PennyMac (NYSE: PFSI) to add $740B UPB in Cenlar subservicing deal
Rhea-AI Filing Summary
PennyMac Financial Services has entered into a definitive agreement to acquire the subservicing business of Cenlar Capital Corporation in an all-cash transaction, with an upfront purchase price of
Based on Cenlar’s current portfolio, PennyMac is expected to add up to
The deal is expected to close in the second half of
Positive
- Transformative servicing scale: Adding up to
$740 billion in unpaid principal balance and 2 million loans would lift PennyMac’s servicing portfolio to over$1 trillion , positioning it as the second largest mortgage servicer and one of the largest subservicers in the U.S. - Capital-light, fee-based growth focus: Management states the Cenlar subservicing acquisition is expected to drive growth of capital-light, fee-based revenue streams at significant scale, aligning with PennyMac’s strategic objective to expand its subservicing business.
- All-cash structure with defined earn-out: The deal uses an all-cash upfront purchase price of
$172.5 million plus up to$85 million of contingent consideration over three years, providing clear visibility into the headline financial commitment.
Negative
- Regulatory and closing uncertainty: The transaction is expected to close in the second half of
2026 but remains subject to customary closing conditions and required regulatory approvals, which may delay or prevent completion. - Integration and client transition risk: PennyMac plans to methodically transition approximately 100 institutional clients and associated operations, and its own forward-looking statements highlight risks that anticipated benefits and synergies may not be fully realized or could take longer than expected.
- Operational focus and legal risks: The forward-looking statements section notes potential legal proceedings related to the proposed transaction and the possibility that management attention may be diverted from ongoing operations during the pendency and integration phases.
Insights
Large, strategic mortgage subservicing acquisition with clear scale benefits but meaningful execution and approval risks.
PennyMac plans to buy Cenlar’s subservicing business for an upfront
Based on Cenlar’s current portfolio, PennyMac expects to add up to
The transaction is expected to close in the second half of
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On February 11, 2026, PennyMac Financial Services, Inc. (the “Company”) issued a press release and an investor update presentation stating that the Company has entered into a definitive agreement to acquire the subservicing business of Cenlar Capital Corporation. The press release and the investor update presentation have been made available on the Company’s investor relations website and are furnished herewith as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference into any disclosure document relating to the Company, except to the extent, if any, expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Press Release dated February 11, 2026. |
| 99.2 | Investor Update Presentation. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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. | |
| Dated: February 11, 2026 | /s/ Daniel S. Perotti |
| Daniel S. Perotti | |
| Senior Managing Director and Chief Financial Officer |
Exhibit 99.1
Pennymac Announces Acquisition of Cenlar’s Subservicing Business
Becoming One of the Largest Mortgage Subservicers
WESTLAKE VILLAGE, Calif. – February 11, 2026 — PennyMac Financial Services, Inc. (NYSE: PFSI) (Pennymac) today announced it has entered into a definitive agreement to acquire the subservicing business of Cenlar Capital Corporation (Cenlar), primarily consisting of subservicing contracts and mortgage servicing operations, in an all-cash transaction for an upfront purchase price of $172.5 million and up to $85 million of contingent consideration payable over three years. Based on Cenlar’s current portfolio, Pennymac is expected to add up to $740 billion in unpaid principal balance (UPB) of mortgage loan subservicing and 2 million loans to its servicing portfolio. This expansion will bring Pennymac’s total portfolio to over $1 trillion in UPB.
“We are thrilled to announce this transformative step in our company’s evolution, which is the culmination of a long and thoughtful process between our two organizations that began in the middle of last year,” said David Spector, Chairman and CEO at Pennymac. “Having worked closely with the Cenlar team, we have reached an agreement that represents a compelling value proposition for our stockholders, Cenlar’s institutional clients and their clients’ borrowers, as well as the many talented professionals joining Pennymac. Upon completion of this acquisition, Pennymac will become the second largest mortgage servicer overall and one of the largest subservicers in the U.S. Leveraging industry-leading SSE technology, this further strengthens Pennymac’s position as a partner of choice for institutional subservicing and is expected to drive the growth of capital-light, fee-based revenue streams at significant scale. We operate a best-in-class platform with superior operational performance and efficiency. With this transaction, we expect to realize powerful synergies that further reinforce our standing as the market’s most technologically advanced servicer.”
