The asset management fee receivable is included in Receivables, net on the Consolidated Balance Sheets, and the AMF revenue is included within Investment management fees in the Consolidated Statements of Income.

The following table presents information about the Company’s contracts with customers for the years ended December 31, 2022, 2021, and 2020:

Description (in thousands)	2022		2021		2020		Statement of income line item
Certain loan origination fees	$	157,153	$	186,986	$	64,528	Loan origination and debt brokerage fees, net
Property sales broker fees		120,582		119,981		38,108	Property sales broker fees
Investment management fees		71,931		25,637		10,713	Investment management fees
Application fees, appraisal revenues, subscription revenues, other revenues from LIHTC operations, and other revenues		80,304		30,920		12,286	Other revenues
Total revenues derived from contracts with customers	$	429,970	$	363,524	$	125,635

Guaranty Obligation, net—When a loan is sold under the Fannie Mae DUS program, the Company undertakes an obligation to partially guarantee the performance of the loan. Upon loan sale, a liability for the fair value of the obligation undertaken in issuing the guaranty is recognized and presented as a component of Other liabilities on the Consolidated Balance Sheets. The recognized guaranty obligation is the fair value of the Company’s obligation to stand ready to perform and credit risk over the term of the guaranty.

Generally, the estimated fair value of the guaranty obligation is based on the present value of the cash flows expected to be paid under the guaranty over the estimated life of the loan discounted using a rate consistent with what is used for the calculation of the mortgage servicing right for each loan. The life of the guaranty obligation is the estimated period over which the Company believes it will be required to stand ready under the guaranty. Subsequent to the initial measurement date, the liability is amortized over the life of the guaranty period using the straight-line method as a component of and reduction to Amortization and depreciation in the Consolidated Statements of Income.

F-17

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Cash and Cash Equivalents—The term cash and cash equivalents, as used in the accompanying consolidated financial statements, includes currency on hand, demand deposits with financial institutions, and short-term, highly liquid investments purchased with an original maturity of three months or less. The Company had no cash equivalents as of December 31, 2022 and 2021.

Restricted Cash—Restricted cash represents primarily good faith deposits from borrowers and cash held in a collection account to be used to fund the repayment of the Alliant note payable as described more fully in NOTE 6. The Company records a corresponding liability for the good faith deposits from borrowers within Other liabilities on the Consolidated Balance Sheets.

Receivables, Net—Receivables, net represents amounts currently due to the Company pursuant to contractual servicing agreements, investor good faith deposits held in escrow by others, notes receivable from the developers of affordable housing projects, asset management fees receivable, and other receivables. Substantially all of these receivables are expected to be collected within a short period of time and are with counterparties with high credit quality (such as the Agencies). Additionally, the Company has not experienced any credit losses related to these receivables. Consequently, the Company has not recorded an allowance for credit losses associated with its receivables as of December 31, 2022 and 2021.

Concentrations of Credit Risk—Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, loans held for sale, and derivative financial instruments.

The Company places the cash and temporary investments with high-credit-quality financial institutions and believes no significant credit risk exists. The counterparties to the loans held for sale and funding commitments are owners of residential multifamily properties located throughout the United States. Mortgage loans are generally transferred or sold within 60 days from the date that a mortgage loan is funded. There is no material residual counterparty risk with respect to the Company's funding commitments as each potential borrower must make a non-refundable good faith deposit when the funding commitment is executed. The counterparty to the forward sale is Fannie Mae, Freddie Mac, or a broker-dealer that has been determined to be a credit-worthy counterparty by us and our warehouse lenders. There is a risk that the purchase price agreed to by the investor will be reduced in the event of a late delivery. The risk for non-delivery of a loan primarily results from the risk that a borrower does not close on the funding commitment in a timely manner. This risk is generally mitigated by the non-refundable good faith deposit.

Leases—In the normal course of business, the Company executes lease arrangements for all of its office space. All such lease arrangements are accounted for as operating leases. The Company initially recognizes a lease liability for the obligation to make lease payments and a right-of-use (“ROU”) asset for the right to use the underlying asset for the lease term. The lease liability is measured at the present value of the lease payments over the lease term. The ROU asset is measured at the lease liability amount, adjusted for lease prepayments, accrued rent, lease incentives received, and the lessee’s initial direct costs.

These operating leases do not provide an implicit discount rate; therefore, the Company uses the incremental borrowing rate of its note payable at lease commencement to calculate lease liabilities as the terms on this debt most closely resemble the terms on the Company’s largest leases. The Company’s lease agreements often include options to extend or terminate the lease. Single lease cost related to these lease agreements is recognized on the straight-line basis over the term of the lease, which includes options to extend when it is reasonably certain that such options will be exercised and the Company knows what the lease payments will be during the optional periods.

Litigation—In the ordinary course of business, the Company may be party to various claims and litigation, none of which the Company believes is material. The Company cannot predict the outcome of any pending litigation and may be subject to consequences that could include fines, penalties, and other costs, and the Company’s reputation and business may be impacted. The Company believes that any liability that could be imposed on the Company in connection with the disposition of any pending lawsuits would not have a material adverse effect on its business, results of operations, liquidity, or financial condition.

Recently Adopted and Recently Announced Accounting Pronouncements—There were no recently announced but not yet effective accounting pronouncements issued that have the potential to impact the Company’s consolidated financial statements. The Company did not adopt any new accounting policies during 2022.

Reclassifications—The Company has made immaterial reclassifications to prior-year balances to conform to current-year presentation.

F-18

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

NOTE 3—MORTGAGE SERVICING RIGHTS

The fair value of MSRs as of December 31, 2022 and December 31, 2021 was $1.4 billion and $1.3 billion, respectively. The Company uses a discounted static cash flow valuation approach, and the key economic assumption is the discount rate. See the following sensitivities related to the discount rate:

The impact of a 100-basis point increase in the discount rate as of December 31, 2022 would be a decrease in the fair value of $43.4 million to the MSRs outstanding as of December 31, 2022.

The impact of a 200-basis point increase in the discount rate as of December 31, 2022 would be a decrease in the fair value of $83.9 million to the MSRs outstanding as of December 31, 2022.

These sensitivities are hypothetical and should be used with caution. These estimates do not include interplay among assumptions and are estimated as a portfolio rather than individual assets.

Activity related to capitalized MSRs (net of accumulated amortization) for the years ended December 31, 2022 and 2021 follows:

	For the year ended December 31,
Roll Forward of MSRs (in thousands)	2022		2021
Beginning balance	$	953,845	$	862,813
Additions, following the sale of loan		244,259		313,376
Amortization		(189,211)		(176,428)
Pre-payments and write-offs		(33,667)		(45,916)
Ending balance	$	975,226	$	953,845

The following table summarizes the gross value, accumulated amortization, and net carrying value of the Company’s MSRs as of December 31, 2022 and 2021:

Components of MSRs (in thousands)	December 31, 2022		December 31, 2021
Gross value	$	1,659,185	$	1,548,870
Accumulated amortization		(683,959)		(595,025)
Net carrying value	$	975,226	$	953,845

The expected amortization of MSRs held in the Consolidated Balance Sheet as of December 31, 2022 is shown in the table below. Actual amortization may vary from these estimates.

	Expected
(in thousands)	Amortization
Year Ending December 31,
2023	$	188,499
2024		172,303
2025		149,355
2026		124,381
2027		106,077
Thereafter		234,611
Total	$	975,226

The Company recorded write-offs of MSRs related to loans that were repaid prior to the expected maturity and loans that defaulted. These write-offs are included as a component of the MSR roll forward shown above and as a component of Amortization and depreciation in the Consolidated Statements of Income. Prepayment fees totaling $26.5 million, $40.1 million, and $22.0 million were earned for 2022, 2021, and 2020, respectively, and are included as a component of Other revenues in the Consolidated Statements of Income. Escrow earnings totaling $43.3 million, $5.6 million, and $14.9 million were earned for the years ended December 31, 2022, 2021, and 2020, respectively, and are

F-19

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

included as a component of Escrow earnings and other interest income in the Consolidated Statements of Income. All other ancillary servicing fees were immaterial for the periods presented.

Management reviews the MSRs for temporary impairment quarterly by comparing the aggregate carrying value of the MSR portfolio to the aggregate estimated fair value of the portfolio. Additionally, MSRs related to Fannie Mae loans where the Company has risk-sharing obligations are assessed for permanent impairment on an asset-by-asset basis, considering factors such as debt service coverage ratio, property location, loan-to-value ratio, and property type. Except for defaulted or prepaid loans, no temporary or permanent impairment was recognized for the years ended December 31, 2022, 2021, and 2020.

As of December 31, 2022, the weighted average remaining life of the aggregate MSR portfolio was 7.1 years.

NOTE 4—ALLOWANCE FOR RISK-SHARING OBLIGATIONS AND GUARANTY OBLIGATION

When a loan is sold under the Fannie Mae DUS program, the Company typically agrees to guarantee a portion of the ultimate loss incurred on the loan should the borrower fail to perform. The compensation for this risk is a component of the servicing fee on the loan. The guaranty is in force while the loan is outstanding. The Company does not provide a guaranty for any other loan product it sells or brokers. Substantially all loans sold under the Fannie Mae DUS program contain modified or full-risk sharing guaranties that are based on the credit performance of the loan. The Company records an estimate of the contingent loss reserve for CECL for all loans in its Fannie Mae at-risk servicing portfolio and also records collateral-based reserves as necessary and presents this combined loss reserve as Allowance for risk-sharing obligations on the Consolidated Balance Sheets. Additionally, a guaranty obligation is presented as a component of Other liabilities on the Consolidated Balance Sheets.

Activity related to the allowance for risk-sharing obligations for the years ended December 31, 2022 and 2021 follows:

	For the year ended December 31,
Roll Forward of Allowance for Risk-Sharing Obligations (in thousands)	2022		2021
Beginning balance	$	62,636	$	75,313
Provision (benefit) for risk-sharing obligations		(13,948)		(12,677)
Write-offs		(4,631)		—
Ending balance	$	44,057	$	62,636

F-20

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The Company assesses several qualitative and quantitative factors impacting the current and expected unemployment rate, macroeconomic conditions and multifamily market to calculate the Company’s CECL allowance each quarter. The key inputs for the CECL allowance are the historic loss rate, the forecast-period loss rate, the reversion-period loss rate, and the UPB of the at-risk servicing portfolio. A summary of the key inputs of the CECL allowance as of the end of each of the quarters presented and the provision impact during each quarter for the years ended December 31, 2022, 2021, and 2020 follows.

		2022
CECL Calculation Details and Provision Impact		Q1		Q2		Q3		Q4		Total
Forecast-period loss rate (in basis points)		3.0		2.2		2.2		2.1		N/A
Reversion-period loss rate (in basis points)		2.0		1.7		1.7		1.7		N/A
Historical loss rate (in basis points)		1.2		1.2		1.2		1.2		N/A
At-risk Fannie Mae servicing portfolio UPB (in billions)	$	49.7	$	51.2	$	52.1	$	54.0		N/A
CECL allowance (in millions)	$	42.5	$	37.7	$	38.9	$	39.7		N/A
Provision (benefit) for risk-sharing obligations (in millions)	$	(9.4)	$	(4.8)	$	1.2	$	(0.9)	$	(13.9)

		2021
CECL Calculation Details and Provision Impact		Q1		Q2		Q3		Q4		Total
Forecast-period loss rate (in basis points)		4.0		3.0		3.0		3.0		N/A
Reversion-period loss rate (in basis points)		2.0		2.0		2.0		2.0		N/A
Historical loss rate (in basis points)		1.8		1.8		1.8		1.8		N/A
At-risk Fannie Mae servicing portfolio UPB (in billions)	$	45.4	$	45.9	$	47.0	$	48.0		N/A
CECL allowance (in millions)	$	57.0	$	52.8	$	54.0	$	52.3		N/A
Provision (benefit) for risk-sharing obligations (in millions)	$	(10.7)	$	(4.3)	$	1.3	$	1.0	$	(12.7)

		2020
CECL Calculation Details and Provision Impact		Q1		Q2		Q3		Q4		Total
Forecast-period loss rate (in basis points)		7.0		7.0		7.0		6.0		N/A
Reversion-period loss rate (in basis points)		1.8		1.8		1.8		1.8		N/A
Historical loss rate (in basis points)		1.8		1.8		1.8		1.8		N/A
At-risk Fannie Mae servicing portfolio UPB (in billions)	$	37.2	$	39.9	$	41.0	$	42.8		N/A
CECL allowance (in millions)	$	57.3	$	62.3	$	63.6	$	67.0		N/A
Provision (benefit) for risk-sharing obligations (in millions)	$	22.5	$	5.1	$	1.3	$	4.8	$	33.7

The weighted-average remaining life of the at-risk Fannie Mae servicing portfolio as of December 31, 2022 was 7.2 years compared to 7.5 years as of December 31, 2021.

Two loans had aggregate collateral-based reserves of $4.4 million as of December 31, 2022 compared to three loans that had an aggregate collateral-based reserves of $10.3 million as of December 31, 2021.

Activity related to the guaranty obligation for the years ended December 31, 2022 and 2021 follows:

	For the year ended December 31,
Roll Forward of Guaranty Obligation (in thousands)	2022		2021
Beginning balance	$	47,378	$	52,306
Additions, following the sale of loan		6,532		5,607
Amortization and write-offs		(9,960)		(10,535)
Ending balance	$	43,950	$	47,378

As of December 31, 2022 and 2021, the maximum quantifiable contingent liability associated with the Company’s guarantees under the Fannie Mae DUS agreement was $11.0 billion and $10.1 billion, respectively. This maximum quantifiable contingent liability relates to the at-risk loans serviced for Fannie Mae at the specific point in time indicated. The maximum quantifiable contingent liability is not representative of the actual loss the Company would incur. The Company would be liable for this amount only if all of the loans it services for Fannie Mae, for which the Company retains some risk of loss, were to default and all of the collateral underlying these loans were determined to be without value at the time of settlement.

F-21

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

NOTE 5—SERVICING

The total unpaid principal balance of loans the Company was servicing for various institutional investors was $123.1 billion as of December 31, 2022 compared to $115.7 billion as of December 31, 2021

As of December 31, 2022 and 2021, custodial escrow accounts relating to loans serviced by the Company totaled $2.7 billion and $3.7 billion, respectively. These amounts are not included in the Consolidated Balance Sheets as such amounts are not Company assets; however, the Company is entitled to placement fees on these escrow balances, presented within Escrow earnings and other interest income in the Consolidated Statements of Income. Certain cash deposits at other financial institutions exceed the Federal Deposit Insurance Corporation insured limits. The Company places these deposits with financial institutions that meet the requirements of the Agencies and where it believes the risk of loss to be minimal.

NOTE 6—DEBT

Warehouse Facilities

As of December 31, 2022, to provide financing to borrowers under the Agencies’ programs, the Company had committed and uncommitted warehouse lines of credit in the amount of $3.9 billion with certain national banks and a $1.5 billion uncommitted facility with Fannie Mae (collectively, the “Agency Warehouse Facilities”). In support of these Agency Warehouse Facilities, the Company pledged substantially all of its loans held for sale under the Company's approved programs. The Company’s ability to originate mortgage loans for sale depends upon its ability to secure and maintain these types of short-term financings on acceptable terms.

Additionally, as of December 31, 2022, the Company had warehouse lines of credit in the amount of $0.5 billion with certain national banks to assist in funding loans held for investment under the Interim Loan Program (“Interim Warehouse Facilities”). The Company had pledged substantially all of its loans held for investment against these Interim Warehouse Facilities. The Company’s ability to originate loans held for investment depends upon market conditions, and its ability to secure and maintain these types of short-term financings on acceptable terms.

The interest rate for all our warehouse facilities is based on either an Adjusted Term Secured Overnight Financing Rate (“SOFR”) or London Interbank Offered Rate (“LIBOR”). The maximum amount and outstanding borrowings under Warehouse notes payable as of December 31, 2022 and 2021 follow:

	December 31, 2022
(dollars in thousands)	Committed		Uncommitted		Total Facility		Outstanding
Facility	Amount		Amount		Capacity		Balance		Interest rate(1)
Agency Warehouse Facility #1	$	325,000	$	250,000	$	575,000	$	141,965	SOFR plus 1.30%
Agency Warehouse Facility #2		700,000		300,000		1,000,000		102,926	SOFR plus 1.30%
Agency Warehouse Facility #3		600,000		265,000		865,000		110,394	SOFR plus 1.35%
Agency Warehouse Facility #4		200,000		225,000		425,000		26,079	SOFR plus 1.30%
Agency Warehouse Facility #5		—		1,000,000		1,000,000		—	SOFR plus 1.45%
Total National Bank Agency Warehouse Facilities	$	1,825,000	$	2,040,000	$	3,865,000	$	381,364
Fannie Mae repurchase agreement, uncommitted line and open maturity		—		1,500,000		1,500,000		11,350
Total Agency Warehouse Facilities	$	1,825,000	$	3,540,000	$	5,365,000	$	392,714
Interim Warehouse Facility #1	$	135,000	$	—	$	135,000	$	—	SOFR plus 1.80%
Interim Warehouse Facility #2		100,000		—		100,000		—	SOFR plus 1.35% to 1.85%
Interim Warehouse Facility #3		200,000		—		200,000		127,009	30-day LIBOR plus 1.75% to 3.25%
Interim Warehouse Facility #4		19,810		—		19,810		18,410	SOFR plus 3.11%
Total National Bank Interim Warehouse Facilities	$	454,810	$	—	$	454,810	$	145,419
Tax Credit Equity Warehouse Facility	$	20,000	$	—	$	20,000	$	5,916	Daily SOFR plus 2.80%
Debt issuance costs		—		—		—		(603)
Total warehouse facilities	$	2,299,810	$	3,540,000	$	5,839,810	$	543,447

F-22

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

	December 31, 2021
(dollars in thousands)	Committed		Uncommitted		Total Facility		Outstanding
Facility	Amount		Amount		Capacity		Balance		Interest rate(1)
Agency Warehouse Facility #1	$	425,000	$	—	$	425,000	$	34,032	SOFR plus 1.30%
Agency Warehouse Facility #2		700,000		300,000		1,000,000		147,055	30-day LIBOR plus 1.30%
Agency Warehouse Facility #3		600,000		265,000		865,000		156,705	30-day LIBOR plus 1.30%
Agency Warehouse Facility #4		350,000		—		350,000		45,337	30-day LIBOR plus 1.30%
Agency Warehouse Facility #5		—		1,000,000		1,000,000		175,608	SOFR plus 1.45%
Agency Warehouse Facility #6		150,000		100,000		250,000		—	30-day LIBOR plus 1.40%
Agency Warehouse Facility #7		150,000		50,000		200,000		16,289	30-day LIBOR plus 1.30%
Total National Bank Agency Warehouse Facilities	$	2,375,000	$	1,715,000	$	4,090,000	$	575,026
Fannie Mae repurchase agreement, uncommitted line and open maturity		—		1,500,000		1,500,000		1,186,306
Total Agency Warehouse Facilities	$	2,375,000	$	3,215,000	$	5,590,000	$	1,761,332
Interim Warehouse Facility #1	$	135,000	$	—	$	135,000	$	—	30-day LIBOR plus 1.90%
Interim Warehouse Facility #2		100,000		—		100,000		—	30-day LIBOR plus 1.65% to 2.00%
Interim Warehouse Facility #3		200,000		—		200,000		153,009	30-day LIBOR plus 1.75% to 3.25%
Interim Warehouse Facility #4		19,810		—		19,810		19,810	30-day LIBOR plus 3.00%
Total National Bank Interim Warehouse Facilities	$	454,810	$	—	$	454,810	$	172,819
Tax Credit Equity Warehouse Facility		30,000		—		30,000	$	8,296	Daily LIBOR plus 3.00%
Debt issuance costs		—		—		—		(875)
Total warehouse facilities	$	2,829,810	$	3,215,000	$	6,074,810	$	1,941,572

(1) Interest rate presented does not include the effect of interest rate floors.

Interest expense under the warehouse notes payable for the years ended December 31, 2022, 2021, and 2020 aggregated to $49.3 million, $34.5 million, and $45.0 million, respectively. Included in interest expense in 2022, 2021, and 2020 are the amortization of facility fees totaling $3.6 million, $3.8 million, and $4.1 million, respectively. The warehouse notes payable are subject to various financial covenants, and the Company was in compliance with all such covenants at December 31, 2022.

Agency Warehouse Facilities

The following section provides a summary of the key terms related to each of the Agency Warehouse Facilities. During 2022, the Company allowed two Agency warehouse facilities to mature according to their terms. The Company believes that the five remaining committed and uncommitted credit facilities from national banks and the uncommitted credit facility from Fannie Mae provide the Company with sufficient borrowing capacity to conduct its Agency lending operations.

Agency Warehouse Facility #1:

The Company has a warehousing credit and security agreement with a national bank for a $325.0 million committed warehouse line that is scheduled to mature on August 30, 2023. The agreement provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans. Advances are made at 100% of the loan balance and borrowings under this line bear interest at SOFR plus 130 basis points. The agreement contains certain affirmative and negative covenants that are binding on the Company’s operating subsidiary, Walker & Dunlop, LLC (which are in some cases subject to exceptions), including, but not limited to, restrictions on its ability to assume, guarantee, or become contingently liable for the obligation of another person, to undertake certain fundamental changes such as reorganizations, mergers, amendments to the Company’s certificate of formation or operating agreement, liquidations, dissolutions or dispositions or acquisitions of assets or businesses, to cease to be directly or indirectly wholly owned by the Company, to pay any subordinated debt in advance of its stated maturity or to take any action that would cause Walker & Dunlop, LLC to lose all or any part of its status as an eligible lender, seller, servicer or issuer or any license or approval required for it to engage in the business of originating, acquiring, or servicing mortgage loans. During 2022, the Company executed amendments to the agreement that decreased the committed borrowing capacity from $425.0 million to $325.0 million, at the Company’s request, added $250.0 million of uncommitted borrowing capacity, updated one of the financial covenants, and extended the maturity date.

F-23

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Agency Warehouse Facility #2:

The Company has a warehousing credit and security agreement with a national bank for a $700.0 million committed warehouse line that is scheduled to mature on April 13, 2023. The committed warehouse facility provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans. Advances are made at 100% of the loan balance, and borrowings under this line bear interest at SOFR plus 130 basis points. In addition to the committed borrowing capacity, the agreement provides $300.0 million of uncommitted borrowing capacity that bears interest at the same rate as the committed facility. During 2022, the Company executed amendments to the warehouse agreement that extended the maturity date and transitioned the interest rate from 30-day LIBOR plus 130 basis points to SOFR plus 130 basis points.

Agency Warehouse Facility #3:

The Company has a $600.0 million committed warehouse credit and security agreement with a national bank that is scheduled to mature on May 15, 2023. The committed warehouse facility provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD and FHA loans. Advances are made at 100% of the loan balance, and the borrowings under the warehouse agreement bear interest at a rate of SOFR plus 135 basis points. In addition to the committed borrowing capacity, the agreement provides $265.0 million of uncommitted borrowing capacity that bears interest at the same rate as the committed facility. During 2022, the Company executed amendments to the warehouse agreement related to this facility that extended the maturity date, transitioned the interest rate from 30-day LIBOR plus 130 basis points to SOFR plus 135 basis points with an SOFR floor of 15 basis points, and updated one of the financial covenants.

Agency Warehouse Facility #4:

The Company has a $200.0 million committed warehouse credit and security agreement with a national bank that is scheduled to mature on June 22, 2023. The committed warehouse facility provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans and has a sublimit of $75.0 million to fund defaulted HUD and FHA loans. Advances are made at 100% of the loan balance, and the borrowings under the warehouse agreement bear interest at a rate of SOFR plus 130 basis points. During 2022, the Company executed an amendment that extended the maturity date, increased the total borrowing capacity to $425.0 million from $350.0 million, and transitioned the interest rate from 30-day LIBOR plus 130 basis points to SOFR plus 130 basis points.

Agency Warehouse Facility #5:

The Company has a master repurchase agreement with a national bank for a $1.0 billion uncommitted advance credit facility that is scheduled to mature on September 14, 2023. The facility provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans. Advances are made at 100% of the loan balance, and the borrowings under the repurchase agreement bear interest at a rate of SOFR plus 145 basis points. During 2022, the Company executed amendments to extend the maturity and updated one of the financial covenants.

Uncommitted Agency Warehouse Facility:

The Company has a $1.5 billion uncommitted facility with Fannie Mae under its ASAP funding program. After approval of certain loan documents, Fannie Mae will fund loans after closing, and the advances are used to repay the primary warehouse line. Fannie Mae will advance 99% of the loan balance. There is no expiration date for this facility. The uncommitted facility has no specific negative or financial covenants.

Interim Warehouse Facilities

The following section provides a summary of the key terms related to each of the Interim Warehouse Facilities.

Interim Warehouse Facility #1:

The Company has a $135.0 million committed warehouse line agreement that is scheduled to mature on May 15, 2023. The facility provides the Company with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to three years, using available cash in combination with advances under the facility. Borrowings under the facility are full recourse to the Company and bear interest at SOFR plus 180 basis points. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement. During 2022, the Company executed amendments to the agreement that extended the maturity date, transitioned the interest rate from 30-day LIBOR plus 190 basis points to SOFR plus 180 basis points, and updated one of the financial covenants.

F-24

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Interim Warehouse Facility #2:

The Company has a $100.0 million committed warehouse line agreement that is scheduled to mature on December 13, 2023. The agreement provides the Company with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to three years, using available cash in combination with advances under the facility. Borrowings under the facility are full recourse to the Company. All borrowings bear interest at SOFR plus 135 to 185 basis points (“the spread”). The spread varies according to the type of asset the borrowing finances. The lender retains a first priority security interest in all mortgages funded by such advances on a cross-collateralized basis. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement. During 2022, the Company executed an amendment that extended the maturity date to and transitioned the interest rate from 30-day LIBOR plus 165 to 200 basis points to SOFR plus 135 to 185 basis points, with a SOFR floor of zero basis points.

Interim Warehouse Facility #3:

The Company has a $200.0 million repurchase agreement with a national bank that is scheduled to mature on September 29, 2023. The agreement provides the Company with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to three years, using available cash in combination with advances under the facility. Borrowings under the facility are full recourse to the Company. The borrowings under the agreement bear interest at a rate of 30-day LIBOR plus 175 to 325 basis points. The spread varies according to the type of asset the borrowing finances. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement. During 2022, the Company executed an amendment that extended the maturity date.

Interim Warehouse Facility #4:

The Company has a $19.8 million warehouse loan and security agreement with a national bank that funds one specific loan. The agreement provides for a maturity date to coincide with the earlier of the maturity date for the underlying loan or the stated maturity date of October 1, 2024. Borrowings under the facility are full recourse and bear interest at SOFR plus 311 basis points, with a floor of 150 basis points. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement. During 2022, the Company executed an amendment that extended the stated maturity date to October 1, 2024 and transitioned the interest rate from 30-day LIBOR plus 300 basis points to SOFR plus 311 basis points with an SOFR floor of 150 basis points.

The Company believes that the four interim credit facilities from national banks and its corporate cash provide it with sufficient borrowing capacity to conduct its Interim Loan Program lending operations.

Both the Agency Warehouse Facilities and Interim Warehouse Facilities require compliance with certain financial covenants, which are measured for the Company and its subsidiaries on a consolidated basis, which include but are not limited to minimum tangible net worth requirements, minimum liquidity requirements, minimum servicing portfolio UPB requirements, debt service coverage ratios, and other customary financial covenants. The agreements contains customary events of default, which are in some cases subject to certain exceptions, thresholds, notice requirements, and grace periods. The warehouse agreements contain cross-default provisions, such that if a default occurs under any of the Company’s warehouse agreements, generally the lenders under the other warehouse agreements could also declare a default. The Company is in compliance with all of its Agency and Interim warehouse facility covenants.

Tax Credit Equity Warehouse Facility:

The Company, through its wholly-owned subsidiary Alliant Capital, Ltd. (“Alliant”), has a warehouse line of credit with a national bank that is used to fund the Company’s Committed investments in tax credit equity before transferring them to a tax credit fund. The warehouse facility is a revolving commitment that is expected to renew at maturity.

In October 2022, the Company, through Alliant, replaced the previous Tax Credit Equity Warehouse Facility with a new warehouse facility. The facility is scheduled to mature on October 5, 2025 and is guaranteed by the Company. The facility provides Alliant with up to $20.0 million in committed borrowing capacity to fund investments in affordable housing limited partnerships that also secure the borrowings. Borrowings under this facility bear interest at SOFR plus 280 basis points, with a SOFR floor of zero basis points. In conjunction with the

F-25

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

guarantee, the agreement requires the Company comply with certain financial covenants, which are similar to those for the Agency and Interim Warehouse Facilities but have lower thresholds overall. The Company is in compliance with the covenants outlined above.

Notes payable

The following section provides a summary of the key terms related to each of the Company’s notes payable.

Term Loan Note Payable

On December 16, 2021, the Company entered into a senior secured credit agreement (the “Credit Agreement”) that replaced the Company’s prior credit agreement and provided for a $600.0 million term loan (the “Term Loan”). The Term loan was issued at a 0.25% discount, has a stated maturity date of December 16, 2028 (or, if earlier, the date of acceleration of the Term Loan pursuant to the term of the Term Loan Agreement), and bears interest at SOFR plus 225 basis points with a SOFR floor of 50 basis points. At any time, the Company may also elect to request one or more incremental term loan commitments not to exceed $230.0 million and 100% of trailing four-quarter Consolidated Adjusted EBITDA, provided that the total indebtedness would not cause the leverage ratio (as defined in the Credit Agreement) to exceed 3.00 to 1.00.

On January 12, 2023, the Company entered into a lender joinder agreement and amendment to the Credit Agreement that provided for an increment term loan (“Incremental Term Loan”) with a principal amount of $200.0 million, modified the ratio thresholds related to mandatory prepayments, and included a provision that allows additional types of indebtedness. The Incremental Term Loan was issued at a 2.0% discount and contains similar repayment terms as the Term Loan. The Company used approximately $115.9 million of the proceeds to pay off the Alliant note payable, accrued interest, and other fees. The Company is obligated to make principal payments on the Incremental Term Loan in consecutive quarterly installments equal to 0.25% of the aggregate original principal amount of the Incremental Term Loan on the last business day of each March, June, September, and December that commences on June 30, 2023.

The Company is obligated to make principal payments on the Term Loan in consecutive quarterly installments equal to 0.25% of the aggregate original principal amount of the term loan on the last business day of each of March, June, September, and December that commenced on March 31, 2022. The term loan also requires certain other prepayments in certain circumstances pursuant to the terms of the Term Loan Agreement. The remaining unpaid principal balance of the Term Loan and Incremental Term Loan is required to be paid in full on December 16, 2028 (or, if earlier, the date of acceleration of the term loan pursuant to the terms of the Term Loan Agreement) and will be in an amount equal to the aggregate outstanding principal of the Term Loan and Incremental Term Loan on such date (together with all accrued interest thereon).

The obligations of the Company under the Credit Agreement are guaranteed by Walker & Dunlop Multifamily, Inc., Walker & Dunlop, LLC, Walker & Dunlop Capital, LLC, W&D BE, Inc., and Walker & Dunlop Investment Sales, LLC, each of which is a direct or indirect wholly owned subsidiary of the Company (together with the Company, the “Loan Parties”), pursuant to the Amended and Restated Guarantee and Collateral Agreement entered into on December 16, 2021 among the Loan Parties and JPMorgan Chase Bank, N.A., as administrative agent (the “Guarantee and Collateral Agreement”). Subject to certain exceptions and qualifications contained in the Credit Agreement, the Company is required to cause any newly created or acquired subsidiary, unless such subsidiary has been designated as an Excluded Subsidiary (as defined in the Credit Agreement) by the Company in accordance with the terms of the Credit Agreement, to guarantee the obligations of the Company under the Credit Agreement and become a party to the Guarantee and Collateral Agreement. The Company may designate a newly created or acquired subsidiary as an Excluded Subsidiary, so long as certain conditions and requirements provided for in the Credit Agreement are met.

The Credit Agreement contains certain affirmative and negative covenants that are binding on the Loan Parties, including, but not limited to, restrictions (subject to specified exceptions and qualifications) on the ability of the Loan Parties to incur indebtedness, to create liens on their property, to make investments, to merge, consolidate or enter into any similar combination, or enter into any asset disposition of all or substantially all assets, or liquidate, wind-up or dissolve, to make asset dispositions, to declare or pay dividends or make related distributions, to enter into certain transactions with affiliates, to enter into any negative pledges or other restrictive agreements, and to engage in any business other than the business of the Loan Parties as of the date of the Credit Agreement and business activities reasonably related or ancillary thereto, or to amend certain material contracts. The Credit Agreement contains only one financial covenant, which requires the Company to maintain a minimum asset coverage ratio (as defined in the Credit Agreement), tested quarterly. 

The Credit Agreement contains customary events of default (which are, in some cases, subject to certain exceptions, thresholds, notice requirements and grace periods), including, but not limited to, non-payment of principal or interest or other amounts, misrepresentations, failure

F-26

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

to perform or observe covenants, cross-defaults with certain other indebtedness or material agreements, certain change in control events, voluntary or involuntary bankruptcy proceedings, failure of the Credit Agreements or other loan documents to be valid and binding, certain ERISA events and judgments. The Company is in compliance with all covenants related to the Credit Agreement.

Alliant Note Payable

The Company had a note payable through its wholly-owned subsidiary, Alliant, which had an outstanding balance of $114.5 million as of December 31, 2022.  

On January 12, 2023, the Company repaid the Alliant note payable with proceeds from the Incremental Term loan as noted above.

The following table shows the components of the note payable as of December 31, 2022 and 2021:

(in thousands, unless otherwise specified)	December 31,
	2022		2021		Interest rate and repayments
Term Loan Note Payable
Unpaid principal balance	$	594,000	$	600,000	Interest rate varies - see above for further details;
Unamortized debt discount		(1,270)		(1,491)	Quarterly principal payments of $1.5 million and $0.8 million, respectively
Unamortized debt issuance costs		(7,594)		(8,914)
Carrying balance	$	585,136	$	589,595
Alliant Note Payable
Unpaid principal balance	$	114,546	$	145,175	4.75% Fixed-rate
Fair value adjustment(1)		4,421		5,404
Carrying balance	$	118,967	$	150,579
Total Notes Payable Carrying Balance	$	704,103	$	740,174

(1) Fair value adjustment related to the acquisition of Alliant.

The scheduled maturities, as of December 31, 2022, for the aggregate of the warehouse notes payable and the notes payable are shown below. The warehouse notes payable obligations are incurred in support of the related loans held for sale, loans held for investment, and investment in affordable housing limited partnerships. Amounts advanced under the warehouse notes payable for loans held for sale are included in the subsequent year as the amounts are usually drawn and repaid within 60 days. The amounts below related to the Term Loan note payable include only the quarterly and final principal payments required by the related credit agreement (i.e., the non-contingent payments) and do not include any principal payments that are contingent upon Company cash flow, as defined in the Credit Agreement (i.e., the contingent payments). The amounts below do not include any payments related to the Alliant note payable since it was repaid in January 2023. The maturities below are in thousands.

Year Ending December 31,	Maturities
2023	$	517,120
2024		38,930
2025		6,000
2026		6,000
2027		6,000
Thereafter		564,000
Total	$	1,138,050

All of the debt instruments, including the warehouse facilities, are senior obligations of the Company. All warehouse notes payable balances associated with loans held for sale and outstanding as of December 31, 2022 were or are expected to be repaid in 2023.

F-27

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Interest on the Company’s warehouse notes payable and notes payable are based on 30-day LIBOR, SOFR, or Daily SOFR. As a result of the expected transition from LIBOR, the Company has updated its debt agreements to include fallback language to govern the transition from 30-day LIBOR to an alternative reference rate.  

NOTE 7—GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and Acquisition Activities

A summary of the Company’s goodwill as of and for the years ended December 31, 2022 and 2021 follows:

	For the year ended December 31,
Roll Forward of Goodwill (in thousands)	2022		2021
Beginning balance	$	698,635	$	248,958
Additions from acquisitions		222,670		449,677
Measurement-period adjustments		38,407		—
Impairment		—		—
Ending balance	$	959,712	$	698,635

The additions to goodwill from acquisitions during 2022 shown in the table above during the year ended December 31, 2022 relate to two acquisitions. On February 28, 2022, the Company acquired 100% of the equity interests of GeoPhy B.V. (“GeoPhy”), a Netherlands-based commercial real-estate technology company. As part of the acquisition, the Company also obtained GeoPhy’s 50% interest in the Company’s appraisal joint venture, Apprise. The Company now owns 100% of Apprise and consolidates its balances and its operating results post acquisition. Prior to the acquisition, the Company accounted for its investment in Apprise under the equity method. The fair value of the consideration was $202.6 million and consisted of $82.1 million of cash, $5.5 million of forgiveness of a receivable the Company had with the joint venture (non-cash activity not reflected in the Consolidated Statements of Cash Flows), and $115.0 million of contingent consideration.

GeoPhy’s data analytics and technology development capabilities are expected to accelerate the growth of the Company’s lending, brokerage, and appraisal operations, and allow the Company to meet its goal of $5 billion of annual small-balance lending volume and appraisal revenue of $75 million by 2025 as part of the Company’s overall growth targets. A significant portion of the value associated with the GeoPhy acquisition was related to the assembled workforce with its combined expertise in information technology, data science, and commercial real estate. The Company believes that the combination of GeoPhy’s personnel, appraisal technology platform, and the future development of technology to accelerate growth in the origination of small-balance commercial loans, along with Walker & Dunlop’s financial resources will (i) drive a significant increase in the identification and retention of borrowers in the small-balance segment of the multifamily market that will allow the Company to dramatically scale its small-balance lending volumes and (ii) continue to drive significant growth in appraisal revenues over the next several years. GeoPhy’s financial results since the acquisition and pro-forma information as if the acquisition occurred January 1, 2021 are immaterial.

The contingent consideration noted above is contingent on achieving certain Apprise revenue and productivity milestones and small-balance loan volume and revenue milestones over a four-year period. The maximum earnout included as part of the GeoPhy acquisition is $205.0 million. The Company estimated that $130.7 million, or 64% of the maximum earnout, was achievable based on management forecasts. The discounted balance of $115.0 million is 56% of the maximum earnout amount. The Company estimated the fair value of this contingent consideration using a Monte Carlo simulation. The weighted average cost of capital (“WACC”) used for the valuation of the contingent consideration was 17.0% for the Apprise portion of the earnout and 14.5% for the small-balance portion of the earnout. The WACC reflects the additional risk inherent in the Apprise performance estimates as it is still in the startup stage of its development. The estimated achievable earnout amount was discounted using a forward curve for a Company-specific subordinated debt rating.

The calculation of goodwill of $214.0 million included the fair value of the consideration transferred of $202.6 million and the acquisition-date fair value of the Company’s previously held equity-method investment in Apprise of $58.5 million. The book value of the Company’s equity-method investment in Apprise prior to the acquisition date was $18.9 million, resulting in a $39.6 million gain from remeasuring to fair value (“Apprise revaluation gain”). The gain is included as a component of Other revenues in the Consolidated Statements of Income. The Company used a discounted cash flow model to estimate the acquisition-date fair value of Apprise, with the discount rate and management’s forecast of future revenues and cash flows as the most-significant inputs for the estimate. The discount rate used was 17.0%, and a control premium was not included in the estimate.

F-28

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The goodwill resulting from the GeoPhy acquisition was allocated to reporting units within the Company’s Capital Markets reportable segment. The other assets and liabilities primarily consisted of technology intangible assets of $31.0 million, deferred tax assets of $10.3 million, and deferred tax liabilities of $10.4 million. The technology intangible assets will be amortized over a 10-year period. Immaterial other liabilities were assumed.

The Company expects the portion of the goodwill associated with the contingent consideration to be tax deductible, with the tax-deductible amount of goodwill related to this contingent consideration to be determined once the cash payments to settle the contingent consideration are made. The financial results since the GeoPhy acquisition were immaterial. The revenues and earnings of Walker & Dunlop for the year ended December 31, 2022 as if the GeoPhy acquisition had occurred as of January 1, 2021 would not be materially different from the amounts presented in the Consolidated Statements of Income.

The second acquisition occurred during the third quarter of 2022 for consideration of $6.0 million of cash and $3.0 million of contingent consideration and resulted in $8.8 million of goodwill. The Company allocated the goodwill from this acquisition to a reporting unit of the Company’s Capital Markets reportable segment. The Company expects all of the goodwill from this acquisition to be tax deductible, with the tax-deductible amount of goodwill related to the contingent consideration to be determined once the cash payments to settle the contingent consideration are made. The financial results since the acquisition and pro-forma financial information as if the acquisition occurred on January 1, 2021 are immaterial.

The measurement-period adjustments above primarily relate to the GeoPhy acquisition and the Company’s acquisition of Alliant, an acquisition completed in December 2021, as more fully described in the Company’s 2021 Form 10-K. The Alliant measurement-period adjustments consist of $29.7 million additional purchase price consideration related to the settlement of working capital adjustments and immaterial other adjustments as a result of the Company obtaining additional information. During the third quarter of 2022, the Company settled working capital adjustments related to the GeoPhy acquisition, resulting in a $5.5 million reduction in purchase price consideration. The settlement of the cash owed to the Company from GeoPhy for working capital adjustments will be a reduction of the cash paid to settle the contingent consideration achieved in the future. The Company made other immaterial adjustments as a result of the Company obtaining additional information, including adjustments to the initial contingent consideration liability recognized. The Company has completed the purchase accounting for the Alliant and GeoPhy acquisitions as of December 31, 2022.

As discussed in NOTE 13 below, in the first quarter of 2022, the Company began disclosing three reportable segments. The following table shows goodwill by reportable segments as of December 31, 2022. As the Company did not have segment reporting as of December 31, 2021, all of the goodwill balance was allocated to the Company’s one reportable segment as of December 31, 2021.

	As of
Goodwill by Reportable Segment (in thousands)	December 31, 2022
Capital Markets	$	520,191
Servicing & Asset Management		439,521
Corporate		—
Ending balance	$	959,712

Other Intangible Assets

The Company’s other intangibles assets consist primarily of acquired customer contracts and technology intellectual property intangibles. Activity related to other intangible assets for the year ended December 31, 2022 and 2021 follows:

	For the year ended December 31,
Roll Forward of Other Intangible Assets (in thousands)	2022		2021
Beginning balance	$	183,904	$	1,880
Additions from acquisitions		31,000		185,361
Amortization		(16,261)		(3,337)
Ending balance	$	198,643	$	183,904

F-29

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The following table summarizes the gross value, accumulated amortization, and net carrying value of the Company’s other intangible assets as of December 31, 2022 and December 31, 2021:

Components of Other Intangible Assets (in thousands)	December 31, 2022		December 31, 2021
Gross value	$	220,682	$	189,682
Accumulated amortization		(22,039)		(5,778)
Net carrying value	$	198,643	$	183,904

The expected amortization of other intangible assets shown in the Consolidated Balance Sheet as of December 31, 2022 is shown in the table below. Actual amortization may vary from these estimates.

	Expected
(in thousands)	Amortization
Year Ending December 31,
2023	$	17,263
2024		16,206
2025		16,206
2026		16,206
2027		16,206
Thereafter		116,556
Total	$	198,643

As of December 31, 2022, the weighted average remaining life of all the other intangible assets was 12.6 years.

A summary of the Company’s contingent consideration, which is included in Other liabilities, as of and for the years ended December 31, 2022 and 2021 follows:

	For the year ended December 31,
Roll Forward of Contingent Consideration Liabilities (in thousands)	2022		2021
Beginning balance	$	125,808	$	28,829
Additions		117,955		93,304
Accretion		4,642		2,866
Fair value adjustments		(13,512)		6,889
Payments		(34,547)		(6,080)
Ending balance	$	200,346	$	125,808

The contingent consideration liabilities presented in the table above relate to (i) acquisitions of debt brokerage and investment sales brokerage companies completed over the past several years, (ii) the purchase of noncontrolling interests in 2020 that was fully earned as of December 31, 2021 and paid in 2022, (iii) the Alliant acquisition, and (iv) the GeoPhy acquisition. The contingent consideration for each of the acquisitions may be earned over various lengths of time after each acquisition, with a maximum earnout period of five years, provided certain revenue targets and other metrics have been met. The last of the earn-out periods related to the contingent consideration ends in the third quarter of 2027. In each case, the Company estimated the initial and December 31, 2022 fair values of the contingent consideration using a Monte Carlo simulation.

During 2022, the Company made fair value adjustments on two of its contingent consideration liabilities using updated information, including the probability of achievement and discount rate. The Company’s estimate of the fair values resulted in a decrease in the fair value of one of the Company’s contingent consideration liabilities that was partially offset by an increase in the fair value of another of the Company’s contingent consideration liabilities.

F-30

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The recognition of the contingent consideration liability for the two acquisitions in 2022 is non-cash, and thus not reflected in the amount of cash consideration paid on the Consolidated Statements of Cash Flows. In addition, $8.8 million of the payments settling contingent consideration liabilities included in the table above for the year ended December 31, 2022 were from the issuance of the Company’s common stock, a non-cash transaction.

NOTE 8—FAIR VALUE MEASUREMENTS

The Company uses valuation techniques that are consistent with the market approach, the income approach, and/or the cost approach to measure assets and liabilities that are measured at fair value. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, accounting standards establish a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

● Level 1—Financial assets and liabilities whose values are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

● Level 2—Financial assets and liabilities whose values are based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

● Level 3—Financial assets and liabilities whose values are based on inputs that are both unobservable and significant to the overall valuation.

The Company's MSRs are measured at fair value at inception, and thereafter on a nonrecurring basis. That is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value measurement when there is evidence of impairment and for disclosure purposes (NOTE 3). The Company's MSRs do not trade in an active, open market with readily observable prices. While sales of multifamily MSRs do occur on occasion, precise terms and conditions vary with each transaction and are not readily available. Accordingly, the estimated fair value of the Company’s MSRs was developed using discounted cash flow models that calculate the present value of estimated future net servicing income. The model considers contractually specified servicing fees, prepayment assumptions, estimated revenue from escrow accounts, delinquency rates, late charges, costs to service, and other economic factors. The Company periodically reassesses and adjusts, when necessary, the underlying inputs and assumptions used in the model to reflect observable market conditions and assumptions that a market participant would consider in valuing MSR assets.

A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

● Derivative Instruments—The derivative positions consist of interest rate lock commitments and forward sale agreements to the Agencies. The fair value of these instruments is estimated using a discounted cash flow model developed based on changes in the U.S. Treasury rate and other observable market data. The value was determined after considering the potential impact of collateralization, adjusted to reflect nonperformance risk of both the counterparty and the Company, and are classified within Level 3 of the valuation hierarchy.

● Loans Held for Sale—All loans held for sale presented in the Consolidated Balance Sheets are reported at fair value. The Company determines the fair value of the loans held for sale using discounted cash flow models that incorporate quoted observable inputs from market participants such as changes in the U.S. Treasury rate. Therefore, the Company classifies these loans held for sale as Level 2.

● Pledged Securities—Investments in money market funds are valued using quoted market prices from recent trades. Therefore, the Company classifies this portion of pledged securities as Level 1. The Company determines the fair value of its AFS Agency MBS

F-31

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

using discounted cash flows that incorporate observable inputs from market participants and then compares the fair value to broker estimates of fair value. Consequently, the Company classifies this portion of pledged securities as Level 2.

● Contingent Consideration Liabilities—Contingent consideration liabilities from acquisitions are initially recognized at fair value at acquisition and subsequently remeasured using a Monte Carlo simulation that uses updated management forecasts and current valuation assumptions and discount rates. The Company determines the fair value of each contingent consideration liability based on a probability of achievement, which incorporates management estimates. As a result, the Company classifies these liabilities as Level 3.

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of December 31, 2022 and 2021, segregated by the level of the valuation inputs within the fair value hierarchy used to measure fair value:

							Balance as of
(in thousands)	Level 1		Level 2		Level 3		Period End
December 31, 2022
Assets
Loans held for sale	$	—	$	396,344	$	—	$	396,344
Pledged securities		14,658		142,624		—		157,282
Derivative assets		—		—		17,636		17,636
Total	$	14,658	$	538,968	$	17,636	$	571,262
Liabilities
Derivative liabilities	$	—	$	—	$	2,076	$	2,076
Contingent consideration liabilities		—		—		200,346		200,346
Total	$	—	$	—	$	202,422	$	202,422
December 31, 2021
Assets
Loans held for sale	$	—	$	1,811,586	$	—	$	1,811,586
Pledged securities		44,733		104,263		—		148,996
Derivative assets		—		—		37,364		37,364
Total	$	44,733	$	1,915,849	$	37,364	$	1,997,946
Liabilities
Derivative liabilities	$	—	$	—	$	6,403	$	6,403
Contingent consideration liabilities		—		—		125,808		125,808
Total	$	—	$	—	$	132,211	$	132,211

There were no transfers between any of the levels within the fair value hierarchy during the year ended December 31, 2022 and 2021.

Derivative instruments (Level 3) are outstanding for short periods of time (generally less than 60 days). A roll forward of derivative instruments is presented below for the years ended December 31, 2022 and 2021:

	For the year ended December 31,
Derivative Assets and Liabilities, net (in thousands)	2022		2021
Beginning balance	$	30,961	$	44,720
Settlements		(555,168)		(746,918)
Realized gains recorded in earnings(1)		524,207		702,198
Unrealized gains (losses) recorded in earnings(1)		15,560		30,961
Ending balance	$	15,560	$	30,961

(1) Realized and unrealized gains from derivatives are recognized in Loan origination and debt brokerage fees, net and Fair value of expected net cash flows from servicing, net in the Consolidated Statements of Income.

