PennyMac (PFSI) revises bylaws and clarifies uncontested director voting rules

Rhea-AI Filing Summary

PennyMac Financial Services, Inc. reported that its board of directors approved an amended and restated version of the company’s bylaws effective March 16, 2026. The changes update references to the company’s name, remove references to a terminated stockholder agreement, and update references to a current stockholder agreement.

The amendment also clarifies the existing majority voting standard that applies to uncontested elections of directors, helping spell out how director elections are decided when there is no competing slate. The full text of the updated bylaws is available as an exhibit to the report.

false --12-31 0001745916 0001745916 2026-03-16 2026-03-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

FAQ

What did PennyMac Financial Services (PFSI) change in its bylaws?

PennyMac Financial Services updated its bylaws to reflect its current corporate name, remove references to a terminated stockholder agreement, update references to a new stockholder agreement, and clarify how the majority voting standard applies in uncontested board elections.

When did PennyMac Financial Services (PFSI) approve the amended bylaws?

The board of PennyMac Financial Services approved the amended and restated bylaws on March 16, 2026. The amendments became effective the same day, aligning the bylaw text with the company’s current governance arrangements and existing voting standard for uncontested director elections.

How do the PennyMac (PFSI) bylaw changes affect director elections?

The amended bylaws clarify the existing majority voting standard for uncontested director elections. This means they explain more clearly how a director is elected when there is no competing slate, without changing that standard, providing clearer guidance on how votes are evaluated in those situations.

Did PennyMac Financial Services (PFSI) change any stockholder agreements in this filing?

PennyMac did not adopt a new stockholder agreement in this filing, but revised its bylaws to remove references to a previously terminated stockholder agreement and to update references to a current stockholder agreement to reflect the company’s present governance arrangements.

Where can investors see the full text of PennyMac’s updated bylaws?

Investors can review the complete amended and restated bylaws of PennyMac Financial Services in Exhibit 3.1 attached to the current report. That exhibit contains the full legal text that now governs the company’s internal procedures and director election standards.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EXHIBIT 3.1 78.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB