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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):
March 16, 2026
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)
Not Applicable
(Former name or former address, if changed since
last report)
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 each 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On March 16,
2026, the board of directors (“Board”) of PennyMac Financial Services, Inc. (the
“Company”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (the “Bylaws”),
effective as of such date, to (i) update references to the Company’s name, (ii) remove references to a previously terminated
stockholder agreement and update references to a current stockholder agreement in Article I, Section 12(a)(1) and (iii) clarify
the existing majority voting standard for uncontested director elections in Article II, Section 1.
The foregoing description of the Bylaws does not purport
to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1
hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 3.1 |
|
Amended and Restated Bylaws of PennyMac Financial Services, Inc. |
| |
|
|
| 104* |
|
Cover Page Interactive Data File (embedded within
the Inline XBRL document) |
* Filed herewith.
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: March 18, 2026 |
/s/ Daniel S. Perotti |
| |
Daniel S. Perotti |
| |
Senior Managing Director and Chief Financial Officer |