F-32

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The following table presents information about significant unobservable inputs used in the recurring measurement of the fair value of the Company’s Level 3 assets and liabilities as of December 31, 2022:

	Quantitative Information about Level 3 Fair Value Measurements
(in thousands)	Fair Value		Valuation Technique	Unobservable Input (1)	Input Range (1)	Weighted Average (3)
Derivative assets	$	17,636	Discounted cash flow	Counterparty credit risk	—	—
Derivative liabilities	$	2,076	Discounted cash flow	Counterparty credit risk	—	—
Contingent consideration liabilities	$	200,346	Monte Carlo Simulation(2)	Probability of earn-out achievement	64% - 100%	77%

(1) Significant changes in this input may lead to significant changes in the fair value measurements.

(2) Valuation techniques used include probability-weighted achievement analysis and Monte Carlo simulation.

(3) Contingent consideration weighted based on maximum gross earnout amount.

The carrying amounts and the fair values of the Company's financial instruments as of December 31, 2022 and December 31, 2021 are presented below:

	December 31, 2022				December 31, 2021
	Carrying		Fair		Carrying		Fair
(in thousands)	Amount		Value		Amount		Value
Financial Assets:
Cash and cash equivalents	$	225,949	$	225,949	$	305,635	$	305,635
Restricted cash		17,676		17,676		42,812		42,812
Pledged securities		157,282		157,282		148,996		148,996
Loans held for sale		396,344		396,344		1,811,586		1,811,586
Loans held for investment, net		200,247		200,900		269,125		270,826
Derivative assets(1)		17,636		17,636		37,364		37,364
Total financial assets	$	1,015,134	$	1,015,787	$	2,615,518	$	2,617,219
Financial Liabilities:
Derivative liabilities(2)	$	2,076	$	2,076	$	6,403	$	6,403
Contingent consideration liabilities(2)		200,346		200,346		125,808		125,808
Warehouse notes payable		543,447		544,050		1,941,572		1,942,448
Notes payable		704,103		708,546		740,174		745,175
Total financial liabilities	$	1,449,972	$	1,455,018	$	2,813,957	$	2,819,834

(1) Included as a component of Other Assets on the Consolidated Balance Sheets.

(2) Included as a component of Other Liabilities on the Consolidated Balance Sheets.

The following methods and assumptions were used for recurring fair value measurements as of December 31, 2022 and 2021:

Cash and Cash Equivalents and Restricted Cash—The carrying amounts approximate fair value because of the short maturity of these instruments (Level 1).

Pledged Securities—Consist of cash, highly liquid investments in money market accounts invested in government securities, and investments in Agency debt securities. The investments of the money market funds typically have maturities of 90 days or less and are valued using quoted market prices from recent trades. The fair value of the Agency debt securities incorporates the contractual cash flows of the security discounted at market-rate, risk-adjusted yields.

Loans Held for Sale—Consist of originated loans that are generally transferred or sold within 60 days from the date that a mortgage loan is funded and are valued using discounted cash flow models that incorporate observable prices from market participants.

Contingent Consideration Liability—Consists of the estimated fair values of expected future earnout payments related to acquisitions completed in 2021 and 2022. The earn-out liabilities are valued using a probability-weighted achievement analysis or Monte Carlo simulation

F-33

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

analysis. The fair value of the contingent consideration liabilities incorporates unobservable inputs, such as the probability of earnout achievement, to determine the expected earn-out cash flows. The probability of the earn-out achievement is based on management’s estimate of the expected future performance and other financial metrics of each of the acquired entities, which are subject to significant uncertainty.

Derivative Instruments—Consist of interest rate lock commitments and forward sale agreements. These instruments are valued using discounted cash flow models developed based on changes in the U.S. Treasury rate and other observable market data. The value is determined after considering the potential impact of collateralization, adjusted to reflect nonperformance risk of both the counterparty and the Company.

Fair Value of Derivative Instruments and Loans Held for Sale—In the normal course of business, the Company enters into contractual commitments to originate and sell multifamily mortgage loans at fixed prices with fixed expiration dates. The commitments become effective when the borrowers "lock-in" a specified interest rate within time frames established by the Company. All mortgagors are evaluated for creditworthiness prior to the extension of the commitment. Market risk arises if interest rates move adversely between the time of the "lock-in" of rates by the borrower and the sale date of the loan to an investor.

To mitigate the effect of the interest rate risk inherent in providing rate lock commitments to borrowers, the Company enters into a sale commitment with the investor simultaneously with the rate lock commitment with the borrower. The sale contract with the investor locks in an interest rate and price for the sale of the loan. The terms of the contract with the investor and the rate lock with the borrower are matched in substantially all respects, with the objective of eliminating interest rate risk to the extent practical. Sale commitments with the investors have an expiration date that is longer than our related commitments to the borrower to allow, among other things, for the closing of the loan and processing of paperwork to deliver the loan into the sale commitment.

Both the rate lock commitments to borrowers and the forward sale contracts to buyers are undesignated derivatives and, accordingly, are marked to fair value through Loan origination and debt brokerage fees, net in the Consolidated Statements of Income. The fair value of the Company's rate lock commitments to borrowers and loans held for sale and the related input levels includes, as applicable:

● the estimated gain of the expected loan sale to the investor (Level 2);

● the expected net cash flows associated with servicing the loan, net of any guaranty obligations retained (Level 2);

● the effects of interest rate movements between the date of the rate lock and the balance sheet date (Level 2); and

● the nonperformance risk of both the counterparty and the Company (Level 3; derivative instruments only).

The estimated gain considers the origination fees the Company expects to collect upon loan closing (derivative instruments only) and premiums the Company expects to receive upon sale of the loan (Level 2). The fair value of the expected net cash flows associated with servicing the loan is calculated pursuant to the valuation techniques applicable to the fair value of future servicing, net at loan sale (Level 2).

To calculate the effects of interest rate movements, the Company uses applicable published U.S. Treasury prices, and multiplies the price movement between the rate lock date and the balance sheet date by the notional loan commitment amount (Level 2).

The fair value of the Company's forward sales contracts to investors considers effects of interest rate movements between the trade date and the balance sheet date (Level 2). The market price changes are multiplied by the notional amount of the forward sales contracts to measure the fair value.

The fair value of the Company’s interest rate lock commitments and forward sales contracts is adjusted to reflect the risk that the agreement will not be fulfilled. The Company’s exposure to nonperformance in interest rate lock commitments and forward sale contracts is represented by the contractual amount of those instruments. Given the credit quality of our counterparties and the short duration of interest rate lock commitments and forward sale contracts, the risk of nonperformance by the Company’s counterparties has historically been minimal (Level 3).

F-34

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The following table presents the components of fair value and other relevant information associated with the Company’s derivative instruments and loans held for sale as of December 31, 2022 and 2021.

			Fair Value Adjustment Components						Balance Sheet Location
													Fair Value
	Notional or		Estimated				Total						Adjustment
	Principal		Gain		Interest Rate		Fair Value		Derivative		Derivative		to Loans
(in thousands)	Amount		on Sale		Movement		Adjustment		Assets		Liabilities		Held for Sale
December 31, 2022
Rate lock commitments	$	376,870	$	12,349	$	(4,495)	$	7,854	$	7,854	$	—	$	—
Forward sale contracts		769,585		—		7,706		7,706		9,782		(2,076)		—
Loans held for sale		392,715		6,840		(3,211)		3,629		—		—		3,629
Total			$	19,189	$	—	$	19,189	$	17,636	$	(2,076)	$	3,629
December 31, 2021
Rate lock commitments	$	1,115,829	$	29,837	$	(4,604)	$	25,233	$	26,526	$	(1,293)	$	—
Forward sale contracts		2,881,224		—		5,728		5,728		10,838		(5,110)		—
Loans held for sale		1,765,395		47,315		(1,124)		46,191		—		—		46,191
Total			$	77,152	$	—	$	77,152	$	37,364	$	(6,403)	$	46,191

NOTE 9—FANNIE MAE COMMITMENTS AND PLEDGED SECURITIES

Fannie Mae DUS Related Commitments—Commitments for the origination and subsequent sale and delivery of loans to Fannie Mae represent those mortgage loan transactions where the borrower has locked an interest rate and scheduled closing and the Company has entered into a mandatory delivery commitment to sell the loan to Fannie Mae. As discussed in NOTE 8, the Company accounts for these commitments as derivatives recorded at fair value.

The Company is generally required to share the risk of any losses associated with loans sold under the Fannie Mae DUS program. The Company is required to secure these obligations by assigning restricted cash balances and securities to Fannie Mae, which are classified as Pledged securities, at fair value on the Consolidated Balance Sheets. The amount of collateral required by Fannie Mae is a formulaic calculation at the loan level and considers the balance of the loan, the risk level of the loan, the age of the loan, and the level of risk-sharing. Fannie Mae requires restricted liquidity for Tier 2 loans of 75 basis points, which is funded over a 48-month period that begins upon delivery of the loan to Fannie Mae. Pledged securities held in the form of money market funds holding U.S. Treasuries are discounted 5%, and Agency MBS are discounted 4% for purposes of calculating compliance with the restricted liquidity requirements. As seen below, the Company held substantially all of its pledged securities in Agency MBS as of December 31, 2022. The majority of the loans for which the Company has risk sharing are Tier 2 loans.

The Company is in compliance with the December 31, 2022 collateral requirements as outlined above. As of December 31, 2022, reserve requirements for the December 31, 2022 DUS loan portfolio will require the Company to fund $79.6 million in additional restricted liquidity over the next 48-months, assuming no further principal paydowns, prepayments, or defaults within the at-risk portfolio. Fannie Mae has in the past reassessed the DUS Capital Standards and may make changes to these standards in the future. The Company generates sufficient cash flow from its operations to meet these capital standards and does not expect any future changes to have a material impact on its future operations; however, any future increases to collateral requirements may adversely impact the Company’s available cash.

Fannie Mae has established benchmark standards for capital adequacy and reserves the right to terminate the Company's servicing authority for all or some of the portfolio if at any time it determines that the Company's financial condition is not adequate to support its obligations under the DUS agreement. The Company is required to maintain acceptable net worth as defined in the agreement, and the Company satisfied the requirements as of December 31, 2022. The net worth requirement is derived primarily from unpaid balances on Fannie Mae loans and the level of risk sharing. As of December 31, 2022, the net worth requirement was $285.6 million, and the Company's net worth was $692.8 million, as measured at our wholly owned operating subsidiary, Walker & Dunlop, LLC. As of December 31, 2022, the Company was required to maintain at least $56.9 million of liquid assets to meet operational liquidity requirements for Fannie Mae, Freddie Mac, HUD, and Ginnie

F-35

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Mae. The Company had operational liquidity of $170.8 million, as measured at our wholly owned operating subsidiary, Walker & Dunlop, LLC.

Pledged Securities—Pledged securities, at fair value consisted of the following balances as of December 31, 2022, 2021, 2020, and 2019:

	December 31,
Pledged Securities (in thousands)	2022		2021		2020		2019
Restricted cash	$	5,788	$	3,779	$	4,954	$	2,150
Money market funds		8,870		40,954		12,519		5,054
Total pledged cash and cash equivalents	$	14,658	$	44,733	$	17,473	$	7,204
Agency MBS		142,624		104,263		119,763		114,563
Total pledged securities, at fair value	$	157,282	$	148,996	$	137,236	$	121,767

The information in the preceding table is presented to reconcile beginning and ending cash, cash equivalents, restricted cash, and restricted cash equivalents in the Consolidated Statements of Cash Flows as more fully discussed in NOTE 2.

The following table provides additional information related to the AFS Agency MBS as of December 31, 2022 and 2021:

Fair Value and Amortized Cost of Agency MBS (in thousands)	December 31, 2022		December 31, 2021
Fair value	$	142,624	$	104,263
Amortized cost		144,801		100,847
Total gains for securities with net gains in AOCI		797		3,636
Total losses for securities with net losses in AOCI		(2,974)		(220)
Fair value of securities with unrealized losses		118,565		4,757

Three of the pledged securities with a fair value of $3.3 million, an amortized cost of $4.3 million, and a net unrealized loss of $1.0 million have been in a continuous unrealized loss position for more than 12-months. All three securities that have been in a continuous loss position are Agency debt securities that carry a guarantee of the contractual payments. The Company concluded that an allowance for credit losses will not be recognized, as the Company does not intend to sell the securities, and as they carry the guarantee of payment from the Agencies.

The following table provides contractual maturity information related to Agency MBS. The money market funds invest in short-term Federal Government and Agency debt securities and have no stated maturity date.

	December 31, 2022
Detail of Agency MBS Maturities (in thousands)	Fair Value		Amortized Cost
Within one year	$	—	$	—
After one year through five years		15,445		15,500
After five years through ten years		104,509		105,515
After ten years		22,670		23,786
Total	$	142,624	$	144,801

NOTE 10—SHARE-BASED PAYMENT

As of December 31, 2022, there were 10.5 million shares of stock authorized for issuance to directors, officers, and employees under the 2020 Equity Incentive Plan (and predecessor plans). As of December 31, 2022, 1.3 million shares remain available for grant under the 2020 Equity Incentive Plan.

Under the 2020 Equity Incentive Plan (and predecessor plans), the Company granted stock options to executive officers in the past and restricted shares to executive officers, employees, and non-employee directors during 2022, 2021, and 2020, all without cost to the grantee. For the year ended December 31, 2022, the Company granted 0.2 million RSUs to the executive officers and certain other employees connection with PSPs (“performance awards”). For each of the years ended 2021 and 2020, the Company granted 0.3 million RSUs to the executive officers

F-36

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

and certain other employees connection with PSPs (“performance awards”). The Company granted the RSUs at the maximum performance thresholds for each metric each year. As of December 31, 2022, the RSUs issued in connection with the 2022, 2021, and 2020 PSPs are unvested and outstanding.

The performance period for the 2019 PSP concluded on December 31, 2021. The three performance goals related to the 2019 PSP were met at varying levels. Accordingly, 0.2 million shares related to the 2019 PSP vested in the first quarter of 2022. As of December 31, 2022, the Company concluded that the three performance targets related to the 2020 PSP, 2021 PSP, and 2022 PSP were probable of achievement at varying levels.

The following table summarizes stock compensation expense for the years ended December 31, 2022, 2021, and 2020:

	For the year ended December 31,
Components of stock compensation expense (in thousands)	2022		2021		2020
Restricted shares	$	29,650	$	25,520	$	18,924
Stock options		—		—		71
PSP "RSUs"		4,337		11,062		9,324
Total stock compensation expense	$	33,987	$	36,582	$	28,319
Excess tax benefit recognized	$	6,106	$	8,620	$	7,273

The amounts attributable to restricted shares in the table above include both equity-classified awards granted in restricted shares and liability-classified awards to be granted in restricted shares. The excess tax benefits recognized above reduced income tax expense.

The following table summarizes restricted share activity for the year ended December 31, 2022:

		Weighted-
		Average
		Grant-date
Restricted Shares Activity	Shares	Fair Value
Nonvested at January 1, 2022	1,122,693	$	77.70
Granted	263,852		110.98
Vested	(402,937)		70.20
Forfeited	(26,440)		88.39
Nonvested at December 31, 2022	957,168	$	89.69

The fair value of restricted share awards granted during 2022 was estimated using the closing price on the date of grant. The weighted average grant date fair values of restricted shares granted in 2021 and 2020 were $101.48 per share and $74.75 per share, respectively. The fair values of the restricted shares that vested during the years ended December 31, 2022, 2021, and 2020 were $49.8 million, $44.6 million, and $30.4 million, respectively.

As of December 31, 2022, the total unrecognized compensation cost for outstanding restricted shares was $47.9 million. As of December 31, 2022, the weighted-average period over which this unrecognized compensation cost will be recognized is 3.4 years.

F-37

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The following table summarizes activity related to performance awards for the year ended December 31, 2022:

		Weighted-
		Average
		Grant-date
Restricted Share Units Activity	Share Units	Fair Value
Nonvested at January 1, 2022	778,546	$	67.66
Granted	233,052		130.26
Vested	(210,022)		139.75
Forfeited	(107,917)		94.10
Cancelled	(878)		67.13
Nonvested at December 31, 2022	692,781	$	89.67

The fair value of performance awards granted during 2022 was estimated using the closing price on the date of grant. The weighted average grant date fair values of performance awards granted in 2021 and 2020 were $101.04 per share and $50.26 per share, respectively. The fair value of the performance awards that vested during the years ended December 31, 2022, 2021 and 2020 was $29.4 million and $5.6 million, and $17.5 million, respectively.

As of December 31, 2022, the total unrecognized compensation cost for outstanding performance awards was $2.8 million. As of December 31, 2022, the weighted-average period over which this unrecognized compensation cost will be recognized is 1.2 years. The unrecognized compensation cost is based on the achievement levels that are probable as of December 31, 2022.

The following table summarizes stock options activity for the year ended December 31, 2022:

				Weighted-
		Weighted-		Average	Aggregate
		Average		Remaining	Intrinsic
		Exercise		Contract Life	Value
Stock Options Activity	Options	Price		(Years)	(in thousands)
Outstanding at January 1, 2022	234,006	$	22.25
Exercised	(16,181)		20.86
Outstanding at December 31, 2022	217,825	$	22.35		$
Exercisable at December 31, 2022	217,825	$	22.35	2.7	$	12,227

The total intrinsic value of the stock options exercised during the years ended December 31, 2022, 2021, and 2020 was $1.1 million, $17.5 million, and $21.6 million, respectively. We received no cash from the exercise of options for each of the years ended December 31, 2022, 2021, and 2020.

NOTE 11—EARNINGS PER SHARE AND STOCKHOLDERS’ EQUITY

Earnings per share (“EPS”) is calculated under the two-class method. The two-class method allocates all earnings (distributed and undistributed) to each class of common stock and participating securities based on their respective rights to receive dividends. The Company grants share-based awards to various employees and nonemployee directors under the 2020 Equity Incentive Plan that entitle recipients to receive nonforfeitable dividends during the vesting period on a basis equivalent to the dividends paid to holders of common stock. These unvested awards meet the definition of participating securities.

The following table presents the calculation of basic and diluted EPS for the years ended December 31, 2022, 2021, and 2020 under the two-class method. Participating securities were included in the calculation of diluted EPS using the two-class method, as this computation was more dilutive than the treasury-stock method.

F-38

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

	For the years ended December 31,
EPS Calculations (in thousands, except per share amounts)	2022		2021		2020
Calculation of basic EPS
Walker & Dunlop net income	$	213,820	$	265,762	$	246,177
Less: dividends and undistributed earnings allocated to participating securities		6,100		8,837		7,337
Net income applicable to common stockholders	$	207,720	$	256,925	$	238,840
Weighted-average basic shares outstanding		32,326		31,081		30,444
Basic EPS	$	6.43	$	8.27	$	7.85
Calculation of diluted EPS
Net income applicable to common stockholders	$	207,720	$	256,925	$	238,840
Add: reallocation of dividends and undistributed earnings based on assumed conversion		41		93		120
Net income allocated to common stockholders	$	207,761	$	257,018	$	238,960
Weighted-average basic shares outstanding		32,326		31,081		30,444
Add: weighted-average diluted non-participating securities		361		452		639
Weighted-average diluted shares outstanding		32,687		31,533		31,083
Diluted EPS	$	6.36	$	8.15	$	7.69

The assumed proceeds used for calculating the dilutive impact of restricted stock awards under the treasury method includes the unrecognized compensation costs associated with the awards. For the year ended December 31, 2022, 201 thousand average restricted shares were excluded from the computation of diluted EPS under the treasury-stock method. An immaterial number of average outstanding options to purchase common stock and average restricted shares were excluded from the computation of diluted earnings per share under the treasury method for the years ended December 31, 2021, and 2020 because the effect would have been anti-dilutive (the exercise price of the options or the grant date market price of the restricted shares was greater than the average market price of the Company’s shares during the periods presented).

Under the 2020 Equity Incentive Plan (and predecessor plans), subject to the Company’s approval, grantees have the option of electing to satisfy tax withholding obligations at the time of vesting or exercise by allowing the Company to withhold and purchase the shares of stock otherwise issuable to the grantee. For the years ended December 31, 2022, 2021, and 2020, the Company repurchased and retired 149 thousand, 150 thousand, and 179 thousand restricted shares at a weighted average market price of $125.28, $109.57, and $66.38, upon grantee vesting, respectively. For the years ended December 31, 2022 and 2021, the Company repurchased and retired 90 thousand and 24 thousand restricted share units at a weighted average market price of $139.75 and $100.36, respectively.

Stock Repurchase Programs

In February 2023, the Company’s Board of Directors approved a new stock repurchase program that permits the repurchase of up to $75.0 million of the Company’s common stock over a 12-month period beginning on February 23, 2023.

In February 2022, the Company’s Board of Directors authorized the Company to repurchase up to $75.0 million of its common stock over a 12-month period beginning on February 13, 2022. In 2022, the Company repurchased 109 thousand shares of its common stock under the 2022 share repurchase program at a weighted-average price of $101.77 per share and immediately retired the shares, reducing stockholders’ equity by $11.1 million.  The Company had $63.9 million of authorized share repurchase capacity remaining under the 2022 share repurchase program as of December 31, 2022.

In 2021, the Company did not repurchase any shares of its common stock under the share repurchase program.

In 2020, the Company repurchased 459 thousand shares of its common stock under a share repurchase program at a weighted average price of $56.77 per share and immediately retired the shares, reducing stockholders’ equity by $26.1 million.

F-39

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Dividends

In February 2023, our Board of Directors declared a dividend of $0.63 per share for the first quarter of 2023. The dividend will be paid on March 23, 2023 to all holders of record of our restricted and unrestricted common stock as of March 8, 2023.

The Term Loan contains direct restrictions to the amount of dividends the Company may pay, and the warehouse debt facilities and agreements with the Agencies contain minimum equity, liquidity, and other capital requirements that indirectly restrict the amount of dividends the Company may pay. The Company does not believe that these restrictions currently limit the amount of dividends the Company can pay for the foreseeable future.

Other Equity-Related Transactions

The following non-cash transactions did not impact the amount of cash paid on the Consolidated Statements of Cash Flows. During 2022, the operating agreement of three of the Company’s tax-credit-related joint ventures changed. The Company reconsidered its consolidation conclusion based on these changes and concluded that the joint ventures should be consolidated, resulting in a $3.7 million increase in APIC and $6.8 million of noncontrolling interests consolidated as shown on the Consolidated Statements of Changes in Equity for the year ended December 31, 2022. The consolidation also resulted in a $35.0 million increase in Receivables, net, a $21.3 million reduction in Other assets, and a $3.6 million increase in Other liabilities.

The Company did not issue any Company stock in connection with acquisitions during 2022.

The Company issued $120.6 million of Company stock in connection with acquisitions in 2021, a non-cash transaction. Additionally, in 2021, $9.6 million of stock was issued to employees for which we had an accrued liability prior to the issuance of the award. Upon issuance, the accrued liability was reclassed to APIC, a non-cash transaction.

In 2020, the Company purchased the noncontrolling interests held by two members of WDIS for an aggregate consideration of $32.0 million, which consisted of $10.4 million in cash, a $5.7 million reduction in receivables (a non-cash transaction), $5.9 million in Company stock (a non-cash transaction), and $10.0 million of contingent consideration (a non-cash transaction). The $32.0 million aggregate purchase price resulted in reductions to APIC of $24.1 million for the excess of the purchase price over the noncontrolling interest balance. As a result of the transactions, the Company recorded Net income (loss) from noncontrolling interests only for the first quarter of 2020 on the Consolidated Statements of Income. Additionally, the Company issued $5.0 million of Company stock in connection with acquisitions in 2020, a non-cash transaction.

NOTE 12—INCOME TAXES

Income Tax Expense

The Company calculates its provision for federal, state, and international income taxes based on current tax law. The Company began incurring income taxes in the Netherlands in 2022 in connection with the Company’s acquisition of GeoPhy. The reported tax provision differs from the amounts currently receivable or payable because some income and expense items are recognized in different time periods for financial

F-40

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

reporting purposes than for income tax purposes. The following is a summary of income tax expense for the years ended December 31, 2022, 2021, and 2020:

	For the year ended December 31,
Components of Income Tax Expense (in thousands)	2022		2021		2020
Current
Federal	$	23,014	$	40,025	$	26,854
State		11,065		12,181		10,294
International		3,516		—		—
Total current expense	$	37,595	$	52,206	$	37,148
Deferred
Federal	$	19,114	$	26,630	$	37,354
State		3,775		7,592		9,811
International		(4,450)		—		—
Total deferred expense	$	18,439	$	34,222	$	47,165
Total income tax expense	$	56,034	$	86,428	$	84,313

Under the provisions of Section 162(m) of the Internal Revenue Code, the deductibility of executive compensation is limited to $1 million per year for each named executive officer (“NEO”). Based on the information available as of December 31, 2022, 2021, and 2020, the Company believed that it is more likely than not a significant portion of NEO stock-based compensation book expense will exceed the $1 million limitation in future years when the shares vest, resulting in no tax deductibility for the book expense associated with these compensation agreements and no deferred tax assets. Additionally, for each of the years presented above, significant portions of NEO compensation were above the $1 million limitation, resulting in no tax deductibility for amounts above the $1 million limitation.

As discussed in NOTE 7, the Company recognized the Apprise revaluation gain in connection with its acquisition of GeoPhy. The gain is an unrealized, non-taxable gain, resulting in the reduction to income tax expense by the amount shown in the table below.

The following table presents a reconciliation of the statutory federal tax expense to the income tax expense in the accompanying Consolidated Statements of Income:

	For the year ended December 31,
(in thousands)	2022		2021		2020
Statutory federal expense	$	56,350	$	73,932	$	69,356
Statutory state income tax expense, net of federal tax benefit		13,567		16,409		13,828
Excess tax benefits, net of federal tax impact		(6,106)		(8,620)		(7,273)
Tax benefit of Apprise revaluation gain		(10,329)		—		—
Other		2,552		4,707		8,402
Income tax expense	$	56,034	$	86,428	$	84,313

F-41

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Deferred Tax Assets/Liabilities

The tax effects of temporary differences between reported earnings and taxable earnings consisted of the following:

	As of December 31,
Components of Deferred Tax Liabilities, Net (in thousands)	2022		2021
Deferred Tax Assets
Compensation related	$	(333)	$	5,811
Credit losses		12,425		16,748
Total deferred tax assets	$	12,092	$	22,559
Deferred Tax Liabilities
Mark-to-market of derivatives and loans held for sale	$	(3,583)	$	(16,874)
Mortgage servicing rights related		(218,767)		(208,718)
Acquisition related (1)		(24,673)		(12,977)
Depreciation		(6,261)		(2,317)
Other		(2,293)		(6,913)
Total deferred tax liabilities	$	(255,577)	$	(247,799)
Deferred tax liabilities, net	$	(243,485)	$	(225,240)

(1) Acquisition-related deferred tax liabilities consist of book-to-tax differences associated with basis step ups related to the amortization of goodwill recorded from acquisitions and book-to-tax differences in intangible asset amortization.

The Company believes it is more likely than not that it will generate sufficient taxable income in future periods to realize the deferred tax assets. During the year ended December 31, 2022, the Company recognized an immaterial amount of deferred tax assets that are not included as a component of deferred tax expense. During the year ended December 31, 2021, the Company recognized deferred tax assets of $5.4 million in conjunction with the acquisition of solar income tax credits and other activity, which are not included as a component of deferred tax expense.

Tax Uncertainties

The Company periodically assesses its liabilities and contingencies for all periods open to examination by tax authorities based on the latest available information. Where the Company believes it is more likely than not that a tax position will not be sustained, management records its best estimate of the resulting tax liability, including interest and penalties, in the consolidated financial statements. As of December 31, 2022, based on all known facts and circumstances and current tax law, management believes that there are no material tax positions for which it is reasonably possible that the unrecognized tax benefits will materially increase or decrease over the next 12 months, producing, individually or in the aggregate, a material effect on the Company’s results of operations, financial condition, or cash flows.

NOTE 13—SEGMENTS

Reportable Segments

In the first quarter of 2022, as a result of the Company’s growth and recent acquisitions, the Company’s executive leadership team, which functions as the Company’s chief operating decision making body, began making decisions and assessing performance based on the following three reportable segments. The reportable segments are determined based on the product or service provided and reflect the manner in which management is currently evaluating the Company’s financial information.  

(i) Capital Markets (“CM”)—CM provides a comprehensive range of commercial real estate finance products to our customers, including Agency lending, debt brokerage, property sales, and appraisal and valuation services. The Company’s long-established relationships with the Agencies and institutional investors enable CM to offer a broad range of loan products and services to the Company’s customers, including first mortgage, second trust, supplemental, construction, mezzanine, preferred equity, and small-balance loans. CM provides property sales services to owners and developers of multifamily properties and commercial real estate and multifamily property appraisals for various investors. CM also provides real estate-related investment banking and advisory services, including housing market research.

F-42

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As part of Agency lending, CM temporarily funds the loans it originates (loans held for sale) before selling them to the Agencies and earns net interest income on the spread between the interest income on the loans and the warehouse interest expense. For Agency loans, CM recognizes the fair value of expected net cash flows from servicing, which represents the right to receive future servicing fees. CM also earns fees for origination of loans for both Agency lending and debt brokerage, fees for property sales and appraisals, and subscription revenue for its housing market research. Direct internal, including compensation, and external costs that are specific to CM are included within the results of this reportable segment.

(ii) Servicing & Asset Management (“SAM”)—SAM’s activities include: (i) servicing and asset-managing the portfolio of loans the Company (a) originates and sells to the Agencies, (b) brokers to certain life insurance companies, and (c) originates through its principal lending and investing activities, and (ii) managing third-party capital invested in tax credit equity funds focused on the affordable housing sector and other commercial real estate.

SAM earns revenue through (i) fees for servicing the loans in the Company’s servicing portfolio, (ii) asset management fees for managing third-party capital invested in funds, primarily LIHTC tax credit funds, and (iii) net interest income on the spread between the interest income on the loans and the warehouse interest expense for loans held for investment. Direct internal, including compensation, and external costs that are specific to SAM are included within the results of this reportable segment.

(iii) Corporate—The Corporate segment consists primarily of the Company’s treasury operations and other corporate-level activities. The Company’s treasury activities include monitoring and managing liquidity and funding requirements, including corporate debt. Other corporate-level activities include equity-method investments, accounting, information technology, legal, human resources, marketing, internal audit, and various other corporate groups (“support functions”). The Company does not allocate costs from these support functions to the CM or SAM segments in presenting segment operating results. The Company does allocate interest expense and income tax expense. Corporate debt and the related interest expense are allocated first based on specific acquisitions where debt was directly used to fund the acquisition, such as the acquisition of Alliant, and then based on the remaining segment assets. Income tax expense is allocated proportionally based on income from operations at each segment, except for significant one-time tax activities, which are allocated entirely to the segment impacted by the tax activity.

F-43

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The following tables provide a summary and reconciliation of each segment’s results for the year ended December 31, 2022, 2021 and 2020.

	As of and for the year ended December 31, 2022
Segment Results and Total Assets					Servicing &
(in thousands)			Capital		Asset
			Markets		Management		Corporate		Consolidated
Revenues
Loan origination and debt brokerage fees, net		$	345,779	$	2,228	$	—	$	348,007
Fair value of expected net cash flows from servicing, net			191,760		—		—		191,760
Servicing fees			—		300,191		—		300,191
Property sales broker fees			120,582		—		—		120,582
Investment management fees			—		71,931		—		71,931
Net warehouse interest income			9,667		6,110		—		15,777
Escrow earnings and other interest income			—		51,010		1,820		52,830
Other revenues			41,046		75,960		40,669		157,675
Total revenues		$	708,834	$	507,430	$	42,489	$	1,258,753
Expenses
Personnel		$	485,958	$	69,970	$	51,438	$	607,366
Amortization and depreciation			3,084		225,515		6,432		235,031
Provision (benefit) for credit losses			—		(11,978)		—		(11,978)
Interest expense on corporate debt			8,647		23,621		1,965		34,233
Other operating expenses			11,817		30,738		86,581		129,136
Total expenses		$	509,506	$	337,866	$	146,416	$	993,788
Income from operations		$	199,328	$	169,564	$	(103,927)	$	264,965
Income tax expense (benefit)			42,153		35,859		(21,978)		56,034
Net income before noncontrolling interests		$	157,175	$	133,705	$	(81,949)	$	208,931
Less: net income (loss) from noncontrolling interests			1,097		(5,986)		—		(4,889)
Walker & Dunlop net income		$	156,078	$	139,691	$	(81,949)	$	213,820
Total assets		$	1,051,437	$	2,539,013	$	454,909	$	4,045,359

F-44

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

	As of and for the year ended December 31, 2021
Segment Results and Total Assets					Servicing &
(in thousands)			Capital		Asset
			Markets		Management		Corporate		Consolidated
Revenues
Loan origination and debt brokerage fees, net		$	440,044	$	5,970	$	—	$	446,014
Fair value of expected net cash flows from servicing, net			287,145		—		—		287,145
Servicing fees			—		278,466		—		278,466
Property sales broker fees			119,981		—		—		119,981
Investment management fees			—		25,637		—		25,637
Net warehouse interest income			14,396		7,712		—		22,108
Escrow earnings and other interest income			—		7,776		374		8,150
Other revenues			20,458		52,916		(1,697)		71,677
Total revenues		$	882,024	$	378,477	$	(1,323)	$	1,259,178
Expenses
Personnel		$	500,052	$	36,412	$	67,023	$	603,487
Amortization and depreciation			2,877		203,118		4,289		210,284
Provision (benefit) for credit losses			—		(13,287)		—		(13,287)
Interest expense on corporate debt			5,078		1,749		1,154		7,981
Other operating expenses			26,420		11,401		60,834		98,655
Total expenses		$	534,427	$	239,393	$	133,300	$	907,120
Income from operations		$	347,597	$	139,084	$	(134,623)	$	352,058
Income tax expense (benefit)			85,333		34,144		(33,049)		86,428
Net income before noncontrolling interests		$	262,264	$	104,940	$	(101,574)	$	265,630
Less: net income (loss) from noncontrolling interests			70		(202)		—		(132)
Walker & Dunlop net income		$	262,194	$	105,142	$	(101,574)	$	265,762
Total assets		$	2,263,907	$	2,430,137	$	511,945	$	5,205,989

F-45

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

	As of and for the year ended December 31, 2020
Segment Results and Total Assets					Servicing &
(in thousands)			Capital		Asset
			Markets		Management		Corporate		Consolidated
Revenues
Loan origination and debt brokerage fees, net		$	357,106	$	1,955	$	—	$	359,061
Fair value of expected net cash flows from servicing, net			358,000		—		—		358,000
Servicing fees			—		235,801		—		235,801
Property sales broker fees			38,108		—		—		38,108
Investment management fees			—		10,713		—		10,713
Net warehouse interest income			17,936		11,390		—		29,326
Escrow earnings and other interest income			—		16,948		1,307		18,255
Other revenues			9,335		26,553		(1,445)		34,443
Total revenues		$	780,485	$	303,360	$	(138)	$	1,083,707
Expenses
Personnel		$	367,668	$	29,469	$	71,682	$	468,819
Amortization and depreciation			70		164,884		4,057		169,011
Provision (benefit) for credit losses			—		37,479		—		37,479
Interest expense on corporate debt			5,773		1,465		1,312		8,550
Other operating expenses			11,988		9,700		47,894		69,582
Total expenses		$	385,499	$	242,997	$	124,945	$	753,441
Income from operations		$	394,986	$	60,363	$	(125,083)	$	330,266
Income tax expense (benefit)			100,835		15,410		(31,932)		84,313
Net income before noncontrolling interests		$	294,151	$	44,953	$	(93,151)	$	245,953
Less: net income (loss) from noncontrolling interests			—		(224)		—		(224)
Walker & Dunlop net income		$	294,151	$	45,177	$	(93,151)	$	246,177
Total assets		$	2,782,535	$	1,431,481	$	436,959	$	4,650,975

Concentrations

The Company is one of the leading commercial real estate services and finance companies in the United States, with a primary focus on multifamily lending. The Company originates a range of multifamily and other commercial real estate loans that are sold to the Agencies or placed with institutional investors. The Company also services nearly all of the loans it sells to the Agencies and some of the loans that it places with institutional investors. The majority of the Company’s operations involve the delivery and servicing of loan products for its customers through its Capital Markets and Servicing & Asset Management reportable segments, respectively.

As of December 31, 2022 and 2021, no one borrower/key principal accounted for more than 3% and 2%, respectively, of our total risk-sharing loan portfolio.

An analysis of the product concentrations and geographic dispersion that impact the Company’s servicing revenue is shown in the following tables. This information is based on the distribution of the loans serviced for others. The principal balance of the loans serviced for others, by product, as of December 31, 2022, 2021, and 2020 follows:

F-46

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

	As of December 31,
Customers of Loan Servicing Portfolio (in thousands)	2022		2021		2020
Fannie Mae	$	59,226,168	$	53,401,457	$	48,818,185
Freddie Mac		37,819,256		37,138,836		37,072,587
Ginnie Mae-HUD		9,868,453		9,889,289		9,606,506
Other		16,219,978		15,270,982		11,714,694
Total	$	123,133,855	$	115,700,564	$	107,211,972

The percentage of unpaid principal balance of the loans serviced for others as of December 31, 2022, 2021, and 2020 by geographical area is shown in the following table. No other state accounted for more than 5% of the unpaid principal balance and related servicing revenues in any of the years presented. The Company does not have any servicing operations outside of the United States.

	Percent of Total UPB as of December 31,
Loan Servicing Portfolio Concentration by State	2022		2021		2020
California	16.1	%	16.1	%	16.2	%
Texas	11.7		8.6		8.8
Florida	10.5		10.0		10.4
Georgia	5.8		5.9		5.9
All other states	55.9		59.4		58.7
Total	100.0	%	100.0	%	100.0	%

NOTE 14—LEASES

Right-of-use (“ROU”) assets and lease liabilities associated with the Company’s operating leases are recorded as Other assets and Other liabilities, respectively, in the Consolidated Balance Sheet. As of December 31, 2022, our leases have terms varying in duration, with the longest term ending in 2036.

The following table presents information about the Company’s lease arrangements:  

	For year ended December 31,
Operating Lease Arrangements (dollars in thousands)	2022		2021		2020
Operating Leases
Right-of-use assets	$	60,830	$	24,825	$	17,405
Lease Liabilities		79,623		29,523		22,579
Weighted-average remaining lease term		10.2 years		4.0 years		3.2 years
Weighted-average discount rate		2.9%		3.3%		4.6%
Operating Lease Expenses
Single lease costs	$	16,371	$	9,435	$	8,856
Cash paid for amounts included in the measurement of lease liabilities		10,093		9,617		8,833
Right-of-use assets obtained in exchange for new lease obligations		54,557		13,215		1,488

F-47

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Maturities of lease liabilities as of December 31, 2022 are presented below (in thousands):

Year Ending December 31,
2023	$	11,652
2024		9,864
2025		8,224
2026		8,229
Thereafter		55,249
Total lease payments	$	93,218
Less imputed interest		(13,595)
Total	$	79,623

NOTE 15 – OTHER ASSETS AND LIABILITIES

The following table is a summary of the major components of other assets as of December 31, 2022 and 2021.

	As of December 31,
Components of Other Assets (in thousands)	2022		2021
Equity-method investments	$	198,848	$	164,864
Derivative assets		17,636		37,364
Right of use asset		60,830		24,825
Property and equipment, net		33,928		72,744
Prepaid expenses		98,587		85,767
All other		48,046		16,546
Total	$	457,875	$	402,110

The following table is a summary of the major components of other liabilities as of December 31, 2022 and 2021.

	As of December 31,
Components of Other Liabilities (in thousands)	2022		2021
Contingent consideration liabilities	$	200,346	$	125,808
Derivative liabilities		2,076		6,403
Lease liability		79,623		29,523
Guaranty obligation, net		43,950		47,378
Accrued expenses		115,878		160,717
All other		112,284		125,584
Total	$	554,157	$	495,413

NOTE 16—OTHER REVENUES AND OTHER OPERATING EXPENSES

The following table is a summary of the major components of other operating expenses for the years ended December 31, 2022, 2021, and 2020.

	For the year ended December 31,
Components of Other Revenues (in thousands)	2022		2021		2020
Prepayment fees	$	26,451	$	40,138	$	22,031
Assumption and application fees		9,073		10,811		8,766
Housing market research subscription revenue (1)		21,852		8,744		—
Syndication and other LIHTC revenue (2)		36,757		6,706		—
Apprise revaluation gain (3)		39,641		—		—
All other		23,901		5,278		3,646
Total	$	157,675	$	71,677	$	34,443

(1) Housing market research subscription revenue generated from Zelman which was acquired in July 2021.  

(2) Syndication and other LIHTC revenue generated from Alliant which was acquired in December 2021.

(3) One-time non-cash remeasurement gain of Apprise in 2022 from the GeoPhy acquisition (as discussed in NOTE 7).

F-48

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The following table is a summary of the major components of other operating expenses for the years ended December 31, 2022, 2021, and 2020.

	For the year ended December 31,
Components of Other Operating Expenses (in thousands)	2022		2021		2020
Professional fees	$	35,428	$	26,920	$	18,345
Travel and entertainment		15,742		7,203		4,685
Rent (1)		18,832		11,262		10,486
Marketing and preferred broker		14,840		12,526		9,139
Office and software expenses		24,145		15,056		17,360
All other		20,149		25,688		9,567
Total	$	129,136	$	98,655	$	69,582

(1) Includes single lease cost and other related expenses (common-area maintenance and other miscellaneous charges).

NOTE 17—VARIABLE INTEREST ENTITIES

The Company, through its subsidiary Alliant, provides alternative investment management services through the syndication of tax credit funds and development of affordable housing projects. To facilitate the syndication and development of affordable housing projects, the Company is involved with the acquisition and/or formation of limited partnerships and joint ventures with investors, property developers, and property managers that are VIEs. The Company’s continuing involvement in the VIEs usually includes either serving as the manager of the VIE or as a majority investor in the VIE with a property developer or manager serving as the manager of the VIE.

When the Company determines that it is the primary beneficiary of a material VIE, the Company consolidates the VIE. The primary beneficiary of a VIE is determined as the entity that has both (1) the power to direct the activities of the VIE that most significantly impact its economic performance and (2) exposure to losses or benefits that could potentially be significant to the VIE. When the Company determines that it is not the primary beneficiary, the Company recognizes its investment in the VIE through the equity-method of accounting. The Company regularly assesses the primary beneficiary of the VIE as its involvement and ownership may change over time.

Syndication of Tax Credit Funds

The Company’s affordable housing syndication services subsidiary forms limited partnership funds (“the funds”) that are VIEs and hold investments in affordable housing projects. The Company identifies and enters into a commitment to invest equity in the limited partnership interests in affordable housing VIEs that own and operate affordable housing properties. The limited partnership interest exposes the Company to economic losses or benefits of the VIE but does not give it the power to direct the activities that most significantly impact the VIE’s economic performance. In such cases, the Company determined it is not the primary beneficiary and recognizes the VIE as an investment and a liability for the unfunded committed capital to the VIE. The Company’s exposure is limited to its contributed capital and remaining unfunded committed capital. The investments are included as Committed investments in tax credit equity and the unfunded committed capital are included as Commitments to fund investments in tax credit equity in the Consolidated Balance Sheets until they are transferred to the credit fund as described below. The investments and unfunded committed capital are presented in the table below.

As part of the syndication of the tax credit fund, the Company transfers its limited partnership interest in affordable housing partnerships to the funds, where the Company serves as the general partner and manager and holds an insignificant ownership percentage of the funds. As the manager of the funds, the Company has the power to direct the activities that most significantly impact the economic performance of the funds; however, it does not have exposure to the economic losses or benefits significant to the VIE. Accordingly, the Company is not the primary beneficiary of the fund and does not consolidate the VIE. The Company records its general partnership interest as an equity-method investment included in Other assets in the Consolidated Balance Sheets.

The Company may purchase an investor’s partnership interest. In these circumstances, the Company assesses whether its new ownership percentage could potentially be significant to the VIE. When the Company determines the new ownership percentage is significant, it consolidates the fund as the Company is the primary beneficiary. As of both December 31, 2022 and 2021, the assets and liabilities of the consolidated funds were immaterial.  

F-49

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Joint Development of Affordable Housing Projects

The Company enters joint ventures with affordable property developers and/or investors to develop affordable housing projects. The joint ventures’ objectives are to: (1) develop the affordable housing project for syndication into a tax credit fund or (2) develop the affordable housing project for capital appreciation. When the Company develops affordable housing projects to ultimately syndicate the property into a tax credit fund, the Company invests in the joint venture but does not have management rights. The Company has significant exposure to the economic losses or benefits but does not have the power to direct the activities that most significantly impact the VIE’s economic performance; consequently, the Company determined that it is not the primary beneficiary in the VIE and recognizes an equity-method investment in the VIE included in Other assets in the Consolidated Balance Sheets. During 2022, the operating agreements of three of the Company’s joint ventures were amended, resulting in the Company gaining the power to direct the activities that most significantly impact the economic performance of the joint ventures; previously, the Company only held rights to receive the significant economic benefits of the joint ventures. The Company reassessed its consolidation conclusions and determined that it was the primary beneficiary, and as a result, consolidated the joint ventures as of March 31, 2022.

When the Company develops affordable housing projects for capital appreciation, the Company actively manages the joint venture and generally has an insignificant ownership percentage compared to third-party investors. The Company has the power to direct the activities that most significantly impact the VIE’s economic performance but does not have exposure to the economic losses or benefits that could be significant to the VIE; therefore, the Company determined it is not the primary beneficiary of the VIE and recognizes an equity-method investment included in Other assets in the Consolidated Balance Sheets. In certain circumstances, the Company may hold a significant ownership percentage and have exposure to significant economic losses or benefits of the VIE. When this occurs, the Company determines it has both the power to direct the activities that most significantly impact the VIE’s economic performance and the exposure to the economic losses or benefits that could be significant to the VIE.

The table below presents the assets and liabilities of the Company’s consolidated joint development VIEs included in the Consolidated Balance Sheets:

Consolidated VIEs (in thousands)		December 31, 2022		December 31, 2021
Assets:
Cash and cash equivalents	$	201	$	—
Restricted cash		1,532		—
Receivables, net		33,593		—
Other Assets		49,768		54,880
Total assets of consolidated VIEs	$	85,094	$	54,880
Liabilities:
Other liabilities	$	39,148	$	36,480
Total liabilities of consolidated VIEs	$	39,148	$	36,480

F-50

Walker & Dunlop, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The table below presents the carrying value and classification of the Company’s interests in nonconsolidated VIEs included in the Consolidated Balance Sheets:

Nonconsolidated VIEs (in thousands)		December 31, 2022		December 31, 2021
Assets
Committed investments in tax credit equity	$	254,154	$	177,322
Other assets: Equity-method investments		57,981		74,997
Total interests in nonconsolidated VIEs	$	312,135	$	252,319
Liabilities
Commitments to fund investments in tax credit equity	$	239,281	$	162,747
Total commitments to fund nonconsolidated VIEs	$	239,281	$	162,747
Maximum exposure to losses(1)(2)	$	312,135	$	252,319

(1) Prior to the Alliant acquisition in the fourth quarter of 2021, the Company did not have an interest in any VIEs.

(2) Maximum exposure determined as Total interests in nonconsolidated VIEs. The maximum exposure for the Company’s investments in tax credit equity is limited to the carrying value of its investment, as there are no funding obligations or other commitments related to the nonconsolidated VIEs other than the amounts presented in the table above.

(3) Based on historical experience and the underlying expected cash flows from the underlying investment, the maximum exposure of loss is not representative of the actual loss, if any, that the Company may incur.

NOTE 18—RELATED PARTY TRANSACTION

The Company, through its Alliant subsidiaries, has related party loans with its affordable housing project partners, which include property developers and managers. To facilitate the development of affordable housing projects prior to syndication into a tax credit fund, the Company extends pre-development and working capital loans to its partners in affordable housing project partnerships. The outstanding balance of these loans was $69.8 million and $36.6 million as of December 31, 2022 and 2021, respectively, and the related interest income was immaterial for both the years ended December 31, 2022 and 2021. The balance of these receivables is included as Receivables, net in the Consolidated Balance Sheets.

F-51

EX-4.7

Exhibit 4.7

DESCRIPTION OF SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

Walker & Dunlop, Inc., a Maryland corporation (the “Company,” “we,” “us” or “our”), currently has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) the Company’s common stock, par value $0.01 per share (“common stock”). The following summary includes a brief description of the common stock as well as certain related information.

The following summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of our Articles of Amendment and Restatement (our “Charter”) and our Amended and Restated Bylaws (the “Bylaws”), copies of which are incorporated by reference as exhibits to our Annual Report on Form 10-K, and the applicable provisions of Maryland law.

General

Our Charter provides that we may issue up to two hundred million (200,000,000) shares of common stock, $0.01 par value per share, and fifty million (50,000,000) shares of preferred stock, $0.01 par value per share (“preferred stock”). Our Charter authorizes our board of directors to amend our Charter to increase or decrease the aggregate number of authorized shares of common stock or the number of shares of stock of any class or series and to classify and reclassify any unissued shares of our common or preferred stock into other classes or series of shares of stock, without stockholder approval. No shares of our preferred stock are presently outstanding.

