PFSI Raises $650M with 6.75% Senior Unsecured Notes Maturing 2034

Rhea-AI Filing Summary

PennyMac Financial Services, Inc. closed an offering of $650,000,000 aggregate principal amount of 6.750% Senior Notes due 2034 on August 12, 2025. Interest accrues from August 12, 2025 at 6.750% per year and is payable semi-annually on February 15 and August 15, beginning February 15, 2026. Proceeds will be used to repay borrowings under the company’s secured MSR facilities, repay other secured indebtedness and for general corporate purposes.

The Notes are senior unsecured obligations of the issuer, fully and unconditionally guaranteed on a senior unsecured basis by the issuer’s existing and future wholly-owned domestic subsidiaries (other than certain excluded subsidiaries). The Notes rank equally with other senior indebtedness and ahead of subordinated debt, while remaining effectively subordinated to secured indebtedness to the extent of the value of collateral. The Indenture includes customary covenants, redemption mechanics (including make-whole and specified pre-2028 redemption baskets) and a change-of-control purchase option.

Positive

• $650,000,000 of longer-dated fixed-rate financing secures capital through 2034
• Proceeds are designated to repay secured MSR facilities and other secured indebtedness, reducing reliance on those secured borrowings
• Notes are guaranteed by existing and future wholly-owned domestic subsidiaries, providing additional creditor support among guarantors
• Semi-annual interest payments (Feb 15 and Aug 15) provide predictable cash interest obligations

Negative

• The issuance increases senior unsecured indebtedness, adding to the company’s leverage and fixed interest burden at 6.75%
• Notes are structurally subordinated to indebtedness of subsidiaries that do not guarantee the Notes to the extent of collateral value
• Indenture includes customary covenants and redemption mechanics that may limit financing flexibility and include make-whole and pre-2028 redemption penalties

Insights

Fixed Income Analyst

TL;DR: Issuance raises long-term unsecured funding of $650M at a fixed 6.75%, replacing secured borrowings and extending maturity to 2034.

The offering provides PennyMac with a fixed-rate, long-dated unsecured instrument that matures in 2034 and accrues interest at 6.750% beginning August 12, 2025. Proceeds earmarked to repay secured MSR facilities and other secured indebtedness suggest a shift in the company’s liability mix from secured to unsecured financings, while preserving liquidity for general corporate purposes. The notes are guaranteed by domestic subsidiaries, which supports structural creditability among guarantor creditors, but the instruments remain structurally subordinated to obligations of non-guarantor subsidiaries. Redemption features and change-of-control repurchase rights follow market conventions for non-investment-grade debt.

Corporate Finance Specialist

TL;DR: Material financing transaction that refinances secured indebtedness with $650M of senior unsecured notes; impacts capital structure and covenant profile.

The issuance is a material capital markets transaction that replaces secured borrowings (including MSR facilities) and supplies general corporate liquidity. The Indenture contains standard covenants limiting additional secured debt, restricted payments, affiliate transactions and asset dispositions, which will affect future financing flexibility. Investors should note the notes’ subordination to secured creditors to the extent of collateral and the subsidiary guarantees that create cross‑creditor ranking among guarantors. The filing references the Indenture and global note as exhibits for full terms.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2025

PennyMac Financial Services, Inc.

(formerly known as New PennyMac Financial Services, Inc.)

(Exact name of registrant as specified in its charter)

Delaware	001-38727	83-1098934
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3043 Townsgate Road, Westlake Village, California		91361
(Address of principal executive offices)		(Zip Code)

(818) 224-7442

(Registrant’s telephone number, including area code)

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, $0.0001 par value		PFSI		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨

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 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On August 12, 2025 (the “Closing Date”), PennyMac Financial Services, Inc. (the “Issuer” and, together with its subsidiaries, the “Company”) closed the previously announced offering (the “Offering”) of $650,000,000 aggregate principal amount of the Issuer’s 6.750% Senior Notes due 2034 (the “Notes”). The Issuer sold the Notes to the initial purchasers in the Offering, which was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes were offered for resale to purchasers reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.

