As filed with the Securities and Exchange Commission
on November 9, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Walker & Dunlop, Inc.
(Exact name of registrant as specified in its charter)
| Maryland |
80-0629925 |
(State or other jurisdiction of incorporation or
organization) |
(I.R.S. Employer Identification No.) |
7272 Wisconsin Avenue
Suite 1300
Bethesda, MD 20814
(Address of Principal Executive Offices) (Zip Code)
WALKER & DUNLOP, INC. 2020 EQUITY
INCENTIVE PLAN
(Full title of the plan)
William M. Walker
Chairman and Chief Executive Officer
Walker & Dunlop, Inc.
7272 Wisconsin Avenue
Suite 1300
Bethesda, MD 20814
(301) 215-5500
(Name and address of agent for service)
(Telephone number, including area code, of agent
for service)
Copy to:
Julia A. Thompson
Latham & Watkins LLP
555 Eleventh Street N.W., Suite 1000
Washington, D.C. 20004
(202) 637-2200
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
Walker & Dunlop, Inc. (the “Company”)
is filing this Registration Statement to register an additional 1,000,000 shares of the Company’s common stock, $0.01 par value
per share (“Common Stock”), for issuance pursuant to the Walker & Dunlop, Inc. 2020 Equity Incentive Plan (the
“Plan”), which have accumulated in the Plan as a result of forfeitures due to the failure to achieve service- or performance-based
vesting conditions.
Pursuant
to General Instruction E to Form S-8, the contents of the earlier registration statements on Form S-8 filed with the
Securities and Exchange Commission (the “Commission”) on May 14, 2020 (File No. 333-238259), June 4, 2015 (File No. 333-204722), August 30, 2012 (File No. 333-183635) and December 16, 2010 (File No. 333-171205) are incorporated
herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation of Documents by Reference. |
The following documents filed by the Company with the Commission are
hereby incorporated by reference in this Registration Statement:
| • | the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023, June 30, 2023 and
September 30, 2023, filed with the Commission on May 4, 2023, August 3, 2023 and November 9, 2023, respectively; |
| • | the Company’s Current Reports on Form 8-K, filed with the Commission on January 4, 2023, January 18, 2023, February 10, 2023, April 13, 2023, May 9, 2023, July 11, 2023 and September 15, 2023; and |
All documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date hereof (excluding any documents
or portions of such documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K and any exhibits included
with such Items), and prior to the filing of a post-effective amendment that indicates that all the securities offered hereby have been
sold or that deregisters the securities offered hereby then remaining unsold, shall also be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement
or in a document incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed to be modified or
superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be
incorporated by reference in this Registration Statement modifies or supersedes that statement. Any statement so modified or superseded
will not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Denver, State of Colorado, on the 9th day of November, 2023.
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Walker & Dunlop, Inc. |
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BY |
/s/ William M. Walker |
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William M. Walker |
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Chairman and Chief Executive Officer |
POWER OF ATTORNEY
We, the undersigned directors and officers of Walker &
Dunlop, Inc., a Maryland corporation, do hereby constitute and appoint Gregory A. Florkowski, Executive Vice President and Chief
Financial Officer, and Richard M. Lucas, the Executive Vice President, General Counsel and Secretary, and each and either of them, our
true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things in
our names and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our name
in the capacities indicated below, which said attorneys and agents may deem necessary or advisable to enable said corporation to comply
with the Securities Act and any rules, regulations and requirements of the Commission, in connection with this registration statement,
including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto; and we hereby ratify
and confirm all that said attorneys and agents, or either of them, shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| Signature |
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Title |
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Date |
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| /s/ William M. Walker |
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Chairman and Chief Executive Officer
(Principal Executive Officer) |
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November 9, 2023 |
| William M. Walker |
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| /s/ Howard W. Smith, III |
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President and Director |
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November 9, 2023 |
| Howard W. Smith, III |
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| /s/ Ellen D. Levy |
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Director |
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November 9, 2023 |
| Ellen D. Levy |
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| /s/ Michael D. Malone |
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Director |
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November 9, 2023 |
| Michael D. Malone |
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| /s/ John Rice |
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Director |
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November 9, 2023 |
| John Rice |
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| /s/ Dana L. Schmaltz |
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Director |
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November 9, 2023 |
| Dana L. Schmaltz |
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| /s/ Michael J. Warren |
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Director |
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November 9, 2023 |
| Michael J. Warren |
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| /s/ Donna C. Wells |
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Director |
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November 9, 2023 |
| Donna C. Wells |
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| /s/ Gregory A. Florkowski |
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Executive Vice President and Chief
Financial Officer (Principal Financial |
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November 9, 2023 |
| Gregory A. Florkowski |
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Officer and Principal Accounting Officer) |
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Exhibit 5.1
 |
750 E. PRATT STREET SUITE 900 BALTIMORE,
MD 21202
T
410.244.7400 F 410.244.7742 www.Venable.com
|
November 9, 2023
Walker & Dunlop, Inc.