Under Maryland law, stockholders generally are not personally liable for our debts or obligations solely as a result of their status as stockholders.

Shares of Common Stock

Voting Rights of Common Stock

Except as may otherwise be specified in the terms of any class or series of shares of common stock, each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors, and, except as provided with respect to any other class or series of shares of capital stock, the holders of such shares of common stock will possess the exclusive voting power. There is no cumulative voting in the election of directors. Directors are elected by a majority of the votes cast for, against or affirmatively withheld at a meeting at which a quorum is present, except that directors shall be elected by a plurality of the votes cast at a meeting of stockholders where there are more nominees for director than directors to be elected.

Under the Maryland General Corporation Law (“MGCL”), a Maryland corporation generally cannot dissolve, amend its charter, merge, consolidate, sell all or substantially all of its assets, engage in a statutory share exchange or engage in similar transactions outside the ordinary course of business unless declared advisable by the board of directors and approved by the affirmative vote of stockholders holding at least two-thirds of the votes entitled to be cast on the matter unless a lesser percentage (but not less than a majority of all the votes entitled to be cast on the matter) is set forth in the corporation’s charter. Our Charter provides that these actions may be taken if declared advisable by our board of directors and approved by the vote of stockholders holding a majority of the votes entitled to be cast on the matter, except that the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of directors is required to amend provisions of our Charter relating to director removal. Maryland law also permits a corporation to transfer all or substantially all of its assets without the approval of its stockholders to an entity if all of the equity interests of that entity are owned, directly or indirectly, by the corporation. In addition, because operating assets may be held by a corporation’s subsidiaries, as in our situation, these subsidiaries may be able to transfer all or substantially all of such assets without the approval of our stockholders.

Dividends, Distributions, Liquidation and Other Rights

Subject to the preferential rights of any other class or series of our stock, holders of shares of our common stock are entitled to receive dividends on such shares of common stock if, as and when authorized by our board of directors, and declared by us out of assets legally available therefore. If we fail to pay dividends on any shares of our preferred stock, if any are then outstanding, generally we may not pay dividends on or repurchase shares of our common stock until such time as we have paid dividends on any outstanding shares of our preferred stock.

Holders of shares of our common stock are also entitled to share ratably in the assets of the Company legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding up after payment or establishment of reserves for all debts and liabilities of the Company and the preferential amounts owing with respect to any outstanding preferred shares.

Holders of shares of common stock have no preference, conversion, exchange, sinking fund or redemption rights,  have no preemptive rights to subscribe for any securities of the Company and generally have no appraisal rights, unless our board of directors determines prospectively that appraisal rights will apply to one or more transactions in which holders of our common stock would otherwise be entitled to exercise appraisal rights. Holders of shares of our common stock have equal dividend, liquidation and other rights.

Power to Reclassify Our Unissued Shares of Stock

Our Charter authorizes our board of directors to classify and reclassify any unissued shares of our common or preferred stock into other classes or series of shares of stock and to establish the number of shares in each class or series and to set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption for each such class or series. As a result, our board of directors could authorize the issuance of shares of preferred stock that have priority over the shares of our common stock with respect to dividends, distributions and rights upon liquidation and with other terms and conditions that could have the effect of delaying, deterring or preventing a transaction or a change in control of our company that might involve a premium price for holders of shares of our common stock or otherwise might be in their best interest. No shares of our preferred stock are presently outstanding.

Power to Increase or Decrease Authorized Shares of Stock and Issue Additional Shares of Common and Preferred Stock.

We believe that the power of our board of directors to amend our Charter to increase or decrease the aggregate number of authorized shares of stock, to issue additional authorized but unissued shares of our common stock or preferred stock and to classify or reclassify unissued shares of our common stock or preferred stock and thereafter to cause to issue such classified or reclassified shares of stock provides us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs that might arise. The additional classes or series of stock, as well as the additional shares of stock, will be available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed, traded or quoted. Although our board of directors does not currently intend to do so, it could authorize us to issue a class or series that, depending upon the terms of the particular class or series, delays, defers or prevents a transaction or a change in control of the Company that might involve a premium price for holders of our shares of stock or otherwise be in the best interest of our stockholders.

Preferred Stock.

Our Charter authorizes our board of directors to designate and issue one or more classes or series of preferred stock without stockholder approval. Our board of directors may determine the relative rights, preferences and privileges of each class or series of preferred stock so issued, which may be more beneficial than the rights, preferences and privileges attributable to our common stock with respect to dividends, distributions, rights upon liquidation, and otherwise. The issuance of preferred stock could have the effect of delaying, deferring or preventing a transaction or a change in control of our Company that might involve a premium price for holders of shares of our common stock

or otherwise be in the best interests of the stockholders. The rights, preferences and privileges of holders of shares of our common stock are subject to, and may be adversely affected by, the rights of the holders of preferred stock.

Certain Provisions of Maryland General Corporation Law and Our Charter and Bylaws

Our Board of Directors

Our Charter and Bylaws provide that the number of directors of our Company may be established, increased or decreased only by a majority of our entire board of directors, but may not be fewer than the minimum number required under the MGCL (which is one) nor more than 15.

Our Charter provides that any vacancy, including a vacancy created by an increase in the number of directors, may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum. Any individual elected to fill such vacancy will serve for the remainder of the full term and until a successor is duly elected and qualifies.

Each of our directors is elected by our stockholders to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies under the MGCL. Holders of shares of our common stock will have no right to cumulative voting in the election of directors. Directors are elected by a majority of the votes cast for, against or affirmatively withheld at a meeting at which a quorum is present, except that directors shall be elected by a plurality of the votes cast at a meeting of stockholders where there are more nominees for director than directors to be elected.

Our Bylaws provide that at least a majority of our directors must be “independent,” with independence being defined in the manner established by our board of directors and in a manner consistent with listing standards established by the NYSE.

Removal of Directors

Our Charter provides that, subject to the rights of holders of one or more classes or series of preferred stock to elect or remove one or more directors, a director may be removed only for cause (as defined in our Charter) and only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors and that our board of directors has the exclusive power to fill vacant directorships. This provision combined with the provision governing the filling of vacancies on our board of directors may preclude stockholders from removing incumbent directors and filling the vacancies created by such removal with their own nominees.

Business Combinations

Under the MGCL, certain “business combinations” (including a merger, consolidation, share exchange or, in certain circumstances specified under the statute, an asset transfer or issuance or reclassification of equity securities) between a Maryland corporation and any interested stockholder, or an affiliate of such an interested stockholder, are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. Maryland law defines an interested stockholder as:

● any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation’s voting stock; or

● an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding voting stock of the corporation.

A person is not an interested stockholder under the statute if the board of directors approve in advance the transaction by which the person otherwise would have become an interested stockholder. In approving a transaction, however, the board of directors may provide that its approval is subject to compliance, at or after the time of the approval, with any terms and conditions determined by it.

After such five-year prohibition, any business combination between our Company and an interested stockholder must be recommended by the board of directors and approved by the affirmative vote of at least:

● 80% of the votes entitled to be cast by holders of outstanding voting shares of stock of the corporation; and

● two-thirds of the votes entitled to be cast by holders of voting shares of stock of the corporation other than shares held by the interested stockholder with whom (or with whose affiliate) the business combination is to be effected or shares held by an affiliate or associate of the interested stockholder.

These supermajority approval requirements do not apply if, among other conditions, the corporation’s common stockholders receive a minimum price (as defined in the MGCL) for their shares and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares.

These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by a corporation’s board of directors prior to the time that the interested stockholder becomes an interested stockholder.

Control Share Acquisitions

The MGCL provides that “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved at a special meeting of stockholders by the affirmative vote of at least two-thirds of the votes entitled to be cast by stockholders entitled to exercise or direct the exercise of the voting power in the election of directors generally but excluding: (i) a person who makes or proposes to make a control share acquisition, (ii) an officer of the corporation or (iii) an employee of the corporation who is also a director of the corporation. “Control shares” are voting shares of stock that, if aggregated with all other such shares of stock previously acquired by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of voting power:

● one-tenth or more but less than one-third;

● one-third or more but less than a majority; or

● a majority or more of all voting power.

Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval or shares acquired directly from the corporation. A “control share acquisition” means the acquisition, directly or indirectly, of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses and making an “acquiring person statement” as described in the MGCL), may compel our board of directors to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the control shares. If no request for a special meeting is made, we may present the question at any stockholders meeting.

If voting rights of control shares are not approved at the meeting or if the acquiring person does not deliver an “acquiring person statement” as required by the statute, then, subject to certain conditions and limitations, the corporation may redeem any or all of the control shares (except those for which voting rights have previously been approved) for fair value. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of any meeting of stockholders at which the voting rights of such shares are considered and not approved or, if no such meeting is held, as of the date of the last control share acquisition by the acquiror. If voting

rights for control shares are approved at a stockholders meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition.

The control share acquisition statute does not apply (i) to shares acquired in a merger, consolidation or statutory share exchange if we are a party to the transaction or (ii) to acquisitions approved or exempted by the charter or bylaws of the corporation.

Subtitle 8

Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to any or all of the following five provisions:

● a classified board;

● a two-thirds stockholder vote requirement for removing a director;

● a requirement that the number of directors be fixed only by vote of the directors;

● a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred; and

● a majority requirement for the calling of a special meeting of stockholders.

We have elected through a provision in our Charter to be subject to the provisions of Subtitle 8 relating to the filling of vacancies on our board of directors. Through provisions in our Charter and Bylaws unrelated to Subtitle 8, we already (i) require the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors for the removal of any director from the board, which removal will be allowed only for cause; (ii) vest in the board the exclusive power to fix the number of directorships, subject to limitations set forth in our Charter and Bylaws, and fill vacancies; and (iii) require, unless called by the chair of our board of directors, our president or chief executive officer or a majority of our directors then in office, the written request of stockholders entitled to cast no less than a majority of all votes entitled to be cast at such meeting to call a special meeting to consider and vote on any matter that may properly be considered at a meeting of stockholders. We have not elected to create a classified board. In the future, our board of directors may elect, without stockholder approval, to create a classified board or adopt one or more of the other provisions of Subtitle 8.

Amendment of Our Charter and Bylaws and Approval of Extraordinary Actions

Under the MGCL, a Maryland corporation generally cannot dissolve, amend its charter, merge, sell all or substantially all of its assets, engage in a statutory share exchange or engage in similar transactions outside the ordinary course of business unless declared advisable by the board of directors and approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter unless a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter, is set forth in the corporation’s charter. Our Charter provides that these actions (other than certain amendments to the provisions of our Charter related to the removal of directors and indemnification of directors and officers) may be taken if declared advisable by a majority of our board of directors and approved by the vote of stockholders holding a majority of all votes entitled to be cast on the matter.

Our board of directors has the power to adopt, alter or repeal any provision of our Bylaws and to make new bylaws.  In addition, the stockholders may alter or repeal any provision of our Bylaws and adopt new bylaws if any such alteration, repeal or adoption is approved by the affirmative vote of a majority of the votes entitled to be cast on the matter.

Meetings of Stockholders

Under our Bylaws, annual meetings of stockholders are to be held each year at a date and time as determined by our board of directors. Special meetings of stockholders may be called by a majority of the directors

then in office, by the chair of our board of directors, our president or our chief executive officer. Additionally, subject to the provisions of our Bylaws, special meetings of the stockholders must be called by our secretary upon the written request of stockholders entitled to cast not less than a majority of all votes entitled to be cast at such meeting. Only matters set forth in the notice of the special meeting may be considered and acted upon at such a meeting. Maryland law and our Bylaws provide that any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting by unanimous consent, if that consent sets forth that action and is given in writing or by electronic transmission by each stockholder entitled to vote on the matter.

Advance Notice of Director Nominations and New Business

Our Bylaws provide that, with respect to an annual meeting of stockholders, nominations of persons for election to our board of directors and the proposal of business to be considered by stockholders at the annual meeting may be made only:

● pursuant to our notice of the meeting;

● by or at the direction of our board of directors; or

● by a stockholder who was a stockholder of record as of the record date set by our board of directors for the purposes of determining stockholders entitled to vote at the meeting, at the time of giving of the notice required by our Bylaws and at the time of the annual meeting, who is entitled to vote at the meeting in the election of directors or on the proposal of other business, as the case may be, and who has complied with the advance notice procedures set forth in, and provided the information and certifications required by, our Bylaws.

With respect to special meetings of stockholders, only the business specified in our notice of meeting may be brought before the meeting of stockholders. Nominations of persons for election to our board of directors may be made only:

● pursuant to our notice of the meeting;

● by or at the direction of our board of directors; or

● provided that our board of directors has determined that directors shall be elected at such meeting, by a stockholder who is a stockholder of record as of the record date set by our board of directors for the purposes of determining stockholders entitled to vote at the meeting, at the time of giving of the notice required by our Bylaws and at the time of the meeting, who is entitled to vote at the meeting in the election of directors or on the proposal of other business, as the case may be, and who has complied with the advance notice procedures set forth in, and provided information and certificates required by, our Bylaws.

The purposes of requiring stockholders to give advance notice of nominations and other proposals is to afford our board of directors the opportunity to consider the qualifications of the proposed nominees and the advisability of the other proposals and, to the extent considered necessary by our board of directors, to inform stockholders and make recommendations regarding the nominations or other proposals. The advance notice procedures also permit a more orderly procedure for conducting our stockholder meetings. Our Bylaws may have the effect of precluding a contest for the election of directors or proposals for other action if the proper procedures are not followed and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors to our board of directors or to approve its own proposal.

Anti-takeover Effect of Certain Provisions of Maryland Law and Our Charter and Bylaws

The business combination statute, control share acquisition statute, the provisions of our Charter on removal of directors and the advance notice provisions of the Bylaws could delay, defer or prevent a transaction or a change in control of our Company that might involve a premium price for holders of our common stock or otherwise be in the best interests of our stockholders.

Indemnification and Limitation of Directors’ and Officers’ Liability

The MGCL permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our Charter contains such a provision that eliminates such liability to the maximum extent permitted by Maryland law.

The MGCL requires a corporation (unless its charter provides otherwise, which our Charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or are threatened to be made a party by reason of their service in those or other capacities unless it is established that:

● the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty;

● the director or officer actually received an improper personal benefit in money, property or services; or

● in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

However, under the MGCL, a Maryland corporation may not indemnify a director or officer for an adverse judgment in a suit by or in the right of the corporation or if the director or officer was adjudged liable on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses.

In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of:

● a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and

● a written undertaking by the director or officer on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that he or she did not meet the standard of conduct.

Our Charter and Bylaws obligate us, to the fullest extent permitted by Maryland law in effect from time to time, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

● any present or former director or officer against any claim or liability to which he or she may become subject by reason of his or her service in such capacity; and

● any individual who, while a director or officer of the Company and at the request of the Company, serves or has served as a director, officer, partner or trustee of another corporation, real estate

investment trust, partnership, joint venture, trust, employee benefit plan, limited liability company or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in such capacity.

We have entered into indemnification agreements with each of our directors and executive officers that provide for indemnification to the maximum extent permitted by Maryland law. Our charter and bylaws also permit us to indemnify and advance expenses to any individual who served a predecessor of the Company in any of the capacities described above and any employee or agent of the company or a predecessor of the Company.

Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act of 1933, as amended, (the “Securities Act”) we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Exclusive Forum

Our Bylaws provide that, unless we consent in writing to the selection of an alternative forum, any state court of competent jurisdiction in Maryland, or, if such state courts do not have jurisdiction, the United States District Court for the District of Maryland shall be the sole and exclusive forum for (a) any Internal Corporate Claim, as such term is defined in the MGCL, or any successor provision thereof, (b) any derivative action, suit or proceeding brought on our behalf, other than actions arising under federal securities laws, (c) any action, suit or proceeding asserting a claim of breach of any duty owed by any of our directors or officers or other employees to us or to our stockholders, (d) any action asserting a claim against us or any of our directors or officers or other employees arising pursuant to any provision of the MGCL or our charter or bylaws, or (e) any other action asserting a claim against us or any of our directors or officers or other employees that is governed by the internal affairs doctrine. None of the foregoing actions, claims, or proceedings may be brought in any court sitting outside the State of Maryland unless the Corporation consents in writing to such court.

Further, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act, including all causes of action asserted against any defendant to such complaint, or any rule or regulation thereunder, provided, however, that if the foregoing provisions of this paragraph are, or the application of such provisions to any person or entity or any circumstance is, illegal, invalid or unenforceable, the sole and exclusive state court forum for any claim arising under the Securities Act or any rule or regulation promulgated thereunder shall be the circuit courts of the State of Maryland. Notwithstanding the foregoing, the provisions of this paragraph shall not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

EX-21

EXHIBIT 21

LIST OF SUBSIDIARIES OF THE REGISTRANT

Company	State of Incorporation or Registration
Walker & Dunlop Multifamily, Inc.	Delaware
Walker & Dunlop, LLC	Delaware
W&D BE, Inc.	Delaware
Walker & Dunlop Capital, LLC	Massachusetts
W&D Interim Lender LLC	Delaware
W&D Interim Lender II LLC	Delaware
W&D Interim Lender III, Inc.	Delaware
W&D Interim Lender IV, LLC	Delaware
W&D Interim Lender V, Inc.	Delaware
W&D Interim Lender VI, LLC	Delaware
Walker & Dunlop Investment Sales, LLC	Delaware
WDIS, Inc	Delaware
WDIS WA, LLC	Delaware
Walker & Dunlop Investment Management, LLC	Delaware
Walker & Dunlop Investment Partners, Inc.	Delaware
JCR Capital Investment Company, LLC	Delaware
WD Investors I LLC	Delaware
WD-G JV Investor, LLC	Delaware
WDIB-Investor, LLC	Delaware
WDIB, LLC* d/b/a Zelman & Associates	Delaware
Zelman Partners, LLC	Delaware
W&D RPS HoldCo, LLC	Delaware
WD-ILP JV Investor, LLC	Delaware
WD-IC JV GP, LLC	Delaware
WD-IC JV Investor, LLC	Delaware
W&D STCI, LLC	Delaware
WDAAC, LLC	Delaware
WDAGP, LLP	Delaware
WD-Alliant TCBI, LLC	Delaware
The Alliant Company, LLC	Florida
ADC Communities II, LLC	California
ADC Communities, LLC	Florida
Alliant Strategic Investments II, LLC	Delaware
Alliant Strategic Investments, LLC	Florida
ASI Member, LLC**	California
Alliant Fund Acquisitions, LLC	Florida
Alliant Capital, Ltd.	Florida
Alliant Fund Asset Holdings, LLC	Delaware
Alliant Asset Management Company, LLC	California
AFAH Finance, LLC	Delaware
Alliant Credit Facility IV, LLC	California
WD-GTE, LLC	Delaware

WD-GeoPhy Holdco, LLC	Delaware
GeoPhy Inc.	Delaware
WD-GeoPhy CRE Valuation LLC d/b/a Apprise by Walker & Dunlop	Delaware
GeoPhy BV	Netherlands

* The Registrant indirectly owns 75% of this entity through its 100% ownership of WDIB-Investor LLC.

** The Registrant indirectly owns 70% of this entity through its 100% ownership of WDAAC, LLC

EX-23

EXHIBIT 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (Nos. 333-178878 and 333-184297) on Form S-3 and (Nos. 333-171205, 333-183635, 333-188533, 333-204722, 333-238259 and 333-250927) on Form S-8 of our reports dated February 23, 2023, with respect to the consolidated financial statements of Walker & Dunlop, Inc. and the effectiveness of internal control over financial reporting.

/s/ KPMG LLP

McLean, Virginia

February 23, 2023

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William M. Walker, certify that:

1. I have reviewed this Annual Report on Form 10-K of Walker & Dunlop, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 23, 2023	By:	/s/ William M. Walker
		William M. Walker
		Chairman and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory A. Florkowski, certify that:

1. I have reviewed this Annual Report on Form 10-K of Walker & Dunlop, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 23, 2023	By:	/s/ Gregory A. Florkowski
		Gregory A. Florkowski
		Executive Vice President and Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Walker & Dunlop, Inc. for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of Walker & Dunlop, Inc., hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Walker & Dunlop, Inc.

Date: February 23, 2023	By:	/s/ William M. Walker
		William M. Walker
		Chairman and Chief Executive Officer
Date: February 23, 2023	By:	/s/ Gregory A. Florkowski
		Gregory A. Florkowski
		Executive Vice President and Chief Financial Officer

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Document and Entity Information - USD ($) $ in Billions	12 Months Ended
	Dec. 31, 2022	Jan. 31, 2023	Jun. 30, 2022
Document And Entity Information
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Entity File Number	001-35000
Entity Registrant Name	Walker & Dunlop, Inc.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	80-0629925
Entity Address, Address Line One	7272 Wisconsin Avenue
Entity Address, Address Line Two	Suite 1300
Entity Address, City or Town	Bethesda
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20814
City Area Code	301
Local Phone Number	215-5500
Title of 12(b) Security	Common Stock, $0.01 Par Value Per Share
Trading Symbol	WD
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		33,050,608
Entity Public Float			$ 2.1
Entity Central Index Key	0001497770
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	KPMG LLP
Auditor Firm ID	185
Auditor Location	McLean, Virginia

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Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets
Cash and cash equivalents	$ 225,949	$ 305,635
Restricted cash	17,676	42,812
Pledged securities, at fair value	157,282	148,996
Loans held for sale, at fair value	396,344	1,811,586
Loans held for investment, net	200,247	269,125
Mortgage servicing rights	975,226	953,845
Goodwill	959,712	698,635
Other intangible assets	198,643	183,904
Receivables, net	202,251	212,019
Committed investments in tax credit equity	254,154	177,322
Other assets	457,875	402,110
Total assets	4,045,359	5,205,989
Liabilities
Warehouse notes payable	543,447	1,941,572
Notes payable	704,103	740,174
Allowance for risk-sharing obligations	44,057	62,636
Deferred tax liabilities, net	243,485	225,240
Commitments to fund investments in tax credit equity	239,281	162,747
Other liabilities	554,157	495,413
Total liabilities	2,328,530	3,627,782
Equity
Preferred stock (authorized 50,000 shares; none issued)
Common stock ($0.01 par value; authorized 200,000 shares; issued and outstanding 32,396 shares at December 31, 2022 and 32,049 shares at December 31, 2021)	323	320
Additional paid-in capital ("APIC")	412,636	393,022
Accumulated other comprehensive income (loss) ("AOCI")	(1,568)	2,558
Retained earnings	1,278,035	1,154,252
Total stockholders' equity	1,689,426	1,550,152
Noncontrolling interests	27,403	28,055
Total equity	1,716,829	1,578,207
Commitments and contingencies (NOTES 2 and 9)
Total liabilities and equity	$ 4,045,359	$ 5,205,989

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Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands	Dec. 31, 2022	Dec. 31, 2021
Consolidated Balance Sheets
Preferred shares, authorized	50,000	50,000
Preferred shares, issued	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized	200,000	200,000
Common stock, issued	32,396	32,049
Common stock, outstanding	32,396	32,049

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Consolidated Statements of Income and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues
Total revenues	$ 1,258,753	$ 1,259,178	$ 1,083,707
Expenses
Personnel	607,366	603,487	468,819
Amortization and depreciation	235,031	210,284	169,011
Provision (benefit) for credit losses	(11,978)	(13,287)	37,479
Interest expense on corporate debt	34,233	7,981	8,550
Other operating expenses	129,136	98,655	69,582
Total expenses	993,788	907,120	753,441
Income from operations	264,965	352,058	330,266
Income tax expense	56,034	86,428	84,313
Net income before noncontrolling interests	208,931	265,630	245,953
Less: net income (loss) from noncontrolling interests	(4,889)	(132)	(224)
Walker & Dunlop net income	213,820	265,762	246,177
Net change in unrealized gains (losses) on pledged available-for-sale securities, net of taxes	(4,126)	590	1,231
Walker & Dunlop comprehensive income	$ 209,694	$ 266,352	$ 247,408
Basic earnings per share (NOTE 11)	$ 6.43	$ 8.27	$ 7.85
Diluted earnings per share (NOTE 11)	$ 6.36	$ 8.15	$ 7.69
Basic weighted-average shares outstanding	32,326	31,081	30,444
Diluted weighted-average shares outstanding	32,687	31,533	31,083
Loan origination and debt brokerage fees, Net
Revenues
Total revenues	$ 348,007	$ 446,014	$ 359,061
Fair value of expected net cash flows from servicing, net
Revenues
Total revenues	191,760	287,145	358,000
Servicing fees
Revenues
Total revenues	300,191	278,466	235,801
Property sales broker fees
Revenues
Total revenues	120,582	119,981	38,108
Investment management fees
Revenues
Total revenues	71,931	25,637	10,713
Net warehouse interest income
Revenues
Total revenues	15,777	22,108	29,326
Escrow earnings and other interest income
Revenues
Total revenues	52,830	8,150	18,255
Other revenue
Revenues
Total revenues	$ 157,675	$ 71,677	$ 34,443

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Consolidated Statements of Changes in Equity - USD ($) shares in Thousands, $ in Thousands	Common Stock	APIC	AOCI	Retained Earnings Cumulative Effect Adjustment	Retained Earnings	Noncontrolling Interests	Cumulative Effect Adjustment	Total
Balances at the beginning of the period (ASU 2016-02) at Dec. 31, 2019				$ (23,678)			$ (23,678)
Balances at the beginning of the period at Dec. 31, 2019	$ 300	$ 237,877	$ 737		$ 796,775	$ 6,596		$ 1,042,285
Balance at the beginning of the period (in shares) at Dec. 31, 2019	30,035
Change in Stockholders' Equity
Walker and Dunlop net income					246,177			246,177
Less: net income (loss) from noncontrolling interests						(224)		(224)
Purchase of noncontrolling interests		(24,090)				(7,047)		(31,137)
Contributions from noncontrolling interests						675		675
Other comprehensive income (loss), net of tax			1,231					1,231
Stock-based compensation - equity classified		27,090						27,090
Issuance of common stock in connection with equity compensation plans	$ 14	24,913						24,927
Issuance of common stock in connection with equity compensation plans (in shares)	1,414
Repurchase and retirement of common stock	$ (7)	(24,786)			(20,981)			(45,774)
Repurchase and retirement of common stock (in shares)	(771)
Cash dividends paid					(45,350)			(45,350)
Balances at the end of the period at Dec. 31, 2020	$ 307	241,004	1,968		952,943			1,196,222
Balance at the end of the period (in shares) at Dec. 31, 2020	30,678
Change in Stockholders' Equity
Walker and Dunlop net income					265,762			265,762
Less: net income (loss) from noncontrolling interests						(132)		(132)
Other comprehensive income (loss), net of tax			590					590
Stock-based compensation - equity classified		35,491						35,491
Issuance of common stock in connection with acquisitions	$ 9	120,562						120,571
Issuance of common stock in connection with acquisitions (in shares)	859
Issuance of common stock in connection with equity compensation plans	$ 7	14,834						14,841
Issuance of common stock in connection with equity compensation plans (in shares)	686
Repurchase and retirement of common stock	$ (3)	(18,869)						(18,872)
Repurchase and retirement of common stock (in shares)	(174)
Noncontrolling interests from acquisitions						28,187		28,187
Cash dividends paid					(64,453)			(64,453)
Balances at the end of the period at Dec. 31, 2021	$ 320	393,022	2,558		1,154,252	28,055		1,578,207
Balances at the end of the period at Dec. 31, 2021								$ 1,550,152
Balance at the end of the period (in shares) at Dec. 31, 2021	32,049							32,049
Change in Stockholders' Equity
Walker and Dunlop net income					213,820			$ 213,820
Less: net income (loss) from noncontrolling interests						(4,889)		(4,889)
Other comprehensive income (loss), net of tax			(4,126)					(4,126)
Stock-based compensation - equity classified		32,555						32,555
Issuance of common stock in connection with equity compensation plans	$ 6	15,858						15,864
Issuance of common stock in connection with equity compensation plans (in shares)	695
Repurchase and retirement of common stock	$ (3)	(32,474)			(9,892)			(42,369)
Repurchase and retirement of common stock (in shares)	(348)
Distributions to noncontrolling interest holders						(2,535)		(2,535)
Cash dividends paid					(80,145)			(80,145)
Other activity (Note 10)		3,675				6,772		10,447
Balances at the end of the period at Dec. 31, 2022	$ 323	$ 412,636	$ (1,568)		$ 1,278,035	$ 27,403		1,716,829
Balances at the end of the period at Dec. 31, 2022								$ 1,689,426
Balance at the end of the period (in shares) at Dec. 31, 2022	32,396							32,396

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Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
TOTAL EQUITY.
Cash dividends paid. amount per common share	$ 2.40	$ 2.00	$ 1.44

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net income before noncontrolling interests	$ 208,931	$ 265,630	$ 245,953
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Gains attributable to the fair value of future servicing rights, net of guaranty obligation	(191,760)	(287,145)	(358,000)
Change in the fair value of premiums and origination fees (NOTE 2)	14,160	19,450	(32,981)
Amortization and depreciation	235,031	210,284	169,011
Stock compensation-equity and liability classified	33,987	36,582	28,319
Provision (benefit) for credit losses	(11,978)	(13,287)	37,479
Deferred tax expense	18,439	34,222	47,165
Fair value adjustments to contingent consideration liabilities	(13,512)	6,889
Cash paid to settle risk-sharing obligations	(4,631)
Gain from revaluation of previously held equity-method investment	(39,641)
Originations of loans held for sale	(17,952,129)	(17,810,768)	(22,828,602)
Proceeds from transfers of loans held for sale	19,324,810	18,431,542	21,216,975
Other operating activities, net	2,080	5,522	2,516
Changes in:
Receivables, net	44,842	(42,873)	(19,264)
Other assets	(69,552)	(26,613)	2,205
Other liabilities	(16,373)	41,020	77,854
Net cash provided by (used in) operating activities	1,582,704	870,455	(1,411,370)
Cash flows from investing activities
Capital expenditures	(21,995)	(9,208)	(2,983)
Purchases of equity-method investments	(26,099)	(33,446)	(1,682)
Purchases of pledged available-for-sale ("AFS") securities	(60,802)	(31,750)	(24,883)
Proceeds from prepayment and sale of pledged AFS securities	14,040	45,301	19,635
Investments in joint ventures	(5,040)	(66,718)	(24,369)
Distributions from joint ventures	12,573	47,065	15,907
Acquisitions, net of cash received	(114,163)	(420,555)	(46,784)
Originations of loans held for investment	(54,402)	(557,706)	(199,153)
Principal collected on loans held for investment	122,111	649,466	379,491
Net cash provided by (used in) investing activities	(133,777)	(377,551)	115,179
Cash flows from financing activities
Borrowings (repayments) of warehouse notes payable, net	(1,370,705)	(635,912)	1,718,470
Borrowings of interim warehouse notes payable	36,459	266,575	60,770
Repayments of interim warehouse notes payable	(63,858)	(227,999)	(167,960)
Repayments of notes payable	(36,629)	(294,773)	(2,977)
Borrowings of notes payable		598,500
Repayment of secured borrowings		(73,312)
Proceeds from secured borrowings			2,766
Proceeds from issuance of common stock	486	5,252	14,021
Repurchase of common stock	(42,369)	(18,872)	(45,774)
Purchase of noncontrolling interests			(10,400)
Cash dividends paid	(80,145)	(64,453)	(45,350)
Payment of contingent consideration	(21,191)		(1,641)
Distributions to noncontrolling interest	(2,535)
Debt issuance costs	(3,337)	(12,732)	(4,298)
Net cash provided by (used in) financing activities	(1,583,824)	(457,726)	1,517,627
Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents (NOTE 2)	(134,897)	35,178	221,436
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period	393,180	358,002	136,566
Total of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period	258,283	393,180	358,002
Supplemental Disclosure of Cash Flow Information:
Cash paid to third parties for interest	76,661	37,947	45,944
Cash paid for income taxes	$ 58,524	$ 43,427	$ 29,708

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Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Supplemental Disclosure of Non-Cash Activity:
Issuance of common stock in connection with acquisitions		$ 120,571	$ 10,906
Issuance of common stock to settle compensation liabilities	$ 6,551	9,589	4,949
Issuance of common stock to settle contingent consideration liabilities (NOTE 7)	8,750
Net increase (decrease) in total equity due to consolidations of tax credit entities (NOTE 11)	10,447
Net increase (decrease) in total assets due to consolidations of tax credit entities (NOTE 11)	13,700
Net increase (decrease) in total liabilities due to consolidations of tax credit entities (NOTE 11)	3,559
Forgiveness of receivables related to acquisitions (NOTE 7)	5,460		5,674
Additions of contingent consideration liabilities from acquisitions (NOTE 7)	$ 117,955	$ 93,304	$ 27,645

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ORGANIZATION

12 Months Ended

Dec. 31, 2022

ORGANIZATION

ORGANIZATION

NOTE 1—ORGANIZATION

These financial statements represent the consolidated financial position and results of operations of Walker & Dunlop, Inc. and its subsidiaries. Unless the context otherwise requires, references to “we,” “us,” “our,” “Walker & Dunlop” and the “Company” mean the Walker & Dunlop consolidated companies.

Walker & Dunlop, Inc. is a holding company and conducts the majority of its operations through Walker & Dunlop, LLC, the operating company. Walker & Dunlop is one of the leading commercial real estate services and finance companies in the United States. The Company originates, sells, and services a range of commercial real estate debt and equity financing products, provides multifamily property sales brokerage and valuation services, and engages in commercial real estate and affordable housing investment management activities with a particular focus on the affordable housing sector through low-income housing tax credit (“LIHTC”) syndication.

Through its agency lending products, the Company originates and sells loans pursuant to the programs of the Federal National Mortgage Association (“Fannie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac” and, together with Fannie Mae, the “GSEs”), the Government National Mortgage Association (“Ginnie Mae”), and the Federal Housing Administration, a division of the U.S. Department of Housing and Urban Development (together with Ginnie Mae, “HUD”). Through its debt brokerage products, the Company brokers, and in some cases services, loans for various life insurance companies, commercial banks, commercial mortgage-backed securities issuers, and other institutional investors.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation—The consolidated financial statements include the accounts of Walker & Dunlop, Inc., its wholly owned subsidiaries, and its majority owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity (“VIE”) or the voting interest model. The Company is required to first apply the VIE model to determine whether it holds a variable interest in an entity, and if so, whether the entity is a VIE. If the Company determines it holds a variable interest in a VIE and has a controlling financial interest and therefore is considered the primary beneficiary, the Company consolidates the entity. In instances where the Company holds a variable interest in a VIE but is not the primary beneficiary, the Company uses the equity-method of accounting.

If the Company determines it does not hold a variable interest in a VIE, it then applies the voting interest model. Under the voting interest model, the Company consolidates an entity when it holds a majority voting interest in an entity. If the Company does not have a majority voting interest but has significant influence, it uses the equity-method of accounting. In instances where the Company owns less than 100% of the equity interests of an entity but owns a majority of the voting interests or has control over an entity, the Company accounts for the portion of equity not attributable to Walker & Dunlop, Inc. as Noncontrolling interests on the Consolidated Balance Sheets and the portion of net income not attributable to Walker & Dunlop, Inc. as Net income (loss) from noncontrolling interests in the Consolidated Statements of Income.

Subsequent Events—The Company has evaluated the effects of all events that have occurred subsequent to December 31, 2022. The Company has made certain disclosures in the notes to the consolidated financial statements of events that have occurred subsequent to December 31, 2022. There have been no other material subsequent events that would require recognition in the consolidated financial statements.

Use of Estimates—The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses; including the allowance for risk-sharing obligations, initial fair value of capitalized mortgage servicing rights, initial and recurring fair value assessments of contingent consideration, and the fair value of the Apprise joint venture (as discussed in NOTE 7), actual results may vary from these estimates.

Mortgage Servicing Rights—When a loan is sold and the Company retains the right to service the loan, the derivative asset discussed below is reclassified and capitalized as an individual mortgage servicing right (“MSR”) at fair value. The initial capitalized amount is equal to the estimated fair value of the expected net cash flows associated with servicing the loans, net of the expected cash flows associated with any guaranty obligations. The following describes the principal assumptions used in estimating the fair value of capitalized MSRs.

Discount Rate—Depending upon loan type, the discount rate used is management's best estimate of market discount rates. The rates used for loans sold were between 8% and 14% for the years ended December 31, 2022 and 2021, between 10% and 15% for the year ended December 31, 2020, and varied based on loan type.

Estimated Life—The estimated life of the MSRs is derived based upon the stated term of the prepayment protection provisions of the underlying loan and may be reduced by six to 12 months based upon the expiration or reduction of the prepayment provisions prior to the stated maturity date. The Company’s model for MSRs assumes no prepayment while the prepayment provisions have not expired and full prepayment of the loan at or near the point where the prepayment provisions have expired. The Company’s historical experience is that the prepayment provisions typically do not provide a significant deterrent to a borrower’s paying off the loan within six to 12 months of the expiration of the prepayment provisions.

Escrow Earnings—The estimated earnings rate on escrow accounts associated with the servicing of the loans for the life of the MSR is added to the estimated future cash flows.

The assumptions used to estimate the fair value of capitalized MSRs at loan sale are based on internal models and are compared to assumptions used by other market participants periodically. When such comparisons indicate that these assumptions have changed significantly, the Company adjusts its assumptions accordingly. For example, during the year ended December 31, 2020, the Company adjusted the escrow earnings rate assumption twice based on changes observed from other market participants. Additionally, the Company made adjustments to the discount rates in 2021 and escrow earnings rate in 2021 and 2022 based on observations from other market participants and economic conditions.

Subsequent to the initial measurement date, MSRs are amortized using the interest method over the period that servicing income is expected to be received and presented as a component of Amortization and depreciation in the Consolidated Statements of Income. The individual loan-level MSR is written off through a charge to Amortization and depreciation when a loan prepays, defaults, or is probable of default. The Company evaluates all MSRs for impairment quarterly. The predominant risk characteristic affecting the MSRs is prepayment risk, and we do not believe there is sufficient variation within the portfolio to warrant stratification. Therefore, we assess MSR impairment at the portfolio level. The Company engages a third party to assist in determining an estimated fair value of our existing and outstanding MSRs on at least a semi-annual basis.

Allowance for Risk-Sharing Obligations—Substantially all loans sold under the Fannie Mae DUS program contain partial or full risk-sharing guaranties that are based on the performance of the loan serviced in the at-risk servicing portfolio. The Company records an estimate of the loss reserve for the current expected credit losses (“CECL”) for all loans in our Fannie Mae at-risk servicing portfolio and presents this loss reserve as Allowance for risk-sharing obligations on the Consolidated Balance Sheets.

Overall Current Expected Credit Losses Approach

The Company uses the weighted-average remaining maturity method (“WARM”) for calculating its allowance for risk-sharing obligations, the Company’s liability for the off-balance-sheet credit exposure associated with the Fannie Mae at-risk DUS loans. WARM uses a weighted average annual charge-off rate (“historical loss rate”) that contains loss content over multiple vintages and loan terms and is used as a foundation for estimating the CECL reserve. The historical loss rate is applied to the unpaid principal balance (“UPB”) over the contractual term, adjusted for estimated prepayments and amortization to arrive at the CECL reserve for the entire current portfolio as described further below.

The Company maximizes the use of historical internal data because the Company has extensive historical data servicing Fannie Mae DUS loans from which to calculate historical loss rates and principal paydown by loan term type for its exposure to credit loss on its homogeneous portfolio of Fannie Mae DUS multifamily loans. Additionally, the Company believes its properties, loss history, and underwriting standards are not similar to public data such as loss histories for loans originated for collateralized mortgage-backed securities conduits.

Runoff Rate

One of the key inputs into a WARM calculation is the runoff rate, which is the expected rate at which loans in the current portfolio will prepay and amortize in the future. As the loans the Company originates have different original lives and run off over different periods, the Company groups loans by similar origination dates (vintage) and contractual maturity terms for purposes of calculating the runoff rate. The Company originates loans under the DUS program with various terms generally ranging from several years to 15 years; each of these various loan terms has a different runoff rate.

The Company uses its historical runoff rate for each of the different loan term pools as a proxy for the expected runoff rate. The Company believes that borrower behavior and macroeconomic conditions will not deviate significantly from historical performance over the

approximately ten-year period in which the Company has compiled the actual loss data. The ten-year period captures the various cycles of industry performance and provides a period that is long enough to capture sufficient observations of runoff history. In addition, due to the prepayment protection provisions for Fannie Mae DUS loans, the Company has not seen significant volatility in historical prepayment rates due to gradual changes in interest rates and would not expect this to change materially in future periods.

The historical annual runoff rate is calculated for each year of a loan’s life for each vintage in the portfolio and aggregated with the calculated runoff rate for each comparable year in every vintage. For example, the annual runoff rate for the first year of loans originated in 2010 is aggregated with the annual runoff rate for the first year of loans originated in 2011, 2012, and so on to calculate the average annual runoff rate for the first year of a loan. This average runoff calculation is performed for each year of a loan’s life for each of the various loan terms to create a matrix of historical average annual runoffs by year for the entire portfolio.

The Company segments its current portfolio of at-risk DUS loans outstanding by original loan term type and years remaining and then applies the appropriate historical average runoff rates to calculate the expected remaining balance at the end of each reporting period in the future. For example, for a loan with an original ten-year term and seven years remaining, the Company applies the historical average annual runoff rate for a ten-year loan for year four to arrive at the estimated remaining UPB one year from the current period, the historical average runoff rate for year five to arrive at the estimated remaining UPB two years from the current period, and so on up to the loan’s maturity date.

CECL Reserve Calculation

Once the Company has calculated the estimated outstanding UPB for each future year until maturity for each loan term type, the Company then applies the historical loss rate (as further described below) to each future year’s estimated UPB. The Company then aggregates the allowance calculated for each year within each loan term type and for all different maturity years to arrive at the CECL reserve for the portfolio.

The historical loss rate is calculated using a ten-year look-back period, utilizing the average portfolio balance and settled losses for each year. A ten-year period is used as the Company believes that this period of time includes sufficiently different economic conditions to generate a reasonable estimate of expected results in the future, given the relatively long-term nature of the current portfolio. This approach captures the adverse impact of the years following the great financial crisis of 2007-2010 because multifamily commercial loans have a lag period from the time of initial distress indications through the timing of loss settlement. The same loss rate is utilized across each loan term type as the Company has not observed any historical or industry-published data to indicate there is any difference in the occurrence probability or loss severity for a loan based on its loan origination term.

Reasonable and Supportable Forecast Period

The Company currently uses one year for its reasonable and supportable forecast period (the “forecast period”). The Company uses a forecast of unemployment rates, historically a highly correlated indicator for multifamily occupancy rates, and general economic forecasts from third parties to assess what macroeconomic and multifamily market conditions are expected to be like over the coming year. The Company then associates the forecasted conditions with a similar historical period over the past ten years, which could be one or several years, and uses the Company’s average loss rate for that historical period as a basis for the loss rate used for the forecast period. The Company reverts to the historical loss rate over a one-year period on a straight-line basis. For all remaining years until maturity, the Company uses the historical loss rate as described above to estimate losses. The average loss rate from a historical period used for the forecast period may be adjusted as necessary if the forecasted macroeconomic and industry conditions differ materially from the historical period.

Identification of Collateral-Based Reserves for Defaulted Loans

The Company monitors the performance of each risk-sharing loan for events or conditions which may signal a potential default. The Company’s process for identifying which risk-sharing loans may be probable of default consists of an assessment of several qualitative and quantitative factors, including payment status, property financial performance, local real estate market conditions, loan-to-value ratio, debt-service-coverage ratio (“DSCR”), property condition, and financial strength of the borrower or key principal(s). In instances where payment under the guaranty on a specific loan is determined to be probable (as the loan is probable of foreclosure or has foreclosed), the Company separately measures the expected loss through an assessment of the underlying fair value of the asset, disposition costs, and the risk-sharing percentage (the “collateral-based reserve”) through a charge to the provision for risk-sharing obligations, which is a component of Provision (benefit) for credit losses in the Consolidated Statements of Income. These loans are removed from the WARM calculation described above, and the associated loan-specific mortgage servicing right and guaranty obligation are written off. The expected loss on the risk-sharing obligation is dependent on the fair value of the underlying property as the loans are collateral dependent. Historically, initial recognition of a

collateral-based reserve occurs at or before a loan becomes 60 days delinquent.

The amount of the collateral-based reserve considers historical loss experience, adverse situations affecting individual loans, the estimated disposition value of the underlying collateral, and the level of risk sharing. The estimate of property fair value at initial recognition of the collateral-based reserve is based on appraisals, broker opinions of value, or net operating income and market capitalization rates, depending on the facts and circumstances associated with the loan and underlying collateral. The Company regularly monitors the collateral-based reserves on all applicable loans and updates loss estimates as current information is received. The settlement with Fannie Mae is based on the actual sales price of the property and selling and property preservation costs and considers the Fannie Mae loss-sharing requirements. The maximum amount of the loss the Company absorbs at the time of default is generally 20% of the origination UPB of the loan.

Provision (Benefit) for Credit Losses—The Company records the income statement impact of the changes in the allowance for loan losses and the allowance for risk-sharing obligations within Provision (benefit) for credit losses in the Consolidated Statements of Income. NOTE 4 contains additional discussion related to the allowance for risk-sharing obligations. Provision (benefit) for credit losses consisted of the following activity for the years ended December 31, 2022, 2021, and 2020:

Components of Provision (Benefit) for Credit Losses (in thousands)	2022		2021		2020
Provision (benefit) for loan losses	$	1,970	$	(610)	$	3,739
Provision (benefit) for risk-sharing obligations		(13,948)		(12,677)		33,740
Provision (benefit) for credit losses	$	(11,978)	$	(13,287)	$	37,479

Business Combinations—The Company accounts for business combinations using the acquisition method of accounting, under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. The Company recognizes identifiable assets acquired (including intangible assets) and liabilities (both specific and contingent) assumed at their fair values at the acquisition date. Furthermore, acquisition-related costs, such as due diligence, legal and accounting fees, are not capitalized or applied in determining the fair value of the acquired assets. The excess of the purchase price over the fair value of the assets acquired and the liabilities assumed is recognized as goodwill. During the measurement period, the Company records adjustments to the assets acquired and liabilities assumed with corresponding adjustments to goodwill in the reporting period in which the adjustment is identified. These adjustments during the measurement period are recorded to goodwill only in circumstances where the adjustment is related to additional information obtained subsequent to the acquisition about facts and circumstances that existed at the time of the acquisition. After the measurement period, which could be up to one year after the transaction date, subsequent adjustments are recorded to the Company’s Consolidated Statements of Income.

Goodwill—The Company evaluates goodwill for impairment annually. In addition to the annual impairment evaluation, the Company evaluates at least quarterly whether events or circumstances have occurred in the period subsequent to the annual impairment testing which indicate that it is more likely than not an impairment loss has occurred. The Company’s goodwill is allocated to four reporting units, each of which is a component of either the Capital Markets segment or the Servicing & Asset Management segment. The Company performs its impairment testing annually as of October 1 for each reporting unit for which goodwill has been allocated. The Company’s October 1, 2022 impairment test consisted of a qualitative assessment of each reporting unit as there were no indicators of a change in fair value; therefore, the Company concluded that the determination of the fair value of any reporting unit was unnecessary. As seen in NOTE 7, there was a reduction to the contingent consideration related to the Company’s Valuation Advisory reporting unit (included in the Company’s Capital Markets reportable segment). The Company concluded that this reduction in the contingent consideration was not an indicator that the fair value of the reporting unit was less than its carrying value because the change in the earnout was the result of the timing of the projected cash flows and operating results (“earnout metrics”). The contingent consideration is eligible to be earned over a four-year period. At acquisition, a high amount of the earnout metrics was projected to be achieved over the four-year earn-out period. Due to the macroeconomic conditions present during 2022, the Company’s projections for the earnout metrics were reduced for the earnout period and increased for periods beyond the earnout period.

Transfers of Financial Assets—Transfers of financial assets are reported as sales when (i) the transferor surrenders control over those assets, (ii) the transferred financial assets have been legally isolated from the Company’s creditors, (iii) the transferred assets can be pledged or exchanged by the transferee, and (iv) consideration other than beneficial interests in the transferred assets is received in exchange. The transferor is considered to have surrendered control over transferred assets if, and only if, certain conditions are met. The Company determined that all loans sold during the periods presented met these specific conditions and accounted for all transfers of loans held for sale as completed sales, except as otherwise noted.

Derivative Assets and Liabilities—Loan commitments that meet the definition of a derivative are recorded at fair value on the Consolidated Balance Sheets upon the executions of the commitments to originate a loan with a borrower and to sell the loan to an investor, with a corresponding amount recognized as revenue on the Consolidated Statements of Income. The estimated fair value of loan commitments includes (i) the fair value of loan origination fees and premiums on the anticipated sale of the loan, net of co-broker fees (included in derivative assets, a component of Other Assets, on the Consolidated Balance Sheets and as a component of Loan origination and debt brokerage fees, net in the Consolidated Income Statements), (ii) the fair value of the expected net cash flows associated with the servicing of the loan, net of any estimated net future cash flows associated with the guarantee obligation (included in derivative assets, a component of Other Assets, on the Consolidated Balance Sheets and in Fair value of expected net cash flows from servicing, net in the Consolidated Income Statements), and (iii) the effects of interest rate movements between the trade date and balance sheet date. Loan commitments are generally derivative assets but can become derivative liabilities if the effects of the interest rate movement between the trade date and the balance sheet date are greater than the combination of (i) and (ii) above. Forward sale commitments that meet the definition of a derivative are recorded as either derivative assets or derivative liabilities depending on the effects of the interest rate movements between the trade date and the balance sheet date. Adjustments to the fair value are reflected as a component of income within Loan origination and debt brokerage fees, net in the Consolidated Statements of Income.

