PennyMac (PFSI) CLO Derek Stark reports PSU vesting and tax share withholding

Rhea-AI Filing Summary

PennyMac Financial Services Chief Legal Officer Derek Stark reported equity award activity involving performance-based restricted stock units (PSUs) and common stock. A PSU award granted on February 24, 2023 vested on February 20, 2026 at a 37% payout, based on return on equity and leverage ratio performance from January 1, 2023 through December 31, 2025. This resulted in the conversion of 2,130 PSUs into an equal number of common shares and a withholding of 780 common shares at $94.33 to cover taxes. Following these transactions, Stark directly holds 24,725 common shares and restricted stock units in total, consisting of 7,822 restricted stock units and 16,903 shares of common stock.

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^*

STARK DEREK

(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)
	Chief Legal 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		2,130(1)	A	$0	25,505	D
Common Stock	02/20/2026		F		780(2)	D	$94.33	24,725(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		2,130		(1)	(1)	Common Stock	2,130	$0	2,130	D
Performance-Based Restricted Stock Units	(1)	02/20/2026		M			2,130	(1)	(1)	Common Stock	2,130	$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 7,822 restricted stock units and 16,903 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 Stark	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did PFSI Chief Legal Officer Derek Stark report?

Derek Stark reported PSU vesting and related share transactions. A 2023 performance-based restricted stock unit award vested on February 20, 2026, converting 2,130 PSUs into common stock and triggering tax-related withholding of 780 common shares at $94.33 per share.

How was the PennyMac (PFSI) PSU payout percentage for Derek Stark determined?

The PSU payout was 37%, based on performance metrics. The Compensation Committee evaluated return on equity and leverage ratio performance from January 1, 2023 through December 31, 2025, and used those results to set the 37% payout for the 2023 PSU award.

How many PennyMac (PFSI) shares did Derek Stark receive from PSU vesting?

Upon vesting, 2,130 performance-based restricted stock units converted into 2,130 shares of common stock. These units were originally granted on February 24, 2023 and vested on February 20, 2026, following the completion of the specified performance measurement period.

Why were 780 shares of PennyMac (PFSI) common stock withheld in this Form 4?

The 780 common shares were withheld to cover tax obligations tied to PSU vesting. Instead of paying cash, shares were delivered for tax liability at a price of $94.33, consistent with a tax-withholding disposition under transaction code F in the filing.

What is Derek Stark’s PennyMac (PFSI) equity position after these transactions?

After these transactions, Stark’s reported holdings total 24,725 equity units. This amount includes 7,822 restricted stock units that will settle in common shares upon vesting and 16,903 currently held shares of PennyMac Financial Services common stock.