Walker & Dunlop, Inc. (WD) FY 2024 MD&A

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 (“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 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 investment management services. 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 investment management services focused on debt and equity investments on commercial real estate assets and equity investments in affordable housing. 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.

Multifamily Lending, Commercial Real Estate Brokerage Service, and Property Sales

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

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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 2024, by loan deliveries, and Freddie Mac recently announced that we ranked as its 4th largest Freddie Mac lender in 2024, by loan deliveries. Our market share with Fannie Mae and Freddie Mac was 10.7% on a combined basis, by loan deliveries in 2024, compared to 11.3% in 2023. Additionally, we were the 2nd largest overall lender for HUD in 2024.

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 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 or expense we incur 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 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 loan amount (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 lower levels. In limited circumstances we have agreed, and may in the future agree, with Fannie Mae to increase our loss sharing to 100% of a loan’s UPB in lieu of the risk-sharing agreement described above. Our servicing fees for risk-sharing loans include compensation for the risk-sharing obligations and are substantially larger than the servicing fees we receive from Fannie Mae for loans with no risk-sharing obligations.

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 placement fees 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 servicing arrangements generally provide for prepayment protection in the event of a voluntary prepayment. For loans serviced outside of Fannie Mae, we typically do not have similar prepayment protections. For loans serviced for Freddie Mac, the economic deterrent that reduces the risk of loan prepayment comes in the form of a defeasance requirement wherein the borrower is required to replace the prepaid loan with securities that offer an equivalent return.

As of December 31, 2024, our servicing portfolio was $135.3 billion, up 4% from December 31, 2023, which was the 7th largest commercial/multifamily primary and master servicing portfolio in the nation according to the Mortgage Bankers’ Association’s (“MBA”) 2024 year-end survey (the “Survey”). Our servicing portfolio includes $68.2 billion of loans serviced for Fannie Mae and $39.2 billion for Freddie Mac, making us the 1st and 6th largest servicer of Fannie Mae and Freddie Mac multifamily loans in the nation, respectively, according to the

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Survey. Also included in our servicing portfolio is $10.8 billion of multifamily HUD loans, the 4th largest HUD primary and servicing portfolio in the nation according to the Survey.

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 and cover many major markets. 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.

Investment Management 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 $2.3 billion primarily consist of eight sources: Fund III, Fund IV, Fund V, Fund VI, Fund VII, Debt Fund I, and Debt Fund II (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 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, Fund VI, and Fund VII, WDIP receives a percentage of the profits above the fund expenses and preferred return specified in the fund offering agreements.

Through WDAE, a wholly-owned subsidiary of the Company, we are the 8th largest tax credit syndicator in the U.S., and an affordable housing developer through various joint venture partnerships. Affordable assets under management from our LIHTC operations is part of our strategy to grow our investment management platform and to strengthen our position in the affordable housing debt, equity, and property sales sector. We manage $15.9 billion of affordable AUM and have an established tax syndication and affordable housing development platform from which we earn investment management, syndication, and other LIHTC related fees.

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 is 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 is discussed in NOTE 2 of the consolidated financial statements.

Mortgage Servicing Rights. MSRs are recorded at fair value at loan sale. The fair value at loan sale is based on estimates of expected net cash flows associated with the servicing rights and takes into consideration an estimate of loan prepayment. Initially, 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, placement fees on escrow accounts (“placement fees”), prepayment speeds, and servicing costs, are discounted using a discounted cash flow model 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% 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 from placement of escrow accounts associated with servicing the loans. We include a servicing cost assumption to account for our expected costs to service a loan. The estimated placement fee rate associated with servicing the loan increases estimated cash

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flows, and the estimated future cost to service the loan decreases estimated future cash flows. The servicing cost assumption has had a de minimis impact on the estimate historically. We record an individual MSR asset 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 and do not expect to observe significant changes in the foreseeable future, including the assumption that most significantly impacts the estimate: the discount rate. We actively monitor the assumptions used and make adjustments when market conditions change, or other factors indicate such adjustments are warranted. Over the past several years, we have adjusted the placement fee rate assumption several times to reflect the current and expected future earnings rate projected for the life of the MSR as the interest rate environment has experienced significant volatility over the past several years. A 100-basis point change in the discount rate would increase or decrease the capitalized MSRs for the year ended December 31, 2024 by 3%. A 200-basis point change in the discount rate would increase or decrease the capitalized MSRs for the year ended December 31, 2024 by 5%. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

Subsequent to loan origination, the carrying value of the MSR is amortized over the expected life of the loan. 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, primarily for financial statement disclosure purposes. Changes in our discount rate and placement fee rate assumptions on existing and outstanding MSRs may materially impact the fair value of our MSRs (NOTE 3 of the consolidated financial statements details the portfolio-level impact of hypothetical changes in the discount rate and placement fee rate).

Allowance for Risk-Sharing Obligations. This reserve liability (referred to as “allowance”) for risk-sharing obligations relates to our Fannie Mae at-risk and Freddie Mac SBL servicing portfolios 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 these servicing portfolios. For those loans that are collectively evaluated, we use 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 collective reserves. 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 allowance on loans that are collectively evaluated (“CECL allowance”). 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 generally available economic and unemployment forecasts and a blended loss rate from historical periods that we believe reflect the forecasts. 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, over the past two years, we updated the loss rate used in the forecast period several times within a range of 2.1 basis points to 2.4 basis points. The forecast loss rate fluctuating within a tight range reflects our relatively unchanged view of the uncertainty of the evolving macroeconomic conditions facing the multifamily sector. We made multiple revisions to the loss rate used in the forecast period in the past, and those changes have significantly impacted the CECL reserve.