7272 Wisconsin Avenue, Suite 1300
Bethesda, Maryland 20814
Re: Registration
Statement on Form S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Walker &
Dunlop, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out
of the registration of an additional 1,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01
per share (the “Common Stock”), for issuance pursuant to the Walker & Dunlop, Inc. 2020 Equity Incentive Plan
(the “Plan”), which are covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration
Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended (the “1933 Act”).
In connection with our representation of the Company,
and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction,
of the following documents (hereinafter collectively referred to as the “Documents”):
1. The
Registration Statement in the form in which it was transmitted to the Commission under the 1933 Act;
2. The
charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3. The
Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
4. A
certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
5. Resolutions
adopted by the Board of Directors of the Company (the “Board”) relating to, among other matters, the approval of the Plan
and the registration and issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the
Company;
6. The
Plan;
7. The
report of the Inspector of Elections certifying as to the quorum and approval of the Plan at the 2020 annual meeting of stockholders of
the Company held on May 14, 2020, certified as of the date hereof by an officer of the Company;
Walker & Dunlop, Inc.
November 9, 2023
Page 2
8. A
certificate executed by an officer of the Company, dated as of the date hereof; and
9. Such
other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions,
limitations and qualifications stated herein.
In expressing the opinion set forth below, we have
assumed the following:
1. Each
individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each
individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each
of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents
to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable
in accordance with all stated terms.
4. All
Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not
differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted
to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records
reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained
in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there
has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. Upon
the issuance of any Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares
of Common Stock that the Company is then authorized to issue under the Charter.
6. Each
option, award, right other security exercisable or exchangeable for a Plan Share pursuant to the Plan (each, an “Award”) will
be duly authorized and validly granted in accordance with the Plan, and each Award will be exercised or exchanged in accordance with the
terms of the Plan and such Award, including any option or award agreement entered into in connection therewith.
Walker & Dunlop, Inc.
November 9, 2023
Page 3
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:
1. The
Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing
with the SDAT.
2. The
issuance of the Shares pursuant to the Plan has been duly authorized and, when and to the extent issued and delivered by the Company in
accordance with the Registration Statement, the Plan, the Resolutions, any applicable Award and any other resolutions adopted by the Board
or a duly authorized committee thereof relating thereto, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the
State of Maryland and we do not express any opinion herein concerning United States federal law or the laws of any other jurisdiction.
We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State
of Maryland, federal or state laws regarding fraudulent transfers or the laws, codes or regulations of any municipality or other jurisdiction.
To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than
the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial
decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters
specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement
this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed
herein after the date hereof.
This opinion is being furnished to you for submission
to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the 1933 Act.
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Very truly yours, |
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/s/ Venable LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
We consent to the use of our reports dated February 23, 2023,
with respect to the consolidated financial statements of Walker and Dunlop, Inc. and subsidiaries, and the effectiveness of internal
control over financial reporting, incorporated herein by reference.
/s/ KPMG LLP
McLean, Virginia
November 9, 2023
Exhibit 107
CALCULATION OF FILING FEES TABLE
FORM S-8
(Form Type)
Walker & Dunlop, Inc.
(Exact name of registrant as specified in its charter)
Table 1: Newly Registered Securities
Security
Type | |
Security Class
Title | |
Fee
Calculation Rule | |
Amount
Registered(1) | | |
Proposed
Maximum
Offering
Price
Per
Share(2) | | |
Maximum
Aggregate
Offering
Price | | |
Fee Rate | | |
Amount of
Registration
Fee | |
| Equity | |
Common Stock, $0.01 par value per share | |
Other | |
| 1,000,000 | | |
$ | 74.58 | | |
$ | 74,580,000.00 | | |
| 0.00014760 | | |
$ | 11,008.01 | |
| Total Offering Amounts | |
| | | |
$ | 74,580,000.00 | | |
| | | |
$ | 11,008.01 | |
| Total Fee Offsets | |
| | | |
| | | |
| | | |
| — | |
| Net Fee Due | |
| | | |
| | | |
| | | |
$ | 11,008.01 | |
| (1) |
This
Registration Statement registers 1,000,000 additional shares of common stock, $0.01 par value per share (“Common Stock”),
of Walker & Dunlop, Inc. (the “Registrant”) that may be issued to participants pursuant to the Walker &
Dunlop, Inc. 2020 Equity Incentive Plan (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the “Securities Act”), this registration statement shall also cover any additional shares of Common Stock that
become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or similar transaction effected without
the Registrant’s receipt of consideration which would increase the number of outstanding shares of Common Stock.
|
| (2) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The Proposed Maximum Offering Price Per Share is based on the average of the high and the low price of Common Stock as reported on the New York Stock Exchange on November 3, 2023. |
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