How were PennyMac (PMT) performance-based restricted share units determined for 2025?

The 2025 PSU payout was based on return on equity and relative total stockholder return from January 1, 2025 through December 31, 2025. This performance produced a 79.2% payout , which determined how many common shares of beneficial interest were delivered upon vesting.

PennyMac (PMT) CFO logs PSU vesting, RSU grants and tax-share disposals

Q: Did the PMT CFO sell shares in the open market in this Form 4?

The filing shows dispositions coded as F , meaning shares were withheld to satisfy tax liabilities upon vesting, at $12.29 per share. These entries indicate tax-withholding transactions, not discretionary open‑market sales initiated by the Chief Financial Officer.

Q: How many PennyMac (PMT) awards and shares are described in the Form 4 footnotes?

One footnote states the reported amount consists of 50,666 restricted share units and 10,106 common shares of beneficial interest . The restricted share units will convert into an equal number of common shares when they vest according to the award terms.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

PennyMac Mortgage Investment Trust Chief Financial Officer Daniel Stanley Perotti reported multiple equity compensation transactions on February 23, 2026. He acquired common shares of beneficial interest through the vesting and exercise of performance-based restricted share units, then disposed of a smaller portion of common shares to cover tax obligations at $12.29 per share. A footnote explains that certain performance-based awards for fiscal year 2025 vested based on a 79.2% payout tied to return on equity and relative total stockholder return. Additional restricted stock units were granted that vest in three equal annual installments and will settle in an equal number of common shares upon vesting. The filing also notes indirect ownership of common shares through The Perotti Family Trust.

Insider Trade Summary

15,764 shares exercised/converted

Mixed 14 txns

Insider Perotti Daniel Stanley

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance-Based Restricted Share Units	5,569	$0.00	--
Exercise	Performance-Based Restricted Share Units	5,569	$0.00	--
Grant/Award	Performance-Based Restricted Share Units	5,053	$0.00	--
Exercise	Performance-Based Restricted Share Units	5,053	$0.00	--
Grant/Award	Performance-Based Restricted Share Units	5,142	$0.00	--
Exercise	Performance-Based Restricted Share Units	5,142	$0.00	--
Exercise	Common Shares of Beneficial Interest	5,569	$0.00	--
Exercise	Common Shares of Beneficial Interest	5,053	$0.00	--
Exercise	Common Shares of Beneficial Interest	5,142	$0.00	--
Tax Withholding	Common Shares of Beneficial Interest	1,999	$12.29	$25K
Tax Withholding	Common Shares of Beneficial Interest	1,814	$12.29	$22K
Tax Withholding	Common Shares of Beneficial Interest	1,845	$12.29	$23K
Grant/Award	Common Shares of Beneficial Interest	18,518	$0.00	--
holding	Common Shares of Beneficial Interest	--	--	--

Holdings After Transaction: Performance-Based Restricted Share Units — 5,569 shares (Direct); Common Shares of Beneficial Interest — 37,717 shares (Direct); Common Shares of Beneficial Interest — 99,654 shares (Indirect, The Perotti Family Trust)

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 share units. The Reporting Person was granted restricted stock units, which will vest in three equal installments beginning on the first anniversary of the grant date, are to be settled in an equal number of shares of common stock upon vesting. The reported amount consists of 50,666 restricted share units and 10,106 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.

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Form 4 Insider Transactions: What Each Field Means →

02/25/2026 - 07:57 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^*

Perotti Daniel Stanley

(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 Financial 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		5,569⁽¹⁾	A	$0	37,717	D
Common Shares of Beneficial Interest	02/23/2026		M		5,053⁽²⁾	A	$0	42,770	D
Common Shares of Beneficial Interest	02/23/2026		M		5,142⁽³⁾	A	$0	47,912	D
Common Shares of Beneficial Interest	02/23/2026		F		1,999⁽⁴⁾	D	$12.29	45,913	D
Common Shares of Beneficial Interest	02/23/2026		F		1,814⁽⁴⁾	D	$12.29	44,099	D
Common Shares of Beneficial Interest	02/23/2026		F		1,845⁽⁴⁾	D	$12.29	42,254	D
Common Shares of Beneficial Interest	02/23/2026		A		18,518⁽⁵⁾	A	$0	60,772⁽⁶⁾	D
Common Shares of Beneficial Interest								99,654	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 Share Units	⁽¹⁾	02/23/2026		A		5,569		⁽¹⁾	⁽¹⁾	Common Shares of Beneficial Interest	5,569	$0	5,569	D
Performance-Based Restricted Share Units	⁽¹⁾	02/23/2026		M			5,569	⁽¹⁾	⁽¹⁾	Common Shares of Beneficial Interest	5,569	$0	0	D
Performance-Based Restricted Share Units	⁽²⁾	02/23/2026		A		5,053		⁽²⁾	⁽²⁾	Common Shares of Beneficial Interest	5,053	$0	5,053	D
Performance-Based Restricted Share Units	⁽²⁾	02/23/2026		M			5,053	⁽²⁾	⁽²⁾	Common Shares of Beneficial Interest	5,053	$0	0	D
Performance-Based Restricted Share Units	⁽³⁾	02/23/2026		A		5,142		⁽³⁾	⁽³⁾	Common Shares of Beneficial Interest	5,142	$0	5,142	D
Performance-Based Restricted Share Units	⁽³⁾	02/23/2026		M			5,142	⁽³⁾	⁽³⁾	Common Shares of Beneficial Interest	5,142	$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 share units.

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

6. The reported amount consists of 50,666 restricted share units and 10,106 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. Perotti	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 insider transactions did PMT CFO Daniel Perotti report on this Form 4?

Daniel Perotti reported equity compensation activity, including vesting and exercise of performance-based restricted share units into common shares and related tax-withholding share dispositions. These transactions reflect compensation mechanics rather than open‑market buying or selling of PennyMac Mortgage Investment Trust stock.

Did the PMT CFO sell shares in the open market in this Form 4?

The filing shows dispositions coded as F, meaning shares were withheld to satisfy tax liabilities upon vesting, at $12.29 per share. These entries indicate tax-withholding transactions, not discretionary open‑market sales initiated by the Chief Financial Officer.

What new stock awards did PMT grant to CFO Daniel Perotti?

The filing notes he was granted restricted stock units that vest in three equal installments beginning on the first anniversary of the grant date. These units will be settled in an equal number of common shares of beneficial interest upon vesting, increasing future share ownership if conditions are met.

How many PennyMac (PMT) awards and shares are described in the Form 4 footnotes?

One footnote states the reported amount consists of 50,666 restricted share units and 10,106 common shares of beneficial interest. The restricted share units will convert into an equal number of common shares when they vest according to the award terms.

What indirect holdings does the PMT CFO report in this Form 4?

The Form 4 lists indirect ownership of common shares of beneficial interest through The Perotti Family Trust. This indicates an additional block of PennyMac Mortgage Investment Trust shares is held via a family trust rather than directly in the Chief Financial Officer’s name.