Co-broker fees, which are netted against Loan origination and debt brokerage fees, net in the Consolidated Statements of Income, were $17.3 million, $21.0 million and $33.1 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Loans Held for Sale—Loans held for sale represent originated loans that are generally transferred or sold within 60 days from the date that a mortgage loan is funded. The Company elects to measure all originated loans at fair value, unless the Company documents at the time the loan is originated that it will measure the specific loan at the lower of cost or fair value for the life of the loan. Electing to use fair value allows a better offset of the change in fair value of the loan and the change in fair value of the derivative instruments used as economic hedges. During the period prior to its sale, interest income on a loan held for sale is calculated in accordance with the terms of the individual loan. There were no loans held for sale that were valued at the lower of cost or fair value or on a non-accrual status at December 31, 2022 and 2021.

Share-Based Payment—The Company recognizes compensation costs for all share-based payment awards made to employees and directors, including restricted stock and restricted stock units based on the grant date fair value. Restricted stock awards are granted without cost to the Company’s officers, employees, and non-employee directors. The fair value of the award is calculated as the fair value of the Company’s common stock on the date of grant.

Stock option awards were granted to executive officers in the past. The Company has not granted any stock option awards since 2017 and does not expect to issue stock options for the foreseeable future. A small number of vested but unexercised stock options is outstanding as of December 31, 2022.

Generally, the Company’s restricted stock awards for its officers and employees vest ratably over a three-year period based solely on continued employment. Restricted stock awards for non-employee directors fully vest after one year. Awards issued to the Company's production personnel sometimes vest over a period greater than three years.

The Company offers a performance share plan (“PSP”) principally for the Company’s executives and certain other members of senior management. The performance period for each PSP is three full calendar years beginning on January 1 of the grant year. Participants in the PSP receive restricted stock units (“RSUs”) on the grant date for the PSP in an amount equal to achievement of all performance targets at a maximum level. If the performance targets are met at the end of the performance period and the participant remains employed by the Company, the participant fully vests in the RSUs, which immediately convert to unrestricted shares of common stock. If the performance targets are not met at the maximum level, the participant generally forfeits a portion of the RSUs. Generally, if the participant is no longer employed by the Company, the participant forfeits all of the RSUs. The performance targets for all the PSPs issued by the Company are based on meeting diluted earnings per share, return on equity, and total revenues goals. The Company records compensation expense for the PSP based on the grant-date fair value in an amount proportionate to the service time rendered by the participant and the expected achievement level of the goals.

Compensation expense for restricted shares is adjusted for actual forfeitures and is recognized on a straight-line basis, for each separately vesting portion of the award as if the award were in substance multiple awards, over the requisite service period of the award. Share-based compensation is recognized within the income statement as Personnel, the same expense line as the cash compensation paid to the respective employees.

Loans Held for Investment, net—Loans held for investment are multifamily loans originated by the Company through the Interim Loan Program for properties that currently do not qualify for permanent GSE or HUD (collectively, the “Agencies”) financing. These loans have terms of up to three years and are all interest-only, multifamily loans with similar risk characteristics and no geographic concentration. The loans are carried at their unpaid principal balances, adjusted for net unamortized loan fees and costs, and net of any allowance for loan losses.

As of December 31, 2022, Loans held for investment, net consisted of nine loans with an aggregate $206.8 million of unpaid principal balance less $0.4 million of net unamortized deferred fees and costs and $6.2 million of allowance for loan losses. As of December 31, 2021, Loans held for investment, net consisted of 12 loans with an aggregate $274.5 million of unpaid principal balance less $1.2 million of net unamortized deferred fees and costs and $4.2 million of allowance for loan losses.

As of December, 31 2020, the Company had a portfolio of participating interest in loans held for investment accounted as a secured borrowing that was paid off in 2021, with the aggregate unpaid principal balance of the loans of $81.5 million presented as a component of Loans held for investment, net and the secured borrowing of $73.3 million presented within Other liabilities on the Consolidated Balance Sheets.

The Company assesses the credit quality of loans held for investment in the same manner as it does for the loans in the Fannie Mae at-risk portfolio as described above and records an allowance for these loans as necessary. The allowance for loan losses is estimated collectively for loans with similar characteristics. The collective allowance is based on the same methodology that the Company uses to estimate its allowance for risk-sharing obligations under the CECL standard for at-risk Fannie Mae Delegated Underwriting and Servicing (“DUS”) loans (with the exception of a reversion period) because the nature of the underlying collateral is the same, and the loans have similar characteristics, except they are significantly shorter in maturity. The reasonable and supportable forecast period used for the CECL allowance for loans held for investment is one year.

One loan held for investment with an unpaid principal balance of $14.7 million was delinquent and on non-accrual status as of December 31, 2022 and December 31, 2021. The Company had $5.9 million and $3.7 million in collateral-based reserves for this loan as of December 31, 2022 and December 31, 2021, respectively, and has not recorded any interest related to this loan since it went on non-accrual status. All other loans were current as of December 31, 2022 and 2021. The amortized cost basis of loans that were current as of December 31, 2022 and 2021 was $191.7 million and $258.6 million, respectively. As of December 31, 2022, $3.5 million, $162.3 million and $26.3 million of the loans that were current were originated in 2022, 2021, and 2019, respectively. No loans originated in 2020 were outstanding as of December 31, 2022. Prior to 2019, the Company had not experienced any delinquencies related to loans held for investment.

Statement of Cash Flows—The Company records the fair value of premiums and origination fees as a component of the fair value of derivative assets on the loan commitment date and records the related income within Loan origination and debt brokerage fees, net within the Consolidated Statements of Income. The cash for the origination fee is received upon closing of the loan, and the cash for the premium is received upon loan sale, resulting in a timing mismatch of the recognition of income and the receipt of cash in a given period when the derivative or loan held for sale remains outstanding at period end.

The Company accounts for this mismatch by recording an adjustment called Change in the fair value of premiums and origination fees within the Consolidated Statements of Cash Flows. The amount of the adjustment reflects a reduction to cash provided by or used in operations for the amount of income recognized upon rate lock (i.e., non-cash income) for derivatives and loans held for sale outstanding at period end and an increase to cash provided by or used in operations for cash received upon loan origination or sale for derivatives and loans held for sale that were outstanding at prior period end. When income recognized upon rate lock is greater than cash received upon loan origination or sale, the adjustment is a negative amount. When income recognized upon rate lock is less than cash received upon loan origination or loan sale, the adjustment is a positive amount.

For presentation in the Consolidated Statements of Cash Flows, the Company considers pledged cash and cash equivalents (as detailed in NOTE 9) to be restricted cash and restricted cash equivalents. The following table presents a reconciliation of the total of cash, cash

equivalents, restricted cash, and restricted cash equivalents as presented in the Consolidated Statements of Cash Flows to the related captions on the Consolidated Balance Sheets as of December 31, 2022, 2021, 2020, and 2019.

	December 31,
(in thousands)	2022		2021		2020		2019
Cash and cash equivalents	$	225,949	$	305,635	$	321,097	$	120,685
Restricted cash		17,676		42,812		19,432		8,677
Pledged cash and cash equivalents (NOTE 9)		14,658		44,733		17,473		7,204
Total cash, cash equivalents, restricted cash, and restricted cash equivalents	$	258,283	$	393,180	$	358,002	$	136,566

Income Taxes—The Company files income tax returns in the applicable U.S. federal, state, and local jurisdictions and generally is subject to examination by the respective jurisdictions for three years from the filing of a tax return. The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted.

Deferred tax assets are recognized only to the extent that it is more likely than not that they will be realizable based on consideration of available evidence, including future reversals of existing taxable temporary differences, projected future taxable income, and tax planning strategies.

The Company had an immaterial accrual for uncertain tax positions as of December 31, 2022 and 2021.

Net Warehouse Interest Income—The Company presents warehouse interest income net of warehouse interest expense. Warehouse interest income is the interest earned from loans held for sale and loans held for investment. Generally, a substantial portion of the Company’s loans is financed with matched borrowings under one of its warehouse facilities. The remaining portion of loans not funded with matched borrowings is financed with the Company’s own cash. Occasionally, the Company also fully funds a small number of loans held for sale or loans held for investment with its own cash. Warehouse interest expense is incurred on borrowings used to fund loans solely while they are held for sale or for investment. Warehouse interest income and expense are earned or incurred on loans held for sale after a loan is closed and before a loan is sold. Warehouse interest income and expense are earned or incurred on loans held for investment after a loan is closed and before a loan is repaid. The Company had a portfolio of participating interests in loans held for investment that was accounted for as a secured borrowing and paid off at the end of the second quarter of 2021. The Company recognized Net warehouse interest income on the unpaid principal balance of the loans and secured borrowing for the year ended December 31, 2021. The interest income and expense on the secured borrowing, which offset each other and are included in Net warehouse interest income, were $1.7 million and $3.4 million for the years December 31, 2021 and December 31, 2020, respectively. Included in Net warehouse interest income for the years ended December 31, 2022 and 2021, and 2020 are the following components:

	For the year ended December 31,
Components of Net Warehouse Interest Income (in thousands)	2022		2021		2020
Warehouse interest income - loans held for sale	$	52,021	$	42,480	$	53,090
Warehouse interest expense - loans held for sale		(42,354)		(28,084)		(35,154)
Net warehouse interest income - loans held for sale	$	9,667	$	14,396	$	17,936
Warehouse interest income - loans held for investment	$	13,044	$	12,406	$	17,741
Warehouse interest expense - loans held for investment		(6,934)		(4,694)		(6,351)
Net warehouse interest income - loans held for investment	$	6,110	$	7,712	$	11,390

Pledged Securities—As collateral against its Fannie Mae risk-sharing obligations (NOTES 4 and 9), certain securities have been pledged to the benefit of Fannie Mae to secure the Company's risk-sharing obligations. Substantially all of the balance of Pledged securities, at fair value within the Consolidated Balance Sheets as of December 31, 2022 and 2021 was pledged against Fannie Mae risk-sharing obligations. The Company’s investments included within Pledged securities, at fair value consist primarily of money market funds and Agency debt securities. The investments in Agency debt securities consist of multifamily Agency mortgage-backed securities (“Agency MBS”) and are all

accounted for as available-for-sale (“AFS”) securities. The Company does not record an allowance for credit losses for its AFS securities, including those whose fair value is less than amortized cost, when the AFS securities are issued by the GSEs. The contractual cash flows of these AFS securities are guaranteed by the GSEs, which are government-sponsored enterprises under the conservatorship of the Federal Housing Finance Agency. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost of these securities. The Company does not intend to sell any of the Agency MBS, nor does the Company believe that it is more likely than not that it would be required to sell these investments before recovery of their amortized cost basis, which may be at maturity.

Contracts with Customers—A majority of the Company’s revenues are derived from the following sources, all of which are excluded from the accounting provisions applicable to contracts with customers: (i) financial instruments, (ii) transfers and servicing, (iii) derivative transactions, and (iv) investments in debt securities/equity-method investments. The remaining portion of revenues is derived from contracts with customers. Other than LIHTC asset management fees as described below, the Company’s contracts with customers generally do not require significant judgment or material estimates that affect the determination of the transaction price (including the assessment of variable consideration), the allocation of the transaction price to performance obligations, and the determination of the timing of the satisfaction of performance obligations. Additionally, the earnings process for the Company’s contracts with customers is generally not complicated and is generally completed in a short period of time.

The Company provides asset management services to investors in low-income housing tax credits (“LIHTC”) funds and earns an asset management fee (“AMF”). The AMF is generally a specified percentage of invested assets in the LIHTC fund. The LIHTC funds invest in low-income housing projects, typically for a period of 10-15 years to meet the qualifications for the tax credit benefit. Cash distributions are made from the low-income housing project to the LIHTC fund. These distributions are subject to significant uncertainty as to the amount and timing as they are dependent upon the availability of cash for distribution, operating performance, and liquidity of the low-income housing project investments. Due to this significant uncertainty, the Company considers the contractual AMF to be variable consideration, substantially all of which is constrained. The Company estimates the amount of consideration not subject to the constraint at each quarterly reporting period. The amount of AMF revenue recognized each period is based on an assessment of the projected cash collections expected over the next twelve months. This projection is based on historical distributions and other considerations. The Company recognized asset management fees of $61.1 million for the year ended December 31, 2022. The asset management fees for the year ended December 31, 2021, were immaterial as the acquisition of Alliant occurred in December 2021. The AMF receivable was $43.0 million as of December 31, 2022 and $42.3 million as of December 31, 2021. The asset management fee receivable is included in Receivables, net on the Consolidated Balance Sheets, and the AMF revenue is included within Investment management fees in the Consolidated Statements of Income.

The following table presents information about the Company’s contracts with customers for the years ended December 31, 2022, 2021, and 2020:

Description (in thousands)	2022		2021		2020		Statement of income line item
Certain loan origination fees	$	157,153	$	186,986	$	64,528	Loan origination and debt brokerage fees, net
Property sales broker fees		120,582		119,981		38,108	Property sales broker fees
Investment management fees		71,931		25,637		10,713	Investment management fees
Application fees, appraisal revenues, subscription revenues, other revenues from LIHTC operations, and other revenues		80,304		30,920		12,286	Other revenues
Total revenues derived from contracts with customers	$	429,970	$	363,524	$	125,635

Guaranty Obligation, net—When a loan is sold under the Fannie Mae DUS program, the Company undertakes an obligation to partially guarantee the performance of the loan. Upon loan sale, a liability for the fair value of the obligation undertaken in issuing the guaranty is recognized and presented as a component of Other liabilities on the Consolidated Balance Sheets. The recognized guaranty obligation is the fair value of the Company’s obligation to stand ready to perform and credit risk over the term of the guaranty.

Generally, the estimated fair value of the guaranty obligation is based on the present value of the cash flows expected to be paid under the guaranty over the estimated life of the loan discounted using a rate consistent with what is used for the calculation of the mortgage servicing right for each loan. The life of the guaranty obligation is the estimated period over which the Company believes it will be required to stand ready under the guaranty. Subsequent to the initial measurement date, the liability is amortized over the life of the guaranty period using the straight-line method as a component of and reduction to Amortization and depreciation in the Consolidated Statements of Income.

Cash and Cash Equivalents—The term cash and cash equivalents, as used in the accompanying consolidated financial statements, includes currency on hand, demand deposits with financial institutions, and short-term, highly liquid investments purchased with an original maturity of three months or less. The Company had no cash equivalents as of December 31, 2022 and 2021.

Restricted Cash—Restricted cash represents primarily good faith deposits from borrowers and cash held in a collection account to be used to fund the repayment of the Alliant note payable as described more fully in NOTE 6. The Company records a corresponding liability for the good faith deposits from borrowers within Other liabilities on the Consolidated Balance Sheets.

Receivables, Net—Receivables, net represents amounts currently due to the Company pursuant to contractual servicing agreements, investor good faith deposits held in escrow by others, notes receivable from the developers of affordable housing projects, asset management fees receivable, and other receivables. Substantially all of these receivables are expected to be collected within a short period of time and are with counterparties with high credit quality (such as the Agencies). Additionally, the Company has not experienced any credit losses related to these receivables. Consequently, the Company has not recorded an allowance for credit losses associated with its receivables as of December 31, 2022 and 2021.

Concentrations of Credit Risk—Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, loans held for sale, and derivative financial instruments.

The Company places the cash and temporary investments with high-credit-quality financial institutions and believes no significant credit risk exists. The counterparties to the loans held for sale and funding commitments are owners of residential multifamily properties located throughout the United States. Mortgage loans are generally transferred or sold within 60 days from the date that a mortgage loan is funded. There is no material residual counterparty risk with respect to the Company's funding commitments as each potential borrower must make a non-refundable good faith deposit when the funding commitment is executed. The counterparty to the forward sale is Fannie Mae, Freddie Mac, or a broker-dealer that has been determined to be a credit-worthy counterparty by us and our warehouse lenders. There is a risk that the purchase price agreed to by the investor will be reduced in the event of a late delivery. The risk for non-delivery of a loan primarily results from the risk that a borrower does not close on the funding commitment in a timely manner. This risk is generally mitigated by the non-refundable good faith deposit.

Leases—In the normal course of business, the Company executes lease arrangements for all of its office space. All such lease arrangements are accounted for as operating leases. The Company initially recognizes a lease liability for the obligation to make lease payments and a right-of-use (“ROU”) asset for the right to use the underlying asset for the lease term. The lease liability is measured at the present value of the lease payments over the lease term. The ROU asset is measured at the lease liability amount, adjusted for lease prepayments, accrued rent, lease incentives received, and the lessee’s initial direct costs.

These operating leases do not provide an implicit discount rate; therefore, the Company uses the incremental borrowing rate of its note payable at lease commencement to calculate lease liabilities as the terms on this debt most closely resemble the terms on the Company’s largest leases. The Company’s lease agreements often include options to extend or terminate the lease. Single lease cost related to these lease agreements is recognized on the straight-line basis over the term of the lease, which includes options to extend when it is reasonably certain that such options will be exercised and the Company knows what the lease payments will be during the optional periods.

Litigation—In the ordinary course of business, the Company may be party to various claims and litigation, none of which the Company believes is material. The Company cannot predict the outcome of any pending litigation and may be subject to consequences that could include fines, penalties, and other costs, and the Company’s reputation and business may be impacted. The Company believes that any liability that could be imposed on the Company in connection with the disposition of any pending lawsuits would not have a material adverse effect on its business, results of operations, liquidity, or financial condition.

Recently Adopted and Recently Announced Accounting Pronouncements—There were no recently announced but not yet effective accounting pronouncements issued that have the potential to impact the Company’s consolidated financial statements. The Company did not adopt any new accounting policies during 2022.

Reclassifications—The Company has made immaterial reclassifications to prior-year balances to conform to current-year presentation.

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MORTGAGE SERVICING RIGHTS

12 Months Ended

Dec. 31, 2022

MSRs

Mortgage Servicing Rights

MORTGAGE SERVICING RIGHTS

NOTE 3—MORTGAGE SERVICING RIGHTS

The fair value of MSRs as of December 31, 2022 and December 31, 2021 was $1.4 billion and $1.3 billion, respectively. The Company uses a discounted static cash flow valuation approach, and the key economic assumption is the discount rate. See the following sensitivities related to the discount rate:

The impact of a 100-basis point increase in the discount rate as of December 31, 2022 would be a decrease in the fair value of $43.4 million to the MSRs outstanding as of December 31, 2022.

The impact of a 200-basis point increase in the discount rate as of December 31, 2022 would be a decrease in the fair value of $83.9 million to the MSRs outstanding as of December 31, 2022.

These sensitivities are hypothetical and should be used with caution. These estimates do not include interplay among assumptions and are estimated as a portfolio rather than individual assets.

Activity related to capitalized MSRs (net of accumulated amortization) for the years ended December 31, 2022 and 2021 follows:

	For the year ended December 31,
Roll Forward of MSRs (in thousands)	2022		2021
Beginning balance	$	953,845	$	862,813
Additions, following the sale of loan		244,259		313,376
Amortization		(189,211)		(176,428)
Pre-payments and write-offs		(33,667)		(45,916)
Ending balance	$	975,226	$	953,845

The following table summarizes the gross value, accumulated amortization, and net carrying value of the Company’s MSRs as of December 31, 2022 and 2021:

Components of MSRs (in thousands)	December 31, 2022		December 31, 2021
Gross value	$	1,659,185	$	1,548,870
Accumulated amortization		(683,959)		(595,025)
Net carrying value	$	975,226	$	953,845

The expected amortization of MSRs held in the Consolidated Balance Sheet as of December 31, 2022 is shown in the table below. Actual amortization may vary from these estimates.

	Expected
(in thousands)	Amortization
Year Ending December 31,
2023	$	188,499
2024		172,303
2025		149,355
2026		124,381
2027		106,077
Thereafter		234,611
Total	$	975,226

The Company recorded write-offs of MSRs related to loans that were repaid prior to the expected maturity and loans that defaulted. These write-offs are included as a component of the MSR roll forward shown above and as a component of Amortization and depreciation in the Consolidated Statements of Income. Prepayment fees totaling $26.5 million, $40.1 million, and $22.0 million were earned for 2022, 2021, and 2020, respectively, and are included as a component of Other revenues in the Consolidated Statements of Income. Escrow earnings totaling $43.3 million, $5.6 million, and $14.9 million were earned for the years ended December 31, 2022, 2021, and 2020, respectively, and are

included as a component of Escrow earnings and other interest income in the Consolidated Statements of Income. All other ancillary servicing fees were immaterial for the periods presented.

Management reviews the MSRs for temporary impairment quarterly by comparing the aggregate carrying value of the MSR portfolio to the aggregate estimated fair value of the portfolio. Additionally, MSRs related to Fannie Mae loans where the Company has risk-sharing obligations are assessed for permanent impairment on an asset-by-asset basis, considering factors such as debt service coverage ratio, property location, loan-to-value ratio, and property type. Except for defaulted or prepaid loans, no temporary or permanent impairment was recognized for the years ended December 31, 2022, 2021, and 2020.

As of December 31, 2022, the weighted average remaining life of the aggregate MSR portfolio was 7.1 years.

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ALLOWANCE FOR RISK-SHARING OBLIGATIONS AND GUARANTY OBLIGATION

12 Months Ended

Dec. 31, 2022

ALLOWANCE FOR RISK-SHARING OBLIGATIONS AND GUARANTY OBLIGATION

ALLOWANCE FOR RISK-SHARING OBLIGATIONS AND GUARANTY OBLIGATION

NOTE 4—ALLOWANCE FOR RISK-SHARING OBLIGATIONS AND GUARANTY OBLIGATION

When a loan is sold under the Fannie Mae DUS program, the Company typically agrees to guarantee a portion of the ultimate loss incurred on the loan should the borrower fail to perform. The compensation for this risk is a component of the servicing fee on the loan. The guaranty is in force while the loan is outstanding. The Company does not provide a guaranty for any other loan product it sells or brokers. Substantially all loans sold under the Fannie Mae DUS program contain modified or full-risk sharing guaranties that are based on the credit performance of the loan. The Company records an estimate of the contingent loss reserve for CECL for all loans in its Fannie Mae at-risk servicing portfolio and also records collateral-based reserves as necessary and presents this combined loss reserve as Allowance for risk-sharing obligations on the Consolidated Balance Sheets. Additionally, a guaranty obligation is presented as a component of Other liabilities on the Consolidated Balance Sheets.

Activity related to the allowance for risk-sharing obligations for the years ended December 31, 2022 and 2021 follows:

	For the year ended December 31,
Roll Forward of Allowance for Risk-Sharing Obligations (in thousands)	2022		2021
Beginning balance	$	62,636	$	75,313
Provision (benefit) for risk-sharing obligations		(13,948)		(12,677)
Write-offs		(4,631)		—
Ending balance	$	44,057	$	62,636

The Company assesses several qualitative and quantitative factors impacting the current and expected unemployment rate, macroeconomic conditions and multifamily market to calculate the Company’s CECL allowance each quarter. The key inputs for the CECL allowance are the historic loss rate, the forecast-period loss rate, the reversion-period loss rate, and the UPB of the at-risk servicing portfolio. A summary of the key inputs of the CECL allowance as of the end of each of the quarters presented and the provision impact during each quarter for the years ended December 31, 2022, 2021, and 2020 follows.

		2022
CECL Calculation Details and Provision Impact		Q1		Q2		Q3		Q4		Total
Forecast-period loss rate (in basis points)		3.0		2.2		2.2		2.1		N/A
Reversion-period loss rate (in basis points)		2.0		1.7		1.7		1.7		N/A
Historical loss rate (in basis points)		1.2		1.2		1.2		1.2		N/A
At-risk Fannie Mae servicing portfolio UPB (in billions)	$	49.7	$	51.2	$	52.1	$	54.0		N/A
CECL allowance (in millions)	$	42.5	$	37.7	$	38.9	$	39.7		N/A
Provision (benefit) for risk-sharing obligations (in millions)	$	(9.4)	$	(4.8)	$	1.2	$	(0.9)	$	(13.9)

		2021
CECL Calculation Details and Provision Impact		Q1		Q2		Q3		Q4		Total
Forecast-period loss rate (in basis points)		4.0		3.0		3.0		3.0		N/A
Reversion-period loss rate (in basis points)		2.0		2.0		2.0		2.0		N/A
Historical loss rate (in basis points)		1.8		1.8		1.8		1.8		N/A
At-risk Fannie Mae servicing portfolio UPB (in billions)	$	45.4	$	45.9	$	47.0	$	48.0		N/A
CECL allowance (in millions)	$	57.0	$	52.8	$	54.0	$	52.3		N/A
Provision (benefit) for risk-sharing obligations (in millions)	$	(10.7)	$	(4.3)	$	1.3	$	1.0	$	(12.7)

		2020
CECL Calculation Details and Provision Impact		Q1		Q2		Q3		Q4		Total
Forecast-period loss rate (in basis points)		7.0		7.0		7.0		6.0		N/A
Reversion-period loss rate (in basis points)		1.8		1.8		1.8		1.8		N/A
Historical loss rate (in basis points)		1.8		1.8		1.8		1.8		N/A
At-risk Fannie Mae servicing portfolio UPB (in billions)	$	37.2	$	39.9	$	41.0	$	42.8		N/A
CECL allowance (in millions)	$	57.3	$	62.3	$	63.6	$	67.0		N/A
Provision (benefit) for risk-sharing obligations (in millions)	$	22.5	$	5.1	$	1.3	$	4.8	$	33.7

The weighted-average remaining life of the at-risk Fannie Mae servicing portfolio as of December 31, 2022 was 7.2 years compared to 7.5 years as of December 31, 2021.

Two loans had aggregate collateral-based reserves of $4.4 million as of December 31, 2022 compared to three loans that had an aggregate collateral-based reserves of $10.3 million as of December 31, 2021.

Activity related to the guaranty obligation for the years ended December 31, 2022 and 2021 follows:

	For the year ended December 31,
Roll Forward of Guaranty Obligation (in thousands)	2022		2021
Beginning balance	$	47,378	$	52,306
Additions, following the sale of loan		6,532		5,607
Amortization and write-offs		(9,960)		(10,535)
Ending balance	$	43,950	$	47,378

As of December 31, 2022 and 2021, the maximum quantifiable contingent liability associated with the Company’s guarantees under the Fannie Mae DUS agreement was $11.0 billion and $10.1 billion, respectively. This maximum quantifiable contingent liability relates to the at-risk loans serviced for Fannie Mae at the specific point in time indicated. The maximum quantifiable contingent liability is not representative of the actual loss the Company would incur. The Company would be liable for this amount only if all of the loans it services for Fannie Mae, for which the Company retains some risk of loss, were to default and all of the collateral underlying these loans were determined to be without value at the time of settlement.

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SERVICING

12 Months Ended

Dec. 31, 2022

Loans and Other Servicing Accounts

Servicing

SERVICING

NOTE 5—SERVICING

The total unpaid principal balance of loans the Company was servicing for various institutional investors was $123.1 billion as of December 31, 2022 compared to $115.7 billion as of December 31, 2021

As of December 31, 2022 and 2021, custodial escrow accounts relating to loans serviced by the Company totaled $2.7 billion and $3.7 billion, respectively. These amounts are not included in the Consolidated Balance Sheets as such amounts are not Company assets; however, the Company is entitled to placement fees on these escrow balances, presented within Escrow earnings and other interest income in the Consolidated Statements of Income. Certain cash deposits at other financial institutions exceed the Federal Deposit Insurance Corporation insured limits. The Company places these deposits with financial institutions that meet the requirements of the Agencies and where it believes the risk of loss to be minimal.

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DEBT

12 Months Ended

Dec. 31, 2022

DEBT

DEBT

NOTE 6—DEBT

Warehouse Facilities

As of December 31, 2022, to provide financing to borrowers under the Agencies’ programs, the Company had committed and uncommitted warehouse lines of credit in the amount of $3.9 billion with certain national banks and a $1.5 billion uncommitted facility with Fannie Mae (collectively, the “Agency Warehouse Facilities”). In support of these Agency Warehouse Facilities, the Company pledged substantially all of its loans held for sale under the Company's approved programs. The Company’s ability to originate mortgage loans for sale depends upon its ability to secure and maintain these types of short-term financings on acceptable terms.

Additionally, as of December 31, 2022, the Company had warehouse lines of credit in the amount of $0.5 billion with certain national banks to assist in funding loans held for investment under the Interim Loan Program (“Interim Warehouse Facilities”). The Company had pledged substantially all of its loans held for investment against these Interim Warehouse Facilities. The Company’s ability to originate loans held for investment depends upon market conditions, and its ability to secure and maintain these types of short-term financings on acceptable terms.

The interest rate for all our warehouse facilities is based on either an Adjusted Term Secured Overnight Financing Rate (“SOFR”) or London Interbank Offered Rate (“LIBOR”). The maximum amount and outstanding borrowings under Warehouse notes payable as of December 31, 2022 and 2021 follow:

	December 31, 2022
(dollars in thousands)	Committed		Uncommitted		Total Facility		Outstanding
Facility	Amount		Amount		Capacity		Balance		Interest rate(1)
Agency Warehouse Facility #1	$	325,000	$	250,000	$	575,000	$	141,965	SOFR plus 1.30%
Agency Warehouse Facility #2		700,000		300,000		1,000,000		102,926	SOFR plus 1.30%
Agency Warehouse Facility #3		600,000		265,000		865,000		110,394	SOFR plus 1.35%
Agency Warehouse Facility #4		200,000		225,000		425,000		26,079	SOFR plus 1.30%
Agency Warehouse Facility #5		—		1,000,000		1,000,000		—	SOFR plus 1.45%
Total National Bank Agency Warehouse Facilities	$	1,825,000	$	2,040,000	$	3,865,000	$	381,364
Fannie Mae repurchase agreement, uncommitted line and open maturity		—		1,500,000		1,500,000		11,350
Total Agency Warehouse Facilities	$	1,825,000	$	3,540,000	$	5,365,000	$	392,714
Interim Warehouse Facility #1	$	135,000	$	—	$	135,000	$	—	SOFR plus 1.80%
Interim Warehouse Facility #2		100,000		—		100,000		—	SOFR plus 1.35% to 1.85%
Interim Warehouse Facility #3		200,000		—		200,000		127,009	30-day LIBOR plus 1.75% to 3.25%
Interim Warehouse Facility #4		19,810		—		19,810		18,410	SOFR plus 3.11%
Total National Bank Interim Warehouse Facilities	$	454,810	$	—	$	454,810	$	145,419
Tax Credit Equity Warehouse Facility	$	20,000	$	—	$	20,000	$	5,916	Daily SOFR plus 2.80%
Debt issuance costs		—		—		—		(603)
Total warehouse facilities	$	2,299,810	$	3,540,000	$	5,839,810	$	543,447

	December 31, 2021
(dollars in thousands)	Committed		Uncommitted		Total Facility		Outstanding
Facility	Amount		Amount		Capacity		Balance		Interest rate(1)
Agency Warehouse Facility #1	$	425,000	$	—	$	425,000	$	34,032	SOFR plus 1.30%
Agency Warehouse Facility #2		700,000		300,000		1,000,000		147,055	30-day LIBOR plus 1.30%
Agency Warehouse Facility #3		600,000		265,000		865,000		156,705	30-day LIBOR plus 1.30%
Agency Warehouse Facility #4		350,000		—		350,000		45,337	30-day LIBOR plus 1.30%
Agency Warehouse Facility #5		—		1,000,000		1,000,000		175,608	SOFR plus 1.45%
Agency Warehouse Facility #6		150,000		100,000		250,000		—	30-day LIBOR plus 1.40%
Agency Warehouse Facility #7		150,000		50,000		200,000		16,289	30-day LIBOR plus 1.30%
Total National Bank Agency Warehouse Facilities	$	2,375,000	$	1,715,000	$	4,090,000	$	575,026
Fannie Mae repurchase agreement, uncommitted line and open maturity		—		1,500,000		1,500,000		1,186,306
Total Agency Warehouse Facilities	$	2,375,000	$	3,215,000	$	5,590,000	$	1,761,332
Interim Warehouse Facility #1	$	135,000	$	—	$	135,000	$	—	30-day LIBOR plus 1.90%
Interim Warehouse Facility #2		100,000		—		100,000		—	30-day LIBOR plus 1.65% to 2.00%
Interim Warehouse Facility #3		200,000		—		200,000		153,009	30-day LIBOR plus 1.75% to 3.25%
Interim Warehouse Facility #4		19,810		—		19,810		19,810	30-day LIBOR plus 3.00%
Total National Bank Interim Warehouse Facilities	$	454,810	$	—	$	454,810	$	172,819
Tax Credit Equity Warehouse Facility		30,000		—		30,000	$	8,296	Daily LIBOR plus 3.00%
Debt issuance costs		—		—		—		(875)
Total warehouse facilities	$	2,829,810	$	3,215,000	$	6,074,810	$	1,941,572

(1) Interest rate presented does not include the effect of interest rate floors.

Interest expense under the warehouse notes payable for the years ended December 31, 2022, 2021, and 2020 aggregated to $49.3 million, $34.5 million, and $45.0 million, respectively. Included in interest expense in 2022, 2021, and 2020 are the amortization of facility fees totaling $3.6 million, $3.8 million, and $4.1 million, respectively. The warehouse notes payable are subject to various financial covenants, and the Company was in compliance with all such covenants at December 31, 2022.

Agency Warehouse Facilities

The following section provides a summary of the key terms related to each of the Agency Warehouse Facilities. During 2022, the Company allowed two Agency warehouse facilities to mature according to their terms. The Company believes that the five remaining committed and uncommitted credit facilities from national banks and the uncommitted credit facility from Fannie Mae provide the Company with sufficient borrowing capacity to conduct its Agency lending operations.

Agency Warehouse Facility #1:

The Company has a warehousing credit and security agreement with a national bank for a $325.0 million committed warehouse line that is scheduled to mature on August 30, 2023. The agreement provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans. Advances are made at 100% of the loan balance and borrowings under this line bear interest at SOFR plus 130 basis points. The agreement contains certain affirmative and negative covenants that are binding on the Company’s operating subsidiary, Walker & Dunlop, LLC (which are in some cases subject to exceptions), including, but not limited to, restrictions on its ability to assume, guarantee, or become contingently liable for the obligation of another person, to undertake certain fundamental changes such as reorganizations, mergers, amendments to the Company’s certificate of formation or operating agreement, liquidations, dissolutions or dispositions or acquisitions of assets or businesses, to cease to be directly or indirectly wholly owned by the Company, to pay any subordinated debt in advance of its stated maturity or to take any action that would cause Walker & Dunlop, LLC to lose all or any part of its status as an eligible lender, seller, servicer or issuer or any license or approval required for it to engage in the business of originating, acquiring, or servicing mortgage loans. During 2022, the Company executed amendments to the agreement that decreased the committed borrowing capacity from $425.0 million to $325.0 million, at the Company’s request, added $250.0 million of uncommitted borrowing capacity, updated one of the financial covenants, and extended the maturity date.

Agency Warehouse Facility #2:

The Company has a warehousing credit and security agreement with a national bank for a $700.0 million committed warehouse line that is scheduled to mature on April 13, 2023. The committed warehouse facility provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans. Advances are made at 100% of the loan balance, and borrowings under this line bear interest at SOFR plus 130 basis points. In addition to the committed borrowing capacity, the agreement provides $300.0 million of uncommitted borrowing capacity that bears interest at the same rate as the committed facility. During 2022, the Company executed amendments to the warehouse agreement that extended the maturity date and transitioned the interest rate from 30-day LIBOR plus 130 basis points to SOFR plus 130 basis points.

Agency Warehouse Facility #3:

The Company has a $600.0 million committed warehouse credit and security agreement with a national bank that is scheduled to mature on May 15, 2023. The committed warehouse facility provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD and FHA loans. Advances are made at 100% of the loan balance, and the borrowings under the warehouse agreement bear interest at a rate of SOFR plus 135 basis points. In addition to the committed borrowing capacity, the agreement provides $265.0 million of uncommitted borrowing capacity that bears interest at the same rate as the committed facility. During 2022, the Company executed amendments to the warehouse agreement related to this facility that extended the maturity date, transitioned the interest rate from 30-day LIBOR plus 130 basis points to SOFR plus 135 basis points with an SOFR floor of 15 basis points, and updated one of the financial covenants.

Agency Warehouse Facility #4:

The Company has a $200.0 million committed warehouse credit and security agreement with a national bank that is scheduled to mature on June 22, 2023. The committed warehouse facility provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans and has a sublimit of $75.0 million to fund defaulted HUD and FHA loans. Advances are made at 100% of the loan balance, and the borrowings under the warehouse agreement bear interest at a rate of SOFR plus 130 basis points. During 2022, the Company executed an amendment that extended the maturity date, increased the total borrowing capacity to $425.0 million from $350.0 million, and transitioned the interest rate from 30-day LIBOR plus 130 basis points to SOFR plus 130 basis points.

Agency Warehouse Facility #5:

The Company has a master repurchase agreement with a national bank for a $1.0 billion uncommitted advance credit facility that is scheduled to mature on September 14, 2023. The facility provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans. Advances are made at 100% of the loan balance, and the borrowings under the repurchase agreement bear interest at a rate of SOFR plus 145 basis points. During 2022, the Company executed amendments to extend the maturity and updated one of the financial covenants.

Uncommitted Agency Warehouse Facility:

The Company has a $1.5 billion uncommitted facility with Fannie Mae under its ASAP funding program. After approval of certain loan documents, Fannie Mae will fund loans after closing, and the advances are used to repay the primary warehouse line. Fannie Mae will advance 99% of the loan balance. There is no expiration date for this facility. The uncommitted facility has no specific negative or financial covenants.

Interim Warehouse Facilities

The following section provides a summary of the key terms related to each of the Interim Warehouse Facilities.

Interim Warehouse Facility #1:

The Company has a $135.0 million committed warehouse line agreement that is scheduled to mature on May 15, 2023. The facility provides the Company with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to three years, using available cash in combination with advances under the facility. Borrowings under the facility are full recourse to the Company and bear interest at SOFR plus 180 basis points. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement. During 2022, the Company executed amendments to the agreement that extended the maturity date, transitioned the interest rate from 30-day LIBOR plus 190 basis points to SOFR plus 180 basis points, and updated one of the financial covenants.

Interim Warehouse Facility #2:

The Company has a $100.0 million committed warehouse line agreement that is scheduled to mature on December 13, 2023. The agreement provides the Company with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to three years, using available cash in combination with advances under the facility. Borrowings under the facility are full recourse to the Company. All borrowings bear interest at SOFR plus 135 to 185 basis points (“the spread”). The spread varies according to the type of asset the borrowing finances. The lender retains a first priority security interest in all mortgages funded by such advances on a cross-collateralized basis. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement. During 2022, the Company executed an amendment that extended the maturity date to and transitioned the interest rate from 30-day LIBOR plus 165 to 200 basis points to SOFR plus 135 to 185 basis points, with a SOFR floor of zero basis points.

Interim Warehouse Facility #3:

The Company has a $200.0 million repurchase agreement with a national bank that is scheduled to mature on September 29, 2023. The agreement provides the Company with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to three years, using available cash in combination with advances under the facility. Borrowings under the facility are full recourse to the Company. The borrowings under the agreement bear interest at a rate of 30-day LIBOR plus 175 to 325 basis points. The spread varies according to the type of asset the borrowing finances. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement. During 2022, the Company executed an amendment that extended the maturity date.

Interim Warehouse Facility #4:

The Company has a $19.8 million warehouse loan and security agreement with a national bank that funds one specific loan. The agreement provides for a maturity date to coincide with the earlier of the maturity date for the underlying loan or the stated maturity date of October 1, 2024. Borrowings under the facility are full recourse and bear interest at SOFR plus 311 basis points, with a floor of 150 basis points. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement. During 2022, the Company executed an amendment that extended the stated maturity date to October 1, 2024 and transitioned the interest rate from 30-day LIBOR plus 300 basis points to SOFR plus 311 basis points with an SOFR floor of 150 basis points.

The Company believes that the four interim credit facilities from national banks and its corporate cash provide it with sufficient borrowing capacity to conduct its Interim Loan Program lending operations.

Both the Agency Warehouse Facilities and Interim Warehouse Facilities require compliance with certain financial covenants, which are measured for the Company and its subsidiaries on a consolidated basis, which include but are not limited to minimum tangible net worth requirements, minimum liquidity requirements, minimum servicing portfolio UPB requirements, debt service coverage ratios, and other customary financial covenants. The agreements contains customary events of default, which are in some cases subject to certain exceptions, thresholds, notice requirements, and grace periods. The warehouse agreements contain cross-default provisions, such that if a default occurs under any of the Company’s warehouse agreements, generally the lenders under the other warehouse agreements could also declare a default. The Company is in compliance with all of its Agency and Interim warehouse facility covenants.

Tax Credit Equity Warehouse Facility:

The Company, through its wholly-owned subsidiary Alliant Capital, Ltd. (“Alliant”), has a warehouse line of credit with a national bank that is used to fund the Company’s Committed investments in tax credit equity before transferring them to a tax credit fund. The warehouse facility is a revolving commitment that is expected to renew at maturity.

In October 2022, the Company, through Alliant, replaced the previous Tax Credit Equity Warehouse Facility with a new warehouse facility. The facility is scheduled to mature on October 5, 2025 and is guaranteed by the Company. The facility provides Alliant with up to $20.0 million in committed borrowing capacity to fund investments in affordable housing limited partnerships that also secure the borrowings. Borrowings under this facility bear interest at SOFR plus 280 basis points, with a SOFR floor of zero basis points. In conjunction with the

guarantee, the agreement requires the Company comply with certain financial covenants, which are similar to those for the Agency and Interim Warehouse Facilities but have lower thresholds overall. The Company is in compliance with the covenants outlined above.

Notes payable

The following section provides a summary of the key terms related to each of the Company’s notes payable.

Term Loan Note Payable

On December 16, 2021, the Company entered into a senior secured credit agreement (the “Credit Agreement”) that replaced the Company’s prior credit agreement and provided for a $600.0 million term loan (the “Term Loan”). The Term loan was issued at a 0.25% discount, has a stated maturity date of December 16, 2028 (or, if earlier, the date of acceleration of the Term Loan pursuant to the term of the Term Loan Agreement), and bears interest at SOFR plus 225 basis points with a SOFR floor of 50 basis points. At any time, the Company may also elect to request one or more incremental term loan commitments not to exceed $230.0 million and 100% of trailing four-quarter Consolidated Adjusted EBITDA, provided that the total indebtedness would not cause the leverage ratio (as defined in the Credit Agreement) to exceed 3.00 to 1.00.

On January 12, 2023, the Company entered into a lender joinder agreement and amendment to the Credit Agreement that provided for an increment term loan (“Incremental Term Loan”) with a principal amount of $200.0 million, modified the ratio thresholds related to mandatory prepayments, and included a provision that allows additional types of indebtedness. The Incremental Term Loan was issued at a 2.0% discount and contains similar repayment terms as the Term Loan. The Company used approximately $115.9 million of the proceeds to pay off the Alliant note payable, accrued interest, and other fees. The Company is obligated to make principal payments on the Incremental Term Loan in consecutive quarterly installments equal to 0.25% of the aggregate original principal amount of the Incremental Term Loan on the last business day of each March, June, September, and December that commences on June 30, 2023.

The Company is obligated to make principal payments on the Term Loan in consecutive quarterly installments equal to 0.25% of the aggregate original principal amount of the term loan on the last business day of each of March, June, September, and December that commenced on March 31, 2022. The term loan also requires certain other prepayments in certain circumstances pursuant to the terms of the Term Loan Agreement. The remaining unpaid principal balance of the Term Loan and Incremental Term Loan is required to be paid in full on December 16, 2028 (or, if earlier, the date of acceleration of the term loan pursuant to the terms of the Term Loan Agreement) and will be in an amount equal to the aggregate outstanding principal of the Term Loan and Incremental Term Loan on such date (together with all accrued interest thereon).

The obligations of the Company under the Credit Agreement are guaranteed by Walker & Dunlop Multifamily, Inc., Walker & Dunlop, LLC, Walker & Dunlop Capital, LLC, W&D BE, Inc., and Walker & Dunlop Investment Sales, LLC, each of which is a direct or indirect wholly owned subsidiary of the Company (together with the Company, the “Loan Parties”), pursuant to the Amended and Restated Guarantee and Collateral Agreement entered into on December 16, 2021 among the Loan Parties and JPMorgan Chase Bank, N.A., as administrative agent (the “Guarantee and Collateral Agreement”). Subject to certain exceptions and qualifications contained in the Credit Agreement, the Company is required to cause any newly created or acquired subsidiary, unless such subsidiary has been designated as an Excluded Subsidiary (as defined in the Credit Agreement) by the Company in accordance with the terms of the Credit Agreement, to guarantee the obligations of the Company under the Credit Agreement and become a party to the Guarantee and Collateral Agreement. The Company may designate a newly created or acquired subsidiary as an Excluded Subsidiary, so long as certain conditions and requirements provided for in the Credit Agreement are met.

The Credit Agreement contains certain affirmative and negative covenants that are binding on the Loan Parties, including, but not limited to, restrictions (subject to specified exceptions and qualifications) on the ability of the Loan Parties to incur indebtedness, to create liens on their property, to make investments, to merge, consolidate or enter into any similar combination, or enter into any asset disposition of all or substantially all assets, or liquidate, wind-up or dissolve, to make asset dispositions, to declare or pay dividends or make related distributions, to enter into certain transactions with affiliates, to enter into any negative pledges or other restrictive agreements, and to engage in any business other than the business of the Loan Parties as of the date of the Credit Agreement and business activities reasonably related or ancillary thereto, or to amend certain material contracts. The Credit Agreement contains only one financial covenant, which requires the Company to maintain a minimum asset coverage ratio (as defined in the Credit Agreement), tested quarterly. 

The Credit Agreement contains customary events of default (which are, in some cases, subject to certain exceptions, thresholds, notice requirements and grace periods), including, but not limited to, non-payment of principal or interest or other amounts, misrepresentations, failure

to perform or observe covenants, cross-defaults with certain other indebtedness or material agreements, certain change in control events, voluntary or involuntary bankruptcy proceedings, failure of the Credit Agreements or other loan documents to be valid and binding, certain ERISA events and judgments. The Company is in compliance with all covenants related to the Credit Agreement.

Alliant Note Payable

The Company had a note payable through its wholly-owned subsidiary, Alliant, which had an outstanding balance of $114.5 million as of December 31, 2022.  

On January 12, 2023, the Company repaid the Alliant note payable with proceeds from the Incremental Term loan as noted above.

The following table shows the components of the note payable as of December 31, 2022 and 2021:

(in thousands, unless otherwise specified)	December 31,
	2022		2021		Interest rate and repayments
Term Loan Note Payable
Unpaid principal balance	$	594,000	$	600,000	Interest rate varies - see above for further details;
Unamortized debt discount		(1,270)		(1,491)	Quarterly principal payments of $1.5 million and $0.8 million, respectively
Unamortized debt issuance costs		(7,594)		(8,914)
Carrying balance	$	585,136	$	589,595
Alliant Note Payable
Unpaid principal balance	$	114,546	$	145,175	4.75% Fixed-rate
Fair value adjustment(1)		4,421		5,404
Carrying balance	$	118,967	$	150,579
Total Notes Payable Carrying Balance	$	704,103	$	740,174

(1) Fair value adjustment related to the acquisition of Alliant.

The scheduled maturities, as of December 31, 2022, for the aggregate of the warehouse notes payable and the notes payable are shown below. The warehouse notes payable obligations are incurred in support of the related loans held for sale, loans held for investment, and investment in affordable housing limited partnerships. Amounts advanced under the warehouse notes payable for loans held for sale are included in the subsequent year as the amounts are usually drawn and repaid within 60 days. The amounts below related to the Term Loan note payable include only the quarterly and final principal payments required by the related credit agreement (i.e., the non-contingent payments) and do not include any principal payments that are contingent upon Company cash flow, as defined in the Credit Agreement (i.e., the contingent payments). The amounts below do not include any payments related to the Alliant note payable since it was repaid in January 2023. The maturities below are in thousands.

Year Ending December 31,	Maturities
2023	$	517,120
2024		38,930
2025		6,000
2026		6,000
2027		6,000
Thereafter		564,000
Total	$	1,138,050

All of the debt instruments, including the warehouse facilities, are senior obligations of the Company. All warehouse notes payable balances associated with loans held for sale and outstanding as of December 31, 2022 were or are expected to be repaid in 2023.

Interest on the Company’s warehouse notes payable and notes payable are based on 30-day LIBOR, SOFR, or Daily SOFR. As a result of the expected transition from LIBOR, the Company has updated its debt agreements to include fallback language to govern the transition from 30-day LIBOR to an alternative reference rate.  