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 are 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 ten-year look-back period, utilizing the average portfolio balance and settled losses for each year. A ten-year lookback period is used as we believe 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 ten-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 roll off as new loss data are added. For example, in the first quarter of 2024, loss data from earlier periods in the look-back period with significantly higher losses rolled off and were replaced with more recent loss data with fewer losses, resulting in the weighted-average historical annual loss rate changing from 0.6 basis points to 0.3 basis points.

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 CECL allowance.

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Changes in our expectations and forecasts have materially impacted, and in the future may materially impact, these inputs and the CECL allowance.

We evaluate our risk-sharing loans on a quarterly basis to determine whether there are loans that are probable of foreclosure and thus collateral dependent. 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 foreclosure based on these factors (or has foreclosed), 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 reserve. For example, a 10% change in the forecasted loss rate as of December 31, 2024 would have increased or decreased the allowance for risk-sharing obligations by 8%. A 20% change in the forecasted loss rate as of December 31, 2024 would have increased or decreased the allowance for risk-sharing obligations by 16%. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

Contingent Consideration Liabilities. The Company often includes an earnout as part of the consideration paid for acquisitions to align the long-term interests of the acquiree with those of 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 periodically.

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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 2024, we recorded a reduction of $50.3 million to the fair value of our contingent consideration liabilities based on revised management forecasts, scenarios, and other valuation inputs (NOTE 7 in the consolidated financial statements details changes in the estimate over the past two years).

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In 2024, we updated the estimated fair value of the contingent consideration liability for the GeoPhy acquisition. The update resulted in a $34.5 million reduction of the expected liability, effectively reducing the expected liability to zero. Neither a change of 10% nor a change of 20% in the cash flows used for the GeoPhy contingent consideration liability assessment as of December 31, 2024 would have had any impact on the fair value, as the fair value of the GeoPhy contingent consideration was zero as of December 31, 2024. Additionally, in 2024, we also updated the estimated fair value of the contingent consideration liability for the Alliant acquisition. The update resulted in a $10.8 million reduction of the expected liability. A decrease of 10% in the cash flows assumed for this contingent consideration liability assessment as of December 31, 2024 would have decreased the expected payout by an additional 9%, while a decrease of 20% would have decreased the payout by 19%. Changes in the cash flows for the contingent consideration liabilities associated with other acquisitions would have resulted in immaterial changes in the fair values of those contingent consideration liabilities. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

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The aggregate fair value of our contingent consideration liabilities as of December 31, 2024 was $30.5 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 remaining contingent consideration arrangements. The maximum remaining undiscounted earnout payments as of December 31, 2024 was $258.5 million, with the vast majority of the undiscounted payments related to the GeoPhy acquisition. In 2022 and 2021, we 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.

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Goodwill. As of December 31, 2024 and 2023, goodwill was $868.7 million and $901.7 million, respectively. Goodwill represents the

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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 as of October 1. Between annual impairment analyses, we 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.

Due to the sustained challenging macroeconomic conditions related to a reporting unit, our projected cash flows for this reporting unit declined, resulting in goodwill impairment during 2024 of $33.0 million or 3.7% of the aggregate goodwill balance outstanding at the time. We attributed this goodwill impairment to one of the reporting units to which the GeoPhy operations and goodwill are assigned, which is a component of the Capital Markets segment. The remaining goodwill assigned to this reporting unit as of December 31, 2024 was $80.8 million.

A 10% change in the cash flows used for the goodwill assessment over this reporting unit as of December 31, 2024 would have increased or decreased the goodwill impairment recognized by 24%. A 20% change in the cash flows used for the goodwill assessment over this reporting unit as of December 31, 2024 would have increased or decreased the goodwill impairment recognized by 48%. A 100 basis-point change in the discount rate used for the goodwill assessment over this reporting unit as of December 31, 2024 would have increased or decreased the goodwill impairment recognized by 15%. A 200 basis-point change in the discount rate used for the goodwill assessment over this reporting unit as of December 31, 2024 would have increased or decreased the goodwill impairment recognized by 30%. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

As of December 31, 2024, our assessment of the remaining goodwill at each of our other reporting units, totaling $787.9 million, indicates they are not impaired (NOTE 7 of the consolidated financial statements details the changes in the goodwill balance).

Overview of Current Business Environment

The commercial real estate (CRE) market, and in particular the multifamily sector is experiencing a challenging environment shaped by elevated interest rates that are directly impacting the cost and availability of capital, slower rent growth that is impacting growth expectations and asset valuations, and macroeconomic uncertainties that are impacting overall demand for transactions. Although these factors have all shown signs of improvement throughout 2024, indicating a recovery may be underway, these factors generally negatively impacted the commercial real estate transactions market throughout 2024.

