8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 17, 2023

Walker &Dunlop, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:

(301

) 215-5500

Not applicable

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

Securities registered pursuant to Section 12(b) of the Act:

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

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

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

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

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

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

¨ Emerging growth company

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

Item7.01. Regulation FD Disclosure.

On April 17, 2023, Walker & Dunlop, Inc. (the “Company”) announced a workforce reduction of approximately 8% (110 employees) in response to continued challenging conditions in the commercial real estate financing and services market. The Company expects to realize a one-time expense of approximately $3 million to $4 million in the second quarter of 2023 and annualized personnel expense reductions of $25 million as a result of this action.

The Company will provide further details regarding the workforce reduction during its earnings call scheduled for May 4, 2023.

A copy of an email from Willy Walker, our Chairman and Chief Executive Officer, to Company employees regarding the reduction is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company’s current expectations and projections with respect to, among other things, the impacts of the workforce reduction and our outlook on the commercial real estate market. These statements may be preceded by, followed by or include the words “anticipate,” “believe,” “expect,” “forecast,” “intend,” “likely,” “outlook,” “plan,” “potential,” “project,” “projection,” “seek,” “can,” “could,” “may,” “should,” “would,” “will,” the negatives thereof and other words and terms of similar meaning. Forward-looking statements include all statements that are not historical facts. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Among these factors are risks related to the “Risk Factors” identified in the Company’s Annual Report on Form 10-K for 2022, as it may be updated or supplemented by subsequent Quarterly Reports on Form 10-Q and other SEC filings.

Item 9.01. Financial Statements and Exhibits.

(d)****Exhibits.

SIGNATURES

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

Exhibit 99.1

**To:**All Employees

**From:**Willy Walker

**Date:**April 17, 2023

**Time:**4:00 pm ET

Subject: Today’s Actions

Dear WDers:

Today is a sad day for all of us at Walker & Dunlop, as we have said farewell to more than 100 of our colleagues and friends, all of whom have made important contributions to our company.

We held on to our entire team entering 2023 thinking that commercial real estate transactions would recover once the Federal Reserve stopped raising rates. Unfortunately, with the Fed still raising rates, and the market disruption caused by the recent bank failures, we simply don't have visibility into when market activity will return to normal and must take action.

Today is one of those super challenging days when we deliver extremely hard news, thank an exceptional group of people for all their service and contributions to W&D, and then must immediately focus on our ongoing business, strategy, and growth.

As you process the actions taken today, please keep in mind**:**

We will hold an All-Company Town Hall at 5:00pm ET today to cometogether as a team, discuss the action we have taken, and answer any questions you have.

Thank you for all you do at W&D.  I look forward to seeing all of you on the Zoom call in an hour.

Sincerely,

Willy