Item 1.01. Entry into a Material Definitive Agreement.

On January 12, 2023, Walker & Dunlop, Inc. (the "Company") entered into a Lender Joinder Agreement and Amendment No. 1 (the "Amendment") to the Credit Agreement, dated as of December 16, 2021, by and among the Company, as borrower, JPMorgan Chase Bank, N.A., a national banking association ("JPM"), as administrative agent (in such capacity, the "Administrative Agent"), the several banks and other financial institutions or entities from time to time party thereto (the "Lenders"), and the other parties thereto (as amended by the Amendment and as further amended, restated, modified and supplemented from time to time, the "Credit Agreement").

The Company entered into the Amendment to, among other things, (i) incur incremental term loans in an aggregate principal amount of $200,000,000 (the "Incremental Term B Loans"), (ii) use the proceeds of the Incremental Term B Loans to make an investment in a subsidiary of the Company to fund the subsidiary's repayment of certain indebtedness and for other general corporate purposes, (iii) modify the ratio thresholds addressing mandatory prepayments from Excess Cash Flow (as defined in the Credit Agreement) and (iv) allow for the incurrence of additional types of indebtedness.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

JPM and its affiliates have various relationships with the Company and its affiliates involving the provision of financial services, including another credit facility under which an affiliate of the Company is a borrower, and investment banking.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure.

On January 12, 2023, the Company issued a press release announcing the closing of the Amendment and the Incremental Term B Loans, a copy of which is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

The information in this Item 7.01, as well as Exhibit 99.1 to this Current Report on Form 8-K, 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, or incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:





Exhibit
Number       Description
   10.1        Lender Joinder Agreement and Amendment No. 1, dated as of January
             12, 2023, to the Credit Agreement, dated as of December 16, 2021, by
             and among the Company, as borrower, JPMorgan Chase Bank, N.A., a
             national banking association, as administrative agent and an
             Incremental Term B Lender, the several banks and other financial
             institutions or entities from time to time party thereto, and the
             other parties thereto.
   99.1        Press Release dated January 12, 2023
   104       Cover Page Interactive Data File (formatted as inline XBRL and
             contained in Exhibit 101)

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