Walker & Dunlop, Inc. — Director's Dealing 2022

Feb 17, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Walker & Dunlop, Inc. (WD)
CIK: 0001497770
Period of Report: 2022-02-15

Reporting Person: Pryor Paula A. (Director, EVP & Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-15	Common Stock	A	6180	—	Acquired	13966.691	Direct
2022-02-15	Common Stock	A	2862	—	Acquired	16828.691	Direct
2022-02-15	Common Stock	F	2757	$139.75	Disposed	14071.691	Direct
2022-02-15	Common Stock	F	1722	$139.75	Disposed	12349.691	Direct
2022-02-16	Common Stock	S	5561	$137.9557	Disposed	6788.691	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-15	Deferred Stock Units	$	A	2862	Acquired		Common Stock (2862)	Direct
2022-02-15	Restricted Stock Units	$	A	1431	Acquired		Common Stock (1431)	Direct

Footnotes

F1: On April 2, 2019, the reporting person was granted an award of performance share units, which vest in the form of common stock if certain pre-established performance goals underlying the award are met over the course of a three-year period. On February 15, 2022, the Compensation Committee of the Issuer's Board of Directors certified the level at which the performance goals had been met, resulting in the vesting of these shares.

F2: The restricted stock vests in three equal annual installments beginning on February 15, 2023.

F3: The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $137.71 to $138.45. The reporting person undertakes to provide Walker & Dunlop, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: Each deferred stock unit represents the right to receive one share of common stock of the Issuer.

F5: The deferred stock units are fully vested and will be settled in shares of the Issuer's common stock either (i) on a date selected by the reporting person pursuant to the Issuer's Management Deferred Stock Unit Purchase Plan, as amended (the "Plan"), or (ii) as otherwise provided by the Plan.

F6: Each restricted stock unit represents the right to receive one share of common stock of the Issuer.

F7: The restricted stock units will be settled in shares of the Issuer's common stock on a date selected by the reporting person pursuant to the Plan, subject to vesting acceleration pursuant to the Plan.