Walker & Dunlop, Inc. (Form: 8-K, Received: 07/11/2023 06:31:18)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 5, 2023

Walker & Dunlop, Inc.

(Exact name of registrant as specified in its charter)

Maryland		001-35000		80-0629925
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7272 Wisconsin Avenue
Suite 1300

Bethesda, MD

20814

(Address of principal executive offices)

(Zip Code)

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

Not applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 5, 2023, Howard W. Smith, III, President and a member of the Board of Directors of Walker & Dunlop, Inc. (the “Company”), notified the Company that he will retire from the Company, effective as of January 1, 2024, on which date he will cease to serve as an officer and employee of the Company. Mr. Smith’s duties and responsibilities as President will be divided among other employees of the Company. On July 5, 2023, Mr. Smith also notified the Company that he will not stand for reelection at the Company’s 2024 annual meeting of stockholders (the “Annual Meeting”), and therefore his service as a director will end at the conclusion of the Annual Meeting.

Mr. Smith has confirmed that his decision to retire and not stand for reelection is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Smith will continue to serve as President of the Company until his retirement.

Item 7.01.

Regulation FD Disclosure.

A copy of the Company’s press release announcing Mr. Smith’s retirement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for 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. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Walker & Dunlop, Inc. Press Release, dated July 11, 2023
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WALKER & DUNLOP, INC. (Registrant)

Date: July 11, 2023	By:	/s/ Richard M. Lucas
		Name:	Richard M. Lucas
		Title:	Executive Vice President, General Counsel & Secretary

Exhibit 99.1

Walker & Dunlop President and Board Member, Howard Smith, Announces Retirement

Bethesda, Maryland – July 11, 2023 – Walker & Dunlop, Inc. announced today that its president and member of the board of directors, Howard W. Smith, III, intends to retire on January 1, 2024 after 43 years of service. Smith will not stand for reelection to the board at the next annual stockholders’ meeting.

“Howard has been an exceptional partner in growing Walker & Dunlop from a small, family-owned company in 1980 to the 6th largest lender to commercial real estate in the United States in 2022," said Willy Walker, chairman and CEO. “Howard's contributions throughout his career to our industry, our company, and the Greater Washington community are numerous and profound. And while Howard will be dearly missed, his greatest legacy is the exceptional group of executives and managers at Walker & Dunlop that he so skillfully mentored and developed."

Upon retirement, Smith’s primary duties and responsibilities will be assumed by Donald P. King III, executive vice president and Kris Mikkelsen, executive vice president, investment sales who will co-lead the company’s capital markets group.

“I want to thank the Walker family for giving me the opportunity 43 years ago to join Walker & Dunlop where I spent my entire career. I am honored to have been able to contribute to the company’s incredible growth during that time," said Howard Smith. "I leave behind an outstanding management team of great friends that will continue to grow W&D while maintaining the unique culture that defines this company."

Smith’s illustrious career at Walker & Dunlop leaves behind a remarkable legacy of leadership and innovation. He joined the company’s management team in 1988 and took on the role of executive vice president and chief operating officer in 2004 when he also assumed the role of board member and has been a member of the board since that time. He was promoted to president of the company in 2015.

About Walker & Dunlop

Walker & Dunlop (NYSE: WD) is one of the largest commercial real estate finance and advisory services firms in the United States. Our ideas and capital create communities where people live, work, shop, and play. The diversity of our people, breadth of our brand and technological capabilities make us one of the most insightful and client-focused firms in the commercial real estate industry.

Forward Looking Statements

The statement regarding the company’s growth in this press release may constitute a forward-looking statement 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.

The forward-looking statements contained in this press release 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.

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. Factors that could cause our results to differ materially include, but are not limited to: (1) general economic conditions and multifamily and commercial real estate market conditions, and (2) regulatory and/or legislative changes to Freddie Mac, Fannie Mae or HUD.

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 the section titled "Risk Factors" in our most recent Annual Report on Form 10-K and any updates or supplements in subsequent Quarterly Reports on Form 10-Q and our other filings with the SEC. Such filings are available publicly on our Investor Relations web page at https://www.walkerdunlop.com/.

Contacts:

	Investors:	Media:
	Kelsey Duffey	Nina H. von Waldegg
	Investor Relations	VP, Public Relations
	Phone 301.202.3207	Phone 301.564.3291
	investorrelations@walkeranddunlop.com	info@walkeranddunlop.com

Phone 301.215.5500 7272 Wisconsin Avenue, Suite 1300 Bethesda, Maryland 20814

###