Interest Rates & Cost of Capital:  The Federal Open Market Committee’s (“FOMC”) aggressive rate hikes over the past two years materially increased the cost of capital for commercial real estate operators. Higher borrowing costs have reduced leverage, pressured debt service coverage ratios, and led to valuation declines as cap rates adjust. While some investors remain active, deal flow has slowed as buyers and sellers struggle to align on pricing in an environment of heightened uncertainty. The FOMC decreased its target Federal Funds Rate at three of its last four meetings, lowering the target rate to 4.25% to 4.50% at its December 2024 meeting. The FOMC has indicated rates will remain elevated for longer, and the market is expecting few rate cuts in 2025 as a result. This should have the effect of stabilizing interest rates, albeit higher than many investors in commercial real estate hoped. The FOMC’s future rate policy will be a key driver of transaction volume and capital markets activity. A pronounced pause in rate hikes or additional rate cuts could unlock demand and improve financing conditions for commercial real estate assets.

Capital Availability & Lending Markets:  During the period of rapid interest rate increases by the FOMC from March 2022 through the end of 2023, liquidity was constrained as lenders found it difficult to effectively price their long-term cost of capital. As interest rates have stabilized, capital has grown more abundant. Banks, life insurance companies, conduits (CMBS), and debt funds remain active but are selective, with a preference for high-quality assets and well-capitalized sponsors. Meanwhile, the availability of equity capital has also tightened, making it more challenging for sponsors to secure financing for acquisitions or refinancings. The GSEs, the predominant suppliers of capital to the multifamily market, deployed $120 billion of capital to the industry in 2024, up from $101 billion in 2023. Entering 2025, the GSE’s lending caps were set at combined $146 billion, providing them a 22% increase in capacity over 2024 volumes. As Fannie Mae’s largest partner for six consecutive years, and Freddie Mac’s fourth largest partner in 2024, their participation in the market is a significant driver of our financial performance and a material increase in their lending activity would enhance our business and results from operations.

Multifamily Rent Growth & Asset Values: Rent growth has slowed considerably over the past 12-18 months, particularly in high-supply Sun Belt markets. This has made it difficult for net operating income (NOI) growth to offset valuation declines caused by elevated interest rates. Markets with strong job growth and in-migration continue to see rent increases, with Zelman, our housing

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research arm, reporting national rent growth of approximately 2% in 2024, a pace that is far below the aggressive rent growth seen in 2021 and 2022. According to MSCI, in December 2024, multifamily property prices remained stable month-over-month but were down 4.2% compared to the previous year. Notably, multifamily prices have declined by 19.6% from their peak, but remain 11.9% above pre-COVID January 2020 levels.

Other Macroeconomic Considerations: The national unemployment rate remained low at 4.1% in December 2024. According to RealPage, vacancies in the multifamily sector stabilized around 5.2% as of December 2024, down from 5.8% in December 2023. An all-time high number of multifamily units were delivered to the sector in 2024, particularly in high demand Sun Belt markets. Most of those units were absorbed in 2024, and we expect that absorption will continue into the first half of 2025. Looking forward, multifamily completions are anticipated to decrease significantly due to stalled new construction starts in 2023 and 2024, largely driven by tighter liquidity. Long term, we believe the fundamentals for multifamily properties will trend positively due to constrained supply resulting from reduced construction starts, recent negative trends in household formation and a lack of entry-level single-family homes driving strong demand for rental housing in many areas.

Despite the current headwinds, multifamily remains one of the most resilient asset classes in CRE. Market participants are adjusting to current conditions and we expect the market to continue recovering and transaction activity to continue to increase. Improving conditions in the second half of 2024 led to increased transaction volumes across nearly all aspects of our business during 2024, which surged to $39.9 billion with notable increases in Brokered (37%), GSE (11%) and property sales (11%) transaction volumes compared to last year. Consequently, our Capital Markets segment produced net income of $66.7 million in 2024, up 62% compared to 2023.

Our Servicing & Asset Management segment is not directly correlated to the transaction markets like our Capital Markets segment. This segment’s total managed portfolio of $153.7 billion as of December 31, 2024 was up 4% from December 31, 2023, and included our $135.3 billion loan servicing portfolio and our $18.4 billion of assets under management. Total revenues for the segment grew 5%, to $591.6 million, while net income decreased 5%, to $157.8 million, in 2024 compared to 2023, although net income showed signs of improvement in the fourth quarter of 2024 compared to 2023. The revenues from the servicing portfolio have benefitted from higher short-term interest rates. We hold escrow deposits on behalf of our servicing portfolio and place those deposits with large, multinational banks that earn close to Fed Funds. We expect these revenues to decline moving forward as the FOMC eventually reduces interest rates. Over the past two years, we have shifted our focus to scaling our assets under management, and in the fourth quarter of 2024 we successfully closed a first round of $200 million of equity capital for Debt Fund II from life insurance companies, pension funds, high net worth investors and Walker & Dunlop. Debt Fund II will provide our investment management team with over $500 million of levered capital to deploy into transitional multifamily assets. We expect the revenues of our investment management business to grow as capital is raised and deployed. This segment also includes the activities of WDAE, an alternative investment manager focused on affordable housing, including LIHTC syndication and joint venture development. We ranked as the eighth largest LIHTC syndicator in 2024 and continue to pursue combined LIHTC syndication and affordable housing services to generate significant long-term financing, property sales, and syndication opportunities. We expect the revenues for WDAE to remain fairly stable moving forward, as the realization revenues from our historical LIHTC investments are tied to the underlying value of the affordable assets, and we do not expect a material increase in the value of affordable assets in the near term due to the aforementioned macroeconomic challenges facing the commercial real estate sector.