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GOODWILL AND OTHER INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2022

GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS

NOTE 7—GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and Acquisition Activities

A summary of the Company’s goodwill as of and for the years ended December 31, 2022 and 2021 follows:

	For the year ended December 31,
Roll Forward of Goodwill (in thousands)	2022		2021
Beginning balance	$	698,635	$	248,958
Additions from acquisitions		222,670		449,677
Measurement-period adjustments		38,407		—
Impairment		—		—
Ending balance	$	959,712	$	698,635

The additions to goodwill from acquisitions during 2022 shown in the table above during the year ended December 31, 2022 relate to two acquisitions. On February 28, 2022, the Company acquired 100% of the equity interests of GeoPhy B.V. (“GeoPhy”), a Netherlands-based commercial real-estate technology company. As part of the acquisition, the Company also obtained GeoPhy’s 50% interest in the Company’s appraisal joint venture, Apprise. The Company now owns 100% of Apprise and consolidates its balances and its operating results post acquisition. Prior to the acquisition, the Company accounted for its investment in Apprise under the equity method. The fair value of the consideration was $202.6 million and consisted of $82.1 million of cash, $5.5 million of forgiveness of a receivable the Company had with the joint venture (non-cash activity not reflected in the Consolidated Statements of Cash Flows), and $115.0 million of contingent consideration.

GeoPhy’s data analytics and technology development capabilities are expected to accelerate the growth of the Company’s lending, brokerage, and appraisal operations, and allow the Company to meet its goal of $5 billion of annual small-balance lending volume and appraisal revenue of $75 million by 2025 as part of the Company’s overall growth targets. A significant portion of the value associated with the GeoPhy acquisition was related to the assembled workforce with its combined expertise in information technology, data science, and commercial real estate. The Company believes that the combination of GeoPhy’s personnel, appraisal technology platform, and the future development of technology to accelerate growth in the origination of small-balance commercial loans, along with Walker & Dunlop’s financial resources will (i) drive a significant increase in the identification and retention of borrowers in the small-balance segment of the multifamily market that will allow the Company to dramatically scale its small-balance lending volumes and (ii) continue to drive significant growth in appraisal revenues over the next several years. GeoPhy’s financial results since the acquisition and pro-forma information as if the acquisition occurred January 1, 2021 are immaterial.

The contingent consideration noted above is contingent on achieving certain Apprise revenue and productivity milestones and small-balance loan volume and revenue milestones over a four-year period. The maximum earnout included as part of the GeoPhy acquisition is $205.0 million. The Company estimated that $130.7 million, or 64% of the maximum earnout, was achievable based on management forecasts. The discounted balance of $115.0 million is 56% of the maximum earnout amount. The Company estimated the fair value of this contingent consideration using a Monte Carlo simulation. The weighted average cost of capital (“WACC”) used for the valuation of the contingent consideration was 17.0% for the Apprise portion of the earnout and 14.5% for the small-balance portion of the earnout. The WACC reflects the additional risk inherent in the Apprise performance estimates as it is still in the startup stage of its development. The estimated achievable earnout amount was discounted using a forward curve for a Company-specific subordinated debt rating.

The calculation of goodwill of $214.0 million included the fair value of the consideration transferred of $202.6 million and the acquisition-date fair value of the Company’s previously held equity-method investment in Apprise of $58.5 million. The book value of the Company’s equity-method investment in Apprise prior to the acquisition date was $18.9 million, resulting in a $39.6 million gain from remeasuring to fair value (“Apprise revaluation gain”). The gain is included as a component of Other revenues in the Consolidated Statements of Income. The Company used a discounted cash flow model to estimate the acquisition-date fair value of Apprise, with the discount rate and management’s forecast of future revenues and cash flows as the most-significant inputs for the estimate. The discount rate used was 17.0%, and a control premium was not included in the estimate.

The goodwill resulting from the GeoPhy acquisition was allocated to reporting units within the Company’s Capital Markets reportable segment. The other assets and liabilities primarily consisted of technology intangible assets of $31.0 million, deferred tax assets of $10.3 million, and deferred tax liabilities of $10.4 million. The technology intangible assets will be amortized over a 10-year period. Immaterial other liabilities were assumed.

The Company expects the portion of the goodwill associated with the contingent consideration to be tax deductible, with the tax-deductible amount of goodwill related to this contingent consideration to be determined once the cash payments to settle the contingent consideration are made. The financial results since the GeoPhy acquisition were immaterial. The revenues and earnings of Walker & Dunlop for the year ended December 31, 2022 as if the GeoPhy acquisition had occurred as of January 1, 2021 would not be materially different from the amounts presented in the Consolidated Statements of Income.

The second acquisition occurred during the third quarter of 2022 for consideration of $6.0 million of cash and $3.0 million of contingent consideration and resulted in $8.8 million of goodwill. The Company allocated the goodwill from this acquisition to a reporting unit of the Company’s Capital Markets reportable segment. The Company expects all of the goodwill from this acquisition to be tax deductible, with the tax-deductible amount of goodwill related to the contingent consideration to be determined once the cash payments to settle the contingent consideration are made. The financial results since the acquisition and pro-forma financial information as if the acquisition occurred on January 1, 2021 are immaterial.

The measurement-period adjustments above primarily relate to the GeoPhy acquisition and the Company’s acquisition of Alliant, an acquisition completed in December 2021, as more fully described in the Company’s 2021 Form 10-K. The Alliant measurement-period adjustments consist of $29.7 million additional purchase price consideration related to the settlement of working capital adjustments and immaterial other adjustments as a result of the Company obtaining additional information. During the third quarter of 2022, the Company settled working capital adjustments related to the GeoPhy acquisition, resulting in a $5.5 million reduction in purchase price consideration. The settlement of the cash owed to the Company from GeoPhy for working capital adjustments will be a reduction of the cash paid to settle the contingent consideration achieved in the future. The Company made other immaterial adjustments as a result of the Company obtaining additional information, including adjustments to the initial contingent consideration liability recognized. The Company has completed the purchase accounting for the Alliant and GeoPhy acquisitions as of December 31, 2022.

As discussed in NOTE 13 below, in the first quarter of 2022, the Company began disclosing three reportable segments. The following table shows goodwill by reportable segments as of December 31, 2022. As the Company did not have segment reporting as of December 31, 2021, all of the goodwill balance was allocated to the Company’s one reportable segment as of December 31, 2021.

	As of
Goodwill by Reportable Segment (in thousands)	December 31, 2022
Capital Markets	$	520,191
Servicing & Asset Management		439,521
Corporate		—
Ending balance	$	959,712

Other Intangible Assets

The Company’s other intangibles assets consist primarily of acquired customer contracts and technology intellectual property intangibles. Activity related to other intangible assets for the year ended December 31, 2022 and 2021 follows:

	For the year ended December 31,
Roll Forward of Other Intangible Assets (in thousands)	2022		2021
Beginning balance	$	183,904	$	1,880
Additions from acquisitions		31,000		185,361
Amortization		(16,261)		(3,337)
Ending balance	$	198,643	$	183,904

The following table summarizes the gross value, accumulated amortization, and net carrying value of the Company’s other intangible assets as of December 31, 2022 and December 31, 2021:

Components of Other Intangible Assets (in thousands)	December 31, 2022		December 31, 2021
Gross value	$	220,682	$	189,682
Accumulated amortization		(22,039)		(5,778)
Net carrying value	$	198,643	$	183,904

The expected amortization of other intangible assets shown in the Consolidated Balance Sheet as of December 31, 2022 is shown in the table below. Actual amortization may vary from these estimates.

	Expected
(in thousands)	Amortization
Year Ending December 31,
2023	$	17,263
2024		16,206
2025		16,206
2026		16,206
2027		16,206
Thereafter		116,556
Total	$	198,643

As of December 31, 2022, the weighted average remaining life of all the other intangible assets was 12.6 years.

A summary of the Company’s contingent consideration, which is included in Other liabilities, as of and for the years ended December 31, 2022 and 2021 follows:

	For the year ended December 31,
Roll Forward of Contingent Consideration Liabilities (in thousands)	2022		2021
Beginning balance	$	125,808	$	28,829
Additions		117,955		93,304
Accretion		4,642		2,866
Fair value adjustments		(13,512)		6,889
Payments		(34,547)		(6,080)
Ending balance	$	200,346	$	125,808

The contingent consideration liabilities presented in the table above relate to (i) acquisitions of debt brokerage and investment sales brokerage companies completed over the past several years, (ii) the purchase of noncontrolling interests in 2020 that was fully earned as of December 31, 2021 and paid in 2022, (iii) the Alliant acquisition, and (iv) the GeoPhy acquisition. The contingent consideration for each of the acquisitions may be earned over various lengths of time after each acquisition, with a maximum earnout period of five years, provided certain revenue targets and other metrics have been met. The last of the earn-out periods related to the contingent consideration ends in the third quarter of 2027. In each case, the Company estimated the initial and December 31, 2022 fair values of the contingent consideration using a Monte Carlo simulation.

During 2022, the Company made fair value adjustments on two of its contingent consideration liabilities using updated information, including the probability of achievement and discount rate. The Company’s estimate of the fair values resulted in a decrease in the fair value of one of the Company’s contingent consideration liabilities that was partially offset by an increase in the fair value of another of the Company’s contingent consideration liabilities.

The recognition of the contingent consideration liability for the two acquisitions in 2022 is non-cash, and thus not reflected in the amount of cash consideration paid on the Consolidated Statements of Cash Flows. In addition, $8.8 million of the payments settling contingent consideration liabilities included in the table above for the year ended December 31, 2022 were from the issuance of the Company’s common stock, a non-cash transaction.

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FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2022

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 8—FAIR VALUE MEASUREMENTS

The Company uses valuation techniques that are consistent with the market approach, the income approach, and/or the cost approach to measure assets and liabilities that are measured at fair value. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, accounting standards establish a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

● Level 1—Financial assets and liabilities whose values are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

● Level 2—Financial assets and liabilities whose values are based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

● Level 3—Financial assets and liabilities whose values are based on inputs that are both unobservable and significant to the overall valuation.

The Company's MSRs are measured at fair value at inception, and thereafter on a nonrecurring basis. That is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value measurement when there is evidence of impairment and for disclosure purposes (NOTE 3). The Company's MSRs do not trade in an active, open market with readily observable prices. While sales of multifamily MSRs do occur on occasion, precise terms and conditions vary with each transaction and are not readily available. Accordingly, the estimated fair value of the Company’s MSRs was developed using discounted cash flow models that calculate the present value of estimated future net servicing income. The model considers contractually specified servicing fees, prepayment assumptions, estimated revenue from escrow accounts, delinquency rates, late charges, costs to service, and other economic factors. The Company periodically reassesses and adjusts, when necessary, the underlying inputs and assumptions used in the model to reflect observable market conditions and assumptions that a market participant would consider in valuing MSR assets.

A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

● Derivative Instruments—The derivative positions consist of interest rate lock commitments and forward sale agreements to the Agencies. The fair value of these instruments is estimated using a discounted cash flow model developed based on changes in the U.S. Treasury rate and other observable market data. The value was determined after considering the potential impact of collateralization, adjusted to reflect nonperformance risk of both the counterparty and the Company, and are classified within Level 3 of the valuation hierarchy.

● Loans Held for Sale—All loans held for sale presented in the Consolidated Balance Sheets are reported at fair value. The Company determines the fair value of the loans held for sale using discounted cash flow models that incorporate quoted observable inputs from market participants such as changes in the U.S. Treasury rate. Therefore, the Company classifies these loans held for sale as Level 2.

● Pledged Securities—Investments in money market funds are valued using quoted market prices from recent trades. Therefore, the Company classifies this portion of pledged securities as Level 1. The Company determines the fair value of its AFS Agency MBS

using discounted cash flows that incorporate observable inputs from market participants and then compares the fair value to broker estimates of fair value. Consequently, the Company classifies this portion of pledged securities as Level 2.

● Contingent Consideration Liabilities—Contingent consideration liabilities from acquisitions are initially recognized at fair value at acquisition and subsequently remeasured using a Monte Carlo simulation that uses updated management forecasts and current valuation assumptions and discount rates. The Company determines the fair value of each contingent consideration liability based on a probability of achievement, which incorporates management estimates. As a result, the Company classifies these liabilities as Level 3.

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of December 31, 2022 and 2021, segregated by the level of the valuation inputs within the fair value hierarchy used to measure fair value:

							Balance as of
(in thousands)	Level 1		Level 2		Level 3		Period End
December 31, 2022
Assets
Loans held for sale	$	—	$	396,344	$	—	$	396,344
Pledged securities		14,658		142,624		—		157,282
Derivative assets		—		—		17,636		17,636
Total	$	14,658	$	538,968	$	17,636	$	571,262
Liabilities
Derivative liabilities	$	—	$	—	$	2,076	$	2,076
Contingent consideration liabilities		—		—		200,346		200,346
Total	$	—	$	—	$	202,422	$	202,422
December 31, 2021
Assets
Loans held for sale	$	—	$	1,811,586	$	—	$	1,811,586
Pledged securities		44,733		104,263		—		148,996
Derivative assets		—		—		37,364		37,364
Total	$	44,733	$	1,915,849	$	37,364	$	1,997,946
Liabilities
Derivative liabilities	$	—	$	—	$	6,403	$	6,403
Contingent consideration liabilities		—		—		125,808		125,808
Total	$	—	$	—	$	132,211	$	132,211

There were no transfers between any of the levels within the fair value hierarchy during the year ended December 31, 2022 and 2021.

Derivative instruments (Level 3) are outstanding for short periods of time (generally less than 60 days). A roll forward of derivative instruments is presented below for the years ended December 31, 2022 and 2021:

	For the year ended December 31,
Derivative Assets and Liabilities, net (in thousands)	2022		2021
Beginning balance	$	30,961	$	44,720
Settlements		(555,168)		(746,918)
Realized gains recorded in earnings(1)		524,207		702,198
Unrealized gains (losses) recorded in earnings(1)		15,560		30,961
Ending balance	$	15,560	$	30,961

(1) Realized and unrealized gains from derivatives are recognized in Loan origination and debt brokerage fees, net and Fair value of expected net cash flows from servicing, net in the Consolidated Statements of Income.

The following table presents information about significant unobservable inputs used in the recurring measurement of the fair value of the Company’s Level 3 assets and liabilities as of December 31, 2022:

	Quantitative Information about Level 3 Fair Value Measurements
(in thousands)	Fair Value		Valuation Technique	Unobservable Input (1)	Input Range (1)	Weighted Average (3)
Derivative assets	$	17,636	Discounted cash flow	Counterparty credit risk	—	—
Derivative liabilities	$	2,076	Discounted cash flow	Counterparty credit risk	—	—
Contingent consideration liabilities	$	200,346	Monte Carlo Simulation(2)	Probability of earn-out achievement	64% - 100%	77%

(1) Significant changes in this input may lead to significant changes in the fair value measurements.

(2) Valuation techniques used include probability-weighted achievement analysis and Monte Carlo simulation.

(3) Contingent consideration weighted based on maximum gross earnout amount.

The carrying amounts and the fair values of the Company's financial instruments as of December 31, 2022 and December 31, 2021 are presented below:

	December 31, 2022				December 31, 2021
	Carrying		Fair		Carrying		Fair
(in thousands)	Amount		Value		Amount		Value
Financial Assets:
Cash and cash equivalents	$	225,949	$	225,949	$	305,635	$	305,635
Restricted cash		17,676		17,676		42,812		42,812
Pledged securities		157,282		157,282		148,996		148,996
Loans held for sale		396,344		396,344		1,811,586		1,811,586
Loans held for investment, net		200,247		200,900		269,125		270,826
Derivative assets(1)		17,636		17,636		37,364		37,364
Total financial assets	$	1,015,134	$	1,015,787	$	2,615,518	$	2,617,219
Financial Liabilities:
Derivative liabilities(2)	$	2,076	$	2,076	$	6,403	$	6,403
Contingent consideration liabilities(2)		200,346		200,346		125,808		125,808
Warehouse notes payable		543,447		544,050		1,941,572		1,942,448
Notes payable		704,103		708,546		740,174		745,175
Total financial liabilities	$	1,449,972	$	1,455,018	$	2,813,957	$	2,819,834

(1) Included as a component of Other Assets on the Consolidated Balance Sheets.

(2) Included as a component of Other Liabilities on the Consolidated Balance Sheets.

The following methods and assumptions were used for recurring fair value measurements as of December 31, 2022 and 2021:

Cash and Cash Equivalents and Restricted Cash—The carrying amounts approximate fair value because of the short maturity of these instruments (Level 1).

Pledged Securities—Consist of cash, highly liquid investments in money market accounts invested in government securities, and investments in Agency debt securities. The investments of the money market funds typically have maturities of 90 days or less and are valued using quoted market prices from recent trades. The fair value of the Agency debt securities incorporates the contractual cash flows of the security discounted at market-rate, risk-adjusted yields.

Loans Held for Sale—Consist of originated loans that are generally transferred or sold within 60 days from the date that a mortgage loan is funded and are valued using discounted cash flow models that incorporate observable prices from market participants.

Contingent Consideration Liability—Consists of the estimated fair values of expected future earnout payments related to acquisitions completed in 2021 and 2022. The earn-out liabilities are valued using a probability-weighted achievement analysis or Monte Carlo simulation

analysis. The fair value of the contingent consideration liabilities incorporates unobservable inputs, such as the probability of earnout achievement, to determine the expected earn-out cash flows. The probability of the earn-out achievement is based on management’s estimate of the expected future performance and other financial metrics of each of the acquired entities, which are subject to significant uncertainty.

Derivative Instruments—Consist of interest rate lock commitments and forward sale agreements. These instruments are valued using discounted cash flow models developed based on changes in the U.S. Treasury rate and other observable market data. The value is determined after considering the potential impact of collateralization, adjusted to reflect nonperformance risk of both the counterparty and the Company.

Fair Value of Derivative Instruments and Loans Held for Sale—In the normal course of business, the Company enters into contractual commitments to originate and sell multifamily mortgage loans at fixed prices with fixed expiration dates. The commitments become effective when the borrowers "lock-in" a specified interest rate within time frames established by the Company. All mortgagors are evaluated for creditworthiness prior to the extension of the commitment. Market risk arises if interest rates move adversely between the time of the "lock-in" of rates by the borrower and the sale date of the loan to an investor.

To mitigate the effect of the interest rate risk inherent in providing rate lock commitments to borrowers, the Company enters into a sale commitment with the investor simultaneously with the rate lock commitment with the borrower. The sale contract with the investor locks in an interest rate and price for the sale of the loan. The terms of the contract with the investor and the rate lock with the borrower are matched in substantially all respects, with the objective of eliminating interest rate risk to the extent practical. Sale commitments with the investors have an expiration date that is longer than our related commitments to the borrower to allow, among other things, for the closing of the loan and processing of paperwork to deliver the loan into the sale commitment.

Both the rate lock commitments to borrowers and the forward sale contracts to buyers are undesignated derivatives and, accordingly, are marked to fair value through Loan origination and debt brokerage fees, net in the Consolidated Statements of Income. The fair value of the Company's rate lock commitments to borrowers and loans held for sale and the related input levels includes, as applicable:

● the estimated gain of the expected loan sale to the investor (Level 2);

● the expected net cash flows associated with servicing the loan, net of any guaranty obligations retained (Level 2);

● the effects of interest rate movements between the date of the rate lock and the balance sheet date (Level 2); and

● the nonperformance risk of both the counterparty and the Company (Level 3; derivative instruments only).

The estimated gain considers the origination fees the Company expects to collect upon loan closing (derivative instruments only) and premiums the Company expects to receive upon sale of the loan (Level 2). The fair value of the expected net cash flows associated with servicing the loan is calculated pursuant to the valuation techniques applicable to the fair value of future servicing, net at loan sale (Level 2).

To calculate the effects of interest rate movements, the Company uses applicable published U.S. Treasury prices, and multiplies the price movement between the rate lock date and the balance sheet date by the notional loan commitment amount (Level 2).

The fair value of the Company's forward sales contracts to investors considers effects of interest rate movements between the trade date and the balance sheet date (Level 2). The market price changes are multiplied by the notional amount of the forward sales contracts to measure the fair value.

The fair value of the Company’s interest rate lock commitments and forward sales contracts is adjusted to reflect the risk that the agreement will not be fulfilled. The Company’s exposure to nonperformance in interest rate lock commitments and forward sale contracts is represented by the contractual amount of those instruments. Given the credit quality of our counterparties and the short duration of interest rate lock commitments and forward sale contracts, the risk of nonperformance by the Company’s counterparties has historically been minimal (Level 3).

The following table presents the components of fair value and other relevant information associated with the Company’s derivative instruments and loans held for sale as of December 31, 2022 and 2021.

			Fair Value Adjustment Components						Balance Sheet Location
													Fair Value
	Notional or		Estimated				Total						Adjustment
	Principal		Gain		Interest Rate		Fair Value		Derivative		Derivative		to Loans
(in thousands)	Amount		on Sale		Movement		Adjustment		Assets		Liabilities		Held for Sale
December 31, 2022
Rate lock commitments	$	376,870	$	12,349	$	(4,495)	$	7,854	$	7,854	$	—	$	—
Forward sale contracts		769,585		—		7,706		7,706		9,782		(2,076)		—
Loans held for sale		392,715		6,840		(3,211)		3,629		—		—		3,629
Total			$	19,189	$	—	$	19,189	$	17,636	$	(2,076)	$	3,629
December 31, 2021
Rate lock commitments	$	1,115,829	$	29,837	$	(4,604)	$	25,233	$	26,526	$	(1,293)	$	—
Forward sale contracts		2,881,224		—		5,728		5,728		10,838		(5,110)		—
Loans held for sale		1,765,395		47,315		(1,124)		46,191		—		—		46,191
Total			$	77,152	$	—	$	77,152	$	37,364	$	(6,403)	$	46,191

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FANNIE MAE COMMITMENTS AND PLEDGED SECURITIES

12 Months Ended

Dec. 31, 2022

FANNIE MAE COMMITMENTS AND PLEDGED SECURITIES

FANNIE MAE COMMITMENTS AND PLEDGED SECURITIES

NOTE 9—FANNIE MAE COMMITMENTS AND PLEDGED SECURITIES

Fannie Mae DUS Related Commitments—Commitments for the origination and subsequent sale and delivery of loans to Fannie Mae represent those mortgage loan transactions where the borrower has locked an interest rate and scheduled closing and the Company has entered into a mandatory delivery commitment to sell the loan to Fannie Mae. As discussed in NOTE 8, the Company accounts for these commitments as derivatives recorded at fair value.

The Company is generally required to share the risk of any losses associated with loans sold under the Fannie Mae DUS program. The Company is required to secure these obligations by assigning restricted cash balances and securities to Fannie Mae, which are classified as Pledged securities, at fair value on the Consolidated Balance Sheets. The amount of collateral required by Fannie Mae is a formulaic calculation at the loan level and considers the balance of the loan, the risk level of the loan, the age of the loan, and the level of risk-sharing. Fannie Mae requires restricted liquidity for Tier 2 loans of 75 basis points, which is funded over a 48-month period that begins upon delivery of the loan to Fannie Mae. Pledged securities held in the form of money market funds holding U.S. Treasuries are discounted 5%, and Agency MBS are discounted 4% for purposes of calculating compliance with the restricted liquidity requirements. As seen below, the Company held substantially all of its pledged securities in Agency MBS as of December 31, 2022. The majority of the loans for which the Company has risk sharing are Tier 2 loans.

The Company is in compliance with the December 31, 2022 collateral requirements as outlined above. As of December 31, 2022, reserve requirements for the December 31, 2022 DUS loan portfolio will require the Company to fund $79.6 million in additional restricted liquidity over the next 48-months, assuming no further principal paydowns, prepayments, or defaults within the at-risk portfolio. Fannie Mae has in the past reassessed the DUS Capital Standards and may make changes to these standards in the future. The Company generates sufficient cash flow from its operations to meet these capital standards and does not expect any future changes to have a material impact on its future operations; however, any future increases to collateral requirements may adversely impact the Company’s available cash.

Fannie Mae has established benchmark standards for capital adequacy and reserves the right to terminate the Company's servicing authority for all or some of the portfolio if at any time it determines that the Company's financial condition is not adequate to support its obligations under the DUS agreement. The Company is required to maintain acceptable net worth as defined in the agreement, and the Company satisfied the requirements as of December 31, 2022. The net worth requirement is derived primarily from unpaid balances on Fannie Mae loans and the level of risk sharing. As of December 31, 2022, the net worth requirement was $285.6 million, and the Company's net worth was $692.8 million, as measured at our wholly owned operating subsidiary, Walker & Dunlop, LLC. As of December 31, 2022, the Company was required to maintain at least $56.9 million of liquid assets to meet operational liquidity requirements for Fannie Mae, Freddie Mac, HUD, and Ginnie

Mae. The Company had operational liquidity of $170.8 million, as measured at our wholly owned operating subsidiary, Walker & Dunlop, LLC.

Pledged Securities—Pledged securities, at fair value consisted of the following balances as of December 31, 2022, 2021, 2020, and 2019:

	December 31,
Pledged Securities (in thousands)	2022		2021		2020		2019
Restricted cash	$	5,788	$	3,779	$	4,954	$	2,150
Money market funds		8,870		40,954		12,519		5,054
Total pledged cash and cash equivalents	$	14,658	$	44,733	$	17,473	$	7,204
Agency MBS		142,624		104,263		119,763		114,563
Total pledged securities, at fair value	$	157,282	$	148,996	$	137,236	$	121,767

The information in the preceding table is presented to reconcile beginning and ending cash, cash equivalents, restricted cash, and restricted cash equivalents in the Consolidated Statements of Cash Flows as more fully discussed in NOTE 2.

The following table provides additional information related to the AFS Agency MBS as of December 31, 2022 and 2021:

Fair Value and Amortized Cost of Agency MBS (in thousands)	December 31, 2022		December 31, 2021
Fair value	$	142,624	$	104,263
Amortized cost		144,801		100,847
Total gains for securities with net gains in AOCI		797		3,636
Total losses for securities with net losses in AOCI		(2,974)		(220)
Fair value of securities with unrealized losses		118,565		4,757

Three of the pledged securities with a fair value of $3.3 million, an amortized cost of $4.3 million, and a net unrealized loss of $1.0 million have been in a continuous unrealized loss position for more than 12-months. All three securities that have been in a continuous loss position are Agency debt securities that carry a guarantee of the contractual payments. The Company concluded that an allowance for credit losses will not be recognized, as the Company does not intend to sell the securities, and as they carry the guarantee of payment from the Agencies.

The following table provides contractual maturity information related to Agency MBS. The money market funds invest in short-term Federal Government and Agency debt securities and have no stated maturity date.

	December 31, 2022
Detail of Agency MBS Maturities (in thousands)	Fair Value		Amortized Cost
Within one year	$	—	$	—
After one year through five years		15,445		15,500
After five years through ten years		104,509		105,515
After ten years		22,670		23,786
Total	$	142,624	$	144,801

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SHARE-BASED PAYMENT

12 Months Ended

Dec. 31, 2022

SHARE-BASED PAYMENT

SHARE-BASED PAYMENT

NOTE 10—SHARE-BASED PAYMENT

As of December 31, 2022, there were 10.5 million shares of stock authorized for issuance to directors, officers, and employees under the 2020 Equity Incentive Plan (and predecessor plans). As of December 31, 2022, 1.3 million shares remain available for grant under the 2020 Equity Incentive Plan.

Under the 2020 Equity Incentive Plan (and predecessor plans), the Company granted stock options to executive officers in the past and restricted shares to executive officers, employees, and non-employee directors during 2022, 2021, and 2020, all without cost to the grantee. For the year ended December 31, 2022, the Company granted 0.2 million RSUs to the executive officers and certain other employees connection with PSPs (“performance awards”). For each of the years ended 2021 and 2020, the Company granted 0.3 million RSUs to the executive officers

and certain other employees connection with PSPs (“performance awards”). The Company granted the RSUs at the maximum performance thresholds for each metric each year. As of December 31, 2022, the RSUs issued in connection with the 2022, 2021, and 2020 PSPs are unvested and outstanding.

The performance period for the 2019 PSP concluded on December 31, 2021. The three performance goals related to the 2019 PSP were met at varying levels. Accordingly, 0.2 million shares related to the 2019 PSP vested in the first quarter of 2022. As of December 31, 2022, the Company concluded that the three performance targets related to the 2020 PSP, 2021 PSP, and 2022 PSP were probable of achievement at varying levels.

The following table summarizes stock compensation expense for the years ended December 31, 2022, 2021, and 2020:

	For the year ended December 31,
Components of stock compensation expense (in thousands)	2022		2021		2020
Restricted shares	$	29,650	$	25,520	$	18,924
Stock options		—		—		71
PSP "RSUs"		4,337		11,062		9,324
Total stock compensation expense	$	33,987	$	36,582	$	28,319
Excess tax benefit recognized	$	6,106	$	8,620	$	7,273

The amounts attributable to restricted shares in the table above include both equity-classified awards granted in restricted shares and liability-classified awards to be granted in restricted shares. The excess tax benefits recognized above reduced income tax expense.

The following table summarizes restricted share activity for the year ended December 31, 2022:

		Weighted-
		Average
		Grant-date
Restricted Shares Activity	Shares	Fair Value
Nonvested at January 1, 2022	1,122,693	$	77.70
Granted	263,852		110.98
Vested	(402,937)		70.20
Forfeited	(26,440)		88.39
Nonvested at December 31, 2022	957,168	$	89.69

The fair value of restricted share awards granted during 2022 was estimated using the closing price on the date of grant. The weighted average grant date fair values of restricted shares granted in 2021 and 2020 were $101.48 per share and $74.75 per share, respectively. The fair values of the restricted shares that vested during the years ended December 31, 2022, 2021, and 2020 were $49.8 million, $44.6 million, and $30.4 million, respectively.

As of December 31, 2022, the total unrecognized compensation cost for outstanding restricted shares was $47.9 million. As of December 31, 2022, the weighted-average period over which this unrecognized compensation cost will be recognized is 3.4 years.

The following table summarizes activity related to performance awards for the year ended December 31, 2022:

		Weighted-
		Average
		Grant-date
Restricted Share Units Activity	Share Units	Fair Value
Nonvested at January 1, 2022	778,546	$	67.66
Granted	233,052		130.26
Vested	(210,022)		139.75
Forfeited	(107,917)		94.10
Cancelled	(878)		67.13
Nonvested at December 31, 2022	692,781	$	89.67

The fair value of performance awards granted during 2022 was estimated using the closing price on the date of grant. The weighted average grant date fair values of performance awards granted in 2021 and 2020 were $101.04 per share and $50.26 per share, respectively. The fair value of the performance awards that vested during the years ended December 31, 2022, 2021 and 2020 was $29.4 million and $5.6 million, and $17.5 million, respectively.

As of December 31, 2022, the total unrecognized compensation cost for outstanding performance awards was $2.8 million. As of December 31, 2022, the weighted-average period over which this unrecognized compensation cost will be recognized is 1.2 years. The unrecognized compensation cost is based on the achievement levels that are probable as of December 31, 2022.

The following table summarizes stock options activity for the year ended December 31, 2022:

				Weighted-
		Weighted-		Average	Aggregate
		Average		Remaining	Intrinsic
		Exercise		Contract Life	Value
Stock Options Activity	Options	Price		(Years)	(in thousands)
Outstanding at January 1, 2022	234,006	$	22.25
Exercised	(16,181)		20.86
Outstanding at December 31, 2022	217,825	$	22.35		$
Exercisable at December 31, 2022	217,825	$	22.35	2.7	$	12,227

The total intrinsic value of the stock options exercised during the years ended December 31, 2022, 2021, and 2020 was $1.1 million, $17.5 million, and $21.6 million, respectively. We received no cash from the exercise of options for each of the years ended December 31, 2022, 2021, and 2020.

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EARNINGS PER SHARE AND STOCKHOLDERS EQUITY

12 Months Ended

Dec. 31, 2022

EARNINGS PER SHARE AND STOCKHOLDERS' EQUITY

EARNINGS PER SHARE AND STOCKHOLDERS' EQUITY

NOTE 11—EARNINGS PER SHARE AND STOCKHOLDERS’ EQUITY

Earnings per share (“EPS”) is calculated under the two-class method. The two-class method allocates all earnings (distributed and undistributed) to each class of common stock and participating securities based on their respective rights to receive dividends. The Company grants share-based awards to various employees and nonemployee directors under the 2020 Equity Incentive Plan that entitle recipients to receive nonforfeitable dividends during the vesting period on a basis equivalent to the dividends paid to holders of common stock. These unvested awards meet the definition of participating securities.

The following table presents the calculation of basic and diluted EPS for the years ended December 31, 2022, 2021, and 2020 under the two-class method. Participating securities were included in the calculation of diluted EPS using the two-class method, as this computation was more dilutive than the treasury-stock method.

	For the years ended December 31,
EPS Calculations (in thousands, except per share amounts)	2022		2021		2020
Calculation of basic EPS
Walker & Dunlop net income	$	213,820	$	265,762	$	246,177
Less: dividends and undistributed earnings allocated to participating securities		6,100		8,837		7,337
Net income applicable to common stockholders	$	207,720	$	256,925	$	238,840
Weighted-average basic shares outstanding		32,326		31,081		30,444
Basic EPS	$	6.43	$	8.27	$	7.85
Calculation of diluted EPS
Net income applicable to common stockholders	$	207,720	$	256,925	$	238,840
Add: reallocation of dividends and undistributed earnings based on assumed conversion		41		93		120
Net income allocated to common stockholders	$	207,761	$	257,018	$	238,960
Weighted-average basic shares outstanding		32,326		31,081		30,444
Add: weighted-average diluted non-participating securities		361		452		639
Weighted-average diluted shares outstanding		32,687		31,533		31,083
Diluted EPS	$	6.36	$	8.15	$	7.69

The assumed proceeds used for calculating the dilutive impact of restricted stock awards under the treasury method includes the unrecognized compensation costs associated with the awards. For the year ended December 31, 2022, 201 thousand average restricted shares were excluded from the computation of diluted EPS under the treasury-stock method. An immaterial number of average outstanding options to purchase common stock and average restricted shares were excluded from the computation of diluted earnings per share under the treasury method for the years ended December 31, 2021, and 2020 because the effect would have been anti-dilutive (the exercise price of the options or the grant date market price of the restricted shares was greater than the average market price of the Company’s shares during the periods presented).

Under the 2020 Equity Incentive Plan (and predecessor plans), subject to the Company’s approval, grantees have the option of electing to satisfy tax withholding obligations at the time of vesting or exercise by allowing the Company to withhold and purchase the shares of stock otherwise issuable to the grantee. For the years ended December 31, 2022, 2021, and 2020, the Company repurchased and retired 149 thousand, 150 thousand, and 179 thousand restricted shares at a weighted average market price of $125.28, $109.57, and $66.38, upon grantee vesting, respectively. For the years ended December 31, 2022 and 2021, the Company repurchased and retired 90 thousand and 24 thousand restricted share units at a weighted average market price of $139.75 and $100.36, respectively.

Stock Repurchase Programs

In February 2023, the Company’s Board of Directors approved a new stock repurchase program that permits the repurchase of up to $75.0 million of the Company’s common stock over a 12-month period beginning on February 23, 2023.

In February 2022, the Company’s Board of Directors authorized the Company to repurchase up to $75.0 million of its common stock over a 12-month period beginning on February 13, 2022. In 2022, the Company repurchased 109 thousand shares of its common stock under the 2022 share repurchase program at a weighted-average price of $101.77 per share and immediately retired the shares, reducing stockholders’ equity by $11.1 million.  The Company had $63.9 million of authorized share repurchase capacity remaining under the 2022 share repurchase program as of December 31, 2022.

In 2021, the Company did not repurchase any shares of its common stock under the share repurchase program.

In 2020, the Company repurchased 459 thousand shares of its common stock under a share repurchase program at a weighted average price of $56.77 per share and immediately retired the shares, reducing stockholders’ equity by $26.1 million.

Dividends

In February 2023, our Board of Directors declared a dividend of $0.63 per share for the first quarter of 2023. The dividend will be paid on March 23, 2023 to all holders of record of our restricted and unrestricted common stock as of March 8, 2023.

The Term Loan contains direct restrictions to the amount of dividends the Company may pay, and the warehouse debt facilities and agreements with the Agencies contain minimum equity, liquidity, and other capital requirements that indirectly restrict the amount of dividends the Company may pay. The Company does not believe that these restrictions currently limit the amount of dividends the Company can pay for the foreseeable future.

Other Equity-Related Transactions

The following non-cash transactions did not impact the amount of cash paid on the Consolidated Statements of Cash Flows. During 2022, the operating agreement of three of the Company’s tax-credit-related joint ventures changed. The Company reconsidered its consolidation conclusion based on these changes and concluded that the joint ventures should be consolidated, resulting in a $3.7 million increase in APIC and $6.8 million of noncontrolling interests consolidated as shown on the Consolidated Statements of Changes in Equity for the year ended December 31, 2022. The consolidation also resulted in a $35.0 million increase in Receivables, net, a $21.3 million reduction in Other assets, and a $3.6 million increase in Other liabilities.

The Company did not issue any Company stock in connection with acquisitions during 2022.

The Company issued $120.6 million of Company stock in connection with acquisitions in 2021, a non-cash transaction. Additionally, in 2021, $9.6 million of stock was issued to employees for which we had an accrued liability prior to the issuance of the award. Upon issuance, the accrued liability was reclassed to APIC, a non-cash transaction.

In 2020, the Company purchased the noncontrolling interests held by two members of WDIS for an aggregate consideration of $32.0 million, which consisted of $10.4 million in cash, a $5.7 million reduction in receivables (a non-cash transaction), $5.9 million in Company stock (a non-cash transaction), and $10.0 million of contingent consideration (a non-cash transaction). The $32.0 million aggregate purchase price resulted in reductions to APIC of $24.1 million for the excess of the purchase price over the noncontrolling interest balance. As a result of the transactions, the Company recorded Net income (loss) from noncontrolling interests only for the first quarter of 2020 on the Consolidated Statements of Income. Additionally, the Company issued $5.0 million of Company stock in connection with acquisitions in 2020, a non-cash transaction.

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INCOME TAXES

12 Months Ended

Dec. 31, 2022

INCOME TAXES

INCOME TAXES

NOTE 12—INCOME TAXES

Income Tax Expense

The Company calculates its provision for federal, state, and international income taxes based on current tax law. The Company began incurring income taxes in the Netherlands in 2022 in connection with the Company’s acquisition of GeoPhy. The reported tax provision differs from the amounts currently receivable or payable because some income and expense items are recognized in different time periods for financial

reporting purposes than for income tax purposes. The following is a summary of income tax expense for the years ended December 31, 2022, 2021, and 2020:

	For the year ended December 31,
Components of Income Tax Expense (in thousands)	2022		2021		2020
Current
Federal	$	23,014	$	40,025	$	26,854
State		11,065		12,181		10,294
International		3,516		—		—
Total current expense	$	37,595	$	52,206	$	37,148
Deferred
Federal	$	19,114	$	26,630	$	37,354
State		3,775		7,592		9,811
International		(4,450)		—		—
Total deferred expense	$	18,439	$	34,222	$	47,165
Total income tax expense	$	56,034	$	86,428	$	84,313

Under the provisions of Section 162(m) of the Internal Revenue Code, the deductibility of executive compensation is limited to $1 million per year for each named executive officer (“NEO”). Based on the information available as of December 31, 2022, 2021, and 2020, the Company believed that it is more likely than not a significant portion of NEO stock-based compensation book expense will exceed the $1 million limitation in future years when the shares vest, resulting in no tax deductibility for the book expense associated with these compensation agreements and no deferred tax assets. Additionally, for each of the years presented above, significant portions of NEO compensation were above the $1 million limitation, resulting in no tax deductibility for amounts above the $1 million limitation.

As discussed in NOTE 7, the Company recognized the Apprise revaluation gain in connection with its acquisition of GeoPhy. The gain is an unrealized, non-taxable gain, resulting in the reduction to income tax expense by the amount shown in the table below.

The following table presents a reconciliation of the statutory federal tax expense to the income tax expense in the accompanying Consolidated Statements of Income:

	For the year ended December 31,
(in thousands)	2022		2021		2020
Statutory federal expense	$	56,350	$	73,932	$	69,356
Statutory state income tax expense, net of federal tax benefit		13,567		16,409		13,828
Excess tax benefits, net of federal tax impact		(6,106)		(8,620)		(7,273)
Tax benefit of Apprise revaluation gain		(10,329)		—		—
Other		2,552		4,707		8,402
Income tax expense	$	56,034	$	86,428	$	84,313

Deferred Tax Assets/Liabilities

The tax effects of temporary differences between reported earnings and taxable earnings consisted of the following:

	As of December 31,
Components of Deferred Tax Liabilities, Net (in thousands)	2022		2021
Deferred Tax Assets
Compensation related	$	(333)	$	5,811
Credit losses		12,425		16,748
Total deferred tax assets	$	12,092	$	22,559
Deferred Tax Liabilities
Mark-to-market of derivatives and loans held for sale	$	(3,583)	$	(16,874)
Mortgage servicing rights related		(218,767)		(208,718)
Acquisition related (1)		(24,673)		(12,977)
Depreciation		(6,261)		(2,317)
Other		(2,293)		(6,913)
Total deferred tax liabilities	$	(255,577)	$	(247,799)
Deferred tax liabilities, net	$	(243,485)	$	(225,240)

(1) Acquisition-related deferred tax liabilities consist of book-to-tax differences associated with basis step ups related to the amortization of goodwill recorded from acquisitions and book-to-tax differences in intangible asset amortization.

The Company believes it is more likely than not that it will generate sufficient taxable income in future periods to realize the deferred tax assets. During the year ended December 31, 2022, the Company recognized an immaterial amount of deferred tax assets that are not included as a component of deferred tax expense. During the year ended December 31, 2021, the Company recognized deferred tax assets of $5.4 million in conjunction with the acquisition of solar income tax credits and other activity, which are not included as a component of deferred tax expense.

Tax Uncertainties

The Company periodically assesses its liabilities and contingencies for all periods open to examination by tax authorities based on the latest available information. Where the Company believes it is more likely than not that a tax position will not be sustained, management records its best estimate of the resulting tax liability, including interest and penalties, in the consolidated financial statements. As of December 31, 2022, based on all known facts and circumstances and current tax law, management believes that there are no material tax positions for which it is reasonably possible that the unrecognized tax benefits will materially increase or decrease over the next 12 months, producing, individually or in the aggregate, a material effect on the Company’s results of operations, financial condition, or cash flows.

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SEGMENTS

12 Months Ended

Dec. 31, 2022

SEGMENTS

SEGMENTS

NOTE 13—SEGMENTS

Reportable Segments

In the first quarter of 2022, as a result of the Company’s growth and recent acquisitions, the Company’s executive leadership team, which functions as the Company’s chief operating decision making body, began making decisions and assessing performance based on the following three reportable segments. The reportable segments are determined based on the product or service provided and reflect the manner in which management is currently evaluating the Company’s financial information.  

(i) Capital Markets (“CM”)—CM provides a comprehensive range of commercial real estate finance products to our customers, including Agency lending, debt brokerage, property sales, and appraisal and valuation services. The Company’s long-established relationships with the Agencies and institutional investors enable CM to offer a broad range of loan products and services to the Company’s customers, including first mortgage, second trust, supplemental, construction, mezzanine, preferred equity, and small-balance loans. CM provides property sales services to owners and developers of multifamily properties and commercial real estate and multifamily property appraisals for various investors. CM also provides real estate-related investment banking and advisory services, including housing market research.

As part of Agency lending, CM temporarily funds the loans it originates (loans held for sale) before selling them to the Agencies and earns net interest income on the spread between the interest income on the loans and the warehouse interest expense. For Agency loans, CM recognizes the fair value of expected net cash flows from servicing, which represents the right to receive future servicing fees. CM also earns fees for origination of loans for both Agency lending and debt brokerage, fees for property sales and appraisals, and subscription revenue for its housing market research. Direct internal, including compensation, and external costs that are specific to CM are included within the results of this reportable segment.

(ii) Servicing & Asset Management (“SAM”)—SAM’s activities include: (i) servicing and asset-managing the portfolio of loans the Company (a) originates and sells to the Agencies, (b) brokers to certain life insurance companies, and (c) originates through its principal lending and investing activities, and (ii) managing third-party capital invested in tax credit equity funds focused on the affordable housing sector and other commercial real estate.

SAM earns revenue through (i) fees for servicing the loans in the Company’s servicing portfolio, (ii) asset management fees for managing third-party capital invested in funds, primarily LIHTC tax credit funds, and (iii) net interest income on the spread between the interest income on the loans and the warehouse interest expense for loans held for investment. Direct internal, including compensation, and external costs that are specific to SAM are included within the results of this reportable segment.

(iii) Corporate—The Corporate segment consists primarily of the Company’s treasury operations and other corporate-level activities. The Company’s treasury activities include monitoring and managing liquidity and funding requirements, including corporate debt. Other corporate-level activities include equity-method investments, accounting, information technology, legal, human resources, marketing, internal audit, and various other corporate groups (“support functions”). The Company does not allocate costs from these support functions to the CM or SAM segments in presenting segment operating results. The Company does allocate interest expense and income tax expense. Corporate debt and the related interest expense are allocated first based on specific acquisitions where debt was directly used to fund the acquisition, such as the acquisition of Alliant, and then based on the remaining segment assets. Income tax expense is allocated proportionally based on income from operations at each segment, except for significant one-time tax activities, which are allocated entirely to the segment impacted by the tax activity.

The following tables provide a summary and reconciliation of each segment’s results for the year ended December 31, 2022, 2021 and 2020.

	As of and for the year ended December 31, 2022
Segment Results and Total Assets					Servicing &
(in thousands)			Capital		Asset
			Markets		Management		Corporate		Consolidated
Revenues
Loan origination and debt brokerage fees, net		$	345,779	$	2,228	$	—	$	348,007
Fair value of expected net cash flows from servicing, net			191,760		—		—		191,760
Servicing fees			—		300,191		—		300,191
Property sales broker fees			120,582		—		—		120,582
Investment management fees			—		71,931		—		71,931
Net warehouse interest income			9,667		6,110		—		15,777
Escrow earnings and other interest income			—		51,010		1,820		52,830
Other revenues			41,046		75,960		40,669		157,675
Total revenues		$	708,834	$	507,430	$	42,489	$	1,258,753
Expenses
Personnel		$	485,958	$	69,970	$	51,438	$	607,366
Amortization and depreciation			3,084		225,515		6,432		235,031
Provision (benefit) for credit losses			—		(11,978)		—		(11,978)
Interest expense on corporate debt			8,647		23,621		1,965		34,233
Other operating expenses			11,817		30,738		86,581		129,136
Total expenses		$	509,506	$	337,866	$	146,416	$	993,788
Income from operations		$	199,328	$	169,564	$	(103,927)	$	264,965
Income tax expense (benefit)			42,153		35,859		(21,978)		56,034
Net income before noncontrolling interests		$	157,175	$	133,705	$	(81,949)	$	208,931
Less: net income (loss) from noncontrolling interests			1,097		(5,986)		—		(4,889)
Walker & Dunlop net income		$	156,078	$	139,691	$	(81,949)	$	213,820
Total assets		$	1,051,437	$	2,539,013	$	454,909	$	4,045,359

	As of and for the year ended December 31, 2021
Segment Results and Total Assets					Servicing &
(in thousands)			Capital		Asset
			Markets		Management		Corporate		Consolidated
Revenues
Loan origination and debt brokerage fees, net		$	440,044	$	5,970	$	—	$	446,014
Fair value of expected net cash flows from servicing, net			287,145		—		—		287,145
Servicing fees			—		278,466		—		278,466
Property sales broker fees			119,981		—		—		119,981
Investment management fees			—		25,637		—		25,637
Net warehouse interest income			14,396		7,712		—		22,108
Escrow earnings and other interest income			—		7,776		374		8,150
Other revenues			20,458		52,916		(1,697)		71,677
Total revenues		$	882,024	$	378,477	$	(1,323)	$	1,259,178
Expenses
Personnel		$	500,052	$	36,412	$	67,023	$	603,487
Amortization and depreciation			2,877		203,118		4,289		210,284
Provision (benefit) for credit losses			—		(13,287)		—		(13,287)
Interest expense on corporate debt			5,078		1,749		1,154		7,981
Other operating expenses			26,420		11,401		60,834		98,655
Total expenses		$	534,427	$	239,393	$	133,300	$	907,120
Income from operations		$	347,597	$	139,084	$	(134,623)	$	352,058
Income tax expense (benefit)			85,333		34,144		(33,049)		86,428
Net income before noncontrolling interests		$	262,264	$	104,940	$	(101,574)	$	265,630
Less: net income (loss) from noncontrolling interests			70		(202)		—		(132)
Walker & Dunlop net income		$	262,194	$	105,142	$	(101,574)	$	265,762
Total assets		$	2,263,907	$	2,430,137	$	511,945	$	5,205,989

	As of and for the year ended December 31, 2020
Segment Results and Total Assets					Servicing &
(in thousands)			Capital		Asset
			Markets		Management		Corporate		Consolidated
Revenues
Loan origination and debt brokerage fees, net		$	357,106	$	1,955	$	—	$	359,061
Fair value of expected net cash flows from servicing, net			358,000		—		—		358,000
Servicing fees			—		235,801		—		235,801
Property sales broker fees			38,108		—		—		38,108
Investment management fees			—		10,713		—		10,713
Net warehouse interest income			17,936		11,390		—		29,326
Escrow earnings and other interest income			—		16,948		1,307		18,255
Other revenues			9,335		26,553		(1,445)		34,443
Total revenues		$	780,485	$	303,360	$	(138)	$	1,083,707
Expenses
Personnel		$	367,668	$	29,469	$	71,682	$	468,819
Amortization and depreciation			70		164,884		4,057		169,011
Provision (benefit) for credit losses			—		37,479		—		37,479
Interest expense on corporate debt			5,773		1,465		1,312		8,550
Other operating expenses			11,988		9,700		47,894		69,582
Total expenses		$	385,499	$	242,997	$	124,945	$	753,441
Income from operations		$	394,986	$	60,363	$	(125,083)	$	330,266
Income tax expense (benefit)			100,835		15,410		(31,932)		84,313
Net income before noncontrolling interests		$	294,151	$	44,953	$	(93,151)	$	245,953
Less: net income (loss) from noncontrolling interests			—		(224)		—		(224)
Walker & Dunlop net income		$	294,151	$	45,177	$	(93,151)	$	246,177
Total assets		$	2,782,535	$	1,431,481	$	436,959	$	4,650,975

Concentrations

The Company is one of the leading commercial real estate services and finance companies in the United States, with a primary focus on multifamily lending. The Company originates a range of multifamily and other commercial real estate loans that are sold to the Agencies or placed with institutional investors. The Company also services nearly all of the loans it sells to the Agencies and some of the loans that it places with institutional investors. The majority of the Company’s operations involve the delivery and servicing of loan products for its customers through its Capital Markets and Servicing & Asset Management reportable segments, respectively.

