Pryor Paula A. 4

What Happened
Paula A. Pryor, Executive Vice President and Chief Human Resources Officer of Walker & Dunlop (WD), received equity awards on February 13, 2026 and had 2,169 shares withheld to satisfy tax withholding. The filing shows three award entries totaling 11,689 award units: 8,082 restricted shares (no cash price), 2,405 deferred stock units, and 1,202 restricted stock units — all reported as acquisitions at $0.00. Separately, 2,169 shares were disposed via tax withholding at $61.86 per share, generating proceeds/value of $134,174. The awards appear to be grants (not open-market purchases); the share withholding is a routine tax-related disposition.

Key Details

• Transaction date: February 13, 2026. Filing date: February 18, 2026 (filed late relative to the transaction date).
• Awards granted: 8,082 restricted shares; 2,405 deferred stock units (DSUs); 1,202 restricted stock units (RSUs). Total newly reported award units = 11,689. All reported at $0.00 acquisition price.
• Sale for tax withholding: 2,169 shares disposed at $61.86 each = $134,174 (to cover tax liabilities). Reported under code F (tax withholding).
• Shares owned after transaction: not specified in the provided filing excerpt.
• Notable footnotes:
  • Restricted stock (8,082) vests in three equal annual installments beginning Feb 15, 2027.
  • Each deferred stock unit represents the right to one common share; those DSUs are fully vested and will be settled in shares on a date selected by the reporting person under the company’s deferred stock plan.
  • RSUs represent rights to receive shares and will be settled on a date selected under the plan, subject to any vesting-acceleration provisions.
• Filing timeliness: This Form 4 was filed five days after the transaction date (appears late). Late filings are reportable and may attract SEC attention but do not by themselves indicate wrongdoing.

Context

• The awards are grants (company compensation) and typically reflect planned equity compensation rather than an open-market purchase (a more direct bullish signal).
• The 2,169-share disposition was to satisfy tax withholding obligations — a common administrative transaction when awards are granted or vest; such withholding sales are routine and not necessarily a negative signal about the company.
• The DSUs being fully vested means Pryor can elect to receive those as shares in the future; RSUs and restricted stock have vesting schedules that limit immediate transferability.
• This report pertains to an executive officer (not a 10% owner).