Factors That May Impact Our Operating Results

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

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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. Loan origination fee revenue for brokered loans is recognized when we have completed the services for the loan to be originated by 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, since we do not originate the loan.

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

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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 generally 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 commercial real estate investment opportunities, primarily as equity in commercial real estate operating partnerships or LIHTC-generating multifamily properties. Additionally, we may utilize the capital to fund debt financing opportunities through certain investment funds, primarily to multifamily owner-operators. 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.

Net Warehouse Interest Income (Expense)—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. NOTE 6 of the consolidated financial statements provides additional details regarding our warehouse facilities.

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

Other Revenues.  Other revenues are comprised of fees for processing loan assumptions, prepayment fee income, application fees, appraisal revenues, income from equity-method investments, syndication, and certain other revenues from our 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.

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Amortization and depreciation also includes the amortization and write-off of intangible assets, principally related to the amortization of 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 primarily of the provision associated with our risk-sharing loans, including pre-securitized Freddie Mac SBL loans. 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. When a loan is probable of default (in foreclosure) and thus collateral dependent, 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. Also included is a provision (benefit) for loan and other credit losses related to indemnified Agency loans. Given the nature and performance of these loans, we individually evaluate these loans for credit losses as described above.

The “Critical Accounting Estimates” section above and NOTE 2 of the consolidated financial statements provide additional details of the accounting for the provision (benefit) for credit losses.

Interest expense on corporate debt.  Interest expense on corporate debt includes interest expense from our term debt, which includes the term loan and any additional borrowings under that agreement, and borrowings of a subsidiary associated with our LIHTC operations and amortization of debt discount and deferred debt issuance costs primarily related to our term loan and incremental term loan. NOTE 6 of the consolidated financial statements provides additional details of our term debt.

Goodwill impairment. Goodwill impairment is the write-down of our goodwill balance resulting from either our annual impairment testing or our quarterly evaluations of recoverability.

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

Fair value adjustments to contingent consideration liabilities. Fair value adjustments to our contingent consideration liabilities are the adjustments to the estimated fair value of our contingent consideration liabilities remeasured at the end of each reporting period. As noted below, the accretion of contingent consideration liabilities is included in other operating expenses.

The “Critical Accounting Estimates” section above and NOTE 8 of the consolidated financial statements provide additional details of the accounting for this expense.

Other operating expenses.  Other operating expenses include facilities costs, travel and entertainment costs, marketing costs, professional fees, losses on debt extinguishment, accretion of contingent consideration liabilities, corporate insurance premiums, software costs, and other general and 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 25.1%, 26.1%, and 26.1% for the years ended December 31, 2024, 2023, and 2022, 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 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 2024 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.

Consolidated Results of Operations

The following is a discussion of the comparison of our results of operations for the years ended December 31, 2024 and 2023. 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 2023 and 2022 can be found in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 10-K for the year ended December 31, 2023.

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SUPPLEMENTAL OPERATING DATA

CONSOLIDATED

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Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

The following table presents a year-over-year comparison of our financial results for the years ended December 31, 2024 and 2023.

FINANCIAL RESULTS –2024 COMPARED TO 2023 CONSOLIDATED

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Overview

The increase in revenues was driven by increases in loan origination and debt brokerage fees, net (“origination fees”), fair value of expected net cash flows from servicing, net (“MSR income”), servicing fees, property sales broker fees, and placement fees and other interest income, partially offset by a decrease in investment management fees. Origination fees and MSR income increased largely as a result of a 23% increase in overall debt financing volume. The increase in servicing fees was primarily driven by an increase in the average servicing portfolio. Property sales broker fees increased primarily due to an 11% increase in property sales volume. Placement fees and other interest income increased primarily as a result of higher fee arrangements with our financial partners and higher average escrow balances. Investment management fees decreased largely as a result of a decline in asset management fees from our LIHTC operations.

The increase in expenses was due to increases in personnel costs, amortization and depreciation, provision (benefit) for credit losses, other operating expenses, and lower fair value adjustments to contingent consideration liabilities, partially offset by lower goodwill impairment. Personnel costs increased, largely due to increases in variable compensation costs for our salespeople as a result of our higher transaction volumes and subjective bonus compensation due to our improved financial performance. Amortization and depreciation increased largely due to the write-off of intangible assets related to the pending sale of a portfolio of assets by our LIHTC subsidiary combined with a smaller increase in amortization of MSRs. Provision (benefit) for credit losses changed from a benefit to a provision, primarily due to provision for losses related to repurchased loans. Other operating expenses increased largely as a result of increased travel and entertainment mostly related to our all-company meeting, with no comparable activity in 2023, software costs associated with automation efforts, and expenses associated with repurchased loans. Additionally, the results for 2023 include the write off of unamortized premium from corporate debt repayment, which reduced other operating expenses, with no comparable activity in 2024. Fair value adjustments to contingent consideration decreased due to the larger adjustments in 2023 due to the challenging market conditions related to one of our reporting units that impacted the estimated fair

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value of future earnout payments more acutely than in 2024. Goodwill impairment decreased due a decrease in the size of the impairment and number of reporting units impacted.

