Paula A. Pryor - Feb 15, 2022 Form 4 Insider Report for Walker & Dunlop, Inc. (WD)

Role: EVP & Chief HR Officer, Director
Signature: /s/ Daniel J. Groman, Attorney-in-fact
Stock symbol: WD
Transactions as of: Feb 15, 2022
Transactions value $: -$1,393,112
Form type: 4
Date filed: 2/17/2022, 03:31 PM
Previous filing: Dec 1, 2021
Next filing: Mar 14, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WD	Common Stock	Award	$0	+6.18K	+79.37%	$0.00	14K	Feb 15, 2022	Direct	F1
transaction	WD	Common Stock	Award	$0	+2.86K	+20.49%	$0.00	16.8K	Feb 15, 2022	Direct	F2
transaction	WD	Common Stock	Tax liability	-$385K	-2.76K	-16.38%	$139.75	14.1K	Feb 15, 2022	Direct
transaction	WD	Common Stock	Tax liability	-$241K	-1.72K	-12.24%	$139.75	12.3K	Feb 15, 2022	Direct
transaction	WD	Common Stock	Sale	-$767K	-5.56K	-45.03%	$137.96	6.79K	Feb 16, 2022	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	WD	Deferred Stock Units	Award	$0	+2.86K		$0.00	2.86K	Feb 15, 2022	Common Stock	2.86K		Direct	F4, F5
transaction	WD	Restricted Stock Units	Award	$0	+1.43K		$0.00	1.43K	Feb 15, 2022	Common Stock	1.43K		Direct	F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.