PennyMac (PMT) CEO logs PSU vesting, new stock awards and tax shares

Rhea-AI Filing Summary

PennyMac Mortgage Investment Trust Chairman and CEO David Spector reported multiple equity compensation events tied to performance-based restricted share units (PSUs). Three PSU awards granted in 2023, 2024 and 2025 each vested as to one‑third on February 23, 2026, with the 2025 fiscal year payout determined at 79.2% based on return on equity and relative total stockholder return for the period from January 1, 2025 through December 31, 2025.

Upon vesting, the PSUs were exercised and settled into common shares of beneficial interest, and Spector also received a separate grant of 64,814 restricted stock units that vest in three equal annual installments and settle in an equal number of common shares. To satisfy tax liabilities on the PSU vesting, he disposed of 6,009, 5,453 and 7,769 common shares at $12.29 per share through share withholding. Following these transactions, his reported holdings consist of 141,867 restricted share units and 297,153 common shares of beneficial interest, for a total of 439,020 share-equivalent interests.

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 MORTGAGE INVESTMENT TRUST

3043 TOWNSGATE ROAD

(Street)

WESTLAKE VILLAGE CA 91361

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PennyMac Mortgage Investment Trust [ PMT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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 Shares of Beneficial Interest	02/23/2026		M		11,138(1)	A	$0	368,932	D
Common Shares of Beneficial Interest	02/23/2026		M		10,106(2)	A	$0	379,038	D
Common Shares of Beneficial Interest	02/23/2026		M		14,399(3)	A	$0	393,437	D
Common Shares of Beneficial Interest	02/23/2026		F		6,009(4)	D	$12.29	387,428	D
Common Shares of Beneficial Interest	02/23/2026		F		5,453(4)	D	$12.29	381,975	D
Common Shares of Beneficial Interest	02/23/2026		F		7,769(4)	D	$12.29	374,206	D
Common Shares of Beneficial Interest	02/23/2026		A		64,814(5)	A	$0	439,020(6)	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 Share Units	(1)	02/23/2026		A		11,138		(1)	(1)	Common Shares of Beneficial Interest	11,138	$0	11,138	D
Performance-Based Restricted Share Units	(1)	02/23/2026		M			11,138	(1)	(1)	Common Shares of Beneficial Interest	11,138	$0	0	D
Performance-Based Restricted Share Units	(2)	02/23/2026		A		10,106		(2)	(2)	Common Shares of Beneficial Interest	10,106	$0	10,106	D
Performance-Based Restricted Share Units	(2)	02/23/2026		M			10,106	(2)	(2)	Common Shares of Beneficial Interest	10,106	$0	0	D
Performance-Based Restricted Share Units	(3)	02/23/2026		A		14,399		(3)	(3)	Common Shares of Beneficial Interest	14,399	$0	14,399	D
Performance-Based Restricted Share Units	(3)	02/23/2026		M			14,399	(3)	(3)	Common Shares of Beneficial Interest	14,399	$0	0	D

Explanation of Responses:

1. This performance-based restricted share unit (PSU) award was granted on February 28, 2023 and may vest in three equal installments subject to the satisfaction of certain performance based criteria for each of the fiscal years ending 2023, 2024 and 2025. The PSU vested as to one-third on February 23, 2026 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2025 fiscal year was determined based on a return on equity and relative total stockholder return for the period of January 1, 2025 through December 31, 2025 resulting in a payout of 79.2%.

2. This performance-based restricted share unit (PSU) award was granted on March 12, 2024 and may vest in three equal installments subject to the satisfaction of certain performance based criteria for each of the fiscal years ending 2024, 2025 and 2026. The PSU vested as to one-third on February 23, 2026 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2025 fiscal year was determined based on a return on equity and relative total stockholder return for the period of January 1, 2025 through December 31, 2025 resulting in a payout of 79.2%.

3. This performance-based restricted share unit (PSU) award was granted on February 24, 2025 and may vest in three equal installments subject to the satisfaction of certain performance based criteria for each of the fiscal years ending 2025, 2026 and 2027. The PSU vested as to one-third on February 23, 2026 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2025 fiscal year was determined based on a return on equity and relative total stockholder return for the period of January 1, 2025 through December 31, 2025 resulting in a payout of 79.2%.

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

5. The Reporting Person was granted restricted stock units, which will vest in three equal installments beginning on the first anniversary of the date of grant, are to be settled in an equal number of shares of Common Stock upon vesting.

6. The reported amount consists of 141,867 restricted share units and 297,153 Common Shares of beneficial interest. The restricted share units are to be settled in an equal number of Common Shares of beneficial interest upon vesting.

	/s/ Derek W. Stark, attorney-in-fact for Mr. Spector	02/25/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did PMT CEO David Spector report on this Form 4?

David Spector reported PSU vesting, related exercises into common shares, a new restricted stock unit grant, and share dispositions to cover taxes at $12.29 per share. These are compensation and tax-withholding transactions, not open-market stock purchases or discretionary sales.

How were PennyMac (PMT) performance-based PSU payouts determined for 2025?

The PSU payout for the 2025 fiscal year was set at 79.2%, based on return on equity and relative total stockholder return measured from January 1, 2025 through December 31, 2025. That percentage determined how many common shares were issued upon vesting.

What new equity awards did PMT grant to CEO David Spector?

David Spector received a grant of 64,814 restricted stock units that vest in three equal installments beginning on the first anniversary of the grant date. Each unit will be settled in one common share of beneficial interest when it vests, increasing his potential future share ownership.

Why did David Spector dispose of PennyMac (PMT) shares at $12.29?

Spector delivered 6,009, 5,453 and 7,769 common shares at $12.29 per share to satisfy tax withholding obligations tied to vested PSUs. These are coded as tax-withholding dispositions, meaning shares were withheld for taxes rather than sold as a discretionary open-market trade.

What is David Spector’s updated PennyMac (PMT) equity position after these transactions?

After the reported PSU vesting, exercises, tax-withholding dispositions and new grant, Spector’s position consists of 141,867 restricted share units and 297,153 common shares of beneficial interest. Together, these represent 439,020 share-equivalent interests, combining current ownership and unvested awards.

Over what periods can the reported PSUs for PennyMac (PMT) vest?

The 2023, 2024 and 2025 PSU awards each may vest in three equal installments, subject to performance criteria for fiscal years ending 2023–2027, as applicable. One-third of each relevant award vested on February 23, 2026 based on 2025 performance at a 79.2% payout level.