PennyMac (PFSI) CFO reports PSU vesting, share conversion and tax withholding

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

PennyMac Financial Services Chief Financial Officer Daniel Stanley Perotti reported equity compensation activity tied to a performance-based restricted stock unit (PSU) award. On February 20, he acquired 3,805 PSUs at no cost as they vested, then exercised them into 3,805 shares of common stock.

To cover taxes on this vesting, 1,366 common shares were disposed of at $94.33 per share through share withholding, not an open-market sale. After these transactions, he held 17,166 common shares directly, consisting of 13,792 restricted stock units and 3,374 common shares, plus 213,550 shares held indirectly through The Perotti Family Trust.

Insider Trade Summary

3,805 shares exercised/converted

Mixed 5 txns

Insider Perotti Daniel Stanley

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance-Based Restricted Stock Units	3,805	$0.00	--
Exercise	Performance-Based Restricted Stock Units	3,805	$0.00	--
Exercise	Common Stock	3,805	$0.00	--
Tax Withholding	Common Stock	1,366	$94.33	$129K
holding	Common Stock	--	--	--

Holdings After Transaction: Performance-Based Restricted Stock Units — 3,805 shares (Direct); Common Stock — 18,532 shares (Direct); Common Stock — 213,550 shares (Indirect, The Perotti Family Trust)

Footnotes (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%. Represents shares withheld for taxes upon vesting of performance-based restricted stock units. The reported amount consists of 13,792 restricted stock units and 3,374 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting.

Form 4 Insider Transactions: What Each Field Means →

02/24/2026 - 06:31 PM

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

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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^*

Perotti Daniel Stanley

(Last)

(First)

(Middle)

C/O PENNYMAC FINANCIAL SERVICES, INC.

3043 TOWNSGATE ROAD

(Street)

WESTLAKE VILLAGE

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 Financial 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2026		M		3,805⁽¹⁾	A	$0	18,532	D
Common Stock	02/20/2026		F		1,366⁽²⁾	D	$94.33	17,166⁽³⁾	D
Common Stock								213,550	I	The Perotti Family 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Restricted Stock Units	⁽¹⁾	02/20/2026		A		3,805		⁽¹⁾	⁽¹⁾	Common Stock	3,805	$0	3,805	D
Performance-Based Restricted Stock Units	⁽¹⁾	02/20/2026		M			3,805	⁽¹⁾	⁽¹⁾	Common Stock	3,805	$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 13,792 restricted stock units and 3,374 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. Perotti	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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did PFSI CFO Daniel Perotti report?

Daniel Perotti reported vesting and conversion of 3,805 performance-based restricted stock units into common stock, along with a related tax-withholding share disposition. These transactions reflect compensation vesting rather than an open-market purchase or sale of PennyMac Financial Services (PFSI) shares.

How many PennyMac (PFSI) shares did the CFO receive from PSU vesting?

Upon vesting of a performance-based restricted stock unit award, the CFO received 3,805 common shares at no cost. The payout was based on return on equity and leverage ratio performance, resulting in a 37% payout for the award over the 2023–2025 performance period.

Were any PFSI shares sold on the open market in this Form 4?

No open-market sale is reported. The 1,366 PFSI shares shown as disposed were withheld to satisfy tax obligations upon vesting of performance-based restricted stock units, a common administrative method that reduces net shares delivered without involving a market transaction.

What are Daniel Perotti’s direct and indirect PFSI holdings after these transactions?

After the reported activity, Daniel Perotti directly held 17,166 PennyMac shares, made up of 13,792 restricted stock units and 3,374 common shares. He also had indirect ownership of 213,550 shares through The Perotti Family Trust, as disclosed in the filing details.

How was the payout for the PFSI CFO’s PSU award determined?

The payout for the performance-based restricted stock unit award was determined by the Compensation Committee using return on equity and leverage ratio performance from January 1, 2023 through December 31, 2025, resulting in a 37% payout of the original award granted February 24, 2023.

What type of transactions are indicated by codes A, M, and F in this PFSI Form 4?

Code A reflects a grant or award acquisition of performance-based restricted stock units. Code M indicates the exercise or conversion of those derivative units into common shares. Code F represents shares withheld to pay taxes or exercise costs using delivered securities instead of cash.