The transaction is expected to close in the second half of 2026, subject to customary closing conditions, including required regulatory approvals. Concurrently with closing, Cenlar will surrender its bank charter. Pennymac will acquire Cenlar’s subservicing business as a non-bank entity focused exclusively on mortgage subservicing and will methodically transition approximately 100 institutional clients while delivering enhanced levels of customer service and care to their borrowers.
“Our team at Cenlar has been dedicated to building the nation’s leading subservicing organization, grounded in a deep commitment to our clients,” said David Schneider, President and CEO at Cenlar. “By combining Cenlar’s market-leading expertise with a top lender and servicer like Pennymac, we are forming the strongest subservicing platform in the industry. I am incredibly proud of what the Cenlar team has achieved and look forward to this next chapter as we collectively deliver superior scale, technology and care to the millions of homeowners we serve.”
Mr. Spector continued, “This transaction aligns with our previously communicated strategic objective to expand our subservicing business. Servicing has always been a core competency of Pennymac’s balanced business model, including onboarding new clients from large portfolios. This acquisition allows Pennymac to bring the efficiency of SSE technology and its servicing platform to millions of additional customers at scale. We look forward to welcoming Cenlar’s talented employees to our industry-leading team, as I am confident that the combined strength of our platform, technology, and people will deliver exceptional results for years to come.”
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Advisors
Santander US Capital Markets LLC is acting as exclusive financial advisor to Pennymac. Goodwin Procter LLP is acting as legal counsel to Pennymac. Houlihan Lokey Capital, Inc. is acting as financial advisor to Cenlar. Sullivan & Cromwell LLP is acting as legal counsel to Cenlar.
About PennyMac Financial Services, Inc.
PennyMac Financial Services, Inc. is a specialty financial services firm focused on the production and servicing of U.S. mortgage loans and the management of investments related to the U.S. mortgage market. Founded in 2008, the company is recognized as a leader in the U.S. residential mortgage industry and employs approximately 4,900 people across the country. In 2025, PFSI’s production of newly originated loans totaled $145 billion in UPB, making it a top lender in the nation. As of December 31, 2025, PFSI serviced loans totaling $734 billion in UPB, making it a top mortgage servicer in the nation. Additional information about PFSI is available at pfsi.pennymac.com.
| Media | Investors |
| Kristyn Clark | Kevin Chamberlain |
| mediarelations@pennymac.com | Isaac Garden |
| 805.395.9943 | PFSI_IR@pennymac.com |
| 818.264.4907 |
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding management’s beliefs, estimates, projections, and assumptions with respect to the proposed transaction between Pennymac and Cenlar, future financial and operating results, benefits and synergies of the proposed transaction, future opportunities for the combined company, and the expected timing of the closing of the proposed transaction, all of which are subject to change. Words like “believe,” “expect,” “anticipate,” “promise,” “project,” “plan,” and other expressions or words of similar meanings, as well as future or conditional verbs such as “will,” “would,” “should,” “could,” or “may” are generally intended to identify forward-looking statements. Actual results and operations for any future period may vary materially from those projected herein and from past results discussed herein. Factors which could cause actual results to differ materially from historical results or those anticipated include, but are not limited to: the risk that the proposed transaction may not be completed on a timely basis or at all; the potential failure to receive the required approvals of the proposed transaction; the effect of the announcement or completion of the proposed transaction on each of Pennymac’s or Cenlar’s ability to attract, motivate, retain and hire key personnel and maintain relationships with key partners and others with whom Pennymac or Cenlar does business, or on Pennymac’s or Cenlar’s operating results and business generally; that the proposed transaction may divert management’s attention from each of Pennymac’s and Cenlar’s ongoing business operations; the risk of any legal proceedings related to the proposed transaction or otherwise; that Pennymac or Cenlar may be adversely affected by other economic, business and/or competitive factors; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement; the risk that restrictions during the pendency of the proposed transaction may impact Pennymac’s or Cenlar’s ability to pursue certain business opportunities or strategic transactions; the risk that the anticipated benefits and synergies of the proposed transaction may not be fully realized or may take longer to realize than expected; and the risk that integration of the Pennymac and Cenlar businesses post-closing may not occur as anticipated or the combined company may not be able to achieve the growth prospects expected from the transaction. You should not place undue reliance on any forward-looking statement and should consider all of the uncertainties and risks described above, as well as those more fully discussed in reports and other documents filed by the Company with the Securities and Exchange Commission from time to time. The Company undertakes no obligation to publicly update or revise any forward-looking statements or any other information contained herein, and the statements made in this press release are current as of the date of this release only.
