PennyMac (NYSE: PMT) CDO gets PSU payouts, RSU grant and tax share withholding

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(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

PennyMac Mortgage Investment Trust Chief Digital Officer James Follette reported multiple equity compensation events tied to performance-based restricted share units and restricted stock units. Several PSU awards granted in 2023, 2024, and 2025 vested one-third on February 23, 2026 based on 2025 return on equity and relative total stockholder return, producing a 79.2% payout and converting into common shares.

Additional restricted stock units were granted that vest in three equal installments and settle in common shares upon vesting. The filing also shows common shares withheld to cover tax obligations upon PSU vesting, and reports total holdings of 22,495 units and shares, consisting of 10,132 restricted stock units and 12,363 common shares.

Insider Trade Summary

3,151 shares exercised/converted

Mixed 13 txns

Insider Follette James

Role Chief Digital Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance-Based Restricted Share Units	1,113	$0.00	--
Exercise	Performance-Based Restricted Share Units	1,113	$0.00	--
Grant/Award	Performance-Based Restricted Share Units	1,010	$0.00	--
Exercise	Performance-Based Restricted Share Units	1,010	$0.00	--
Grant/Award	Performance-Based Restricted Share Units	1,028	$0.00	--
Exercise	Performance-Based Restricted Share Units	1,028	$0.00	--
Exercise	Common Shares of Beneficial Interest	1,113	$0.00	--
Exercise	Common Shares of Beneficial Interest	1,010	$0.00	--
Exercise	Common Shares of Beneficial Interest	1,028	$0.00	--
Tax Withholding	Common Shares of Beneficial Interest	400	$12.29	$5K
Tax Withholding	Common Shares of Beneficial Interest	363	$12.29	$4K
Tax Withholding	Common Shares of Beneficial Interest	369	$12.29	$5K
Grant/Award	Common Shares of Beneficial Interest	3,703	$0.00	--

Holdings After Transaction: Performance-Based Restricted Share Units — 1,113 shares (Direct); Common Shares of Beneficial Interest — 17,886 shares (Direct)

Footnotes (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%. 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%. 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%. Represents shares withheld for taxes upon vesting of performance-based restricted stock units. 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. The reported amount consists of 10,132 restricted stock units and 12,363 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 →

02/25/2026 - 08:04 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

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^*

Follette James

(Last)

(First)

(Middle)

C/O PENNYMAC MORTGAGE INVESTMENT TRUST

3043 TOWNSGATE ROAD

(Street)

WESTLAKE VILLAGE

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Digital Officer

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)
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 Shares of Beneficial Interest	02/23/2026		M		1,113⁽¹⁾	A	$0	17,886	D
Common Shares of Beneficial Interest	02/23/2026		M		1,010⁽²⁾	A	$0	18,896	D
Common Shares of Beneficial Interest	02/23/2026		M		1,028⁽³⁾	A	$0	19,924	D
Common Shares of Beneficial Interest	02/23/2026		F		400⁽⁴⁾	D	$12.29	19,524	D
Common Shares of Beneficial Interest	02/23/2026		F		363⁽⁴⁾	D	$12.29	19,161	D
Common Shares of Beneficial Interest	02/23/2026		F		369⁽⁴⁾	D	$12.29	18,792	D
Common Shares of Beneficial Interest	02/23/2026		A		3,703⁽⁵⁾	A	$0	22,495⁽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)
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 Share Units	⁽¹⁾	02/23/2026		A		1,113		⁽¹⁾	⁽¹⁾	Common Shares of Beneficial Interest	1,113	$0	1,113	D
Performance-Based Restricted Share Units	⁽¹⁾	02/23/2026		M			1,113	⁽¹⁾	⁽¹⁾	Common Shares of Beneficial Interest	1,113	$0	0	D
Performance-Based Restricted Share Units	⁽²⁾	02/23/2026		A		1,010		⁽²⁾	⁽²⁾	Common Shares of Beneficial Interest	1,010	$0	1,010	D
Performance-Based Restricted Share Units	⁽²⁾	02/23/2026		M			1,010	⁽²⁾	⁽²⁾	Common Shares of Beneficial Interest	1,010	$0	0	D
Performance-Based Restricted Share Units	⁽³⁾	02/23/2026		A		1,028		⁽³⁾	⁽³⁾	Common Shares of Beneficial Interest	1,028	$0	1,028	D
Performance-Based Restricted Share Units	⁽³⁾	02/23/2026		M			1,028	⁽³⁾	⁽³⁾	Common Shares of Beneficial Interest	1,028	$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 10,132 restricted stock units and 12,363 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. Follette	02/25/2026
	** 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 equity awards did PennyMac (PMT) Chief Digital Officer James Follette report?

James Follette reported vesting of multiple performance-based restricted share unit awards and a new grant of restricted stock units. These awards convert into or settle in common shares of beneficial interest, forming a key component of his equity-based compensation at PennyMac Mortgage Investment Trust.

How were the PennyMac (PMT) PSU payouts for James Follette determined for 2025?

The PSU payouts were based on 2025 return on equity and relative total stockholder return performance. Awards granted in 2023, 2024, and 2025 each vested one-third on February 23, 2026, with the performance results for January 1 through December 31, 2025 yielding a 79.2% payout.

Did PennyMac (PMT) withhold James Follette’s shares for taxes on vesting?

Yes. The filing notes certain common shares represent amounts withheld to satisfy tax obligations upon vesting of performance-based restricted stock units. This tax-withholding disposition uses already-issued shares to cover taxes instead of requiring separate cash payments, a common mechanism in stock-based compensation.

What vesting schedule applies to James Follette’s new PennyMac (PMT) RSU grant?

The new restricted stock units vest in three equal installments beginning on the first anniversary of the grant date. Upon each vesting tranche, the RSUs are settled in an equal number of PennyMac common shares, aligning ongoing compensation with future service and company performance.

What total PennyMac (PMT) equity holdings does James Follette report after these transactions?

Following these transactions, James Follette reports total holdings of 22,495 units and shares. This comprises 10,132 restricted stock units that will settle in common shares upon vesting, and 12,363 common shares of beneficial interest already issued in his name.