PennyMac (PFSI) CEO PSU vesting delivers shares, with tax shares withheld

Rhea-AI Filing Summary

PennyMac Financial Services Chairman & CEO David Spector reported the vesting and settlement of 13,699 performance-based restricted stock units into an equal number of common shares on February 20, 2026. The PSU award was granted on February 24, 2023 and paid out at 37% of target based on return on equity and leverage ratio performance for the period from January 1, 2023 through December 31, 2025.

Of the shares delivered, 7,391 common shares were withheld at a price of $94.33 per share to cover taxes, a non‑open‑market disposition. After these transactions, Spector holds 548,040 common shares directly, consisting of 497,868 shares and 50,172 restricted stock units, plus 90,604 shares held indirectly through ST Family Investment Company LLC.

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^*

SPECTOR DAVID

(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
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

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		13,699(1)	A	$0	555,431	D
Common Stock	02/20/2026		F		7,391(2)	D	$94.33	548,040(3)	D
Common Stock								90,604	I	ST Family Investment Company LLC

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		13,699		(1)	(1)	Common Stock	13,699	$0	13,699	D
Performance-Based Restricted Stock Units	(1)	02/20/2026		M			13,699	(1)	(1)	Common Stock	13,699	$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 50,172 restricted stock units and 497,868 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. Spector	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).
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FAQ

What insider transaction did PennyMac (PFSI) CEO David Spector report?

David Spector reported the vesting of performance-based restricted stock units into 13,699 shares of PennyMac common stock. These units were granted in February 2023 and settled on February 20, 2026 after the company met specified return on equity and leverage ratio performance goals.

How many PennyMac (PFSI) shares came from the CEO’s PSU vesting?

The PSU vesting delivered 13,699 shares of PennyMac common stock to David Spector. These shares resulted from a performance-based restricted stock unit award that paid out at 37% of target, based on financial performance from January 1, 2023 through December 31, 2025.

Were any PennyMac (PFSI) shares sold by the CEO in this Form 4?

The filing shows 7,391 PennyMac shares were withheld to cover taxes at $94.33 per share. This is a tax-withholding disposition, not an open-market sale, and occurred in connection with the vesting and settlement of performance-based restricted stock units.

What are David Spector’s PennyMac (PFSI) holdings after these transactions?

Following the reported transactions, David Spector holds 548,040 PennyMac shares directly. This direct position consists of 497,868 common shares and 50,172 restricted stock units. He also has indirect beneficial ownership of 90,604 additional shares through ST Family Investment Company LLC.

What performance period determined the PennyMac (PFSI) PSU payout to the CEO?

The PSU payout was based on PennyMac’s return on equity and leverage ratio performance from January 1, 2023 through December 31, 2025. Performance against these metrics produced a 37% payout percentage, which determined how many of the granted performance-based units ultimately vested into common shares.

How was the PennyMac (PFSI) CEO’s PSU award originally structured?

The award was granted on February 24, 2023 as performance-based restricted stock units to be settled in common shares upon vesting. Final payout depended on achieving return on equity and leverage ratio targets over the 2023–2025 period, resulting in 13,699 units vesting and converting into shares.