| PennyMac Financial Services, Inc. INVESTOR UPDATE February 2026 |
| This presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding management’s beliefs, estimates, projections, and assumptions with respect to the proposed transaction between Pennymac and Cenlar, future financial and operating results, benefits and synergies of the proposed transaction, future opportunities for the combined company, and the expected timing of the closing of the proposed transaction, all of which are subject to change. Words like “believe,” “expect,” “anticipate,” “promise,” “project,” “plan,” and other expressions or words of similar meanings, as well as future or conditional verbs such as “will,” “would,” “should,” “could,” or “may” are generally intended to identify forward-looking statements. Actual results and operations for any future period may vary materially from those projected herein and from past results discussed herein. Factors which could cause actual results to differ materially from historical results or those anticipated include, but are not limited to: the risk that the proposed transaction may not be completed on a timely basis or at all; the potential failure to receive the required approvals of the proposed transaction; the effect of the announcement or completion of the proposed transaction on each of Pennymac’s or Cenlar’s ability to attract, motivate, retain and hire key personnel and maintain relationships with key partners and others with whom Pennymac or Cenlar does business, or on Pennymac’s or Cenlar’s operating results and business generally; that the proposed transaction may divert management’s attention from each of Pennymac’s and Cenlar’s ongoing business operations; the risk of any legal proceedings related to the proposed transaction or otherwise; that Pennymac or Cenlar may be adversely affected by other economic, business and/or competitive factors; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement; the risk that restrictions during the pendency of the proposed transaction may impact Pennymac’s or Cenlar’s ability to pursue certain business opportunities or strategic transactions; the risk that the anticipated benefits and synergies of the proposed transaction may not be fully realized or may take longer to realize than expected; and the risk that integration of the Pennymac and Cenlar businesses post-closing may not occur as anticipated or the combined company may not be able to achieve the growth prospects expected from the transaction. You should not place undue reliance on any forward-looking statement and should consider all of the uncertainties and risks described above, as well as those more fully discussed in reports and other documents filed by the Company with the Securities and Exchange Commission from time to time. The Company undertakes no obligation to publicly update or revise any forward-looking statements or any other information contained herein, and the statements made in this presentation are current as of the date of this presentation only. This presentation contains financial information calculated other than in accordance with U.S. generally accepted accounting principles (“GAAP”), such as pro forma servicing portfolio unpaid principal balances that provide a meaningful perspective on the Company’s expected business results from the proposed transaction since the Company utilizes this information to evaluate the transaction. Non-GAAP disclosures have limitations as an analytical tool and should not be viewed as a substitute for financial information determined in accordance with GAAP. 2 FORWARD-LOOKING STATEMENTS |
| 3 PENNYMAC FINANCIAL TO ACQUIRE CENLAR’S SUBSERVICING BUSINESS Cenlar Overview ● Second largest subservicer with $740 billion in subserviced UPB(1) ● 2.0 million loans across a diversified base of approximately 100 clients ● $459 million of subservicing revenue in 2025(2) Transaction Details ● $172.5 million upfront purchase price, funded with cash on hand and up to $85 million of contingent consideration(3) payable over three years ● Cenlar will surrender its bank charter concurrent with closing ● Expected close in the second half of 2026, subject to customary closing conditions, including required regulatory approvals + (1) Inside Mortgage Finance as of 12/31/25; UPB = unpaid principal balance - see slide 5 for additional information (2) Cenlar FSB 12/31/25 Call Report; consists of subservicing fees and income from off balance sheet escrows (3) Contingent consideration is tied to loan count retention and growth from existing Cenlar customers Premier Servicing Platform ● Combination of two industry leaders to create a top-tier servicing platform ● Integration of Pennymac’s highly-scalable servicing technology across a larger portfolio ● Deep expertise to drive a best-in-class borrower and client experience |