Proceeds from the Offering will be used to repay borrowings under the Company’s secured MSR facilities, other secured indebtedness, and for other general corporate purposes.

The Notes were issued pursuant to the Indenture, dated as of August 12, 2025 (the “Indenture”), among the Issuer, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee. Interest on the Notes accrues beginning on August 12, 2025 at a rate of 6.750% per year. Interest on the Notes is payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2026. The Notes mature on February 15, 2034.

The Indenture contains customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations on, among other things, incurring additional debt or issuing certain preferred shares, paying dividends on or making other distributions in respect of capital stock or making other restricted payments, making certain investments, selling or transferring certain assets, creating liens on certain assets to secure debt, consolidating, merging, selling or otherwise disposing of all or substantially all assets, entering into certain transactions with affiliates and designating subsidiaries as unrestricted subsidiaries.

Prior to August 15, 2028, the Issuer may, at its option and on any one or more occasions, redeem some or all of the Notes at a price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, plus a make-whole premium.

Prior to August 15, 2028, the Issuer may, at its option and on any one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes with an amount equal to or less than the net proceeds from certain equity offerings at a redemption price of 106.75% plus accrued and unpaid interest to, but excluding, the redemption date.

On or after August 15, 2028, the Issuer may, at its option and on any one or more occasions, redeem some or all of the Notes at the applicable redemption prices set forth in the Indenture, plus accrued and unpaid interest to, but excluding, the redemption date.

If a “change of control triggering event” (as defined in the Indenture) occurs, the holders of the Notes may require the Issuer to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the repurchase date.

The Notes will be senior unsecured obligations of the Issuer and will rank senior in right of payment to any future subordinated indebtedness of the Issuer, equally in right of payment with all existing and future senior indebtedness of the Issuer and effectively subordinated to any future secured indebtedness of the Issuer to the extent of the value of collateral securing such indebtedness.

The Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of the Issuer’s existing and future wholly-owned domestic subsidiaries (other than certain excluded subsidiaries). The guarantees will be senior unsecured obligations of the guarantors and will rank senior in right of payment to any future subordinated indebtedness of the guarantors, equally in right of payment with all existing and future senior indebtedness of the guarantors and effectively subordinated to any future secured indebtedness of the guarantors to the extent of the value of collateral securing such indebtedness. The Notes and the guarantees will be structurally subordinated to the indebtedness and liabilities of the Issuer’s subsidiaries that do not guarantee the Notes.

The foregoing summaries of the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the Indenture, a copy of which is filed as Exhibit 4.1 to this Form 8-K, and such document is incorporated herein by reference.

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 relating to the Indenture is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
4.1		Indenture, dated as of August 12, 2025, among PennyMac Financial Services, Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the 6.750% Senior Notes due 2034
4.2		Form of Global Note for 6.750% Senior Notes due 2034 (included in Exhibit 4.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PENNYMAC FINANCIAL SERVICES, INC.
Date: August 12, 2025	/s/ Daniel S. Perotti
	Daniel S. Perotti
	Senior Managing Director and Chief Financial Officer

FAQ

How much debt did PennyMac (PFSI) issue in this offering?

The company issued $650,000,000 aggregate principal amount of 6.750% Senior Notes due 2034.

What interest rate applies to the new PFSI notes and when is interest payable?

Interest accrues at 6.750% per year, payable semi-annually on February 15 and August 15, commencing February 15, 2026.

How will PennyMac use the proceeds from the offering?

Proceeds will be used to repay borrowings under secured MSR facilities, repay other secured indebtedness, and for general corporate purposes.

Are the 6.750% Senior Notes secured or unsecured?

The Notes are senior unsecured obligations of the issuer.

Do subsidiaries guarantee the PFSI notes?

Yes, the Notes are fully and unconditionally guaranteed jointly and severally by the issuer’s existing and future wholly-owned domestic subsidiaries (other than certain excluded subsidiaries).

When do the notes mature and what are redemption features?

The Notes mature on February 15, 2034. The Indenture provides customary redemption provisions, including make-whole mechanics, a pre-2028 equity-proceeds redemption basket at 106.75%, and change-of-control repurchase at 101%.