Income Tax Expense. The decrease in income tax expense primarily relates to a 5% decrease in income from operations combined with a decrease in the blended statutory tax rate from 26.1% to 25.1% and several one-time tax benefits during the year ended December 31, 2024.

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 corporate debt, and amortization and depreciation, adjusted for provision (benefit) for credit losses, net write-offs based on the final resolution of the defaulted loans or collateral, stock-based incentive compensation charges, the fair value of expected net cash flows from servicing, net, the write off of unamortized balance of premium associated with the repayment of a portion of our corporate debt, the gain from revaluation of a previously held equity-method investment, goodwill impairment, and contingent consideration liability fair value adjustments when the fair value adjustment is a triggering event for a goodwill impairment assessment. In cases where the fair value adjustment of contingent consideration liabilities is a trigger for goodwill impairment, the goodwill impairment is netted against the fair value adjustment of contingent consideration liabilities and included as a net number. 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:

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.

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Adjusted EBITDA is reconciled to net income as follows:

ADJUSTED FINANCIAL MEASURE RECONCILIATION TO GAAP

CONSOLIDATED

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Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

The following table presents a year-over-year comparison of the components of our adjusted EBITDA for the year ended December 31, 2024 and 2023:

ADJUSTED EBITDA–2024 COMPARED TO 2023

CONSOLIDATED

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The increase in origination fees was primarily related to an increase in the overall debt financing volumes year over year. Servicing fees increased mainly due to an increase in the average servicing portfolio. Property sales broker fees increased largely as a result of an increase in property sales volume year over year. Investment management fees decreased primarily due to a decline in asset management fees from our LIHTC operations due to the sustained challenging market conditions. Placement fees and other interest income increased primarily as a result

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of higher average escrow balances. The increase in personnel costs was largely due to increases in variable compensation costs for our salespeople as a result of our higher transaction volumes and subjective bonus compensation due to our financial performance. Net write-offs decreased primarily due to a $6.0 million write off of a loan held for investment in 2023 with only a small write-off in 2024. Other operating expenses increased largely as a result of increased travel and entertainment, software costs, and expenses associated with repurchased loans, partially offset by an increase in beneficial fair value adjustments to contingent consideration liabilities.

Financial Condition

Cash Flows from Operating Activities

Our cash flows from operating activities are generated from loan sales, servicing fees, placement fees, 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 operating activities 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, including repurchased loans, 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.

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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 investment. We believe that our current warehouse loan facilities are adequate to meet our loan origination needs. Historically, we used a combination of long-term debt and cash flows from operating activities to fund large acquisitions. Additionally, we 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 the exercise of stock options and for acquisitions (non-cash transactions).

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Years Ended December 31, 2024 Compared to Years Ended December 31, 2023

The following table presents a year-over-year comparison of the significant components of cash flows for the year ended December 31, 2024 and 2023.

SIGNIFICANT COMPONENTS OF CASH FLOWS – 2024 COMPARED TO 2023

CONSOLIDATED

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Operating Activities

Cash provided by (used in) operating activities changed due to:

Investing Activities

Cash provided by (used in) investing activities changed due to:

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Partially offsetting the aforementioned changes that decreased cash were the following activities that decreased cash:

Financing Activities

Cash provided by (used in) financing activities changed due to:

Partially offsetting the aforementioned changes that decreased cash were the following activities that increased cash:

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Segment Results

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

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Capital Markets

Our CM 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 CM 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 lenders and investors. The CM segment also provides real estate-related investment banking and advisory services, including housing market research.

SUPPLEMENTAL OPERATING DATA

CAPITAL MARKETS

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FINANCIAL RESULTS–2024 COMPARED TO 2023

CAPITAL MARKETS

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Revenues

Origination fees and MSR Income. The following tables provide additional information that helps explain changes in origination fees and MSR income year over year:

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The increase in origination fees were primarily the result of the 23% increase in debt financing volume, partially offset by a five-basis-point decrease in our origination fee rate. The decrease in the origination fee rate was driven by an increase in brokered debt financing volume as a percentage of total debt financing volume as seen above. Brokered debt financing volume has lower origination fees than Agency debt financing volume.

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The increase in MSR income was attributable to a 10% increase in Agency debt financing volume, partially offset by a two-basis point decrease in the Agency MSR Rate seen above. The decrease in the Agency MSR Rate was primarily the result of an increase in Freddie Mac debt financing volumes as a percentage of total debt financing volumes shown above. Our Freddie Mac loans have lower weighted-average servicing fees (“WASF”) than our other products.

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Property sales broker fees. The increase in property sales broker fees were driven principally by the 11% increase in the property sales volumes period over period.

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Other revenues. The decrease was primarily driven by a $14.3 million decrease in investment banking revenues, partially offset by a $3.4 million increase in appraisal revenues. The decrease in investment banking revenues was largely due to the closing of the largest investment banking advisory transaction in Company history during 2023 with no comparable activity in 2024. The increase in appraisal revenues was driven by the increase in debt financing transactions and growth in our appraisal services.

Expenses

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Personnel. The increase was primarily the result of an increase of $22.2 million in commission costs and $4.4 million in other production incentive costs due to higher origination fees and property sales broker fees. Partially offsetting the increase was a $3.0 million decrease in salaries and benefits costs and subjective bonus expenses as average headcount decreased for the segment from 822 in 2023 to 734 in 2024.

