PennyMac (NYSE: PFSI) director takes stock instead of cash fees

Rhea-AI Filing Summary

PennyMac Financial Services director Joseph F. Mazzella reported receiving additional company stock as part of his board compensation. On February 2, 2026, he was awarded 226 shares of Common Stock at $147.37 per share, taken in lieu of cash fees for his non‑management director service. The filing notes this equity grant is exempt under Rule 16b-3.

After this grant, Mazzella beneficially owns 81,546 shares directly, consisting of 1,547 restricted stock units and 79,999 shares of Common Stock, with the units to settle in shares upon vesting. He also reports 165,031 shares held indirectly through the Mazzella Family Irrevocable Trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MAZZELLA JOSEPH F

(Last) (First) (Middle)

C/O PENNYMAC FINANCIAL SERVICES, INC.

3043 TOWNSGATE ROAD

(Street)

WESTLAKE VILLAGE CA 91361

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PennyMac Financial Services, Inc. [ PFSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/02/2026		A		226(1)	A	$147.37	81,546(2)	D
Common Stock								165,031	I	Mazzella Family Irrevocable Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person received these shares in lieu of cash compensation payable for services rendered as a non-management director of Issuer during the previous quarter. The transaction is exempt under Rule 16b-3 of the Securities Exchange Act of 1934.

2. The reported amount consists of 1,547 restricted stock units and 79,999 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting.

	/s/ Derek W. Stark, attorney-in-fact for Mr. Mazzella	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did PennyMac (PFSI) director Joseph F. Mazzella report in this Form 4?

Mazzella reported receiving 226 shares of PennyMac Common Stock on February 2, 2026. These shares were granted at $147.37 per share as part of his non‑management director compensation, taken instead of cash fees for board service.

Was the PennyMac (PFSI) director’s stock award a purchase or compensation?

The 226 shares were compensation, not an open-market purchase. Mazzella received the stock in lieu of cash compensation for services as a non‑management director during the prior quarter, with the grant treated as exempt under Rule 16b-3.

How many PennyMac (PFSI) shares does Joseph F. Mazzella now own directly and indirectly?

After the reported grant, Mazzella directly beneficially owns 81,546 shares, including 1,547 restricted stock units and 79,999 Common shares. He also reports indirect beneficial ownership of 165,031 shares held through the Mazzella Family Irrevocable Trust.

What are the restricted stock units disclosed for PennyMac (PFSI) director Mazzella?

Mazzella’s reported direct holdings include 1,547 restricted stock units. According to the filing, each restricted stock unit will settle in an equal number of PennyMac Common Stock shares upon vesting, adding to his direct equity stake when they vest.

How is the Mazzella Family Irrevocable Trust related to PennyMac (PFSI) share ownership?

The filing shows 165,031 PennyMac shares held indirectly through the Mazzella Family Irrevocable Trust. These shares are reported as indirect beneficial ownership for Joseph F. Mazzella, distinguishing them from his directly held and restricted stock unit positions.

Why is the PennyMac (PFSI) director’s equity grant described as exempt under Rule 16b-3?

The filing states the 226-share award is exempt under Rule 16b-3 of the Securities Exchange Act. This rule generally provides exemptions for certain insider transactions, such as director compensation grants approved under specified conditions, from short‑swing profit recovery rules.