WD Walker & Dunlop Inc

 

 

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): March 4, 2025

 

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.)

 

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

  

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))

 

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 8.01. Other Events.

 

On March 4, 2025, Walker & Dunlop, Inc. issued a press release announcing that it has priced an offering of $400 million aggregate principal amount of 6.625% senior unsecured notes due 2033 (the “notes offering”) in a private placement that is exempt from the registration requirements of the Securities Act of 1933, as amended. The notes will bear interest at a rate equal to 6.625% per annum and will be issued at par. The notes will be guaranteed on a senior unsecured basis by certain of the Company’s subsidiaries. The closing of the notes offering is expected to occur on March 14, 2025, subject to market and other customary conditions.

 

A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 8.01.

 

Item 9.01. Financial Statements and Exhibits. 

 

(d)

Exhibits.

 

 

Exhibit Number		Description
99.1		Press Release dated March 4, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: March 4, 2025	By:	/s/ Gregory A. Florkowski
		Gregory A. Florkowski Executive Vice President and Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

 

Walker & Dunlop Announces Pricing of $400 Million Senior Unsecured Notes

 

Bethesda, Maryland – March 4, 2025 – Walker & Dunlop, Inc. (the “Company”) announced today that it priced its previously announced offering of $400 million aggregate principal amount of senior unsecured notes due 2033 in a private placement that is exempt from the registration requirements of the Securities Act of 1933, as amended (“Securities Act”).

 

The notes will bear interest at a rate equal to 6.625% per annum and will be issued at par. The notes will be guaranteed on a senior unsecured basis by certain of the Company’s subsidiaries.

 

The Company intends to use the proceeds from the notes offering to reduce the outstanding principal amount under its existing senior secured term loan agreement, together with accrued and unpaid interest thereon, to pay related fees and expenses and for general corporate purposes. The closing of the notes offering is expected to occur on March 14, 2025, subject to market and other customary conditions.

 

The notes have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements. Accordingly, the notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.

 

This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of, the notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

 

About Walker & Dunlop

 

Walker & Dunlop (NYSE: WD) is one of the largest commercial real estate finance and advisory services firms in the United States and internationally. 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 statements regarding the expected amount, terms of and anticipated closing date for the notes offering contained in this press release 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 that 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 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.

 

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

 

 

 

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Document Type	8-K
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Document Period End Date	Mar. 04, 2025
Entity File Number	001-35000
Entity Registrant Name	Walker & Dunlop, Inc.
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Entity Tax Identification Number	80-0629925
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	7272 Wisconsin Avenue
Entity Address, Address Line Two	Suite 1300
Entity Address, City or Town	Bethesda
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 Par Value Per Share
Trading Symbol	WD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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