Interest expense on corporate debt. Interest expense on corporate debt is determined at a consolidated corporate level and allocated to each segment proportionally based on each segment’s use of that corporate debt. The discussion of our consolidated results above has additional information related to the increase in interest expense on corporate debt.

Goodwill impairment. Goodwill impairment decreased due to the lower projected cash flows at one of our reporting units in the CM reportable segment compared to two reporting units in 2023. Additionally, the size of the impairment per reporting unit decreased in 2024 from 2023 as the challenging market conditions and related future expectations began to improve.

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Fair value adjustments to contingent consideration liabilities. The increase was driven by a decrease in the fair value adjustment to contingent consideration liabilities (“CCL”) of $23.0 million also caused by challenges in the forecasted macroeconomic conditions and transaction markets driving lower projected achievement of earnout hurdles, tied primarily to transaction activity and related revenues, resulting in a $39.5 million benefit in 2024 related to several acquisitions, compared to a $62.5 million benefit in 2023 related exclusively to the GeoPhy acquisition.

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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.

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Non-GAAP Financial Measure

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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

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The following table presents a year-over-year comparison of the components of CM adjusted EBITDA for the years ended December 31, 2024 and 2023.

ADJUSTED EBITDA – 2024 COMPARED TO 2023

CAPITAL MARKETS

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Origination fees increased due to an increase in our overall debt financing volume, partially offset by a decrease in our origination fee rate. Property sales broker fees increased as a result of the growth in property sales volumes. Other revenues decreased largely due to decreased investment banking revenues, partially offset by an increase in appraisal revenues. The increase in personnel expense was primarily due to increased commission and other production incentive costs due to the increase in origination fees, partially offset by a decrease in salaries and benefits to a lower average headcount for the segment. Other operating expenses decreased due to a larger beneficial adjustment to contingent consideration liabilities in 2024 than in 2023.

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Servicing & Asset Management

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The SAM segment activities include: (i) servicing and asset-managing the portfolio of loans we (a) originate and sell to the Agencies, (b) broker to certain life insurance companies, and (c) originate through our 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.

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SUPPLEMENTAL OPERATING DATA

SERVICING & ASSET MANAGEMENT

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FINANCIAL RESULTS – 2024 COMPARED TO 2023

SERVICING & ASSET MANAGEMENT

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Revenues

Servicing fees. The increase was primarily attributable to an increase in the average servicing portfolio period over period as shown below, slightly offset by a decline in the average servicing fee rates. The increase in the average servicing portfolio was driven primarily by the $4.5 billion increase in Fannie Mae loans serviced. The decrease in the average servicing fee rates were the result of decreases in the WASF on our new Fannie Mae debt financing volume over the past year as the volatility in the interest rate environment compressed the spread on our debt financing volume and reduced the servicing fee rates on loans originated over the past two years. The WASF on new debt financing volume was lower than the loans paid off in the portfolio over the past year.

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Investment management fees. Investment management fees decreased primarily due to a $15.0 million decline in asset management fees and sales fees from WDAE. WDAE earns asset management fees through cash flows from its underlying property level investments and the sale, or realization, of those property level investments. The disruption in the property sales markets, and declines in overall asset valuations, negatively impacted WDAE’s realization related revenues. That decline was partially offset by a $6.5 million increase in investment management fees earned by WDIP, driven by an increase in assets under management within its equity and debt funds.

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Placement fees and other interest income.  The increase was driven primarily by an increase in our placement fees on escrow deposits of $10.2 million, coupled with increases in interest income from our pledged securities investments of $1.8 million. The increase in placement fee revenue was largely attributable to an increase of 6% year over year in the average escrow balance. Additionally, the placement fee rates

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on escrow deposits and the interest rate on our variable-rate pledged securities investments increased slightly as a result of the elevated short-term interest rate environment in 2024 compared to same period in 2023.

Other revenues. The increase was primarily due to a $17.5 million increase from gain on equity method investments, partially offset by an $8.5 million decline in syndication and other fees. The increase from gain on equity method investments was driven by the sale of a portfolio of assets by our LIHTC subsidiary. The decrease in syndication fees was primarily attributable to 41% decrease in syndication volume as we delayed the closing of two funds in 2024 due to a leadership change at our LIHTC subsidiary. The funds are expected to close in 2025.

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Expenses

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Personnel. The increase was primarily the result of increases in salaries and benefits of $7.1 million and subjective bonus compensation of $1.2 million. The increase in salaries and benefits was due to an increase in average segment headcount. Subjective bonus compensation increased due to our financial performance.

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Amortization and depreciation. The increase was primarily due to an $8.4 million increase in amortization of intangible assets combined with a $2.1 million increase in amortization expense related to MSRs. The increase in amortization of intangible assets was related to the aforementioned sale of assets, which resulted in no remaining value for certain intangible assets.

Provision (benefit) for credit losses. The change from a benefit for credit losses to a provision for credit losses was primarily due to the $14.2 million provision for credit losses related to loan repurchase and indemnification agreements we have with the GSEs, with no comparable activity in 2023. Partially offsetting this increase in provision (benefit) for credit losses was a benefit for credit losses from the annual update of our historical loss rate. The benefit for credit losses in 2023 was primarily due to the annual update of our historical loss rate that resulted in a large decrease to the calculated expected credit losses. The annual updates resulted in the loss data from earlier periods within the historical lookback period falling off and being replaced with a period with significantly lower loss data, resulting in the historical loss rates decreasing, with the rate decreasing much more in 2023 than in 2024.

