PennyMac CAO gets PSU shares, withholds stock

PennyMac Financial Services managing director and chief accounting officer Gregory L. Hendry reported performance-based equity activity.

Rhea-AI Filing Summary

PennyMac Financial Services managing director and chief accounting officer Gregory L. Hendry reported performance-based equity activity. A previously granted PSU award vested on February 20, 2026, with 304 performance-based restricted stock units converting into 304 shares of Common Stock at $0 per share. To cover taxes on the vesting, 126 shares of Common Stock were withheld at $94.33 per share, a tax-withholding disposition rather than an open-market sale. After these transactions, his reported holdings consist of 1,139 restricted stock units and 47,906 shares of Common Stock.

Insider Trade Summary

304 shares exercised/converted

Exercise 4 txns

Insider Hendry Gregory L

Role MD, Chief Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance-Based Restricted Stock Units	304	$0.00	$0.00
Exercise	Performance-Based Restricted Stock Units	304	$0.00	$0.00
Exercise	Common Stock	304	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	126	$94.33	$12K

Holdings After Transaction: Performance-Based Restricted Stock Units — 0 contracts (Direct); Common Stock — 49,045 shares (Direct)

Footnotes (3)

1. F1. This performance-based restricted stock unit (PSU) award was granted to the Reporting Person on February 24, 2023 and vested on February 20, 2026, as determined by the Compensation Committee of the Board of Directors. The payout of shares of Common Stock pursuant to the PSU award was determined based on return on equity and leverage ratio performance for the period of January 1, 2023 through December 31, 2025 resulting in a payout percentage for the award of 37%.
2. F2. Represents shares withheld for taxes upon vesting of performance-based restricted stock units.
3. F3. The reported amount consists of 1,139 restricted stock units and 47,906 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting.

FAQ

What did PFSI executive Gregory L. Hendry report in this Form 4?

Gregory L. Hendry reported vesting and settlement of performance-based stock units. 304 PSUs vested and converted into 304 shares of Common Stock, with some shares withheld to satisfy tax obligations tied to the award’s vesting.

How many PennyMac (PFSI) shares did Hendry acquire through PSU conversion?

Hendry acquired 304 shares of Common Stock via PSU conversion. A performance-based restricted stock unit award vested on February 20, 2026, resulting in 304 units settling into 304 shares at a stated price of $0 per share.

Were any PennyMac (PFSI) shares sold by Hendry in the open market?

No open-market sale is reported; shares were withheld for taxes. 126 shares of Common Stock were disposed of under code F at $94.33 per share, representing shares withheld to cover tax liabilities on the PSU vesting.

What performance period governed Hendry’s PennyMac PSU award payout?

The PSU payout was based on performance from January 1, 2023 to December 31, 2025. Return on equity and leverage ratio metrics over this period produced a payout percentage of 37% for the performance-based restricted stock unit award.

What are Gregory L. Hendry’s reported PennyMac (PFSI) holdings after these transactions?

Hendry’s reported holdings total restricted stock units plus common shares. Following the vesting, conversion, and tax withholding, his position consists of 1,139 restricted stock units and 47,906 shares of PennyMac Financial Services Common Stock.

How was the tax liability handled on Hendry’s PFSI PSU vesting?

The tax liability was satisfied by withholding shares. 126 shares of PennyMac Common Stock were withheld at $94.33 per share, characterized as a tax-withholding disposition related to the vesting of performance-based restricted stock units.

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Accepted by SEC EDGAR 02/24/2026 - 06:33 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Hendry Gregory L

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	MD, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		M		304(1)	A	$0	49,171	D
Common Stock	02/20/2026		F		126(2)	D	$94.33	49,045(3)	D

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
Performance-Based Restricted Stock Units	(1)	02/20/2026		A		304		(1)	(1)	Common Stock	304	$0	304	D
Performance-Based Restricted Stock Units	(1)	02/20/2026		M			304	(1)	(1)	Common Stock	304	$0	0	D

Explanation of Responses:

1. This performance-based restricted stock unit (PSU) award was granted to the Reporting Person on February 24, 2023 and vested on February 20, 2026, as determined by the Compensation Committee of the Board of Directors. The payout of shares of Common Stock pursuant to the PSU award was determined based on return on equity and leverage ratio performance for the period of January 1, 2023 through December 31, 2025 resulting in a payout percentage for the award of 37%.

2. Represents shares withheld for taxes upon vesting of performance-based restricted stock units.

3. The reported amount consists of 1,139 restricted stock units and 47,906 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. Hendry	02/24/2026
	** 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.
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