Walker & Dunlop, Inc. Stock Compensation Disclosure
NOTE 13—SHARE-BASED PAYMENT
As of December 31, 2025, there were 12.0 million shares of stock authorized for issuance to directors, officers, and employees under the 2024 Equity Incentive Plan, which was approved by the stockholders on May 2, 2024 and constitutes an amendment and restatement of the Company’s 2020 Equity Incentive Plan, which entitles recipients to receive nonforfeitable dividends during the vesting period on a basis equivalent to the dividends paid to holders of common stock. As of December 31, 2025, 1.5 million shares remain available for grant under the 2024 Equity Incentive Plan.
Under the 2024 Equity Incentive Plan (and predecessor plans), the Company granted stock options to executive officers in the past and restricted shares to executive officers, employees, and non-employee directors during the years presented in the Consolidated Statements of Income, all without cost to the grantee. For the year ended December 31, 2025, the Company granted 0.2 million RSUs to the executive officers and certain other employees in connection with PSPs (“performance awards”). For both the years ended 2024 and 2023, the Company granted 0.2 million RSUs to the executive officers and certain other employees in connection with PSPs. The Company granted the RSUs at the maximum performance thresholds for each metric each year. As of December 31, 2025, the RSUs issued in connection with the 2025, 2024, and 2023 PSPs are unvested and outstanding. In 2025, the Company issued 0.4 million RSUs to the Company’s CEO in connection with a performance award. NOTE 2 contains additional details related to this award.
With respect to the 2024 and 2025 PSPs, the Company determined that the revenue and EPS targets were achievable at varying levels as of December 31, 2025.
The following table summarizes stock compensation expense for the years ended December 31, 2025, 2024, and 2023:
For the year ended December 31, | |||||||||
Components of stock compensation expense (in thousands) | | 2025 | | 2024 | | 2023 | |||
Restricted shares | $ | 25,989 | $ | 24,907 | $ | 29,452 | |||
CEO outperformance award | 716 | — | — | ||||||
PSP "RSUs" | 42 | 2,419 | (1,610) | ||||||
Total stock compensation expense | $ | 26,747 | $ | 27,326 | $ | 27,842 | |||
Excess tax benefit (shortfall) recognized | $ | (1,414) | $ | 1,674 | $ | 2,972 | |||
The amounts attributable to restricted shares in the table above include both equity-classified awards granted in restricted shares and liability-classified awards to be granted in restricted shares. The excess tax benefits (shortfall) recognized above reduced (increased) income tax expense.
The following table summarizes restricted share activity for the year ended December 31, 2025:
Weighted- | ||||||
Average | ||||||
Grant-date | ||||||
Restricted Shares Activity | | Shares | | Fair Value |
| |
Nonvested as of January 1, 2025 | 784,968 | $ | 89.69 | |||
Granted | 462,402 | 83.67 | ||||
Vested | (316,628) | 88.97 | ||||
Forfeited | (30,453) | 90.94 | ||||
Nonvested as of December 31, 2025 | 900,289 | $ | 86.82 | |||
The fair value of restricted share awards granted during 2025 was estimated using the closing price on the date of grant. The weighted average grant date fair values of restricted shares granted in 2024 and 2023 were $98.45 per share and $84.78 per share, respectively. The fair value of the restricted shares that vested during the years ended December 31, 2025, 2024, and 2023 were $27.2 million, $36.3 million, and $31.5 million, respectively.
As of December 31, 2025, the total unrecognized compensation cost for outstanding restricted shares was $43.7 million. As of December 31, 2025, the weighted-average period over which this unrecognized compensation cost will be recognized is 3.2 years.
The following table summarizes activity related to RSU performance awards for the year ended December 31, 2025:
Weighted- | ||||||
Average | ||||||
Grant-date | ||||||
Restricted Share Units Activity | | Share Units | | Fair Value |
| |
Nonvested as of January 1, 2025 | 599,959 | $ | 96.86 | |||
Granted | 567,464 | 86.28 | ||||
Vested | — | — | ||||
Forfeited | (155,505) | 128.39 | ||||
Cancelled | — | — | ||||
Nonvested as of December 31, 2025 | 1,011,918 | $ | 86.08 | |||
The fair value of performance awards granted during 2025 was estimated using the closing price on the date of grant. The weighted average grant date fair values of performance awards granted in 2024 and 2023 were $93.19 per share and $76.17 per share, respectively. The fair value of the performance awards that vested during the year ended December 31, 2023 was $20.5 million. There were no performance share vestings during the years ended December 31, 2025 and December 31, 2024.
As of December 31, 2025, the total unrecognized compensation cost for outstanding performance awards was $11.1 million. As of December 31, 2025, the weighted-average period over which this unrecognized compensation cost will be recognized is 3.8 years. The unrecognized compensation cost is based on the achievement levels that are probable as of December 31, 2025.
As of December 31, 2025, the total unrecognized compensation cost for the profits interests discussed in NOTE 11 was $10.5 million. As of December 31, 2025, the weighted-average period over which this unrecognized compensation cost will be recognized is 5.0 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Feb 26, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Feb 23, 2018 | |
| 2016 | Feb 24, 2017 | |
| 2015 | Feb 26, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.