Interest expense on corporate debt. Interest expense on corporate debt is determined at a consolidated corporate level and allocated to each segment proportionally based on each segment’s use of that corporate debt. The discussion of our consolidated results above has additional information related to the increase in interest expense on corporate debt.

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Fair value adjustments to contingent consideration liabilities. The benefit was due to the fair value adjustment to the LIHTC subsidiary CCL of $10.8 million in 2024 caused by the impact of the sustained challenging market conditions upon our LIHTC subsidiary, with no comparable activity in 2023.

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Other operating expenses. The increase was primarily due to a $10.9 million increase in miscellaneous expenses related to indemnified and repurchased loans and a $2.9 million increase in legal fees. The miscellaneous operating costs related to indemnified and repurchased loans were related to operating and maintenance costs incurred to preserve the underlying collateral.

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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.

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Non-GAAP Financial Measure

A reconciliation of adjusted EBITDA for our SAM 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:

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ADJUSTED FINANCIAL MEASURE RECONCILIATION TO GAAP

SERVICING & ASSET MANAGEMENT

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The following table presents a year-over-year comparison of the components of SAM adjusted EBITDA for the years ended December 31, 2024 and 2023.

ADJUSTED EBITDA – 2024 COMPARED TO 2023

SERVICING & ASSET MANAGEMENT

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Servicing fees increased due to growth in the average servicing portfolio period over period as a result of loan originations, partially offset by a decrease in the average servicing fee rate. Investment management fees decreased primarily due to lower AMF revenues from LIHTC dispositions. Placement fees and other interest income increased primarily due to an increase in the average balance of escrow deposits. Other revenues increased primarily due to the gain on equity method investments from the aforementioned sale of a portfolio of assets. Personnel increased primarily due to an increase in salaries and benefit costs and subjective bonus compensation. Net write-offs decreased due to the write-off of a loan held for investment during 2023 with a larger UPB, while the write off in 2024 related to a loan with a smaller UPB.

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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

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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 – 2024 COMPARED TO 2023

CORPORATE

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Revenues

Other interest income. The increase was due to higher interest income earned on our corporate and fund cash balances.

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Expenses

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Personnel. The increase was primarily the result of a $9.8 million increase in subjective bonus compensation and a $3.1 million increase in salaries and benefits. A small increase in the corporate average headcount during 2024 was the primary driver for the increase in salaries and benefits expenses. The increase in subjective bonus compensation was driven primarily by our financial performance combined with a small increase in average headcount.

Interest expense on corporate debt. Interest expense on corporate debt is determined at a consolidated corporate level and allocated to each segment proportionally based on each segment’s use of that corporate debt. The discussion of our consolidated results above has additional information related to the increase in interest expense on corporate debt.

Other operating expenses. The increase was primarily driven by normal growth in software costs of $4.9 million, increased office expenses of $1.7 million due to renewing and extending several office leases, and travel and entertainment of $1.5 million as we hosted an all company gathering in 2024 with no comparable event in 2023 due to our cost reduction efforts in 2023.

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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.

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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

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The following table presents a year-over-year comparison of the components of Corporate adjusted EBITDA for the years ended December 31, 2024 and 2023.

ADJUSTED EBITDA – 2024 COMPARED TO 2023

CORPORATE

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Other interest income increased primarily due to an increase in interest earned on our cash deposits and fund cash balances. The increase in personnel expense was primarily due to increased subjective bonus compensation and salaries and benefits expense due to an increase in corporate average headcount during 2024 and company performance. Other operating expenses increased largely as a result of increased software costs and travel and entertainment expense.

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) pay cash dividends; (iii) fund our portion of the equity necessary to support equity-method investments; (iv) fund investments in properties to be syndicated to LIHTC investment funds that we will asset-manage; (v) make payments related to earnouts from acquisitions, (vi) meet working capital needs to support our day-to-day operations, including debt service payments, joint venture development partnership contributions, advances for servicing, loan repurchases, and payments for salaries, commissions, and income taxes, and (vii) 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.

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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, 2024. The net worth requirement is derived primarily from unpaid balances on Fannie Mae loans and the level of risk-sharing. As of December 31, 2024, the net worth requirement was $324.4 million, and our net worth was $992.6 million, as measured at our wholly

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owned operating subsidiary, Walker & Dunlop, LLC. As of December 31, 2024, we were required to maintain at least $64.5 million of liquid assets to meet our operational liquidity requirements for Fannie Mae, Freddie Mac, HUD, Ginnie Mae, and our warehouse facility lenders. As of December 31, 2024, we had operational liquidity of $253.9 million, as measured at our wholly owned operating subsidiary, Walker & Dunlop, LLC.

We paid a cash dividend of $0.65 per share each quarter of 2024, which is 3% higher than the quarterly dividend paid in each quarter of 2023. In February 2025, the Company’s Board of Directors declared a dividend of $0.67 per share for the first quarter of 2025, a 3% increase over the 2024 quarterly dividend. The dividend will be paid on March 14, 2025 to all holders of record of our restricted and unrestricted common stock as of February 28, 2025.