| 4 CENLAR’S CURRENT SUBSERVICING BUSINESS SNAPSHOT GSE Government Bank-Held Residential and Other $740bn unpaid principal balance 2.0mm loans serviced 17% subservicing market share(3) $459mm 2025 subservicing revenue(1) ~100 subservicing clients 70% credit unions & banks High Quality Subservicing Portfolio(2) Note: Data as of 12/31/25 unless otherwise noted - see slide 5 for additional information (1) Cenlar FSB 12/31/25 Call Report; consists of subservicing fees and income from off balance sheet escrows (2) Based on loan count (3) Inside Mortgage Finance as of 9/30/25; includes PMT’s portfolio as part of PFSI’s subserviced portfolio and does not account for potential customer runoff thereafter 97% Current More than 40 years of proven subservicing expertise with longstanding partnerships and significant institutional relationships |
| (1) Includes portfolios subject to sale transactions or portfolios for customers that have announced intentions to transition their servicing to other platforms 5 (2) Inside Mortgage Finance as of 12/31/25 Servicing Portfolio (UPB in billions) Owned Subserviced for PMT Subserviced for Others Servicer Ranking(2) #5 #2 ● Pro forma servicing portfolio of more than $1 trillion in UPB ● Drives efficiencies and economies of scale across a significantly larger portfolio Substantial Platform Growth ● Solidifies our position as a top mortgage subservicer ● Aligns with our strategic objective to materially expand our subservicing footprint Establishes Subservicing Leadership Capital-Light, Fee-Based Earnings Further Leverages SSE Technology ● Expands and diversifies our durable, fee-based income streams ● Slightly dilutive to earnings in 2026 and 2027, with earnings accretion expected in 2028 and a normalized post-integration contribution to EPS expected to reach $2.00 annually Transition Customers(1) STRATEGIC RATIONALE ● Takes advantage of the scalability of SSE servicing technology ● Drives efficiency by migrating loans onto our modern, low-cost and high-compliance infrastructure |
| 6 Investment Supported by Scale Differentiated Technology Enhanced Client Experience Empowered Borrowers Pennymac’s scale provides the resources to innovate, creating a high-touch servicing platform with next-generation technology to enhance value for borrowers and clients across market cycles ● Improved digital experience with self-service tools ● Faster resolutions and proactive delinquency outreach ● Streamlined resolutions to reduce reliance on manual support ● Ongoing investments in technology innovation and process improvement ● Larger portfolio drives operating leverage ● High levels of focus on compliance and governance practices ● Higher service levels with deeper borrower insights and increased customization ● Brand equity protection and regulatory adherence ● Long-term counterparty stability PENNYMAC PLATFORM & SCALE DRIVE LONG-TERM VALUE FOR CLIENTS ● Proven servicing technology with robust reporting capabilities ● Advanced AI-enablement for automation and agentic workflows ● Intuitive user interfaces and borrower engagement tools |
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FAQ
What transaction did PennyMac Financial Services (PFSI) announce with Cenlar?
How much is PennyMac paying to acquire Cenlar’s subservicing business?
How will the Cenlar acquisition affect PennyMac’s mortgage servicing portfolio size?
When is the PennyMac–Cenlar subservicing transaction expected to close?
What strategic benefits does PennyMac highlight from acquiring Cenlar’s subservicing business?
What changes will occur at Cenlar when the PennyMac transaction closes?
Filing Exhibits & Attachments
5 documents