Groman Daniel J 4

What Happened
Daniel J. Groman, EVP, General Counsel, Secretary & Chief Compliance Officer at Walker & Dunlop (WD), received equity awards on Feb 13, 2026 and had shares withheld to cover tax obligations. The filing reports: 8,082 restricted shares granted (acquired at $0.00), and additional deferred/restricted units granted (6,466 and 3,233 units, recorded as derivative awards at $0.00). To satisfy tax withholding, 1,471 shares were disposed at $61.86 each for proceeds of $90,996 (code F — payment of tax liability).

Key Details

• Transaction date: 2026-02-13; Form 4 filed 2026-02-18 (filed 5 calendar days after the transaction; Form 4s are normally due within 2 business days, so this filing appears to be one business day late).
• Prices: Awards reported at $0.00 (award/grant); tax-withheld shares disposed at $61.86 each for $90,996 total.
• Shares owned after transaction: Not specified in this filing.
• Footnotes / vesting & settlement:
  • Restricted stock (8,082 shares) vests in three equal annual installments beginning Feb 15, 2027 (F1).
  • Deferred stock units represent rights to one share each and are fully vested; settlement into shares occurs on a date selected by the reporting person under the company’s deferred stock plan (F2, F3).
  • Restricted stock units represent rights to one share each and will be settled into common shares on a date selected under the plan, subject to possible vesting acceleration (F4, F5).
• Disposal code F indicates shares were surrendered/used to satisfy tax withholding, not an open-market sale for investment.

Context
These transactions are compensation-related awards (not open-market purchases or sales). The award entries (A) reflect grant/acquisition of equity compensation; the F-coded disposition is a standard tax-withholding action where vested shares are surrendered to cover taxes. Such awards signal management compensation alignment with shareholders but are routine and not the same as an insider buying shares on the open market.