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Over the past three years, we have returned $264.7 million to investors primarily through cash dividend payments of $253.6 million. Additionally, over the past three years, we have invested $92.2 million in acquisitions, primarily through the payment of earnouts related to acquisitions that closed in 2021 and 2022. 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, 2024, we did not fully fund any such loans. We continually seek opportunities to complete additional acquisitions if we believe the economics are favorable.

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In February 2024, 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 23, 2024. Through December 31, 2024, we did not repurchase any shares under the 2024 stock repurchase program and had $75.0 million of remaining capacity under that program. In February 2025, our Board of Directors again 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 21, 2025.

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We have contractual obligations to make future cash payments on lease agreements on our various offices of $131.8 million as of December 31, 2024. 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 was $1.4 billion as of December 31, 2024, of which $592.5 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 $58.8 million in 2025, $51.7 million in 2026, $51.1 million in 2027, and $50.6 million in 2028. The future interest for long-term debt is based on a variable rate; therefore, the preceding interest payments are calculated based on the effective interest rate as of December 31, 2024.

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. We are generally required to share the risk of any losses associated with loans sold under the Fannie Mae DUS program, which is an 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 mortgage-backed securities (“MBS”) are discounted 4% for purposes of calculating compliance with the collateral requirements. As of December 31, 2024, we held substantially all of our restricted liquidity in Agency MBS in the aggregate amount of $183.4 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, 2024 collateral requirements as outlined above. As of December 31, 2024, reserve requirements for the December 31, 2024 DUS loan portfolio will require us to fund $71.5 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

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unrestricted portions of the required reserves each year. We satisfied these requirements as of December 31, 2024.

Sources of Liquidity: Warehouse Facilities and Note 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 and Interim Loan Program. 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.

Note Payable

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.

The warehouse notes payable and note payable are subject to various financial covenants. The Company is in compliance with all of these financial covenants as of December 31, 2024.

Credit Quality, Allowance for Risk-Sharing Obligations, and Loan Repurchases

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

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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.

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 UPB of the loan.

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. At times, we may agree to a higher risk-sharing percentage (up to 100% of UPB) after origination and under limited circumstances.

We have a loss-sharing arrangement with Freddie Mac related to SBL loans that is only applicable to SBL loans that are pre-securitized and outstanding for more than 12 months. If a loan defaults prior to securitization, we are required to share the losses with Freddie Mac. Our loss-sharing arrangement is a 10% top loss, meaning that we are responsible for the first 10% of the losses incurred on such defaulted loans. We have never incurred a loss on a Freddie Mac SBL loan; however, we have three defaulted loans with allowances in our portfolio that are awaiting final resolution.

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 collateral-based reserve is recorded when it is probable that a risk-sharing loan will foreclose or has foreclosed and it is expected to result in a loss for the Company, and a reserve for estimated credit losses and a guaranty obligation are recorded for all other risk-sharing loans. We do not record a collateral-based reserve when it is probable that a risk sharing loan will foreclose or has foreclosed, and the disposition proceeds are expected to be higher than the UPB, resulting in no losses for the Company.

The allowance for risk-sharing obligations related to our $62.9 billion at-risk Fannie Mae servicing portfolio and our Freddie Mac SBL defaulted loans as of December 31, 2024 was $24.2 million compared to $31.6 million as of December 31, 2023.

As of December 31, 2024, six loans (three Fannie Mae loans and three Freddie Mac SBL loans) were in default with an aggregate UPB of $41.7 million compared to three loans (all Fannie Mae loans) with an aggregate UPB of $27.2 million that were in default as of December 31, 2023. The collateral-based reserve on defaulted loans was $4.0 million and $2.8 million as of December 31, 2024 and

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December 31, 2023, respectively. We had a benefit for risk-sharing obligations of $1.0 million and $10.4 million for the years ended December 31, 2024 and 2023, respectively.

For the ten-year period from January 1, 2014 through December 31, 2024, we recognized net write-offs of risk-sharing obligations of $10.0 million, or an average of less than one basis point annually of the average at risk Fannie Mae portfolio balance.

We are obligated to repurchase loans that are originated for the GSEs’ programs if certain representations and warranties that we provide in connection with the sale of the loans through these programs are breached. When we agree to repurchase or indemnify the GSEs, we are required to report the loan or underlying collateral as an asset and the related obligation to repurchase the loans or indemnification liability to the GSE as a liability on our Consolidated Balance Sheets. During 2024, we received repurchase demands for five loans and repurchased or agreed to indemnify the GSEs for all five loans. The loans had an outstanding principal balance of $87.3 million. For the year ended December 31, 2024, we incurred $14.2 million of provision for credit losses and $10.6 million in operating costs related to these five repurchase requests. NOTE 2 of our consolidated financial statements contains additional details.

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These five loans are the only repurchase obligations in our history, and we have not yet incurred any realized credit losses associated with these repurchase obligations. We have evaluated our repurchase exposure under a breach of representations and warranties and do not believe there is a material unreserved exposure.

New/Recent Accounting Pronouncements

NOTE 2 in the consolidated financial statements in Item 15 of Part IV in this 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 2024 that have the potential to impact our consolidated financial statements.

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