As of December 31, 2022 and 2021, no one borrower/key principal accounted for more than 3% and 2%, respectively, of our total risk-sharing loan portfolio.

An analysis of the product concentrations and geographic dispersion that impact the Company’s servicing revenue is shown in the following tables. This information is based on the distribution of the loans serviced for others. The principal balance of the loans serviced for others, by product, as of December 31, 2022, 2021, and 2020 follows:

	As of December 31,
Customers of Loan Servicing Portfolio (in thousands)	2022		2021		2020
Fannie Mae	$	59,226,168	$	53,401,457	$	48,818,185
Freddie Mac		37,819,256		37,138,836		37,072,587
Ginnie Mae-HUD		9,868,453		9,889,289		9,606,506
Other		16,219,978		15,270,982		11,714,694
Total	$	123,133,855	$	115,700,564	$	107,211,972

The percentage of unpaid principal balance of the loans serviced for others as of December 31, 2022, 2021, and 2020 by geographical area is shown in the following table. No other state accounted for more than 5% of the unpaid principal balance and related servicing revenues in any of the years presented. The Company does not have any servicing operations outside of the United States.

	Percent of Total UPB as of December 31,
Loan Servicing Portfolio Concentration by State	2022		2021		2020
California	16.1	%	16.1	%	16.2	%
Texas	11.7		8.6		8.8
Florida	10.5		10.0		10.4
Georgia	5.8		5.9		5.9
All other states	55.9		59.4		58.7
Total	100.0	%	100.0	%	100.0	%

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LEASES

12 Months Ended

Dec. 31, 2022

LEASES

LEASES

NOTE 14—LEASES

Right-of-use (“ROU”) assets and lease liabilities associated with the Company’s operating leases are recorded as Other assets and Other liabilities, respectively, in the Consolidated Balance Sheet. As of December 31, 2022, our leases have terms varying in duration, with the longest term ending in 2036.

The following table presents information about the Company’s lease arrangements:  

	For year ended December 31,
Operating Lease Arrangements (dollars in thousands)	2022		2021		2020
Operating Leases
Right-of-use assets	$	60,830	$	24,825	$	17,405
Lease Liabilities		79,623		29,523		22,579
Weighted-average remaining lease term		10.2 years		4.0 years		3.2 years
Weighted-average discount rate		2.9%		3.3%		4.6%
Operating Lease Expenses
Single lease costs	$	16,371	$	9,435	$	8,856
Cash paid for amounts included in the measurement of lease liabilities		10,093		9,617		8,833
Right-of-use assets obtained in exchange for new lease obligations		54,557		13,215		1,488

Maturities of lease liabilities as of December 31, 2022 are presented below (in thousands):

Year Ending December 31,
2023	$	11,652
2024		9,864
2025		8,224
2026		8,229
Thereafter		55,249
Total lease payments	$	93,218
Less imputed interest		(13,595)
Total	$	79,623

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OTHER ASSETS AND LIABILITIES

12 Months Ended

Dec. 31, 2022

OTHER ASSETS AND LIABILITIES

OTHER ASSETS AND LIABILITIES

NOTE 15 – OTHER ASSETS AND LIABILITIES

The following table is a summary of the major components of other assets as of December 31, 2022 and 2021.

	As of December 31,
Components of Other Assets (in thousands)	2022		2021
Equity-method investments	$	198,848	$	164,864
Derivative assets		17,636		37,364
Right of use asset		60,830		24,825
Property and equipment, net		33,928		72,744
Prepaid expenses		98,587		85,767
All other		48,046		16,546
Total	$	457,875	$	402,110

The following table is a summary of the major components of other liabilities as of December 31, 2022 and 2021.

	As of December 31,
Components of Other Liabilities (in thousands)	2022		2021
Contingent consideration liabilities	$	200,346	$	125,808
Derivative liabilities		2,076		6,403
Lease liability		79,623		29,523
Guaranty obligation, net		43,950		47,378
Accrued expenses		115,878		160,717
All other		112,284		125,584
Total	$	554,157	$	495,413

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OTHER REVENUES AND OTHER OPERATING EXPENSES

12 Months Ended

Dec. 31, 2022

OTHER REVENUES AND OTHER OPERATING EXPENSES

OTHER REVENUES AND OTHER OPERATING EXPENSES

NOTE 16—OTHER REVENUES AND OTHER OPERATING EXPENSES

The following table is a summary of the major components of other operating expenses for the years ended December 31, 2022, 2021, and 2020.

	For the year ended December 31,
Components of Other Revenues (in thousands)	2022		2021		2020
Prepayment fees	$	26,451	$	40,138	$	22,031
Assumption and application fees		9,073		10,811		8,766
Housing market research subscription revenue (1)		21,852		8,744		—
Syndication and other LIHTC revenue (2)		36,757		6,706		—
Apprise revaluation gain (3)		39,641		—		—
All other		23,901		5,278		3,646
Total	$	157,675	$	71,677	$	34,443

(1) Housing market research subscription revenue generated from Zelman which was acquired in July 2021.  

(2) Syndication and other LIHTC revenue generated from Alliant which was acquired in December 2021.

(3) One-time non-cash remeasurement gain of Apprise in 2022 from the GeoPhy acquisition (as discussed in NOTE 7).

The following table is a summary of the major components of other operating expenses for the years ended December 31, 2022, 2021, and 2020.

	For the year ended December 31,
Components of Other Operating Expenses (in thousands)	2022		2021		2020
Professional fees	$	35,428	$	26,920	$	18,345
Travel and entertainment		15,742		7,203		4,685
Rent (1)		18,832		11,262		10,486
Marketing and preferred broker		14,840		12,526		9,139
Office and software expenses		24,145		15,056		17,360
All other		20,149		25,688		9,567
Total	$	129,136	$	98,655	$	69,582

(1) Includes single lease cost and other related expenses (common-area maintenance and other miscellaneous charges).

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VARIABLE INTEREST ENTITIES

12 Months Ended

Dec. 31, 2022

VARIABLE INTEREST ENTITIES

VARIABLE INTEREST ENTITIES

NOTE 17—VARIABLE INTEREST ENTITIES

The Company, through its subsidiary Alliant, provides alternative investment management services through the syndication of tax credit funds and development of affordable housing projects. To facilitate the syndication and development of affordable housing projects, the Company is involved with the acquisition and/or formation of limited partnerships and joint ventures with investors, property developers, and property managers that are VIEs. The Company’s continuing involvement in the VIEs usually includes either serving as the manager of the VIE or as a majority investor in the VIE with a property developer or manager serving as the manager of the VIE.

When the Company determines that it is the primary beneficiary of a material VIE, the Company consolidates the VIE. The primary beneficiary of a VIE is determined as the entity that has both (1) the power to direct the activities of the VIE that most significantly impact its economic performance and (2) exposure to losses or benefits that could potentially be significant to the VIE. When the Company determines that it is not the primary beneficiary, the Company recognizes its investment in the VIE through the equity-method of accounting. The Company regularly assesses the primary beneficiary of the VIE as its involvement and ownership may change over time.

Syndication of Tax Credit Funds

The Company’s affordable housing syndication services subsidiary forms limited partnership funds (“the funds”) that are VIEs and hold investments in affordable housing projects. The Company identifies and enters into a commitment to invest equity in the limited partnership interests in affordable housing VIEs that own and operate affordable housing properties. The limited partnership interest exposes the Company to economic losses or benefits of the VIE but does not give it the power to direct the activities that most significantly impact the VIE’s economic performance. In such cases, the Company determined it is not the primary beneficiary and recognizes the VIE as an investment and a liability for the unfunded committed capital to the VIE. The Company’s exposure is limited to its contributed capital and remaining unfunded committed capital. The investments are included as Committed investments in tax credit equity and the unfunded committed capital are included as Commitments to fund investments in tax credit equity in the Consolidated Balance Sheets until they are transferred to the credit fund as described below. The investments and unfunded committed capital are presented in the table below.

As part of the syndication of the tax credit fund, the Company transfers its limited partnership interest in affordable housing partnerships to the funds, where the Company serves as the general partner and manager and holds an insignificant ownership percentage of the funds. As the manager of the funds, the Company has the power to direct the activities that most significantly impact the economic performance of the funds; however, it does not have exposure to the economic losses or benefits significant to the VIE. Accordingly, the Company is not the primary beneficiary of the fund and does not consolidate the VIE. The Company records its general partnership interest as an equity-method investment included in Other assets in the Consolidated Balance Sheets.

The Company may purchase an investor’s partnership interest. In these circumstances, the Company assesses whether its new ownership percentage could potentially be significant to the VIE. When the Company determines the new ownership percentage is significant, it consolidates the fund as the Company is the primary beneficiary. As of both December 31, 2022 and 2021, the assets and liabilities of the consolidated funds were immaterial.  

Joint Development of Affordable Housing Projects

The Company enters joint ventures with affordable property developers and/or investors to develop affordable housing projects. The joint ventures’ objectives are to: (1) develop the affordable housing project for syndication into a tax credit fund or (2) develop the affordable housing project for capital appreciation. When the Company develops affordable housing projects to ultimately syndicate the property into a tax credit fund, the Company invests in the joint venture but does not have management rights. The Company has significant exposure to the economic losses or benefits but does not have the power to direct the activities that most significantly impact the VIE’s economic performance; consequently, the Company determined that it is not the primary beneficiary in the VIE and recognizes an equity-method investment in the VIE included in Other assets in the Consolidated Balance Sheets. During 2022, the operating agreements of three of the Company’s joint ventures were amended, resulting in the Company gaining the power to direct the activities that most significantly impact the economic performance of the joint ventures; previously, the Company only held rights to receive the significant economic benefits of the joint ventures. The Company reassessed its consolidation conclusions and determined that it was the primary beneficiary, and as a result, consolidated the joint ventures as of March 31, 2022.

When the Company develops affordable housing projects for capital appreciation, the Company actively manages the joint venture and generally has an insignificant ownership percentage compared to third-party investors. The Company has the power to direct the activities that most significantly impact the VIE’s economic performance but does not have exposure to the economic losses or benefits that could be significant to the VIE; therefore, the Company determined it is not the primary beneficiary of the VIE and recognizes an equity-method investment included in Other assets in the Consolidated Balance Sheets. In certain circumstances, the Company may hold a significant ownership percentage and have exposure to significant economic losses or benefits of the VIE. When this occurs, the Company determines it has both the power to direct the activities that most significantly impact the VIE’s economic performance and the exposure to the economic losses or benefits that could be significant to the VIE.

The table below presents the assets and liabilities of the Company’s consolidated joint development VIEs included in the Consolidated Balance Sheets:

Consolidated VIEs (in thousands)		December 31, 2022		December 31, 2021
Assets:
Cash and cash equivalents	$	201	$	—
Restricted cash		1,532		—
Receivables, net		33,593		—
Other Assets		49,768		54,880
Total assets of consolidated VIEs	$	85,094	$	54,880
Liabilities:
Other liabilities	$	39,148	$	36,480
Total liabilities of consolidated VIEs	$	39,148	$	36,480

The table below presents the carrying value and classification of the Company’s interests in nonconsolidated VIEs included in the Consolidated Balance Sheets:

Nonconsolidated VIEs (in thousands)		December 31, 2022		December 31, 2021
Assets
Committed investments in tax credit equity	$	254,154	$	177,322
Other assets: Equity-method investments		57,981		74,997
Total interests in nonconsolidated VIEs	$	312,135	$	252,319
Liabilities
Commitments to fund investments in tax credit equity	$	239,281	$	162,747
Total commitments to fund nonconsolidated VIEs	$	239,281	$	162,747
Maximum exposure to losses(1)(2)	$	312,135	$	252,319

(1) Prior to the Alliant acquisition in the fourth quarter of 2021, the Company did not have an interest in any VIEs.

(2) Maximum exposure determined as Total interests in nonconsolidated VIEs. The maximum exposure for the Company’s investments in tax credit equity is limited to the carrying value of its investment, as there are no funding obligations or other commitments related to the nonconsolidated VIEs other than the amounts presented in the table above.

(3) Based on historical experience and the underlying expected cash flows from the underlying investment, the maximum exposure of loss is not representative of the actual loss, if any, that the Company may incur.

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RELATED PARTY TRANSACTION

12 Months Ended

Dec. 31, 2022

RELATED PARTY TRANSACTION

RELATED PARTY TRANSACTION

NOTE 18—RELATED PARTY TRANSACTION

The Company, through its Alliant subsidiaries, has related party loans with its affordable housing project partners, which include property developers and managers. To facilitate the development of affordable housing projects prior to syndication into a tax credit fund, the Company extends pre-development and working capital loans to its partners in affordable housing project partnerships. The outstanding balance of these loans was $69.8 million and $36.6 million as of December 31, 2022 and 2021, respectively, and the related interest income was immaterial for both the years ended December 31, 2022 and 2021. The balance of these receivables is included as Receivables, net in the Consolidated Balance Sheets.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

Principles of Consolidation—The consolidated financial statements include the accounts of Walker & Dunlop, Inc., its wholly owned subsidiaries, and its majority owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity (“VIE”) or the voting interest model. The Company is required to first apply the VIE model to determine whether it holds a variable interest in an entity, and if so, whether the entity is a VIE. If the Company determines it holds a variable interest in a VIE and has a controlling financial interest and therefore is considered the primary beneficiary, the Company consolidates the entity. In instances where the Company holds a variable interest in a VIE but is not the primary beneficiary, the Company uses the equity-method of accounting.

If the Company determines it does not hold a variable interest in a VIE, it then applies the voting interest model. Under the voting interest model, the Company consolidates an entity when it holds a majority voting interest in an entity. If the Company does not have a majority voting interest but has significant influence, it uses the equity-method of accounting. In instances where the Company owns less than 100% of the equity interests of an entity but owns a majority of the voting interests or has control over an entity, the Company accounts for the portion of equity not attributable to Walker & Dunlop, Inc. as Noncontrolling interests on the Consolidated Balance Sheets and the portion of net income not attributable to Walker & Dunlop, Inc. as Net income (loss) from noncontrolling interests in the Consolidated Statements of Income.

Subsequent Events

Subsequent Events—The Company has evaluated the effects of all events that have occurred subsequent to December 31, 2022. The Company has made certain disclosures in the notes to the consolidated financial statements of events that have occurred subsequent to December 31, 2022. There have been no other material subsequent events that would require recognition in the consolidated financial statements.

Use of Estimates

Use of Estimates—The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses; including the allowance for risk-sharing obligations, initial fair value of capitalized mortgage servicing rights, initial and recurring fair value assessments of contingent consideration, and the fair value of the Apprise joint venture (as discussed in NOTE 7), actual results may vary from these estimates.

Mortgage Servicing Rights

Mortgage Servicing Rights—When a loan is sold and the Company retains the right to service the loan, the derivative asset discussed below is reclassified and capitalized as an individual mortgage servicing right (“MSR”) at fair value. The initial capitalized amount is equal to the estimated fair value of the expected net cash flows associated with servicing the loans, net of the expected cash flows associated with any guaranty obligations. The following describes the principal assumptions used in estimating the fair value of capitalized MSRs.

Discount Rate—Depending upon loan type, the discount rate used is management's best estimate of market discount rates. The rates used for loans sold were between 8% and 14% for the years ended December 31, 2022 and 2021, between 10% and 15% for the year ended December 31, 2020, and varied based on loan type.

Estimated Life—The estimated life of the MSRs is derived based upon the stated term of the prepayment protection provisions of the underlying loan and may be reduced by six to 12 months based upon the expiration or reduction of the prepayment provisions prior to the stated maturity date. The Company’s model for MSRs assumes no prepayment while the prepayment provisions have not expired and full prepayment of the loan at or near the point where the prepayment provisions have expired. The Company’s historical experience is that the prepayment provisions typically do not provide a significant deterrent to a borrower’s paying off the loan within six to 12 months of the expiration of the prepayment provisions.

Escrow Earnings—The estimated earnings rate on escrow accounts associated with the servicing of the loans for the life of the MSR is added to the estimated future cash flows.

The assumptions used to estimate the fair value of capitalized MSRs at loan sale are based on internal models and are compared to assumptions used by other market participants periodically. When such comparisons indicate that these assumptions have changed significantly, the Company adjusts its assumptions accordingly. For example, during the year ended December 31, 2020, the Company adjusted the escrow earnings rate assumption twice based on changes observed from other market participants. Additionally, the Company made adjustments to the discount rates in 2021 and escrow earnings rate in 2021 and 2022 based on observations from other market participants and economic conditions.

Subsequent to the initial measurement date, MSRs are amortized using the interest method over the period that servicing income is expected to be received and presented as a component of Amortization and depreciation in the Consolidated Statements of Income. The individual loan-level MSR is written off through a charge to Amortization and depreciation when a loan prepays, defaults, or is probable of default. The Company evaluates all MSRs for impairment quarterly. The predominant risk characteristic affecting the MSRs is prepayment risk, and we do not believe there is sufficient variation within the portfolio to warrant stratification. Therefore, we assess MSR impairment at the portfolio level. The Company engages a third party to assist in determining an estimated fair value of our existing and outstanding MSRs on at least a semi-annual basis.

Allowance for Risk-Sharing Obligations

Allowance for Risk-Sharing Obligations—Substantially all loans sold under the Fannie Mae DUS program contain partial or full risk-sharing guaranties that are based on the performance of the loan serviced in the at-risk servicing portfolio. The Company records an estimate of the loss reserve for the current expected credit losses (“CECL”) for all loans in our Fannie Mae at-risk servicing portfolio and presents this loss reserve as Allowance for risk-sharing obligations on the Consolidated Balance Sheets.

Overall Current Expected Credit Losses Approach

The Company uses the weighted-average remaining maturity method (“WARM”) for calculating its allowance for risk-sharing obligations, the Company’s liability for the off-balance-sheet credit exposure associated with the Fannie Mae at-risk DUS loans. WARM uses a weighted average annual charge-off rate (“historical loss rate”) that contains loss content over multiple vintages and loan terms and is used as a foundation for estimating the CECL reserve. The historical loss rate is applied to the unpaid principal balance (“UPB”) over the contractual term, adjusted for estimated prepayments and amortization to arrive at the CECL reserve for the entire current portfolio as described further below.

The Company maximizes the use of historical internal data because the Company has extensive historical data servicing Fannie Mae DUS loans from which to calculate historical loss rates and principal paydown by loan term type for its exposure to credit loss on its homogeneous portfolio of Fannie Mae DUS multifamily loans. Additionally, the Company believes its properties, loss history, and underwriting standards are not similar to public data such as loss histories for loans originated for collateralized mortgage-backed securities conduits.

Runoff Rate

One of the key inputs into a WARM calculation is the runoff rate, which is the expected rate at which loans in the current portfolio will prepay and amortize in the future. As the loans the Company originates have different original lives and run off over different periods, the Company groups loans by similar origination dates (vintage) and contractual maturity terms for purposes of calculating the runoff rate. The Company originates loans under the DUS program with various terms generally ranging from several years to 15 years; each of these various loan terms has a different runoff rate.

The Company uses its historical runoff rate for each of the different loan term pools as a proxy for the expected runoff rate. The Company believes that borrower behavior and macroeconomic conditions will not deviate significantly from historical performance over the

approximately ten-year period in which the Company has compiled the actual loss data. The ten-year period captures the various cycles of industry performance and provides a period that is long enough to capture sufficient observations of runoff history. In addition, due to the prepayment protection provisions for Fannie Mae DUS loans, the Company has not seen significant volatility in historical prepayment rates due to gradual changes in interest rates and would not expect this to change materially in future periods.

The historical annual runoff rate is calculated for each year of a loan’s life for each vintage in the portfolio and aggregated with the calculated runoff rate for each comparable year in every vintage. For example, the annual runoff rate for the first year of loans originated in 2010 is aggregated with the annual runoff rate for the first year of loans originated in 2011, 2012, and so on to calculate the average annual runoff rate for the first year of a loan. This average runoff calculation is performed for each year of a loan’s life for each of the various loan terms to create a matrix of historical average annual runoffs by year for the entire portfolio.

The Company segments its current portfolio of at-risk DUS loans outstanding by original loan term type and years remaining and then applies the appropriate historical average runoff rates to calculate the expected remaining balance at the end of each reporting period in the future. For example, for a loan with an original ten-year term and seven years remaining, the Company applies the historical average annual runoff rate for a ten-year loan for year four to arrive at the estimated remaining UPB one year from the current period, the historical average runoff rate for year five to arrive at the estimated remaining UPB two years from the current period, and so on up to the loan’s maturity date.

CECL Reserve Calculation

Once the Company has calculated the estimated outstanding UPB for each future year until maturity for each loan term type, the Company then applies the historical loss rate (as further described below) to each future year’s estimated UPB. The Company then aggregates the allowance calculated for each year within each loan term type and for all different maturity years to arrive at the CECL reserve for the portfolio.

The historical loss rate is calculated using a ten-year look-back period, utilizing the average portfolio balance and settled losses for each year. A ten-year period is used as the Company believes that this period of time includes sufficiently different economic conditions to generate a reasonable estimate of expected results in the future, given the relatively long-term nature of the current portfolio. This approach captures the adverse impact of the years following the great financial crisis of 2007-2010 because multifamily commercial loans have a lag period from the time of initial distress indications through the timing of loss settlement. The same loss rate is utilized across each loan term type as the Company has not observed any historical or industry-published data to indicate there is any difference in the occurrence probability or loss severity for a loan based on its loan origination term.

Reasonable and Supportable Forecast Period

The Company currently uses one year for its reasonable and supportable forecast period (the “forecast period”). The Company uses a forecast of unemployment rates, historically a highly correlated indicator for multifamily occupancy rates, and general economic forecasts from third parties to assess what macroeconomic and multifamily market conditions are expected to be like over the coming year. The Company then associates the forecasted conditions with a similar historical period over the past ten years, which could be one or several years, and uses the Company’s average loss rate for that historical period as a basis for the loss rate used for the forecast period. The Company reverts to the historical loss rate over a one-year period on a straight-line basis. For all remaining years until maturity, the Company uses the historical loss rate as described above to estimate losses. The average loss rate from a historical period used for the forecast period may be adjusted as necessary if the forecasted macroeconomic and industry conditions differ materially from the historical period.

Identification of Collateral-Based Reserves for Defaulted Loans

The Company monitors the performance of each risk-sharing loan for events or conditions which may signal a potential default. The Company’s process for identifying which risk-sharing loans may be probable of default consists of an assessment of several qualitative and quantitative factors, including payment status, property financial performance, local real estate market conditions, loan-to-value ratio, debt-service-coverage ratio (“DSCR”), property condition, and financial strength of the borrower or key principal(s). In instances where payment under the guaranty on a specific loan is determined to be probable (as the loan is probable of foreclosure or has foreclosed), the Company separately measures the expected loss through an assessment of the underlying fair value of the asset, disposition costs, and the risk-sharing percentage (the “collateral-based reserve”) through a charge to the provision for risk-sharing obligations, which is a component of Provision (benefit) for credit losses in the Consolidated Statements of Income. These loans are removed from the WARM calculation described above, and the associated loan-specific mortgage servicing right and guaranty obligation are written off. The expected loss on the risk-sharing obligation is dependent on the fair value of the underlying property as the loans are collateral dependent. Historically, initial recognition of a

collateral-based reserve occurs at or before a loan becomes 60 days delinquent.

The amount of the collateral-based reserve considers historical loss experience, adverse situations affecting individual loans, the estimated disposition value of the underlying collateral, and the level of risk sharing. The estimate of property fair value at initial recognition of the collateral-based reserve is based on appraisals, broker opinions of value, or net operating income and market capitalization rates, depending on the facts and circumstances associated with the loan and underlying collateral. The Company regularly monitors the collateral-based reserves on all applicable loans and updates loss estimates as current information is received. The settlement with Fannie Mae is based on the actual sales price of the property and selling and property preservation costs and considers the Fannie Mae loss-sharing requirements. The maximum amount of the loss the Company absorbs at the time of default is generally 20% of the origination UPB of the loan.

Provision (Benefit) for Credit Losses

Provision (Benefit) for Credit Losses—The Company records the income statement impact of the changes in the allowance for loan losses and the allowance for risk-sharing obligations within Provision (benefit) for credit losses in the Consolidated Statements of Income. NOTE 4 contains additional discussion related to the allowance for risk-sharing obligations. Provision (benefit) for credit losses consisted of the following activity for the years ended December 31, 2022, 2021, and 2020:

Components of Provision (Benefit) for Credit Losses (in thousands)	2022		2021		2020
Provision (benefit) for loan losses	$	1,970	$	(610)	$	3,739
Provision (benefit) for risk-sharing obligations		(13,948)		(12,677)		33,740
Provision (benefit) for credit losses	$	(11,978)	$	(13,287)	$	37,479

Business Combinations

Business Combinations—The Company accounts for business combinations using the acquisition method of accounting, under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. The Company recognizes identifiable assets acquired (including intangible assets) and liabilities (both specific and contingent) assumed at their fair values at the acquisition date. Furthermore, acquisition-related costs, such as due diligence, legal and accounting fees, are not capitalized or applied in determining the fair value of the acquired assets. The excess of the purchase price over the fair value of the assets acquired and the liabilities assumed is recognized as goodwill. During the measurement period, the Company records adjustments to the assets acquired and liabilities assumed with corresponding adjustments to goodwill in the reporting period in which the adjustment is identified. These adjustments during the measurement period are recorded to goodwill only in circumstances where the adjustment is related to additional information obtained subsequent to the acquisition about facts and circumstances that existed at the time of the acquisition. After the measurement period, which could be up to one year after the transaction date, subsequent adjustments are recorded to the Company’s Consolidated Statements of Income.

Goodwill

Goodwill—The Company evaluates goodwill for impairment annually. In addition to the annual impairment evaluation, the Company evaluates at least quarterly whether events or circumstances have occurred in the period subsequent to the annual impairment testing which indicate that it is more likely than not an impairment loss has occurred. The Company’s goodwill is allocated to four reporting units, each of which is a component of either the Capital Markets segment or the Servicing & Asset Management segment. The Company performs its impairment testing annually as of October 1 for each reporting unit for which goodwill has been allocated. The Company’s October 1, 2022 impairment test consisted of a qualitative assessment of each reporting unit as there were no indicators of a change in fair value; therefore, the Company concluded that the determination of the fair value of any reporting unit was unnecessary. As seen in NOTE 7, there was a reduction to the contingent consideration related to the Company’s Valuation Advisory reporting unit (included in the Company’s Capital Markets reportable segment). The Company concluded that this reduction in the contingent consideration was not an indicator that the fair value of the reporting unit was less than its carrying value because the change in the earnout was the result of the timing of the projected cash flows and operating results (“earnout metrics”). The contingent consideration is eligible to be earned over a four-year period. At acquisition, a high amount of the earnout metrics was projected to be achieved over the four-year earn-out period. Due to the macroeconomic conditions present during 2022, the Company’s projections for the earnout metrics were reduced for the earnout period and increased for periods beyond the earnout period.

Transfers of Financial Assets

Transfers of Financial Assets—Transfers of financial assets are reported as sales when (i) the transferor surrenders control over those assets, (ii) the transferred financial assets have been legally isolated from the Company’s creditors, (iii) the transferred assets can be pledged or exchanged by the transferee, and (iv) consideration other than beneficial interests in the transferred assets is received in exchange. The transferor is considered to have surrendered control over transferred assets if, and only if, certain conditions are met. The Company determined that all loans sold during the periods presented met these specific conditions and accounted for all transfers of loans held for sale as completed sales, except as otherwise noted.

Derivative Assets and Liabilities

Derivative Assets and Liabilities—Loan commitments that meet the definition of a derivative are recorded at fair value on the Consolidated Balance Sheets upon the executions of the commitments to originate a loan with a borrower and to sell the loan to an investor, with a corresponding amount recognized as revenue on the Consolidated Statements of Income. The estimated fair value of loan commitments includes (i) the fair value of loan origination fees and premiums on the anticipated sale of the loan, net of co-broker fees (included in derivative assets, a component of Other Assets, on the Consolidated Balance Sheets and as a component of Loan origination and debt brokerage fees, net in the Consolidated Income Statements), (ii) the fair value of the expected net cash flows associated with the servicing of the loan, net of any estimated net future cash flows associated with the guarantee obligation (included in derivative assets, a component of Other Assets, on the Consolidated Balance Sheets and in Fair value of expected net cash flows from servicing, net in the Consolidated Income Statements), and (iii) the effects of interest rate movements between the trade date and balance sheet date. Loan commitments are generally derivative assets but can become derivative liabilities if the effects of the interest rate movement between the trade date and the balance sheet date are greater than the combination of (i) and (ii) above. Forward sale commitments that meet the definition of a derivative are recorded as either derivative assets or derivative liabilities depending on the effects of the interest rate movements between the trade date and the balance sheet date. Adjustments to the fair value are reflected as a component of income within Loan origination and debt brokerage fees, net in the Consolidated Statements of Income.

Co-broker fees, which are netted against Loan origination and debt brokerage fees, net in the Consolidated Statements of Income, were $17.3 million, $21.0 million and $33.1 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Loans Held for Sale

Loans Held for Sale—Loans held for sale represent originated loans that are generally transferred or sold within 60 days from the date that a mortgage loan is funded. The Company elects to measure all originated loans at fair value, unless the Company documents at the time the loan is originated that it will measure the specific loan at the lower of cost or fair value for the life of the loan. Electing to use fair value allows a better offset of the change in fair value of the loan and the change in fair value of the derivative instruments used as economic hedges. During the period prior to its sale, interest income on a loan held for sale is calculated in accordance with the terms of the individual loan. There were no loans held for sale that were valued at the lower of cost or fair value or on a non-accrual status at December 31, 2022 and 2021.

Share-Based Payment

Share-Based Payment—The Company recognizes compensation costs for all share-based payment awards made to employees and directors, including restricted stock and restricted stock units based on the grant date fair value. Restricted stock awards are granted without cost to the Company’s officers, employees, and non-employee directors. The fair value of the award is calculated as the fair value of the Company’s common stock on the date of grant.

Stock option awards were granted to executive officers in the past. The Company has not granted any stock option awards since 2017 and does not expect to issue stock options for the foreseeable future. A small number of vested but unexercised stock options is outstanding as of December 31, 2022.

Generally, the Company’s restricted stock awards for its officers and employees vest ratably over a three-year period based solely on continued employment. Restricted stock awards for non-employee directors fully vest after one year. Awards issued to the Company's production personnel sometimes vest over a period greater than three years.

The Company offers a performance share plan (“PSP”) principally for the Company’s executives and certain other members of senior management. The performance period for each PSP is three full calendar years beginning on January 1 of the grant year. Participants in the PSP receive restricted stock units (“RSUs”) on the grant date for the PSP in an amount equal to achievement of all performance targets at a maximum level. If the performance targets are met at the end of the performance period and the participant remains employed by the Company, the participant fully vests in the RSUs, which immediately convert to unrestricted shares of common stock. If the performance targets are not met at the maximum level, the participant generally forfeits a portion of the RSUs. Generally, if the participant is no longer employed by the Company, the participant forfeits all of the RSUs. The performance targets for all the PSPs issued by the Company are based on meeting diluted earnings per share, return on equity, and total revenues goals. The Company records compensation expense for the PSP based on the grant-date fair value in an amount proportionate to the service time rendered by the participant and the expected achievement level of the goals.

Compensation expense for restricted shares is adjusted for actual forfeitures and is recognized on a straight-line basis, for each separately vesting portion of the award as if the award were in substance multiple awards, over the requisite service period of the award. Share-based compensation is recognized within the income statement as Personnel, the same expense line as the cash compensation paid to the respective employees.

Loans Held for Investment, net

Loans Held for Investment, net—Loans held for investment are multifamily loans originated by the Company through the Interim Loan Program for properties that currently do not qualify for permanent GSE or HUD (collectively, the “Agencies”) financing. These loans have terms of up to three years and are all interest-only, multifamily loans with similar risk characteristics and no geographic concentration. The loans are carried at their unpaid principal balances, adjusted for net unamortized loan fees and costs, and net of any allowance for loan losses.

As of December 31, 2022, Loans held for investment, net consisted of nine loans with an aggregate $206.8 million of unpaid principal balance less $0.4 million of net unamortized deferred fees and costs and $6.2 million of allowance for loan losses. As of December 31, 2021, Loans held for investment, net consisted of 12 loans with an aggregate $274.5 million of unpaid principal balance less $1.2 million of net unamortized deferred fees and costs and $4.2 million of allowance for loan losses.

As of December, 31 2020, the Company had a portfolio of participating interest in loans held for investment accounted as a secured borrowing that was paid off in 2021, with the aggregate unpaid principal balance of the loans of $81.5 million presented as a component of Loans held for investment, net and the secured borrowing of $73.3 million presented within Other liabilities on the Consolidated Balance Sheets.

The Company assesses the credit quality of loans held for investment in the same manner as it does for the loans in the Fannie Mae at-risk portfolio as described above and records an allowance for these loans as necessary. The allowance for loan losses is estimated collectively for loans with similar characteristics. The collective allowance is based on the same methodology that the Company uses to estimate its allowance for risk-sharing obligations under the CECL standard for at-risk Fannie Mae Delegated Underwriting and Servicing (“DUS”) loans (with the exception of a reversion period) because the nature of the underlying collateral is the same, and the loans have similar characteristics, except they are significantly shorter in maturity. The reasonable and supportable forecast period used for the CECL allowance for loans held for investment is one year.

One loan held for investment with an unpaid principal balance of $14.7 million was delinquent and on non-accrual status as of December 31, 2022 and December 31, 2021. The Company had $5.9 million and $3.7 million in collateral-based reserves for this loan as of December 31, 2022 and December 31, 2021, respectively, and has not recorded any interest related to this loan since it went on non-accrual status. All other loans were current as of December 31, 2022 and 2021. The amortized cost basis of loans that were current as of December 31, 2022 and 2021 was $191.7 million and $258.6 million, respectively. As of December 31, 2022, $3.5 million, $162.3 million and $26.3 million of the loans that were current were originated in 2022, 2021, and 2019, respectively. No loans originated in 2020 were outstanding as of December 31, 2022. Prior to 2019, the Company had not experienced any delinquencies related to loans held for investment.

Statement of Cash Flows

Statement of Cash Flows—The Company records the fair value of premiums and origination fees as a component of the fair value of derivative assets on the loan commitment date and records the related income within Loan origination and debt brokerage fees, net within the Consolidated Statements of Income. The cash for the origination fee is received upon closing of the loan, and the cash for the premium is received upon loan sale, resulting in a timing mismatch of the recognition of income and the receipt of cash in a given period when the derivative or loan held for sale remains outstanding at period end.

The Company accounts for this mismatch by recording an adjustment called Change in the fair value of premiums and origination fees within the Consolidated Statements of Cash Flows. The amount of the adjustment reflects a reduction to cash provided by or used in operations for the amount of income recognized upon rate lock (i.e., non-cash income) for derivatives and loans held for sale outstanding at period end and an increase to cash provided by or used in operations for cash received upon loan origination or sale for derivatives and loans held for sale that were outstanding at prior period end. When income recognized upon rate lock is greater than cash received upon loan origination or sale, the adjustment is a negative amount. When income recognized upon rate lock is less than cash received upon loan origination or loan sale, the adjustment is a positive amount.

For presentation in the Consolidated Statements of Cash Flows, the Company considers pledged cash and cash equivalents (as detailed in NOTE 9) to be restricted cash and restricted cash equivalents. The following table presents a reconciliation of the total of cash, cash

equivalents, restricted cash, and restricted cash equivalents as presented in the Consolidated Statements of Cash Flows to the related captions on the Consolidated Balance Sheets as of December 31, 2022, 2021, 2020, and 2019.

	December 31,
(in thousands)	2022		2021		2020		2019
Cash and cash equivalents	$	225,949	$	305,635	$	321,097	$	120,685
Restricted cash		17,676		42,812		19,432		8,677
Pledged cash and cash equivalents (NOTE 9)		14,658		44,733		17,473		7,204
Total cash, cash equivalents, restricted cash, and restricted cash equivalents	$	258,283	$	393,180	$	358,002	$	136,566

Income Taxes

Income Taxes—The Company files income tax returns in the applicable U.S. federal, state, and local jurisdictions and generally is subject to examination by the respective jurisdictions for three years from the filing of a tax return. The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted.

Deferred tax assets are recognized only to the extent that it is more likely than not that they will be realizable based on consideration of available evidence, including future reversals of existing taxable temporary differences, projected future taxable income, and tax planning strategies.

The Company had an immaterial accrual for uncertain tax positions as of December 31, 2022 and 2021.

Net Warehouse Interest Income

Net Warehouse Interest Income—The Company presents warehouse interest income net of warehouse interest expense. Warehouse interest income is the interest earned from loans held for sale and loans held for investment. Generally, a substantial portion of the Company’s loans is financed with matched borrowings under one of its warehouse facilities. The remaining portion of loans not funded with matched borrowings is financed with the Company’s own cash. Occasionally, the Company also fully funds a small number of loans held for sale or loans held for investment with its own cash. Warehouse interest expense is incurred on borrowings used to fund loans solely while they are held for sale or for investment. Warehouse interest income and expense are earned or incurred on loans held for sale after a loan is closed and before a loan is sold. Warehouse interest income and expense are earned or incurred on loans held for investment after a loan is closed and before a loan is repaid. The Company had a portfolio of participating interests in loans held for investment that was accounted for as a secured borrowing and paid off at the end of the second quarter of 2021. The Company recognized Net warehouse interest income on the unpaid principal balance of the loans and secured borrowing for the year ended December 31, 2021. The interest income and expense on the secured borrowing, which offset each other and are included in Net warehouse interest income, were $1.7 million and $3.4 million for the years December 31, 2021 and December 31, 2020, respectively. Included in Net warehouse interest income for the years ended December 31, 2022 and 2021, and 2020 are the following components:

	For the year ended December 31,
Components of Net Warehouse Interest Income (in thousands)	2022		2021		2020
Warehouse interest income - loans held for sale	$	52,021	$	42,480	$	53,090
Warehouse interest expense - loans held for sale		(42,354)		(28,084)		(35,154)
Net warehouse interest income - loans held for sale	$	9,667	$	14,396	$	17,936
Warehouse interest income - loans held for investment	$	13,044	$	12,406	$	17,741
Warehouse interest expense - loans held for investment		(6,934)		(4,694)		(6,351)
Net warehouse interest income - loans held for investment	$	6,110	$	7,712	$	11,390

Pledged Securities

Pledged Securities—As collateral against its Fannie Mae risk-sharing obligations (NOTES 4 and 9), certain securities have been pledged to the benefit of Fannie Mae to secure the Company's risk-sharing obligations. Substantially all of the balance of Pledged securities, at fair value within the Consolidated Balance Sheets as of December 31, 2022 and 2021 was pledged against Fannie Mae risk-sharing obligations. The Company’s investments included within Pledged securities, at fair value consist primarily of money market funds and Agency debt securities. The investments in Agency debt securities consist of multifamily Agency mortgage-backed securities (“Agency MBS”) and are all

accounted for as available-for-sale (“AFS”) securities. The Company does not record an allowance for credit losses for its AFS securities, including those whose fair value is less than amortized cost, when the AFS securities are issued by the GSEs. The contractual cash flows of these AFS securities are guaranteed by the GSEs, which are government-sponsored enterprises under the conservatorship of the Federal Housing Finance Agency. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost of these securities. The Company does not intend to sell any of the Agency MBS, nor does the Company believe that it is more likely than not that it would be required to sell these investments before recovery of their amortized cost basis, which may be at maturity.

Contracts with Customers

Contracts with Customers—A majority of the Company’s revenues are derived from the following sources, all of which are excluded from the accounting provisions applicable to contracts with customers: (i) financial instruments, (ii) transfers and servicing, (iii) derivative transactions, and (iv) investments in debt securities/equity-method investments. The remaining portion of revenues is derived from contracts with customers. Other than LIHTC asset management fees as described below, the Company’s contracts with customers generally do not require significant judgment or material estimates that affect the determination of the transaction price (including the assessment of variable consideration), the allocation of the transaction price to performance obligations, and the determination of the timing of the satisfaction of performance obligations. Additionally, the earnings process for the Company’s contracts with customers is generally not complicated and is generally completed in a short period of time.

The Company provides asset management services to investors in low-income housing tax credits (“LIHTC”) funds and earns an asset management fee (“AMF”). The AMF is generally a specified percentage of invested assets in the LIHTC fund. The LIHTC funds invest in low-income housing projects, typically for a period of 10-15 years to meet the qualifications for the tax credit benefit. Cash distributions are made from the low-income housing project to the LIHTC fund. These distributions are subject to significant uncertainty as to the amount and timing as they are dependent upon the availability of cash for distribution, operating performance, and liquidity of the low-income housing project investments. Due to this significant uncertainty, the Company considers the contractual AMF to be variable consideration, substantially all of which is constrained. The Company estimates the amount of consideration not subject to the constraint at each quarterly reporting period. The amount of AMF revenue recognized each period is based on an assessment of the projected cash collections expected over the next twelve months. This projection is based on historical distributions and other considerations. The Company recognized asset management fees of $61.1 million for the year ended December 31, 2022. The asset management fees for the year ended December 31, 2021, were immaterial as the acquisition of Alliant occurred in December 2021. The AMF receivable was $43.0 million as of December 31, 2022 and $42.3 million as of December 31, 2021. The asset management fee receivable is included in Receivables, net on the Consolidated Balance Sheets, and the AMF revenue is included within Investment management fees in the Consolidated Statements of Income.

The following table presents information about the Company’s contracts with customers for the years ended December 31, 2022, 2021, and 2020:

Description (in thousands)	2022		2021		2020		Statement of income line item
Certain loan origination fees	$	157,153	$	186,986	$	64,528	Loan origination and debt brokerage fees, net
Property sales broker fees		120,582		119,981		38,108	Property sales broker fees
Investment management fees		71,931		25,637		10,713	Investment management fees
Application fees, appraisal revenues, subscription revenues, other revenues from LIHTC operations, and other revenues		80,304		30,920		12,286	Other revenues
Total revenues derived from contracts with customers	$	429,970	$	363,524	$	125,635

Guaranty Obligation, net

Guaranty Obligation, net—When a loan is sold under the Fannie Mae DUS program, the Company undertakes an obligation to partially guarantee the performance of the loan. Upon loan sale, a liability for the fair value of the obligation undertaken in issuing the guaranty is recognized and presented as a component of Other liabilities on the Consolidated Balance Sheets. The recognized guaranty obligation is the fair value of the Company’s obligation to stand ready to perform and credit risk over the term of the guaranty.

Generally, the estimated fair value of the guaranty obligation is based on the present value of the cash flows expected to be paid under the guaranty over the estimated life of the loan discounted using a rate consistent with what is used for the calculation of the mortgage servicing right for each loan. The life of the guaranty obligation is the estimated period over which the Company believes it will be required to stand ready under the guaranty. Subsequent to the initial measurement date, the liability is amortized over the life of the guaranty period using the straight-line method as a component of and reduction to Amortization and depreciation in the Consolidated Statements of Income.

Cash and Cash Equivalents

Cash and Cash Equivalents—The term cash and cash equivalents, as used in the accompanying consolidated financial statements, includes currency on hand, demand deposits with financial institutions, and short-term, highly liquid investments purchased with an original maturity of three months or less. The Company had no cash equivalents as of December 31, 2022 and 2021.

Restricted Cash

Restricted Cash—Restricted cash represents primarily good faith deposits from borrowers and cash held in a collection account to be used to fund the repayment of the Alliant note payable as described more fully in NOTE 6. The Company records a corresponding liability for the good faith deposits from borrowers within Other liabilities on the Consolidated Balance Sheets.

Net Receivables

Receivables, Net—Receivables, net represents amounts currently due to the Company pursuant to contractual servicing agreements, investor good faith deposits held in escrow by others, notes receivable from the developers of affordable housing projects, asset management fees receivable, and other receivables. Substantially all of these receivables are expected to be collected within a short period of time and are with counterparties with high credit quality (such as the Agencies). Additionally, the Company has not experienced any credit losses related to these receivables. Consequently, the Company has not recorded an allowance for credit losses associated with its receivables as of December 31, 2022 and 2021.

Concentrations of Credit Risk

Concentrations of Credit Risk—Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, loans held for sale, and derivative financial instruments.

The Company places the cash and temporary investments with high-credit-quality financial institutions and believes no significant credit risk exists. The counterparties to the loans held for sale and funding commitments are owners of residential multifamily properties located throughout the United States. Mortgage loans are generally transferred or sold within 60 days from the date that a mortgage loan is funded. There is no material residual counterparty risk with respect to the Company's funding commitments as each potential borrower must make a non-refundable good faith deposit when the funding commitment is executed. The counterparty to the forward sale is Fannie Mae, Freddie Mac, or a broker-dealer that has been determined to be a credit-worthy counterparty by us and our warehouse lenders. There is a risk that the purchase price agreed to by the investor will be reduced in the event of a late delivery. The risk for non-delivery of a loan primarily results from the risk that a borrower does not close on the funding commitment in a timely manner. This risk is generally mitigated by the non-refundable good faith deposit.

Leases

Leases—In the normal course of business, the Company executes lease arrangements for all of its office space. All such lease arrangements are accounted for as operating leases. The Company initially recognizes a lease liability for the obligation to make lease payments and a right-of-use (“ROU”) asset for the right to use the underlying asset for the lease term. The lease liability is measured at the present value of the lease payments over the lease term. The ROU asset is measured at the lease liability amount, adjusted for lease prepayments, accrued rent, lease incentives received, and the lessee’s initial direct costs.

These operating leases do not provide an implicit discount rate; therefore, the Company uses the incremental borrowing rate of its note payable at lease commencement to calculate lease liabilities as the terms on this debt most closely resemble the terms on the Company’s largest leases. The Company’s lease agreements often include options to extend or terminate the lease. Single lease cost related to these lease agreements is recognized on the straight-line basis over the term of the lease, which includes options to extend when it is reasonably certain that such options will be exercised and the Company knows what the lease payments will be during the optional periods.

Litigation

Litigation—In the ordinary course of business, the Company may be party to various claims and litigation, none of which the Company believes is material. The Company cannot predict the outcome of any pending litigation and may be subject to consequences that could include fines, penalties, and other costs, and the Company’s reputation and business may be impacted. The Company believes that any liability that could be imposed on the Company in connection with the disposition of any pending lawsuits would not have a material adverse effect on its business, results of operations, liquidity, or financial condition.

Recently Adopted and Recently Announced Accounting Pronouncements

Recently Adopted and Recently Announced Accounting Pronouncements—There were no recently announced but not yet effective accounting pronouncements issued that have the potential to impact the Company’s consolidated financial statements. The Company did not adopt any new accounting policies during 2022.

Reclassifications

Reclassifications—The Company has made immaterial reclassifications to prior-year balances to conform to current-year presentation.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Components of Provision (Benefit) for Credit Losses

Components of Provision (Benefit) for Credit Losses (in thousands)	2022		2021		2020
Provision (benefit) for loan losses	$	1,970	$	(610)	$	3,739
Provision (benefit) for risk-sharing obligations		(13,948)		(12,677)		33,740
Provision (benefit) for credit losses	$	(11,978)	$	(13,287)	$	37,479

Schedule of Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents

	December 31,
(in thousands)	2022		2021		2020		2019
Cash and cash equivalents	$	225,949	$	305,635	$	321,097	$	120,685
Restricted cash		17,676		42,812		19,432		8,677
Pledged cash and cash equivalents (NOTE 9)		14,658		44,733		17,473		7,204
Total cash, cash equivalents, restricted cash, and restricted cash equivalents	$	258,283	$	393,180	$	358,002	$	136,566

Schedule of Net Warehouse Interest Income

	For the year ended December 31,
Components of Net Warehouse Interest Income (in thousands)	2022		2021		2020
Warehouse interest income - loans held for sale	$	52,021	$	42,480	$	53,090
Warehouse interest expense - loans held for sale		(42,354)		(28,084)		(35,154)
Net warehouse interest income - loans held for sale	$	9,667	$	14,396	$	17,936
Warehouse interest income - loans held for investment	$	13,044	$	12,406	$	17,741
Warehouse interest expense - loans held for investment		(6,934)		(4,694)		(6,351)
Net warehouse interest income - loans held for investment	$	6,110	$	7,712	$	11,390

Schedule of Contracts with Customers

Description (in thousands)	2022		2021		2020		Statement of income line item
Certain loan origination fees	$	157,153	$	186,986	$	64,528	Loan origination and debt brokerage fees, net
Property sales broker fees		120,582		119,981		38,108	Property sales broker fees
Investment management fees		71,931		25,637		10,713	Investment management fees
Application fees, appraisal revenues, subscription revenues, other revenues from LIHTC operations, and other revenues		80,304		30,920		12,286	Other revenues
Total revenues derived from contracts with customers	$	429,970	$	363,524	$	125,635

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MORTGAGE SERVICING RIGHTS (Tables)

12 Months Ended

Dec. 31, 2022

MORTGAGE SERVICING RIGHTS

Schedule of Activity Related to MSRs

	For the year ended December 31,
Roll Forward of MSRs (in thousands)	2022		2021
Beginning balance	$	953,845	$	862,813
Additions, following the sale of loan		244,259		313,376
Amortization		(189,211)		(176,428)
Pre-payments and write-offs		(33,667)		(45,916)
Ending balance	$	975,226	$	953,845

Summary of Components of Net Carrying Value of MSRs

Components of MSRs (in thousands)	December 31, 2022		December 31, 2021
Gross value	$	1,659,185	$	1,548,870
Accumulated amortization		(683,959)		(595,025)
Net carrying value	$	975,226	$	953,845

Schedule of Expected Amortization of MSRs

	Expected
(in thousands)	Amortization
Year Ending December 31,
2023	$	188,499
2024		172,303
2025		149,355
2026		124,381
2027		106,077
Thereafter		234,611
Total	$	975,226

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ALLOWANCE FOR RISK-SHARING OBLIGATIONS AND GUARANTY OBLIGATION (Tables)

12 Months Ended

Dec. 31, 2022

ALLOWANCE FOR RISK-SHARING OBLIGATIONS AND GUARANTY OBLIGATION

Summary of Allowance for Risk-Sharing Obligations

	For the year ended December 31,
Roll Forward of Allowance for Risk-Sharing Obligations (in thousands)	2022		2021
Beginning balance	$	62,636	$	75,313
Provision (benefit) for risk-sharing obligations		(13,948)		(12,677)
Write-offs		(4,631)		—
Ending balance	$	44,057	$	62,636

Schedule of CECL provision impact

		2022
CECL Calculation Details and Provision Impact		Q1		Q2		Q3		Q4		Total
Forecast-period loss rate (in basis points)		3.0		2.2		2.2		2.1		N/A
Reversion-period loss rate (in basis points)		2.0		1.7		1.7		1.7		N/A
Historical loss rate (in basis points)		1.2		1.2		1.2		1.2		N/A
At-risk Fannie Mae servicing portfolio UPB (in billions)	$	49.7	$	51.2	$	52.1	$	54.0		N/A
CECL allowance (in millions)	$	42.5	$	37.7	$	38.9	$	39.7		N/A
Provision (benefit) for risk-sharing obligations (in millions)	$	(9.4)	$	(4.8)	$	1.2	$	(0.9)	$	(13.9)

		2021
CECL Calculation Details and Provision Impact		Q1		Q2		Q3		Q4		Total
Forecast-period loss rate (in basis points)		4.0		3.0		3.0		3.0		N/A
Reversion-period loss rate (in basis points)		2.0		2.0		2.0		2.0		N/A
Historical loss rate (in basis points)		1.8		1.8		1.8		1.8		N/A
At-risk Fannie Mae servicing portfolio UPB (in billions)	$	45.4	$	45.9	$	47.0	$	48.0		N/A
CECL allowance (in millions)	$	57.0	$	52.8	$	54.0	$	52.3		N/A
Provision (benefit) for risk-sharing obligations (in millions)	$	(10.7)	$	(4.3)	$	1.3	$	1.0	$	(12.7)

		2020
CECL Calculation Details and Provision Impact		Q1		Q2		Q3		Q4		Total
Forecast-period loss rate (in basis points)		7.0		7.0		7.0		6.0		N/A
Reversion-period loss rate (in basis points)		1.8		1.8		1.8		1.8		N/A
Historical loss rate (in basis points)		1.8		1.8		1.8		1.8		N/A
At-risk Fannie Mae servicing portfolio UPB (in billions)	$	37.2	$	39.9	$	41.0	$	42.8		N/A
CECL allowance (in millions)	$	57.3	$	62.3	$	63.6	$	67.0		N/A
Provision (benefit) for risk-sharing obligations (in millions)	$	22.5	$	5.1	$	1.3	$	4.8	$	33.7

Schedule of Activity Related to Guaranty Obligation

	For the year ended December 31,
Roll Forward of Guaranty Obligation (in thousands)	2022		2021
Beginning balance	$	47,378	$	52,306
Additions, following the sale of loan		6,532		5,607
Amortization and write-offs		(9,960)		(10,535)
Ending balance	$	43,950	$	47,378

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DEBT (Tables)

12 Months Ended

Dec. 31, 2022

Debt

Schedule of Maturities of Warehouse Notes Payable and Note Payable

Year Ending December 31,	Maturities
2023	$	517,120
2024		38,930
2025		6,000
2026		6,000
2027		6,000
Thereafter		564,000
Total	$	1,138,050

Warehouse Facilities

Debt

Schedule of warehouse lines of credit

	December 31, 2022
(dollars in thousands)	Committed		Uncommitted		Total Facility		Outstanding
Facility	Amount		Amount		Capacity		Balance		Interest rate(1)
Agency Warehouse Facility #1	$	325,000	$	250,000	$	575,000	$	141,965	SOFR plus 1.30%
Agency Warehouse Facility #2		700,000		300,000		1,000,000		102,926	SOFR plus 1.30%
Agency Warehouse Facility #3		600,000		265,000		865,000		110,394	SOFR plus 1.35%
Agency Warehouse Facility #4		200,000		225,000		425,000		26,079	SOFR plus 1.30%
Agency Warehouse Facility #5		—		1,000,000		1,000,000		—	SOFR plus 1.45%
Total National Bank Agency Warehouse Facilities	$	1,825,000	$	2,040,000	$	3,865,000	$	381,364
Fannie Mae repurchase agreement, uncommitted line and open maturity		—		1,500,000		1,500,000		11,350
Total Agency Warehouse Facilities	$	1,825,000	$	3,540,000	$	5,365,000	$	392,714
Interim Warehouse Facility #1	$	135,000	$	—	$	135,000	$	—	SOFR plus 1.80%
Interim Warehouse Facility #2		100,000		—		100,000		—	SOFR plus 1.35% to 1.85%
Interim Warehouse Facility #3		200,000		—		200,000		127,009	30-day LIBOR plus 1.75% to 3.25%
Interim Warehouse Facility #4		19,810		—		19,810		18,410	SOFR plus 3.11%
Total National Bank Interim Warehouse Facilities	$	454,810	$	—	$	454,810	$	145,419
Tax Credit Equity Warehouse Facility	$	20,000	$	—	$	20,000	$	5,916	Daily SOFR plus 2.80%
Debt issuance costs		—		—		—		(603)
Total warehouse facilities	$	2,299,810	$	3,540,000	$	5,839,810	$	543,447

	December 31, 2021
(dollars in thousands)	Committed		Uncommitted		Total Facility		Outstanding
Facility	Amount		Amount		Capacity		Balance		Interest rate(1)
Agency Warehouse Facility #1	$	425,000	$	—	$	425,000	$	34,032	SOFR plus 1.30%
Agency Warehouse Facility #2		700,000		300,000		1,000,000		147,055	30-day LIBOR plus 1.30%
Agency Warehouse Facility #3		600,000		265,000		865,000		156,705	30-day LIBOR plus 1.30%
Agency Warehouse Facility #4		350,000		—		350,000		45,337	30-day LIBOR plus 1.30%
Agency Warehouse Facility #5		—		1,000,000		1,000,000		175,608	SOFR plus 1.45%
Agency Warehouse Facility #6		150,000		100,000		250,000		—	30-day LIBOR plus 1.40%
Agency Warehouse Facility #7		150,000		50,000		200,000		16,289	30-day LIBOR plus 1.30%
Total National Bank Agency Warehouse Facilities	$	2,375,000	$	1,715,000	$	4,090,000	$	575,026
Fannie Mae repurchase agreement, uncommitted line and open maturity		—		1,500,000		1,500,000		1,186,306
Total Agency Warehouse Facilities	$	2,375,000	$	3,215,000	$	5,590,000	$	1,761,332
Interim Warehouse Facility #1	$	135,000	$	—	$	135,000	$	—	30-day LIBOR plus 1.90%
Interim Warehouse Facility #2		100,000		—		100,000		—	30-day LIBOR plus 1.65% to 2.00%
Interim Warehouse Facility #3		200,000		—		200,000		153,009	30-day LIBOR plus 1.75% to 3.25%
Interim Warehouse Facility #4		19,810		—		19,810		19,810	30-day LIBOR plus 3.00%
Total National Bank Interim Warehouse Facilities	$	454,810	$	—	$	454,810	$	172,819
Tax Credit Equity Warehouse Facility		30,000		—		30,000	$	8,296	Daily LIBOR plus 3.00%
Debt issuance costs		—		—		—		(875)
Total warehouse facilities	$	2,829,810	$	3,215,000	$	6,074,810	$	1,941,572

(1) Interest rate presented does not include the effect of interest rate floors.

Notes Payable

Debt

Schedule of notes payable

(in thousands, unless otherwise specified)	December 31,
	2022		2021		Interest rate and repayments
Term Loan Note Payable
Unpaid principal balance	$	594,000	$	600,000	Interest rate varies - see above for further details;
Unamortized debt discount		(1,270)		(1,491)	Quarterly principal payments of $1.5 million and $0.8 million, respectively
Unamortized debt issuance costs		(7,594)		(8,914)
Carrying balance	$	585,136	$	589,595
Alliant Note Payable
Unpaid principal balance	$	114,546	$	145,175	4.75% Fixed-rate
Fair value adjustment(1)		4,421		5,404
Carrying balance	$	118,967	$	150,579
Total Notes Payable Carrying Balance	$	704,103	$	740,174

(1) Fair value adjustment related to the acquisition of Alliant.

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GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2022

GOODWILL AND OTHER INTANGIBLE ASSETS

Schedule of Goodwill

	For the year ended December 31,
Roll Forward of Goodwill (in thousands)	2022		2021
Beginning balance	$	698,635	$	248,958
Additions from acquisitions		222,670		449,677
Measurement-period adjustments		38,407		—
Impairment		—		—
Ending balance	$	959,712	$	698,635

	As of
Goodwill by Reportable Segment (in thousands)	December 31, 2022
Capital Markets	$	520,191
Servicing & Asset Management		439,521
Corporate		—
Ending balance	$	959,712

Schedule of Other Intangible Assets

	For the year ended December 31,
Roll Forward of Other Intangible Assets (in thousands)	2022		2021
Beginning balance	$	183,904	$	1,880
Additions from acquisitions		31,000		185,361
Amortization		(16,261)		(3,337)
Ending balance	$	198,643	$	183,904

Components of Other Intangible Assets (in thousands)	December 31, 2022		December 31, 2021
Gross value	$	220,682	$	189,682
Accumulated amortization		(22,039)		(5,778)
Net carrying value	$	198,643	$	183,904

Schedule of Expected Amortization of Other Intangible Assets

	Expected
(in thousands)	Amortization
Year Ending December 31,
2023	$	17,263
2024		16,206
2025		16,206
2026		16,206
2027		16,206
Thereafter		116,556
Total	$	198,643

Schedule of Contingent Liability

	For the year ended December 31,
Roll Forward of Contingent Consideration Liabilities (in thousands)	2022		2021
Beginning balance	$	125,808	$	28,829
Additions		117,955		93,304
Accretion		4,642		2,866
Fair value adjustments		(13,512)		6,889
Payments		(34,547)		(6,080)
Ending balance	$	200,346	$	125,808

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FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2022

FAIR VALUE MEASUREMENTS

Summary of Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis

							Balance as of
(in thousands)	Level 1		Level 2		Level 3		Period End
December 31, 2022
Assets
Loans held for sale	$	—	$	396,344	$	—	$	396,344
Pledged securities		14,658		142,624		—		157,282
Derivative assets		—		—		17,636		17,636
Total	$	14,658	$	538,968	$	17,636	$	571,262
Liabilities
Derivative liabilities	$	—	$	—	$	2,076	$	2,076
Contingent consideration liabilities		—		—		200,346		200,346
Total	$	—	$	—	$	202,422	$	202,422
December 31, 2021
Assets
Loans held for sale	$	—	$	1,811,586	$	—	$	1,811,586
Pledged securities		44,733		104,263		—		148,996
Derivative assets		—		—		37,364		37,364
Total	$	44,733	$	1,915,849	$	37,364	$	1,997,946
Liabilities
Derivative liabilities	$	—	$	—	$	6,403	$	6,403
Contingent consideration liabilities		—		—		125,808		125,808
Total	$	—	$	—	$	132,211	$	132,211

Schedule of Roll Forward of Derivative Instruments

	For the year ended December 31,
Derivative Assets and Liabilities, net (in thousands)	2022		2021
Beginning balance	$	30,961	$	44,720
Settlements		(555,168)		(746,918)
Realized gains recorded in earnings(1)		524,207		702,198
Unrealized gains (losses) recorded in earnings(1)		15,560		30,961
Ending balance	$	15,560	$	30,961

(1) Realized and unrealized gains from derivatives are recognized in Loan origination and debt brokerage fees, net and Fair value of expected net cash flows from servicing, net in the Consolidated Statements of Income.

Schedule of Significant Unobservable Inputs Used in the Measurement of the Fair Value of Level 3 Assets and Liabilities

	Quantitative Information about Level 3 Fair Value Measurements
(in thousands)	Fair Value		Valuation Technique	Unobservable Input (1)	Input Range (1)	Weighted Average (3)
Derivative assets	$	17,636	Discounted cash flow	Counterparty credit risk	—	—
Derivative liabilities	$	2,076	Discounted cash flow	Counterparty credit risk	—	—
Contingent consideration liabilities	$	200,346	Monte Carlo Simulation(2)	Probability of earn-out achievement	64% - 100%	77%

(1) Significant changes in this input may lead to significant changes in the fair value measurements.

(2) Valuation techniques used include probability-weighted achievement analysis and Monte Carlo simulation.

(3) Contingent consideration weighted based on maximum gross earnout amount.

Schedule of Carrying Amounts and the Fair Values of the Company's Financial Instruments

	December 31, 2022				December 31, 2021
	Carrying		Fair		Carrying		Fair
(in thousands)	Amount		Value		Amount		Value
Financial Assets:
Cash and cash equivalents	$	225,949	$	225,949	$	305,635	$	305,635
Restricted cash		17,676		17,676		42,812		42,812
Pledged securities		157,282		157,282		148,996		148,996
Loans held for sale		396,344		396,344		1,811,586		1,811,586
Loans held for investment, net		200,247		200,900		269,125		270,826
Derivative assets(1)		17,636		17,636		37,364		37,364
Total financial assets	$	1,015,134	$	1,015,787	$	2,615,518	$	2,617,219
Financial Liabilities:
Derivative liabilities(2)	$	2,076	$	2,076	$	6,403	$	6,403
Contingent consideration liabilities(2)		200,346		200,346		125,808		125,808
Warehouse notes payable		543,447		544,050		1,941,572		1,942,448
Notes payable		704,103		708,546		740,174		745,175
Total financial liabilities	$	1,449,972	$	1,455,018	$	2,813,957	$	2,819,834

(1) Included as a component of Other Assets on the Consolidated Balance Sheets.

(2) Included as a component of Other Liabilities on the Consolidated Balance Sheets.

Schedule of Fair Value of Derivative Instruments and Loans Held for Sale

			Fair Value Adjustment Components						Balance Sheet Location
													Fair Value
	Notional or		Estimated				Total						Adjustment
	Principal		Gain		Interest Rate		Fair Value		Derivative		Derivative		to Loans
(in thousands)	Amount		on Sale		Movement		Adjustment		Assets		Liabilities		Held for Sale
December 31, 2022
Rate lock commitments	$	376,870	$	12,349	$	(4,495)	$	7,854	$	7,854	$	—	$	—
Forward sale contracts		769,585		—		7,706		7,706		9,782		(2,076)		—
Loans held for sale		392,715		6,840		(3,211)		3,629		—		—		3,629
Total			$	19,189	$	—	$	19,189	$	17,636	$	(2,076)	$	3,629
December 31, 2021
Rate lock commitments	$	1,115,829	$	29,837	$	(4,604)	$	25,233	$	26,526	$	(1,293)	$	—
Forward sale contracts		2,881,224		—		5,728		5,728		10,838		(5,110)		—
Loans held for sale		1,765,395		47,315		(1,124)		46,191		—		—		46,191
Total			$	77,152	$	—	$	77,152	$	37,364	$	(6,403)	$	46,191

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FANNIE MAE COMMITMENTS AND PLEDGED SECURITIES (Tables)

12 Months Ended

Dec. 31, 2022

FANNIE MAE COMMITMENTS AND PLEDGED SECURITIES

Schedule of Pledged Securities at Fair Value

	December 31,
Pledged Securities (in thousands)	2022		2021		2020		2019
Restricted cash	$	5,788	$	3,779	$	4,954	$	2,150
Money market funds		8,870		40,954		12,519		5,054
Total pledged cash and cash equivalents	$	14,658	$	44,733	$	17,473	$	7,204
Agency MBS		142,624		104,263		119,763		114,563
Total pledged securities, at fair value	$	157,282	$	148,996	$	137,236	$	121,767

Schedule of Investment Information Related to AFS Agency MBS

Fair Value and Amortized Cost of Agency MBS (in thousands)	December 31, 2022		December 31, 2021
Fair value	$	142,624	$	104,263
Amortized cost		144,801		100,847
Total gains for securities with net gains in AOCI		797		3,636
Total losses for securities with net losses in AOCI		(2,974)		(220)
Fair value of securities with unrealized losses		118,565		4,757

Schedule of Contractual Maturity Information Related to Agency MBS

	December 31, 2022
Detail of Agency MBS Maturities (in thousands)	Fair Value		Amortized Cost
Within one year	$	—	$	—
After one year through five years		15,445		15,500
After five years through ten years		104,509		105,515
After ten years		22,670		23,786
Total	$	142,624	$	144,801

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SHARE-BASED PAYMENT (Tables)

12 Months Ended

Dec. 31, 2022

SHARE-BASED PAYMENT

Schedule of stock compensation expense

	For the year ended December 31,
Components of stock compensation expense (in thousands)	2022		2021		2020
Restricted shares	$	29,650	$	25,520	$	18,924
Stock options		—		—		71
PSP "RSUs"		4,337		11,062		9,324
Total stock compensation expense	$	33,987	$	36,582	$	28,319
Excess tax benefit recognized	$	6,106	$	8,620	$	7,273

Schedule of restricted share activity

		Weighted-
		Average
		Grant-date
Restricted Shares Activity	Shares	Fair Value
Nonvested at January 1, 2022	1,122,693	$	77.70
Granted	263,852		110.98
Vested	(402,937)		70.20
Forfeited	(26,440)		88.39
Nonvested at December 31, 2022	957,168	$	89.69

Schedule of restricted share units activity

		Weighted-
		Average
		Grant-date
Restricted Share Units Activity	Share Units	Fair Value
Nonvested at January 1, 2022	778,546	$	67.66
Granted	233,052		130.26
Vested	(210,022)		139.75
Forfeited	(107,917)		94.10
Cancelled	(878)		67.13
Nonvested at December 31, 2022	692,781	$	89.67

Schedule of stock option activity

				Weighted-
		Weighted-		Average	Aggregate
		Average		Remaining	Intrinsic
		Exercise		Contract Life	Value
Stock Options Activity	Options	Price		(Years)	(in thousands)
Outstanding at January 1, 2022	234,006	$	22.25
Exercised	(16,181)		20.86
Outstanding at December 31, 2022	217,825	$	22.35		$
Exercisable at December 31, 2022	217,825	$	22.35	2.7	$	12,227

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EARNINGS PER SHARE AND STOCKHOLDERS EQUITY (Tables)

12 Months Ended

Dec. 31, 2022

EARNINGS PER SHARE AND STOCKHOLDERS' EQUITY

Schedule of basic and diluted EPS under two-class method

	For the years ended December 31,
EPS Calculations (in thousands, except per share amounts)	2022		2021		2020
Calculation of basic EPS
Walker & Dunlop net income	$	213,820	$	265,762	$	246,177
Less: dividends and undistributed earnings allocated to participating securities		6,100		8,837		7,337
Net income applicable to common stockholders	$	207,720	$	256,925	$	238,840
Weighted-average basic shares outstanding		32,326		31,081		30,444
Basic EPS	$	6.43	$	8.27	$	7.85
Calculation of diluted EPS
Net income applicable to common stockholders	$	207,720	$	256,925	$	238,840
Add: reallocation of dividends and undistributed earnings based on assumed conversion		41		93		120
Net income allocated to common stockholders	$	207,761	$	257,018	$	238,960
Weighted-average basic shares outstanding		32,326		31,081		30,444
Add: weighted-average diluted non-participating securities		361		452		639
Weighted-average diluted shares outstanding		32,687		31,533		31,083
Diluted EPS	$	6.36	$	8.15	$	7.69

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INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2022

INCOME TAXES

Summary of provision for income taxes

	For the year ended December 31,
Components of Income Tax Expense (in thousands)	2022		2021		2020
Current
Federal	$	23,014	$	40,025	$	26,854
State		11,065		12,181		10,294
International		3,516		—		—
Total current expense	$	37,595	$	52,206	$	37,148
Deferred
Federal	$	19,114	$	26,630	$	37,354
State		3,775		7,592		9,811
International		(4,450)		—		—
Total deferred expense	$	18,439	$	34,222	$	47,165
Total income tax expense	$	56,034	$	86,428	$	84,313

Schedule of reconciliation of the statutory federal tax provision to income tax provision

	For the year ended December 31,
(in thousands)	2022		2021		2020
Statutory federal expense	$	56,350	$	73,932	$	69,356
Statutory state income tax expense, net of federal tax benefit		13,567		16,409		13,828
Excess tax benefits, net of federal tax impact		(6,106)		(8,620)		(7,273)
Tax benefit of Apprise revaluation gain		(10,329)		—		—
Other		2,552		4,707		8,402
Income tax expense	$	56,034	$	86,428	$	84,313

Schedule of deferred tax assets and liabilities

	As of December 31,
Components of Deferred Tax Liabilities, Net (in thousands)	2022		2021
Deferred Tax Assets
Compensation related	$	(333)	$	5,811
Credit losses		12,425		16,748
Total deferred tax assets	$	12,092	$	22,559
Deferred Tax Liabilities
Mark-to-market of derivatives and loans held for sale	$	(3,583)	$	(16,874)
Mortgage servicing rights related		(218,767)		(208,718)
Acquisition related (1)		(24,673)		(12,977)
Depreciation		(6,261)		(2,317)
Other		(2,293)		(6,913)
Total deferred tax liabilities	$	(255,577)	$	(247,799)
Deferred tax liabilities, net	$	(243,485)	$	(225,240)

(1) Acquisition-related deferred tax liabilities consist of book-to-tax differences associated with basis step ups related to the amortization of goodwill recorded from acquisitions and book-to-tax differences in intangible asset amortization.

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SEGMENTS (Tables)

12 Months Ended

Dec. 31, 2022

SEGMENTS

Schedule of segment results and total assets

	As of and for the year ended December 31, 2022
Segment Results and Total Assets					Servicing &
(in thousands)			Capital		Asset
			Markets		Management		Corporate		Consolidated
Revenues
Loan origination and debt brokerage fees, net		$	345,779	$	2,228	$	—	$	348,007
Fair value of expected net cash flows from servicing, net			191,760		—		—		191,760
Servicing fees			—		300,191		—		300,191
Property sales broker fees			120,582		—		—		120,582
Investment management fees			—		71,931		—		71,931
Net warehouse interest income			9,667		6,110		—		15,777
Escrow earnings and other interest income			—		51,010		1,820		52,830
Other revenues			41,046		75,960		40,669		157,675
Total revenues		$	708,834	$	507,430	$	42,489	$	1,258,753
Expenses
Personnel		$	485,958	$	69,970	$	51,438	$	607,366
Amortization and depreciation			3,084		225,515		6,432		235,031
Provision (benefit) for credit losses			—		(11,978)		—		(11,978)
Interest expense on corporate debt			8,647		23,621		1,965		34,233
Other operating expenses			11,817		30,738		86,581		129,136
Total expenses		$	509,506	$	337,866	$	146,416	$	993,788
Income from operations		$	199,328	$	169,564	$	(103,927)	$	264,965
Income tax expense (benefit)			42,153		35,859		(21,978)		56,034
Net income before noncontrolling interests		$	157,175	$	133,705	$	(81,949)	$	208,931
Less: net income (loss) from noncontrolling interests			1,097		(5,986)		—		(4,889)
Walker & Dunlop net income		$	156,078	$	139,691	$	(81,949)	$	213,820
Total assets		$	1,051,437	$	2,539,013	$	454,909	$	4,045,359

	As of and for the year ended December 31, 2021
Segment Results and Total Assets					Servicing &
(in thousands)			Capital		Asset
			Markets		Management		Corporate		Consolidated
Revenues
Loan origination and debt brokerage fees, net		$	440,044	$	5,970	$	—	$	446,014
Fair value of expected net cash flows from servicing, net			287,145		—		—		287,145
Servicing fees			—		278,466		—		278,466
Property sales broker fees			119,981		—		—		119,981
Investment management fees			—		25,637		—		25,637
Net warehouse interest income			14,396		7,712		—		22,108
Escrow earnings and other interest income			—		7,776		374		8,150
Other revenues			20,458		52,916		(1,697)		71,677
Total revenues		$	882,024	$	378,477	$	(1,323)	$	1,259,178
Expenses
Personnel		$	500,052	$	36,412	$	67,023	$	603,487
Amortization and depreciation			2,877		203,118		4,289		210,284
Provision (benefit) for credit losses			—		(13,287)		—		(13,287)
Interest expense on corporate debt			5,078		1,749		1,154		7,981
Other operating expenses			26,420		11,401		60,834		98,655
Total expenses		$	534,427	$	239,393	$	133,300	$	907,120
Income from operations		$	347,597	$	139,084	$	(134,623)	$	352,058
Income tax expense (benefit)			85,333		34,144		(33,049)		86,428
Net income before noncontrolling interests		$	262,264	$	104,940	$	(101,574)	$	265,630
Less: net income (loss) from noncontrolling interests			70		(202)		—		(132)
Walker & Dunlop net income		$	262,194	$	105,142	$	(101,574)	$	265,762
Total assets		$	2,263,907	$	2,430,137	$	511,945	$	5,205,989

	As of and for the year ended December 31, 2020
Segment Results and Total Assets					Servicing &
(in thousands)			Capital		Asset
			Markets		Management		Corporate		Consolidated
Revenues
Loan origination and debt brokerage fees, net		$	357,106	$	1,955	$	—	$	359,061
Fair value of expected net cash flows from servicing, net			358,000		—		—		358,000
Servicing fees			—		235,801		—		235,801
Property sales broker fees			38,108		—		—		38,108
Investment management fees			—		10,713		—		10,713
Net warehouse interest income			17,936		11,390		—		29,326
Escrow earnings and other interest income			—		16,948		1,307		18,255
Other revenues			9,335		26,553		(1,445)		34,443
Total revenues		$	780,485	$	303,360	$	(138)	$	1,083,707
Expenses
Personnel		$	367,668	$	29,469	$	71,682	$	468,819
Amortization and depreciation			70		164,884		4,057		169,011
Provision (benefit) for credit losses			—		37,479		—		37,479
Interest expense on corporate debt			5,773		1,465		1,312		8,550
Other operating expenses			11,988		9,700		47,894		69,582
Total expenses		$	385,499	$	242,997	$	124,945	$	753,441
Income from operations		$	394,986	$	60,363	$	(125,083)	$	330,266
Income tax expense (benefit)			100,835		15,410		(31,932)		84,313
Net income before noncontrolling interests		$	294,151	$	44,953	$	(93,151)	$	245,953
Less: net income (loss) from noncontrolling interests			—		(224)		—		(224)
Walker & Dunlop net income		$	294,151	$	45,177	$	(93,151)	$	246,177
Total assets		$	2,782,535	$	1,431,481	$	436,959	$	4,650,975

Schedule of loans serviced for others, by product

	As of December 31,
Customers of Loan Servicing Portfolio (in thousands)	2022		2021		2020
Fannie Mae	$	59,226,168	$	53,401,457	$	48,818,185
Freddie Mac		37,819,256		37,138,836		37,072,587
Ginnie Mae-HUD		9,868,453		9,889,289		9,606,506
Other		16,219,978		15,270,982		11,714,694
Total	$	123,133,855	$	115,700,564	$	107,211,972

Schedule of percentage of unpaid principal balance of the loans serviced for others

	Percent of Total UPB as of December 31,
Loan Servicing Portfolio Concentration by State	2022		2021		2020
California	16.1	%	16.1	%	16.2	%
Texas	11.7		8.6		8.8
Florida	10.5		10.0		10.4
Georgia	5.8		5.9		5.9
All other states	55.9		59.4		58.7
Total	100.0	%	100.0	%	100.0	%

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LEASES (Tables)

12 Months Ended

Dec. 31, 2022

LEASES

Schedule of lease information

	For year ended December 31,
Operating Lease Arrangements (dollars in thousands)	2022		2021		2020
Operating Leases
Right-of-use assets	$	60,830	$	24,825	$	17,405
Lease Liabilities		79,623		29,523		22,579
Weighted-average remaining lease term		10.2 years		4.0 years		3.2 years
Weighted-average discount rate		2.9%		3.3%		4.6%
Operating Lease Expenses
Single lease costs	$	16,371	$	9,435	$	8,856
Cash paid for amounts included in the measurement of lease liabilities		10,093		9,617		8,833
Right-of-use assets obtained in exchange for new lease obligations		54,557		13,215		1,488

Schedule of maturities of lease liabilities

Year Ending December 31,
2023	$	11,652
2024		9,864
2025		8,224
2026		8,229
Thereafter		55,249
Total lease payments	$	93,218
Less imputed interest		(13,595)
Total	$	79,623

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OTHER ASSETS AND LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2022

OTHER ASSETS AND LIABILITIES

Schedule of other assets

	As of December 31,
Components of Other Assets (in thousands)	2022		2021
Equity-method investments	$	198,848	$	164,864
Derivative assets		17,636		37,364
Right of use asset		60,830		24,825
Property and equipment, net		33,928		72,744
Prepaid expenses		98,587		85,767
All other		48,046		16,546
Total	$	457,875	$	402,110

Schedule of other liabilities

	As of December 31,
Components of Other Liabilities (in thousands)	2022		2021
Contingent consideration liabilities	$	200,346	$	125,808
Derivative liabilities		2,076		6,403
Lease liability		79,623		29,523
Guaranty obligation, net		43,950		47,378
Accrued expenses		115,878		160,717
All other		112,284		125,584
Total	$	554,157	$	495,413

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OTHER REVENUES AND OTHER OPERATING EXPENSES (Tables)

12 Months Ended

Dec. 31, 2022

OTHER REVENUES AND OTHER OPERATING EXPENSES

Summary of major components of other revenues

	For the year ended December 31,
Components of Other Revenues (in thousands)	2022		2021		2020
Prepayment fees	$	26,451	$	40,138	$	22,031
Assumption and application fees		9,073		10,811		8,766
Housing market research subscription revenue (1)		21,852		8,744		—
Syndication and other LIHTC revenue (2)		36,757		6,706		—
Apprise revaluation gain (3)		39,641		—		—
All other		23,901		5,278		3,646
Total	$	157,675	$	71,677	$	34,443

(1) Housing market research subscription revenue generated from Zelman which was acquired in July 2021.  

(2) Syndication and other LIHTC revenue generated from Alliant which was acquired in December 2021.

(3) One-time non-cash remeasurement gain of Apprise in 2022 from the GeoPhy acquisition (as discussed in NOTE 7).

Summary of major components of other operating expenses

	For the year ended December 31,
Components of Other Operating Expenses (in thousands)	2022		2021		2020
Professional fees	$	35,428	$	26,920	$	18,345
Travel and entertainment		15,742		7,203		4,685
Rent (1)		18,832		11,262		10,486
Marketing and preferred broker		14,840		12,526		9,139
Office and software expenses		24,145		15,056		17,360
All other		20,149		25,688		9,567
Total	$	129,136	$	98,655	$	69,582

(1) Includes single lease cost and other related expenses (common-area maintenance and other miscellaneous charges).

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VARIABLE INTEREST ENTITIES (Tables)

12 Months Ended

Dec. 31, 2022

Consolidated VIEs

Schedule of the carrying value and classification of assets and liabilities of VIEs

Consolidated VIEs (in thousands)		December 31, 2022		December 31, 2021
Assets:
Cash and cash equivalents	$	201	$	—
Restricted cash		1,532		—
Receivables, net		33,593		—
Other Assets		49,768		54,880
Total assets of consolidated VIEs	$	85,094	$	54,880
Liabilities:
Other liabilities	$	39,148	$	36,480
Total liabilities of consolidated VIEs	$	39,148	$	36,480

Nonconsolidated VIEs

Schedule of the carrying value and classification of assets and liabilities of VIEs

Nonconsolidated VIEs (in thousands)		December 31, 2022		December 31, 2021
Assets
Committed investments in tax credit equity	$	254,154	$	177,322
Other assets: Equity-method investments		57,981		74,997
Total interests in nonconsolidated VIEs	$	312,135	$	252,319
Liabilities
Commitments to fund investments in tax credit equity	$	239,281	$	162,747
Total commitments to fund nonconsolidated VIEs	$	239,281	$	162,747
Maximum exposure to losses(1)(2)	$	312,135	$	252,319

(1) Prior to the Alliant acquisition in the fourth quarter of 2021, the Company did not have an interest in any VIEs.

(2) Maximum exposure determined as Total interests in nonconsolidated VIEs. The maximum exposure for the Company’s investments in tax credit equity is limited to the carrying value of its investment, as there are no funding obligations or other commitments related to the nonconsolidated VIEs other than the amounts presented in the table above.

(3) Based on historical experience and the underlying expected cash flows from the underlying investment, the maximum exposure of loss is not representative of the actual loss, if any, that the Company may incur.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Derivative Assets and Liabilities (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Mortgage Banking Activities
Co-broker fees	$ 17.3	$ 21.0	$ 33.1
OMSRs | Minimum
Mortgage Banking Activities
Discount rate used for estimated capitalized MSRs (as a percent)	8.00%	8.00%	10.00%
Reduction in estimated life of originated MSRs	6 months
OMSRs | Maximum
Mortgage Banking Activities
Discount rate used for estimated capitalized MSRs (as a percent)	14.00%	14.00%	15.00%
Reduction in estimated life of originated MSRs	12 months

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Allowance for Risk Sharing Obligations (Details)	12 Months Ended
	Dec. 31, 2022
Debt
Reasonable and supportable forecast period used for determining CECL reserves	1 year
Period of time rate reverts to historical rate	1 year
Fannie Mae DUS program | Maximum
Debt
Term of targeted debt	15 years
Maximum delinquency period of loans at which initial loss recognition occurs	60 days
Amount of loss absorbed at time of loan default as a percent of the origination unpaid principal balance	20.00%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill (Detail)	12 Months Ended
	Dec. 31, 2022 segment
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of reporting units	4
Contingent consideration liability earnout period	4 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Provision for Credit Losses (Details) - USD ($) $ in Thousands	3 Months Ended												12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Components of Provision for Credit Losses
Provision (benefit) for loan losses													$ 1,970	$ (610)	$ 3,739
Provision (benefit) for risk-sharing obligations	$ (900)	$ 1,200	$ (4,800)	$ (9,400)	$ 1,000	$ 1,300	$ (4,300)	$ (10,700)	$ 4,800	$ 1,300	$ 5,100	$ 22,500	(13,948)	(12,677)	33,740
Provision (benefit) for credit losses													$ (11,978)	$ (13,287)	$ 37,479

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Loans Held-for-Sale (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Loans Held for Sale
Loans Held-for-Sale
Period of originated loans within which they are transferred or sold	60 days
Loans held for sale carried at lower of cost or fair value	$ 0	$ 0
Loans, non-accrual status	$ 0	$ 0
Mortgage Loans
Loans Held-for-Sale
Period of originated loans within which they are transferred or sold	60 days

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Share-Based Payment (Detail)	12 Months Ended
	Dec. 31, 2022
Restricted Stock Units (RSUs) | PSP
Fair value assumptions, Black-Scholes
Vesting period	3 years
Restricted Shares | Officers And Employees
Fair value assumptions, Black-Scholes
Vesting period	3 years
Restricted Shares | Officers And Employees | Minimum
Fair value assumptions, Black-Scholes
Vesting period	3 years
Restricted Shares | Non-Employee Directors
Fair value assumptions, Black-Scholes
Vesting period	1 year
Restricted Shares | Production Personnel | Minimum
Fair value assumptions, Black-Scholes
Vesting period	3 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Loans Held-for-Investment, Net (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) loan	Dec. 31, 2021 USD ($) loan	Dec. 31, 2020 USD ($)
Loans Held-for-Investment, Net
Reasonable and supportable forecast period used for determining CECL reserves	1 year
Loans Held for Investment
Transfers of financial assets accounted for as secured borrowings
Loan portfolio transferred to third party			$ 81.5
Other Liabilities
Transfers of financial assets accounted for as secured borrowings
Secured borrowing			$ 73.3
Loans Held for Investment
Loans Held-for-Investment, Net
Number of loans held for investment | loan	9	12
Unpaid principal balance of loans held for investment	$ 206.8	$ 274.5
Net unamortized deferred fees and costs	0.4	1.2
Financing receivable allowance for credit loss	$ 6.2	$ 4.2
Number of delinquent loans | loan	1	1
Loans held for investment, delinquent	$ 14.7	$ 14.7
Number of loans on nonaccrual status | loan	1	1
Loans, non-accrual status	$ 14.7	$ 14.7
Specific reserve for loan	5.9	3.7
Amortized cost of loans held for investment, current	191.7	$ 258.6
Loans originated in 2022	3.5
Loans originated in 2021	162.3
Loans originated in 2020	0.0
Loan originated in 2019	$ 26.3
Loans Held for Investment | Maximum
Loans Held-for-Investment, Net
Term of loans	3 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash Flows (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents
Cash and cash equivalents	$ 225,949	$ 305,635	$ 321,097	$ 120,685
Restricted cash	17,676	42,812	19,432	8,677
Total cash, cash equivalents, restricted cash, and restricted cash equivalents	258,283	393,180	358,002	136,566
Total pledged cash and cash equivalents
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents
Pledged cash and cash equivalents (NOTE 9)	$ 14,658	$ 44,733	$ 17,473	$ 7,204

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Warehouse Interest Income (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Loans Held for Sale
Net Warehouse Interest Income
Warehouse interest income	$ 52,021	$ 42,480	$ 53,090
Warehouse interest expense	(42,354)	(28,084)	(35,154)
Net warehouse interest income	9,667	14,396	17,936
Loans Held for Investment
Net Warehouse Interest Income
Warehouse interest income	13,044	12,406	17,741
Warehouse interest expense	(6,934)	(4,694)	(6,351)
Net warehouse interest income	6,110	7,712	$ 11,390
Secured Borrowings
Net Warehouse Interest Income
Warehouse interest income	$ 1,700	$ 3,400

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Contracts with Customers and Asset Management Fees (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Contracts with Customers
Revenue from contracts with customer	$ 429,970,000	$ 363,524,000	$ 125,635,000
Revenue from Contract with Customer, Product and Service [Extensible Enumeration]	Revenues	Revenues	Revenues
Cash and Cash Equivalents
Cash equivalents	$ 0	$ 0
Asset management fees
Asset management fee receivable	$ 43,000,000.0	$ 42,300,000
Minimum
Asset management fees
Compliance period for properties held in the LIHTC fund	10 years
Maximum
Asset management fees
Compliance period for properties held in the LIHTC fund	15 years
Mortgage Loans
Concentrations of Credit Risk
Period of originated loans within which they are transferred or sold	60 days
Loan origination and debt brokerage fees, Net
Contracts with Customers
Revenue from Contract with Customer, Product and Service [Extensible Enumeration]	Revenues	Revenues	Revenues
Loan Origination Fees
Contracts with Customers
Revenue from contracts with customer	$ 157,153,000	$ 186,986,000	$ 64,528,000
Property Sales Broker Fees
Contracts with Customers
Revenue from contracts with customer	$ 120,582,000	$ 119,981,000	$ 38,108,000
Revenue from Contract with Customer, Product and Service [Extensible Enumeration]	Revenues	Revenues	Revenues
Investment management fees
Contracts with Customers
Revenue from contracts with customer	$ 71,931,000	$ 25,637,000	$ 10,713,000
Revenue from Contract with Customer, Product and Service [Extensible Enumeration]	Revenues	Revenues	Revenues
Asset Management Fees
Contracts with Customers
Revenue from contracts with customer	$ 61,100,000
Other revenue
Contracts with Customers
Revenue from contracts with customer	$ 80,304,000	$ 30,920,000	$ 12,286,000
Revenue from Contract with Customer, Product and Service [Extensible Enumeration]	Revenues	Revenues	Revenues

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MORTGAGE SERVICING RIGHTS - Fair Value Disclosures (Detail) - MSRs - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Servicing
Fair value of the MSRs	$ 1,400.0	$ 1,300.0
Sensitivity Analysis of Fair Value, example 1, impact of percent adverse change in discount rate, percent	1.00%
Decrease in fair value as a result of 100 basis point increase in discount rate	$ 43.4
Sensitivity Analysis of Fair Value, example 2, impact of percent adverse change in discount rate, percent	2.00%
Decrease in fair value as a result of 200 basis point increase in discount rate	$ 83.9

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MORTGAGE SERVICING RIGHTS - Schedule of Activity Related to MSRs (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Mortgage Servicing Rights
Beginning balance	$ 953,845
Ending balance	975,226	$ 953,845
MSRs
Mortgage Servicing Rights
Beginning balance	953,845	862,813
Additions, following the sale of loan	244,259	313,376
Amortization	(189,211)	(176,428)
Pre-payments and write-offs	(33,667)	(45,916)
Ending balance	$ 975,226	$ 953,845

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MORTGAGE SERVICING RIGHTS - Summary of Components of Net Carrying Value of Acquired and Originated MSRs (Detail) - MSRs - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Mortgage Servicing Rights Acquired and Originated
Gross value	$ 1,659,185	$ 1,548,870
Accumulated amortization	(683,959)	(595,025)
Net carrying value	$ 975,226	$ 953,845

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MORTGAGE SERVICING RIGHTS - Schedule of Expected Amortization of MSRs (Detail) - MSRs - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Future amortization
2023	$ 188,499
2024	172,303
2025	149,355
2026	124,381
2027	106,077
Thereafter	234,611
Net carrying value	$ 975,226	$ 953,845

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MORTGAGE SERVICING RIGHTS - Prepayment fees and Other information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Servicing
Escrow earnings	$ 43,300	$ 5,600	$ 14,900
Other revenue
Servicing
Prepayment fees	$ 26,451	$ 40,138	$ 22,031
Escrow earnings and other interest income
Servicing
Ancillary Fee Income, Servicing Financial Asset, Statement of Income or Comprehensive Income [Extensible Enumeration]	Revenues	Revenues	Revenues
MSRs
Servicing
Prepayment fees	$ 26,500	$ 40,100	$ 22,000
Expected amortization period for net carrying value	7 years 1 month 6 days
MSRs | Other revenue
Servicing
Ancillary Fee Income, Servicing Financial Asset, Statement of Income or Comprehensive Income [Extensible Enumeration]	Revenues	Revenues	Revenues

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ALLOWANCE FOR RISK-SHARING OBLIGATIONS AND GUARANTY OBLIGATION - Summary of Allowance for Risk-Sharing Obligations (Detail) $ in Thousands	3 Months Ended												12 Months Ended
	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Sep. 30, 2020 USD ($)	Jun. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2022 USD ($) loan	Dec. 31, 2021 USD ($) loan	Dec. 31, 2020 USD ($)
Allowance for Risk-Sharing Contracts
Beginning balance				$ 62,636				$ 75,313					$ 62,636	$ 75,313
Provision (benefit) for risk-sharing obligations	$ (900)	$ 1,200	$ (4,800)	$ (9,400)	$ 1,000	$ 1,300	$ (4,300)	$ (10,700)	$ 4,800	$ 1,300	$ 5,100	$ 22,500	(13,948)	(12,677)	$ 33,740
Write-offs													(4,631)
Ending balance	44,057				62,636				75,313				$ 44,057	$ 62,636	75,313
Number of defaulted loans | loan													2	3
Amount of specific reserves placed on defaulted at risk loans	4,400				10,300								$ 4,400	$ 10,300
Reversion period used for determining CECL reserves													1 year
At risk servicing portfolio	123,133,855				115,700,564				$ 107,211,972				$ 123,133,855	115,700,564	$ 107,211,972
Fannie Mae DUS program
Allowance for Risk-Sharing Contracts
Maximum quantifiable contingent liability associated with guarantees	$ 11,000,000				$ 10,100,000								$ 11,000,000	$ 10,100,000
Fannie Mae DUS Program
Allowance for Risk-Sharing Contracts
Weighted average remaining life of the at risk servicing portfolio													7 years 2 months 12 days	7 years 6 months

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ALLOWANCE FOR RISK-SHARING OBLIGATIONS AND GUARANTY OBLIGATION - CECL Provision Impact (Details) $ in Thousands	3 Months Ended												12 Months Ended
	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Sep. 30, 2020 USD ($)	Jun. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Long-Duration Contracts, Assumptions by Product and Guarantee [Line Items]
Forecast-period loss rate	0.021	0.022	0.022	0.030	0.030	0.030	0.030	0.040	0.060	0.070	0.070	0.070
Reversion-period loss rate	0.017	0.017	0.017	0.020	0.020	0.020	0.020	0.020	0.018	0.018	0.018	0.018
Historical loss rate	0.012	0.012	0.012	0.012	0.018	0.018	0.018	0.018	0.018	0.018	0.018	0.018
CECL allowance	$ 39,700	$ 38,900	$ 37,700	$ 42,500	$ 52,300	$ 54,000	$ 52,800	$ 57,000	$ 67,000	$ 63,600	$ 62,300	$ 57,300
Provision (benefit) for risk-sharing obligations	(900)	1,200	(4,800)	(9,400)	1,000	1,300	(4,300)	(10,700)	4,800	1,300	5,100	22,500	$ (13,948)	$ (12,677)	$ 33,740
Fannie Mae DUS Program
Long-Duration Contracts, Assumptions by Product and Guarantee [Line Items]
At-risk Fannie Mae servicing portfolio UPB	$ 54,000,000	$ 52,100,000	$ 51,200,000	$ 49,700,000	$ 48,000,000	$ 47,000,000	$ 45,900,000	$ 45,400,000	$ 42,800,000	$ 41,000,000	$ 39,900,000	$ 37,200,000

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ALLOWANCE FOR RISK-SHARING OBLIGATIONS AND GUARANTY OBLIGATION - Schedule of Activity Related to Guaranty Obligation (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
ALLOWANCE FOR RISK-SHARING OBLIGATIONS AND GUARANTY OBLIGATION
Guaranty obligation, net of accumulated amortization - beginning balance	$ 47,378	$ 52,306
Additions, following the sale of loan	6,532	5,607
Amortization and write-offs	(9,960)	(10,535)
Guaranty obligation, net of accumulated amortization - ending balance	$ 43,950	$ 47,378

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SERVICING - (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Servicing
Servicing portfolio loans unpaid principal balance	$ 123,133,855	$ 115,700,564	$ 107,211,972
Loans serviced
Servicing
Servicing portfolio loans unpaid principal balance	123,100,000	115,700,000
Custodial escrow accounts	$ 2,700,000	$ 3,700,000

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DEBT - Summary Information (Detail) $ in Thousands	1 Months Ended	12 Months Ended
	Oct. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) facility loan	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Warehouse notes payable
Outstanding Balance		$ 543,447	$ 1,941,572
Warehouse Facilities
Warehouse notes payable
Committed Amount		2,299,810	2,829,810
Uncommitted Amount		3,540,000	3,215,000
Total Facility Capacity		5,839,810	6,074,810
Outstanding Balance		543,447	1,941,572
Debt issuance costs		(603)	(875)
Interest expense		49,300	34,500	$ 45,000
Facility fees		3,600	3,800	4,100
Loans Held for Sale
Warehouse notes payable
Interest expense		42,354	28,084	35,154
Loans Held for Sale | Agency Warehouse Facility
Warehouse notes payable
Committed Amount		1,825,000	2,375,000
Uncommitted Amount		3,540,000	3,215,000
Total Facility Capacity		5,365,000	5,590,000
Outstanding Balance		392,714	1,761,332
Loans Held for Investment
Warehouse notes payable
Interest expense		$ 6,934	4,694	$ 6,351
National Banks | Agency Warehouse Facility
Warehouse notes payable
Number of credit facilities | facility		5
National Banks | Tax Credit Equity Warehouse Facility
Warehouse notes payable
Committed Amount	$ 20,000	$ 20,000	30,000
Total Facility Capacity		20,000	30,000
Outstanding Balance		$ 5,916	$ 8,296
Maturity date	Oct. 05, 2025
National Banks | Tax Credit Equity Warehouse Facility | SOFR
Warehouse notes payable
Percentage added to reference rate	2.80%	2.80%
National Banks | Tax Credit Equity Warehouse Facility | SOFR | Minimum
Warehouse notes payable
Interest rate floor	0.00%
National Banks | Tax Credit Equity Warehouse Facility | Daily LIBOR
Warehouse notes payable
Percentage added to reference rate			3.00%
National Banks | Loans Held for Sale | Agency Warehouse Facility
Warehouse notes payable
Committed Amount		$ 1,825,000	$ 2,375,000
Uncommitted Amount		2,040,000	1,715,000
Total Facility Capacity		3,865,000	4,090,000
Outstanding Balance		381,364	575,026
National Banks | Loans Held for Sale | Agency Warehouse Facility #1 | Agency Warehouse Facility
Warehouse notes payable
Committed Amount		325,000	425,000
Uncommitted Amount		250,000
Total Facility Capacity		575,000	425,000
Outstanding Balance		$ 141,965	$ 34,032
Maturity date		Aug. 30, 2023
Advances made as a percentage of the loan balance		100.00%
National Banks | Loans Held for Sale | Agency Warehouse Facility #1 | Agency Warehouse Facility | SOFR
Warehouse notes payable
Percentage added to reference rate		1.30%	1.30%
National Banks | Loans Held for Sale | Agency Warehouse Facility #2 | Agency Warehouse Facility
Warehouse notes payable
Committed Amount		$ 700,000	$ 700,000
Uncommitted Amount		300,000	300,000
Total Facility Capacity		1,000,000	1,000,000
Outstanding Balance		$ 102,926	$ 147,055
Maturity date		Apr. 13, 2023
Advances made as a percentage of the loan balance		100.00%
National Banks | Loans Held for Sale | Agency Warehouse Facility #2 | Agency Warehouse Facility | 30-day LIBOR
Warehouse notes payable
Percentage added to reference rate			1.30%
National Banks | Loans Held for Sale | Agency Warehouse Facility #2 | Agency Warehouse Facility | SOFR
Warehouse notes payable
Percentage added to reference rate		1.30%
National Banks | Loans Held for Sale | Agency Warehouse Facility #3 | 30-day LIBOR
Warehouse notes payable
Percentage added to reference rate			1.30%
National Banks | Loans Held for Sale | Agency Warehouse Facility #3 | Agency Warehouse Facility
Warehouse notes payable
Committed Amount		$ 600,000	$ 600,000
Uncommitted Amount		265,000	265,000
Total Facility Capacity		865,000	865,000
Outstanding Balance		$ 110,394	$ 156,705
Maturity date		May 15, 2023
Advances made as a percentage of the loan balance		100.00%
National Banks | Loans Held for Sale | Agency Warehouse Facility #3 | Agency Warehouse Facility | 30-day LIBOR
Warehouse notes payable
Percentage added to reference rate			1.30%
National Banks | Loans Held for Sale | Agency Warehouse Facility #3 | Agency Warehouse Facility | SOFR
Warehouse notes payable
Percentage added to reference rate		1.35%
National Banks | Loans Held for Sale | Agency Warehouse Facility #3 | Agency Warehouse Facility | SOFR | Minimum
Warehouse notes payable
Interest rate floor		0.15%
National Banks | Loans Held for Sale | Agency Warehouse Facility #4 | Agency Warehouse Facility
Warehouse notes payable
Committed Amount		$ 200,000	$ 350,000
Uncommitted Amount		225,000
Total Facility Capacity		425,000	350,000
Outstanding Balance		$ 26,079	$ 45,337
Maturity date		Jun. 22, 2023
Advances made as a percentage of the loan balance		100.00%
National Banks | Loans Held for Sale | Agency Warehouse Facility #4 | Agency Warehouse Facility | 30-day LIBOR
Warehouse notes payable
Percentage added to reference rate			1.30%
National Banks | Loans Held for Sale | Agency Warehouse Facility #4 | Agency Warehouse Facility | SOFR
Warehouse notes payable
Percentage added to reference rate		1.30%
National Banks | Loans Held for Sale | Agency Warehouse Facility #4, Defaulted FHA Sublimit | Agency Warehouse Facility
Warehouse notes payable
Committed Amount		$ 75,000
National Banks | Loans Held for Sale | Agency Warehouse Facility #5 | Agency Warehouse Facility
Warehouse notes payable
Uncommitted Amount		1,000,000	$ 1,000,000
Total Facility Capacity		$ 1,000,000	1,000,000
Outstanding Balance			$ 175,608
Maturity date		Sep. 14, 2023
Advances made as a percentage of the loan balance		100.00%
National Banks | Loans Held for Sale | Agency Warehouse Facility #5 | Agency Warehouse Facility | SOFR
Warehouse notes payable
Percentage added to reference rate		1.45%	1.45%
National Banks | Loans Held for Sale | Agency Warehouse Facility #6 | Agency Warehouse Facility
Warehouse notes payable
Committed Amount			$ 150,000
Uncommitted Amount			100,000
Total Facility Capacity			$ 250,000
National Banks | Loans Held for Sale | Agency Warehouse Facility #6 | Agency Warehouse Facility | 30-day LIBOR
Warehouse notes payable
Percentage added to reference rate			1.40%
National Banks | Loans Held for Sale | Agency Warehouse Facility #7 | Agency Warehouse Facility
Warehouse notes payable
Committed Amount			$ 150,000
Uncommitted Amount			50,000
Total Facility Capacity			200,000
Outstanding Balance			$ 16,289
National Banks | Loans Held for Sale | Agency Warehouse Facility #7 | Agency Warehouse Facility | 30-day LIBOR
Warehouse notes payable
Percentage added to reference rate			1.30%
National Banks | Loans Held for Investment | Interim Warehouse Facility
Warehouse notes payable
Number of credit facilities | facility		4
Committed Amount		$ 454,810	$ 454,810
Total Facility Capacity		454,810	454,810
Outstanding Balance		145,419	172,819
National Banks | Loans Held for Investment | Interim Warehouse Facility #1 | Interim Warehouse Facility
Warehouse notes payable
Committed Amount		135,000	135,000
Total Facility Capacity		$ 135,000	$ 135,000
Maturity date		May 15, 2023
National Banks | Loans Held for Investment | Interim Warehouse Facility #1 | Interim Warehouse Facility | Maximum
Warehouse notes payable
Term over which funding of first mortgage loans on multi-family real estate properties can be made using a combination of available cash and facility advances		3 years
National Banks | Loans Held for Investment | Interim Warehouse Facility #1 | Interim Warehouse Facility | 30-day LIBOR
Warehouse notes payable
Percentage added to reference rate			1.90%
National Banks | Loans Held for Investment | Interim Warehouse Facility #1 | Interim Warehouse Facility | SOFR
Warehouse notes payable
Percentage added to reference rate		1.80%
National Banks | Loans Held for Investment | Interim Warehouse Facility #2 | Interim Warehouse Facility
Warehouse notes payable
Committed Amount		$ 100,000	$ 100,000
Total Facility Capacity		$ 100,000	$ 100,000
Maturity date		Dec. 13, 2023
National Banks | Loans Held for Investment | Interim Warehouse Facility #2 | Interim Warehouse Facility | Maximum
Warehouse notes payable
Term over which funding of first mortgage loans on multi-family real estate properties can be made using a combination of available cash and facility advances		3 years
National Banks | Loans Held for Investment | Interim Warehouse Facility #2 | Interim Warehouse Facility | 30-day LIBOR | Minimum
Warehouse notes payable
Percentage added to reference rate			1.65%
National Banks | Loans Held for Investment | Interim Warehouse Facility #2 | Interim Warehouse Facility | 30-day LIBOR | Maximum
Warehouse notes payable
Percentage added to reference rate			2.00%
National Banks | Loans Held for Investment | Interim Warehouse Facility #2 | Interim Warehouse Facility | SOFR | Minimum
Warehouse notes payable
Percentage added to reference rate		1.35%
Interest rate floor		0.00%
National Banks | Loans Held for Investment | Interim Warehouse Facility #2 | Interim Warehouse Facility | SOFR | Maximum
Warehouse notes payable
Percentage added to reference rate		1.85%
National Banks | Loans Held for Investment | Interim Warehouse Facility #3 | Interim Warehouse Facility
Warehouse notes payable
Committed Amount		$ 200,000	$ 200,000
Total Facility Capacity		200,000	200,000
Outstanding Balance		$ 127,009	$ 153,009
Maturity date		Sep. 29, 2023
National Banks | Loans Held for Investment | Interim Warehouse Facility #3 | Interim Warehouse Facility | Maximum
Warehouse notes payable
Term over which funding of first mortgage loans on multi-family real estate properties can be made using a combination of available cash and facility advances		3 years
National Banks | Loans Held for Investment | Interim Warehouse Facility #3 | Interim Warehouse Facility | 30-day LIBOR | Minimum
Warehouse notes payable
Percentage added to reference rate		1.75%	1.75%
National Banks | Loans Held for Investment | Interim Warehouse Facility #3 | Interim Warehouse Facility | 30-day LIBOR | Maximum
Warehouse notes payable
Percentage added to reference rate		3.25%	3.25%
National Banks | Loans Held for Investment | Interim Warehouse Facility #4 | Interim Warehouse Facility
Warehouse notes payable
Committed Amount		$ 19,810	$ 19,810
Total Facility Capacity		19,810	19,810
Outstanding Balance		$ 18,410	$ 19,810
Number of loans funded | loan		1
Maturity date		Oct. 01, 2024
National Banks | Loans Held for Investment | Interim Warehouse Facility #4 | Interim Warehouse Facility | 30-day LIBOR
Warehouse notes payable
Percentage added to reference rate			3.00%
National Banks | Loans Held for Investment | Interim Warehouse Facility #4 | Interim Warehouse Facility | SOFR
Warehouse notes payable
Percentage added to reference rate		3.11%
National Banks | Loans Held for Investment | Interim Warehouse Facility #4 | Interim Warehouse Facility | SOFR | Minimum
Warehouse notes payable
Interest rate floor		1.50%
Fannie Mae | Loans Held for Sale | Fannie Mae Repurchase Agreement, Uncommitted Line and Open Maturity | Agency Warehouse Facility
Warehouse notes payable
Uncommitted Amount		$ 1,500,000	$ 1,500,000
Total Facility Capacity		1,500,000	1,500,000
Outstanding Balance		$ 11,350	$ 1,186,306
Advances made as a percentage of the loan balance		99.00%

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DEBT - Notes Payable - Term Note Payable (Detail) - Credit Agreement $ in Millions	Jan. 12, 2023 USD ($)	Dec. 16, 2021 USD ($) loan item
Debt
Number of financial covenants | item		1
Term Loan
Debt
Amount of loan agreement		$ 600.0
Discount on issue of term loan (as a percent)		0.25%
Percentage of original principal amount required as quarterly installment		0.25%
Debt instrument maturity date		Dec. 16, 2028
Term Loan | Minimum
Debt
Number of additional term loans | loan		1
Term Loan | Maximum
Debt
Maximum amount of all incremental term loans		$ 230.0
Maximum percentage of trailing four-quarter consolidated EBITDA limit for incremental term loan commitments		100.00%
Consolidated Corporate Leverage Ratio		3.00
Term Loan | SOFR
Debt
Percentage added to reference rate		2.25%
Term Loan | SOFR | Minimum
Debt
Interest rate floor		0.50%
Incremental Term Loan
Debt
Amount of loan agreement	$ 200.0
Discount on issue of term loan (as a percent)	2.00%
Term Loan proceeds used to repay certain existing indebtedness	$ 115.9
Percentage of original principal amount required as quarterly installment	0.25%

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DEBT - Notes Payable - Summary (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Debt
Unpaid principal balance	$ 1,138,050
Carrying balance	704,103	$ 740,174
Term Loan
Debt
Quarterly equal installments	1,500	800
Unpaid principal balance	594,000	600,000
Unamortized debt discount	(1,270)	(1,491)
Debt issuance costs	(7,594)	(8,914)
Carrying balance	585,136	$ 589,595
Period for amounts drawn and repaid		60 days
Alliant Note Payable
Debt
Unpaid principal balance	114,546	$ 145,175
Fair value adjustment	4,421	5,404
Carrying balance	$ 118,967	$ 150,579
Stated interest rate	4.75%	4.75%

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DEBT - Notes Payable - Maturities (Detail) $ in Thousands	Dec. 31, 2022 USD ($)
DEBT
2023	$ 517,120
2024	38,930
2025	6,000
2026	6,000
2027	6,000
Thereafter	564,000
Total	$ 1,138,050

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GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Goodwill (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Beginning balance	$ 698,635	$ 248,958
Additions from acquisitions	222,670	449,677
Measurement-period adjustments	38,407	0
Impairment	0	0
Ending balance	$ 959,712	$ 698,635

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GOODWILL AND OTHER INTANGIBLE ASSETS - Acquisitions (Detail) $ in Thousands		3 Months Ended	12 Months Ended
	Feb. 28, 2022 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) item segment	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)
Acquisitions
Number of acquisitions during the period | item			2
Receivable forgiven			$ 5,460		$ 5,674
Contingent consideration liabilities			200,346	$ 125,808
Book value of equity method investment prior to transaction			198,848	164,864
Gain on remeasurement of equity investment to fair value prior to acquisition of controlling interest			$ 39,641
Deferred tax liabilities	$ 10,400
Contingent consideration liability earnout period			4 years
Goodwill recognized			$ 959,712	$ 698,635	248,958
Number of reportable segments | segment			3	1
Number of reporting units | segment			4
Measurement-period adjustments			$ 38,407	$ 0
Annual small balance lending volume goal by 2025			5,000,000
Annual appraisal revenue goal by 2025			$ 75,000
Maximum
Acquisitions
Contingent consideration liability earnout period			5 years
Discounted Cash Flows | Measurement Input, Discount Rate
Fair value valuation
Investment, Measurement Input	17.0
Capital Markets
Acquisitions
Goodwill recognized			$ 520,191
Apprise
Acquisitions
Book value of equity method investment prior to transaction	$ 18,900
Fair value of equity method investment prior to transaction	58,500
Apprise | Other Revenues
Acquisitions
Gain on remeasurement of equity investment to fair value prior to acquisition of controlling interest	$ 39,600
GeoPhy
Acquisitions
Ownership interest acquired	100.00%
Cash consideration	$ 82,100
Receivable forgiven	5,500
Contingent consideration liabilities	115,000
Total consideration	202,600
Deferred tax assets	$ 10,300
Contingent consideration liability earnout period	4 years
Maximum earnout of contingent consideration	$ 205,000
Estimated undiscounted maximum earnout of contingent consideration	$ 130,700
Estimated maximum percentage earnout of contingent consideration	64.00%
Liability recognized as a percentage of the maximum consideration which may be paid	56.00%
Measurement-period adjustments			5,500
GeoPhy | Contingent Consideration Liability, Apprise Portion | Various | Probability of earnout achievement
Fair value valuation
Contingent consideration liabilities, Measurement input	17.0
GeoPhy | Contingent Consideration Liability, Small Balance Portion | Probability-weighted Expected Return | Probability of earnout achievement
Fair value valuation
Contingent consideration liabilities, Measurement input	14.5
GeoPhy | Technology intangible assets
Acquisitions
Intangible assets acquired	$ 31,000
Amortization period of intangible assets	10 years
GeoPhy | Capital Markets
Acquisitions
Goodwill recognized	$ 214,000
Apprise
Acquisitions
Ownership interest acquired	50.00%
Total ownership interest	100.00%
Investment Sales Brokerage Company
Acquisitions
Cash consideration		$ 6,000
Contingent consideration liabilities		3,000
Goodwill recognized		$ 8,800
2020 Acquisitions
Acquisitions
Stock consideration					$ 5,000
Alliant Capital, LTD
Acquisitions
Measurement-period adjustments			$ 29,700

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GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Line Items]
Goodwill.	$ 959,712	$ 698,635	$ 248,958
Capital Markets
Goodwill [Line Items]
Goodwill.	520,191
Servicing and Asset Management
Goodwill [Line Items]
Goodwill.	$ 439,521

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GOODWILL AND OTHER INTANGIBLE ASSETS - Other Intangible Assets (Details) - Other intangible assets - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Other intangible assets
Beginning Balance	$ 183,904	$ 1,880
Additions from acquisitions	31,000	185,361
Amortization	(16,261)	(3,337)
Ending balance	198,643	183,904
Components of other intangible assets
Gross value	220,682	189,682
Accumulated amortization	(22,039)	(5,778)
Net carrying value	$ 198,643	$ 183,904

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GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Expected Amortization of Other Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Future amortization
weighted average remaining life	12 years 7 months 6 days
Other intangible assets
Future amortization
2023	$ 17,263
2024	16,206
2025	16,206
2026	16,206
2027	16,206
Thereafter	116,556
Net carrying value	$ 198,643	$ 183,904	$ 1,880

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GOODWILL AND OTHER INTANGIBLE ASSETS - Contingent Consideration Liabilities (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) item	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Contingent consideration liabilities
Beginning balance	$ 125,808
Additions	117,955	$ 93,304	$ 27,645
Ending balance	$ 200,346	125,808
Contingent consideration liability earnout period	4 years
Number of acquisitions during the period | item	2
Stock issued for settlement of contingent liabilities	$ 8,750
Maximum
Contingent consideration liabilities
Contingent consideration liability earnout period	5 years
Other Liabilities
Contingent consideration liabilities
Beginning balance	$ 125,808	28,829
Additions	117,955	93,304
Accretion and revaluation	4,642	2,866
Fair value adjustments	(13,512)	6,889
Payments	(34,547)	(6,080)
Ending balance	$ 200,346	$ 125,808	$ 28,829

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FAIR VALUE MEASUREMENTS - Summary of Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets
Loans held for sale	$ 396,344	$ 1,811,586
Pledged securities	157,282	148,996
Derivative assets	17,636	37,364
Liabilities
Derivative liabilities	2,076	6,403
Contingent consideration liabilities	200,346	125,808
Recurring Basis
Assets
Loans held for sale	396,344	1,811,586
Pledged securities	157,282	148,996
Derivative assets	17,636	37,364
Total financial assets	571,262	1,997,946
Liabilities
Derivative liabilities	2,076	6,403
Contingent consideration liabilities	200,346	125,808
Total financial liabilities	202,422	132,211
Level 1 | Recurring Basis
Assets
Pledged securities	14,658	44,733
Total financial assets	14,658	44,733
Level 2 | Recurring Basis
Assets
Loans held for sale	396,344	1,811,586
Pledged securities	142,624	104,263
Total financial assets	538,968	1,915,849
Level 3 | Recurring Basis
Assets
Derivative assets	17,636	37,364
Total financial assets	17,636	37,364
Liabilities
Derivative liabilities	2,076	6,403
Contingent consideration liabilities	200,346	125,808
Total financial liabilities	$ 202,422	$ 132,211

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FAIR VALUE MEASUREMENTS - Additional Information (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Fair Value Measurements
Amount of transfers between any of the levels within the fair value hierarchy	$ 0
Maximum
Fair Value Measurements
Contract term	60 days

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FAIR VALUE MEASUREMENTS - Schedule of Roll Forward of Derivative Instruments (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Derivative assets and liabilities, net
Beginning balance	$ 30,961	$ 44,720
Settlements	(555,168)	(746,918)
Realized gains recorded in earnings	524,207	702,198
Unrealized gains recorded in earnings	15,560	30,961
Ending balance	$ 15,560	$ 30,961

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FAIR VALUE MEASUREMENTS - Schedule of Significant Unobservable Inputs Used in the Measurement of the Fair Value of Level 3 Assets and Liabilities (Detail)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Fair Value Measurements
Derivative assets	$ 17,636,000	$ 37,364,000
Derivative liabilities	2,076,000	6,403,000
Contingent consideration liabilities	200,346,000	125,808,000
Recurring Basis
Fair Value Measurements
Derivative assets	17,636,000	37,364,000
Derivative liabilities	2,076,000	6,403,000
Contingent consideration liabilities	200,346,000	125,808,000
Recurring Basis | Level 3
Fair Value Measurements
Derivative assets	17,636,000	37,364,000
Derivative liabilities	2,076,000	6,403,000
Contingent consideration liabilities	200,346,000	$ 125,808,000
Recurring Basis | Level 3 | Discounted Cash Flow | Counterparty credit risk
Fair Value Measurements
Derivative assets	17,636,000
Derivative liabilities	2,076,000
Recurring Basis | Level 3 | Various
Fair Value Measurements
Contingent consideration liabilities	$ 200,346,000
Recurring Basis | Level 3 | Various | Probability of earnout achievement | Minimum
Fair Value Measurements
Contingent consideration liabilities, Measurement input	0.64
Recurring Basis | Level 3 | Various | Probability of earnout achievement | Maximum
Fair Value Measurements
Contingent consideration liabilities, Measurement input	1
Recurring Basis | Level 3 | Various | Probability of earnout achievement | Weighted Average
Fair Value Measurements
Contingent consideration liabilities, Measurement input	0.77

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FAIR VALUE MEASUREMENTS - Schedule of Carrying Amounts and the Fair Values of the Company's Financial Instruments (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Financial assets:
Cash and cash equivalents	$ 225,949	$ 305,635	$ 321,097	$ 120,685
Restricted cash	17,676	42,812	$ 19,432	$ 8,677
Pledged securities	157,282	148,996
Loans held for sale	396,344	1,811,586
Derivative assets	17,636	37,364
Financial liabilities:
Derivative liabilities	2,076	6,403
Contingent consideration liabilities	200,346	125,808
Warehouse notes payable	543,447	1,941,572
Notes payable	704,103	740,174
Carrying Amount
Financial assets:
Cash and cash equivalents	225,949	305,635
Restricted cash	17,676	42,812
Pledged securities	157,282	148,996
Loans held for sale	396,344	1,811,586
Loans held for investment, net	200,247	269,125
Derivative assets	17,636	37,364
Total financial assets	1,015,134	2,615,518
Financial liabilities:
Derivative liabilities	2,076	6,403
Contingent consideration liabilities	200,346	125,808
Warehouse notes payable	543,447	1,941,572
Notes payable	704,103	740,174
Total financial liabilities	1,449,972	2,813,957
Fair Value
Financial assets:
Cash and cash equivalents	225,949	305,635
Restricted cash	17,676	42,812
Pledged securities	157,282	148,996
Loans held for sale	396,344	1,811,586
Loans held for investment, net	200,900	270,826
Derivative assets	17,636	37,364
Total financial assets	1,015,787	2,617,219
Financial liabilities:
Derivative liabilities	2,076	6,403
Contingent consideration liabilities	200,346	125,808
Warehouse notes payable	544,050	1,942,448
Notes payable	708,546	745,175
Total financial liabilities	$ 1,455,018	$ 2,819,834

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FAIR VALUE MEASUREMENTS - General information (Detail)	12 Months Ended
	Dec. 31, 2022
Loans Held for Sale
Other information
Period of originated loans within which they are transferred or sold	60 days

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FAIR VALUE MEASUREMENTS - Schedule of Fair Value of Derivative Instruments and Loans Held for Sale (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Derivative notional amount and balance sheet location
Estimated Gain on Sale	$ 19,189	$ 77,152
Total Fair Value Adjustment	19,189	77,152
Derivative assets	17,636	37,364
Derivative Liabilities	(2,076)	(6,403)
Fair Value Adjustment to Loans Held for Sale	3,629	46,191
Loans Held for Sale
Derivative notional amount and balance sheet location
Notional or Principal Amount	392,715	1,765,395
Estimated Gain on Sale	6,840	47,315
Interest Rate Movement	(3,211)	(1,124)
Total Fair Value Adjustment	3,629	46,191
Fair Value Adjustment to Loans Held for Sale	3,629	46,191
Forward Sale Contracts
Derivative notional amount and balance sheet location
Notional or Principal Amount	769,585	2,881,224
Interest Rate Movement	7,706	5,728
Total Fair Value Adjustment	7,706	5,728
Derivative assets	9,782	10,838
Derivative Liabilities	(2,076)	(5,110)
Rate Lock Commitments
Derivative notional amount and balance sheet location
Notional or Principal Amount	376,870	1,115,829
Estimated Gain on Sale	12,349	29,837
Interest Rate Movement	(4,495)	(4,604)
Total Fair Value Adjustment	7,854	25,233
Derivative assets	$ 7,854	26,526
Derivative Liabilities		$ (1,293)

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FANNIE MAE COMMITMENTS AND PLEDGED SECURITIES - Commitments (Detail) - Fannie Mae $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
LITIGATION, COMMITMENTS, AND CONTINGENCIES
Period of funding for collateral requirement	48 months
DUS Risk-Sharing Obligations
LITIGATION, COMMITMENTS, AND CONTINGENCIES
Amount of additional capital required to be funded over the next 48 months	$ 79.6
Net worth requirement	285.6
Net worth	692.8
Minimum liquid assets to be maintained to meet operational liquidity requirements	56.9
Operational liquidity	$ 170.8
DUS Risk-Sharing Obligations | Money Market Funds
LITIGATION, COMMITMENTS, AND CONTINGENCIES
Restricted liquidity collateral reduction percentage	5.00%
DUS Risk-Sharing Obligations | New Tier 2 loans
LITIGATION, COMMITMENTS, AND CONTINGENCIES
Collateral requirements percentage	0.75%
Period of funding for collateral requirement	48 months
DUS Risk-Sharing Obligations | New Tier 2 loans | Agency Mortgage Backed Securities
LITIGATION, COMMITMENTS, AND CONTINGENCIES
Restricted liquidity collateral reduction percentage	4.00%

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FANNIE MAE COMMITMENTS AND PLEDGED SECURITIES - Pledged Securities at Fair Value (Detail) $ in Thousands	Dec. 31, 2022 USD ($) security	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Pledged securities
Pledged securities	$ 157,282	$ 148,996
Pledged Securities - Fannie Mae DUS Program
Pledged securities
Pledged securities in a continuous unrealized loss position for more than 12 months | security	3
Fair value of pledged securities in a continuous unrealized loss position for more than 12 months	$ 3,300
Amortized cost of pledged securities in a continuous unrealized loss position for more than 12 months	4,300
Net unrealized loss of pledged securities in a continuous unrealized loss position for more than 12 months	1,000
Total pledged cash and cash equivalents
Pledged securities
Pledged securities	14,658	44,733	$ 17,473	$ 7,204
Restricted Cash - Pledged
Pledged securities
Pledged securities	5,788	3,779	4,954	2,150
Money Market Funds
Pledged securities
Pledged securities	8,870	40,954	12,519	5,054
Agency MBS
Pledged securities
Pledged securities	142,624	104,263	119,763	114,563
Asset Pledged as Collateral with Right | Pledged Securities - Fannie Mae DUS Program
Pledged securities
Pledged securities	$ 157,282	$ 148,996	$ 137,236	$ 121,767

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FANNIE MAE COMMITMENTS AND PLEDGED SECURITIES - Agency Multifamily Mortgage Based Securities Pledged Securities (Detail) - Agency Mortgage Backed Securities - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Investments in Agency debt securities
Fair Value	$ 142,624	$ 104,263
Amortized Cost	144,801	100,847
Total gains for securities with net gains in AOCI	797	3,636
Total losses for securities with net losses in AOCI	(2,974)	(220)
Fair value of securities with unrealized losses	118,565	4,757
Maturities - Fair Value
After one year through five years	15,445
After five years through ten years	104,509
After ten years	22,670
Total	142,624	104,263
Maturities - Amortized Cost
After one year through five years	15,500
After five years through ten years	105,515
After ten years	23,786
Total	$ 144,801	$ 100,847

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SHARE-BASED PAYMENT - Plan Information (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2022 shares	Dec. 31, 2022 item shares	Dec. 31, 2021 item shares	Dec. 31, 2020 shares
Restricted Stock Units (RSUs)
Share-Based Payment
Granted (in shares)		233,052
Performance shares vested		210,022
2020 Equity Incentive Plan
Share-Based Payment
Stock authorized for issuance		10,500,000
Number of shares remaining available for grant		1,300,000
PSP | Restricted Stock Units (RSUs) | Officers And Employees
Share-Based Payment
Granted (in shares)		200,000	300,000	300,000
2019 PSP
Share-Based Payment
Number of performance targets achieved at some level | item			3
2019 PSP | Restricted Stock Units (RSUs)
Share-Based Payment
Performance shares vested	200,000
2020 PSP
Share-Based Payment
Number of performance targets deemed probable of achievement at some level | item		3
2021 PSP
Share-Based Payment
Number of performance targets deemed probable of achievement at some level | item		3
2022 PSP
Share-Based Payment
Number of performance targets deemed probable of achievement at some level | item		3

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SHARE-BASED PAYMENT - Compensation Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Compensation costs
Share-based compensation	$ 33,987	$ 36,582	$ 28,319
Excess tax benefit recognized	6,106	8,620	7,273
Restricted Shares
Compensation costs
Share-based compensation	29,650	25,520	18,924
Stock Option
Compensation costs
Share-based compensation			71
PSP | Restricted Stock Units (RSUs)
Compensation costs
Share-based compensation	$ 4,337	$ 11,062	$ 9,324

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SHARE-BASED PAYMENT - Plan Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restricted Shares
Restricted Shares - Shares
Nonvested at beginning of period (in shares)	1,122,693
Granted (in shares)	263,852
Vested (in shares)	(402,937)
Forfeited (in shares)	(26,440)
Nonvested at end of period (in shares)	957,168	1,122,693
Restricted Shares - Weighted Average Grant-date Fair Value
Nonvested at beginning of period (in dollars per share)	$ 77.70
Granted (in dollars per share)	110.98	$ 101.48	$ 74.75
Vested (in dollars per share)	70.20
Forfeited (in dollars per share)	88.39
Nonvested at end of period (in dollars per share)	$ 89.69	$ 77.70
Additional disclosures
Fair value, vested shares (in dollars)	$ 49,800	$ 44,600	$ 30,400
Unrecognized compensation
Unrecognized compensation for outstanding restricted shares/units	$ 47,900
Unrecognized compensation cost, period for recognition	3 years 4 months 24 days
Stock Option
Options
Outstanding at beginning of period (in shares)	234,006
Exercised (in shares)	(16,181)
Outstanding at end of period (in shares)	217,825	234,006
Exercisable at end of period (in shares)	217,825
Weighted Average Exercise Price
Outstanding at beginning of period (in dollars per share)	$ 22.25
Exercised (in dollars per share)	20.86
Outstanding at end of period (in dollars per share)	22.35	$ 22.25
Exercisable at end of period (in dollars per share)	$ 22.35
Weighted-Average Remaining Contract Life (Years)
Exercisable at end of period (in years)	2 years 8 months 12 days
Aggregate Intrinsic Value
Exercisable at end of period (in dollars)	$ 12,227
Intrinsic value of options exercised, (in dollars)	1,100	$ 17,500	21,600
Cash received from the exercise of options	$ 0	$ 0	$ 0
Restricted Stock Units (RSUs)
Restricted Shares - Shares
Nonvested at beginning of period (in shares)	778,546
Granted (in shares)	233,052
Vested (in shares)	(210,022)
Forfeited (in shares)	(107,917)
Cancelled (in shares)	(878)
Nonvested at end of period (in shares)	692,781	778,546
Restricted Shares - Weighted Average Grant-date Fair Value
Nonvested at beginning of period (in dollars per share)	$ 67.66
Granted (in dollars per share)	130.26	$ 101.04	$ 50.26
Vested (in dollars per share)	139.75
Forfeited (in dollars per share)	94.10
Cancelled (in dollars per share)	67.13
Nonvested at end of period (in dollars per share)	$ 89.67	$ 67.66
Additional disclosures
Fair value, vested shares (in dollars)	$ 29,400	$ 5,600	$ 17,500
Unrecognized compensation
Unrecognized compensation for outstanding restricted shares/units	$ 2,800
Unrecognized compensation cost, period for recognition	1 year 2 months 12 days

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EARNINGS PER SHARE AND STOCKHOLDERS EQUITY - Basic and Diluted EPS (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Calculation of basic EPS
Walker and Dunlop net income	$ 213,820	$ 265,762	$ 246,177
Less: dividends and undistributed earnings allocated to participating securities	6,100	8,837	7,337
Net income applicable to common stockholders	$ 207,720	$ 256,925	$ 238,840
Basic weighted-average shares outstanding	32,326	31,081	30,444
Basic EPS	$ 6.43	$ 8.27	$ 7.85
Calculation of diluted EPS
Add: reallocation of dividends and undistributed earnings based on assumed conversion	$ 41	$ 93	$ 120
Net income allocated to common stockholders	$ 207,761	$ 257,018	$ 238,960
Add: weighted-average diluted non-participating securities	361	452	639
Weighted average diluted shares outstanding	32,687	31,533	31,083
Diluted EPS	$ 6.36	$ 8.15	$ 7.69
Shares outstanding excluded from computation of earnings per share	201

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EARNINGS PER SHARE AND STOCKHOLDERS' EQUITY - Restricted Stock Awards and Share Repurchases (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	1 Months Ended		12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Repurchases of common stock
Reduction of equity for retirement of repurchased shares			$ 42,369	$ 18,872	$ 45,774
Dividends
Cash dividends paid per common share			$ 2.40	$ 2.00	$ 1.44
Dividend declared per share	$ 0.63
Dividend payment date	Mar. 23, 2023
Restricted Shares
Repurchases of common stock
Repurchased and retired shares			149	150	179
Weighted average market price of shares repurchased and retired (in dollars per share)			$ 125.28	$ 109.57	$ 66.38
Restricted Stock Units (RSUs)
Repurchases of common stock
Repurchased and retired shares			90	24
Weighted average market price of shares repurchased and retired (in dollars per share)			$ 139.75	$ 100.36
Share Repurchase Program 2022
Repurchases of common stock
Reduction of equity for retirement of repurchased shares			$ 11,100
Authorized share repurchase capacity remaining			$ 63,900
Share Repurchase Program 2022 | Common shares
Repurchases of common stock
Repurchased and retired shares			109
Weighted average market price of shares repurchased and retired (in dollars per share)			$ 101.77
Share repurchase program, period for repurchases	12 months
Share Repurchase Program 2022 | Common shares | Maximum
Repurchases of common stock
Repurchase authorization	$ 75,000
Share Repurchase Program 2021
Repurchases of common stock
Shares repurchased during the period				0
Share Repurchase Program 2021 | Common shares
Repurchases of common stock
Share repurchase program, period for repurchases		12 months
Share Repurchase Program 2021 | Common shares | Maximum
Repurchases of common stock
Repurchase authorization		$ 75,000
Share repurchase program 2019
Repurchases of common stock
Reduction of equity for retirement of repurchased shares					$ 26,100
Share repurchase program 2019 | Common shares
Repurchases of common stock
Repurchased and retired shares					459
Weighted average market price of shares repurchased and retired (in dollars per share)					$ 56.77

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EARNINGS PER SHARE AND STOCKHOLDERS' EQUITY - Other Equity Related Transactions (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) item	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) shareholder
Acquisitions
Number of joint ventures with operating agreement changes causing reconsideration of consolidation conclusion | item	3
Additional paid-in capital ("APIC")	$ 412,636	$ 393,022
Noncontrolling interests	27,403	28,055
Receivables, net	202,251	212,019
Other Assets	457,875	402,110
Other Liabilities	554,157	495,413
Issuance of common stock to settle contingent consideration liabilities (NOTE 7)	$ 8,750
Noncontrolling interests
Number of noncontrolling interest shareholders | shareholder			2
Aggregate consideration for purchase of noncontrolling interest			$ 32,000
Cash paid for purchase of noncontrolling interest			10,400
Reduction in receivables			5,700
Stock issued for purchase of noncontrolling interests			5,900
Contingent consideration for purchase of noncontrolling interest			10,000
Reduction in APIC, excess of purchase price over noncontrolling interest balance			24,100
Employees
Acquisitions
Issuance of common stock to settle contingent consideration liabilities (NOTE 7)		9,600
Consolidation of joint venture
Acquisitions
Number of joint ventures with operating agreement changes causing reconsideration of consolidation conclusion | item	3
Additional paid-in capital ("APIC")	$ 3,700
Noncontrolling interests	6,800
Receivables, net	35,000
Other Assets	(21,300)
Other Liabilities	$ 3,600
2021 Acquisitions
Acquisitions
Stock consideration		$ 120,600
2020 Acquisitions
Acquisitions
Stock consideration			$ 5,000

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INCOME TAXES - Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current
Federal	$ 23,014	$ 40,025	$ 26,854
State	11,065	12,181	10,294
International	3,516
Total current expense	37,595	52,206	37,148
Deferred
Federal	19,114	26,630	37,354
State	3,775	7,592	9,811
International	(4,450)
Total deferred expense (benefit)	18,439	34,222	47,165
Income tax expense	56,034	86,428	84,313
Excess tax benefit recognized	$ 6,106	$ 8,620	$ 7,273

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INCOME TAXES - Statutory Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reconciliation
Statutory federal expense (35%)	$ 56,350	$ 73,932	$ 69,356
Statutory state income tax expense, net of federal tax benefit	13,567	16,409	13,828
Excess tax benefits, net of federal tax impact	(6,106)	(8,620)	(7,273)
Tax benefit of Apprise revaluation gain	(10,329)
Other	2,552	4,707	8,402
Income tax expense	$ 56,034	$ 86,428	$ 84,313

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INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Deferred Tax Assets:
Compensation related	$ 5,811
Compensation related		$ (333)
Credit losses	16,748	12,425
Total deferred tax assets	22,559	12,092
Deferred Tax Liabilities:
Mark-to-market of derivatives and loans held for sale	(16,874)	(3,583)
Mortgage servicing rights related	(208,718)	(218,767)
Acquisition related	(12,977)	(24,673)
Depreciation	(2,317)	(6,261)
Other	(6,913)	(2,293)
Total deferred tax liabilities	(247,799)	(255,577)
Deferred tax liabilities, net	(225,240)	$ (243,485)
Deferred tax assets recognized, not included as component of deferred tax expense	$ 5,400

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SEGMENTS (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)
Segments
Number of reportable segments | segment	3	1
Revenues
Total revenues	$ 1,258,753	$ 1,259,178	$ 1,083,707
Expenses
Personnel	607,366	603,487	468,819
Amortization and depreciation	235,031	210,284	169,011
Provision (benefit) for credit losses	(11,978)	(13,287)	37,479
Interest expense on corporate debt	34,233	7,981	8,550
Other operating expenses	129,136	98,655	69,582
Total expenses	993,788	907,120	753,441
Income from operations	264,965	352,058	330,266
Income tax expense	56,034	86,428	84,313
Net income before noncontrolling interests	208,931	265,630	245,953
Less: net income (loss) from noncontrolling interests	(4,889)	(132)	(224)
Walker & Dunlop net income	213,820	265,762	246,177
Net change in unrealized gains (losses) on pledged available-for-sale securities, net of taxes	(4,126)	590	1,231
Walker & Dunlop comprehensive income	209,694	266,352	247,408
Total assets	4,045,359	5,205,989	4,650,975
Revenue from contracts with customer	429,970	363,524	125,635
Loan origination and debt brokerage fees, Net
Revenues
Total revenues	348,007	446,014	359,061
Fair value of expected net cash flows from servicing, net
Revenues
Total revenues	191,760	287,145	358,000
Servicing fees
Revenues
Total revenues	300,191	278,466	235,801
Property sales broker fees
Revenues
Total revenues	120,582	119,981	38,108
Expenses
Revenue from contracts with customer	120,582	119,981	38,108
Investment management fees
Revenues
Total revenues	71,931	25,637	10,713
Expenses
Revenue from contracts with customer	71,931	25,637	10,713
Net warehouse interest income
Revenues
Total revenues	15,777	22,108	29,326
Escrow earnings and other interest income
Revenues
Total revenues	52,830	8,150	18,255
Other revenue
Revenues
Total revenues	157,675	71,677	34,443
Expenses
Revenue from contracts with customer	80,304	30,920	12,286
Operating Segments | Capital Markets
Revenues
Total revenues	708,834	882,024	780,485
Expenses
Personnel	485,958	500,052	367,668
Amortization and depreciation	3,084	2,877	70
Interest expense on corporate debt	8,647	5,078	5,773
Other operating expenses	11,817	26,420	11,988
Total expenses	509,506	534,427	385,499
Income from operations	199,328	347,597	394,986
Income tax expense	42,153	85,333	100,835
Net income before noncontrolling interests	157,175	262,264	294,151
Less: net income (loss) from noncontrolling interests	1,097	70
Walker & Dunlop net income	156,078	262,194	294,151
Total assets	1,051,437	2,263,907	2,782,535
Operating Segments | Capital Markets | Loan origination and debt brokerage fees, Net
Revenues
Total revenues	345,779	440,044	357,106
Operating Segments | Capital Markets | Fair value of expected net cash flows from servicing, net
Revenues
Total revenues	191,760	287,145	358,000
Operating Segments | Capital Markets | Property sales broker fees
Revenues
Total revenues	120,582	119,981	38,108
Operating Segments | Capital Markets | Net warehouse interest income
Revenues
Total revenues	9,667	14,396	17,936
Operating Segments | Capital Markets | Other revenue
Revenues
Total revenues	41,046	20,458	9,335
Operating Segments | Servicing and Asset Management
Revenues
Total revenues	507,430	378,477	303,360
Expenses
Personnel	69,970	36,412	29,469
Amortization and depreciation	225,515	203,118	164,884
Provision (benefit) for credit losses	(11,978)	(13,287)	37,479
Interest expense on corporate debt	23,621	1,749	1,465
Other operating expenses	30,738	11,401	9,700
Total expenses	337,866	239,393	242,997
Income from operations	169,564	139,084	60,363
Income tax expense	35,859	34,144	15,410
Net income before noncontrolling interests	133,705	104,940	44,953
Less: net income (loss) from noncontrolling interests	(5,986)	(202)	(224)
Walker & Dunlop net income	139,691	105,142	45,177
Total assets	2,539,013	2,430,137	1,431,481
Operating Segments | Servicing and Asset Management | Loan origination and debt brokerage fees, Net
Revenues
Total revenues	2,228	5,970	1,955
Operating Segments | Servicing and Asset Management | Servicing fees
Revenues
Total revenues	300,191	278,466	235,801
Operating Segments | Servicing and Asset Management | Investment management fees
Revenues
Total revenues	71,931	25,637	10,713
Operating Segments | Servicing and Asset Management | Net warehouse interest income
Revenues
Total revenues	6,110	7,712	11,390
Operating Segments | Servicing and Asset Management | Escrow earnings and other interest income
Revenues
Total revenues	51,010	7,776	16,948
Operating Segments | Servicing and Asset Management | Other revenue
Revenues
Total revenues	75,960	52,916	26,553
Operating Segments | Corporate
Revenues
Total revenues	42,489	(1,323)	(138)
Expenses
Personnel	51,438	67,023	71,682
Amortization and depreciation	6,432	4,289	4,057
Interest expense on corporate debt	1,965	1,154	1,312
Other operating expenses	86,581	60,834	47,894
Total expenses	146,416	133,300	124,945
Income from operations	(103,927)	(134,623)	(125,083)
Income tax expense	(21,978)	(33,049)	(31,932)
Net income before noncontrolling interests	(81,949)	(101,574)	(93,151)
Walker & Dunlop net income	(81,949)	(101,574)	(93,151)
Total assets	454,909	511,945	436,959
Operating Segments | Corporate | Escrow earnings and other interest income
Revenues
Total revenues	1,820	374	1,307
Operating Segments | Corporate | Other revenue
Revenues
Total revenues	$ 40,669	$ (1,697)	$ (1,445)

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SEGMENTS - Loans Serviced for Others (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Product concentration
Maximum borrower/key principal exposure (as a percent)	3.00%	2.00%
Servicing portfolio loans unpaid principal balance	$ 123,133,855	$ 115,700,564	$ 107,211,972
Fannie Mae DUS Program
Product concentration
Servicing portfolio loans unpaid principal balance	59,226,168	53,401,457	48,818,185
Freddie Mac
Product concentration
Servicing portfolio loans unpaid principal balance	37,819,256	37,138,836	37,072,587
Ginnie Mae-HUD
Product concentration
Servicing portfolio loans unpaid principal balance	9,868,453	9,889,289	9,606,506
Other
Product concentration
Servicing portfolio loans unpaid principal balance	$ 16,219,978	$ 15,270,982	$ 11,714,694

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SEGMENTS - Geographic Concentration (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Geographic concentration
Percentage of unpaid principal balance of the loans serviced for others	100.00%	100.00%	100.00%
Maximum
Geographic concentration
Threshold percentage, unpaid principal balance and related servicing revenues by geographical area	5.00%	5.00%	5.00%
California
Geographic concentration
Percentage of unpaid principal balance of the loans serviced for others	16.10%	16.10%	16.20%
Texas
Geographic concentration
Percentage of unpaid principal balance of the loans serviced for others	11.70%	8.60%	8.80%
Florida
Geographic concentration
Percentage of unpaid principal balance of the loans serviced for others	10.50%	10.00%	10.40%
Georgia
Geographic concentration
Percentage of unpaid principal balance of the loans serviced for others	5.80%	5.90%	5.90%
All Other States
Geographic concentration
Percentage of unpaid principal balance of the loans serviced for others	55.90%	59.40%	58.70%

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LEASES - Operating Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Leases
Operating lease right-of-use assets	$ 60,830	$ 24,825	$ 17,405
Operating lease, right-of-use asset, Statement of Financial Position	Other assets	Other assets	Other assets
Operating lease liabilities	$ 79,623	$ 29,523	$ 22,579
Operating lease liability, Statement of Financial Position	Other liabilities	Other liabilities	Other liabilities
Operating leases, weighted average remaining lease term	10 years 2 months 12 days	4 years	3 years 2 months 12 days
Operating lease, weighted average discount rate (as a percent)	2.90%	3.30%	4.60%
Operating Lease Expense
Single lease cost	$ 16,371	$ 9,435	$ 8,856
Cash paid for amounts included in the measurement of lease liabilities	10,093	9,617	8,833
ROU assets obtained in exchange for new lease obligations	$ 54,557	$ 13,215	$ 1,488

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LEASES - Future Operating Lease Commitments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Maturities of lease liabilities
2023	$ 11,652
2024	9,864
2025	8,224
2026	8,229
Thereafter	55,249
Total	93,218
Less imputed interest	(13,595)
Total	$ 79,623	$ 29,523	$ 22,579

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OTHER ASSETS AND LIABILITIES - Other Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Other assets
Equity method investments	$ 198,848	$ 164,864
Derivative assets	17,636	37,364
Right of use asset	60,830	24,825	$ 17,405
Property and equipment, net	33,928	72,744
Prepaid expenses	98,587	85,767
All other	48,046	16,546
Total	$ 457,875	$ 402,110

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OTHER ASSETS AND LIABILITIES - Other Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Other liabilities
Contingent consideration liabilities	$ 200,346	$ 125,808
Derivative Liabilities	(2,076)	(6,403)
Operating lease liabilities	79,623	29,523	$ 22,579
Guaranty obligation, net	43,950	47,378	$ 52,306
Accrued expenses	115,878	160,717
All other	112,284	125,584
Other Liabilities, Total	$ 554,157	$ 495,413

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OTHER REVENUES AND OTHER OPERATING EXPENSES - Other Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Apprise revaluation gain	$ 39,641
Total revenues	1,258,753	$ 1,259,178	$ 1,083,707
Other revenue
Prepayment fees	26,451	40,138	22,031
Assumption and application fees	9,073	10,811	8,766
Housing market research subscription revenue	21,852	8,744
Syndication and other LIHTC revenue	36,757	6,706
All other	23,901	5,278	3,646
Total revenues	157,675	$ 71,677	$ 34,443
Other revenue | Apprise
Apprise revaluation gain	$ 39,641

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OTHER REVENUES AND OTHER OPERATING EXPENSES - Other Operating Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
OTHER REVENUES AND OTHER OPERATING EXPENSES
Professional fees	$ 35,428	$ 26,920	$ 18,345
Travel and entertainment	15,742	7,203	4,685
Rent	18,832	11,262	10,486
Marketing and preferred broker	14,840	12,526	9,139
Office and software expenses	24,145	15,056	17,360
All other	20,149	25,688	9,567
Total	$ 129,136	$ 98,655	$ 69,582

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VARIABLE INTEREST ENTITIES (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) item	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Number of joint ventures with operating agreement changes causing reconsideration of consolidation conclusion | item	3
Assets
Cash and cash equivalents	$ 225,949	$ 305,635	$ 321,097	$ 120,685
Restricted cash	17,676	42,812	19,432	$ 8,677
Receivables, net	202,251	212,019
Committed investments in tax credit equity	254,154	177,322
Other assets	457,875	402,110
Total assets	4,045,359	5,205,989	$ 4,650,975
Liabilities
Commitments to fund investments in tax credit equity	239,281	162,747
Other Liabilities	554,157	495,413
Total liabilities	2,328,530	3,627,782
Consolidated VIEs
Assets
Cash and cash equivalents	201
Restricted cash	1,532
Receivables, net	33,593
Other assets	49,768	54,880
Total assets	85,094	54,880
Liabilities
Other Liabilities	39,148	36,480
Total liabilities	39,148	36,480
Nonconsolidated VIEs
Assets
Committed investments in tax credit equity	254,154	177,322
Other assets	57,981	74,997
Total assets	312,135	252,319
Liabilities
Commitments to fund investments in tax credit equity	239,281	162,747
Total liabilities	239,281	162,747
Maximum exposure	$ 312,135	$ 252,319

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RELATED PARTY TRANSACTION (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Affordable Housing Project Partners | Receivables, net
Related party transactions
Related party loans outstanding	$ 69.8	$ 36.6