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PennyMac Mortgage (NYSE: PMT) exec equity awards and tax withholding

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PennyMac Mortgage Investment Trust director and president Doug Jones reported multiple equity award and vesting transactions 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 a 79.2% payout factor for 2025 performance metrics.

The vested PSUs were exercised into common shares of beneficial interest, and a portion of those shares was withheld to cover tax obligations at prices of $12.29 and $23.29 per share. Jones also received a new restricted stock unit grant of 37,037 common shares that will vest in three equal annual installments.

Following these transactions, Jones holds a reported total of 107,913 common shares of beneficial interest, consisting of 80,841 restricted share units and 27,072 common shares, with the restricted units settling into an equal number of common shares upon vesting.

Positive

  • None.

Negative

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Insider Jones Doug
Role Director, President & CMBO
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 6,063 $0.00 --
Exercise Performance-Based Restricted Share Units 6,063 $0.00 --
Grant/Award Performance-Based Restricted Share Units 8,228 $0.00 --
Exercise Performance-Based Restricted Share Units 8,228 $0.00 --
Exercise Common Shares of Beneficial Interest 5,569 $0.00 --
Exercise Common Shares of Beneficial Interest 6,063 $0.00 --
Exercise Common Shares of Beneficial Interest 8,228 $0.00 --
Tax Withholding Common Shares of Beneficial Interest 2,834 $12.29 $35K
Tax Withholding Common Shares of Beneficial Interest 3,085 $23.29 $72K
Tax Withholding Common Shares of Beneficial Interest 4,187 $12.29 $51K
Grant/Award Common Shares of Beneficial Interest 37,037 $0.00 --
Holdings After Transaction: Performance-Based Restricted Share Units — 5,569 shares (Direct); Common Shares of Beneficial Interest — 66,691 shares (Direct)
Footnotes (1)
  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 date of grant, are to be settled in an equal number of shares of common stock upon vesting. The reported amount consists of 80,841 restricted share units and 27,072 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.
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*
Jones Doug

(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)
Director, President & CMBO
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 5,569(1) A $0 66,691 D
Common Shares of Beneficial Interest 02/23/2026 M 6,063(2) A $0 72,754 D
Common Shares of Beneficial Interest 02/23/2026 M 8,228(3) A $0 80,982 D
Common Shares of Beneficial Interest 02/23/2026 F 2,834(4) D $12.29 78,148 D
Common Shares of Beneficial Interest 02/23/2026 F 3,085(4) D $23.29 75,063 D
Common Shares of Beneficial Interest 02/23/2026 F 4,187(4) D $12.29 70,876 D
Common Shares of Beneficial Interest 02/23/2026 A 37,037(5) A $0 107,913(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 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 6,063 (2) (2) Common Shares of Beneficial Interest 6,063 $0 6,063 D
Performance-Based Restricted Share Units (2) 02/23/2026 M 6,063 (2) (2) Common Shares of Beneficial Interest 6,063 $0 0 D
Performance-Based Restricted Share Units (3) 02/23/2026 A 8,228 (3) (3) Common Shares of Beneficial Interest 8,228 $0 8,228 D
Performance-Based Restricted Share Units (3) 02/23/2026 M 8,228 (3) (3) Common Shares of Beneficial Interest 8,228 $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 date of grant, are to be settled in an equal number of shares of common stock upon vesting.
6. The reported amount consists of 80,841 restricted share units and 27,072 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. Jones 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.

FAQ

What insider transactions did Doug Jones report at PennyMac Mortgage Investment Trust (PMT)?

Doug Jones reported PSU vesting, derivative exercises into common shares, tax-withholding dispositions, and a new restricted stock unit grant. Several performance-based PSU awards partially vested for 2025 performance, and a 37,037-share RSU award was granted, all settled or settling in common shares over time.

How were the performance-based PSU awards for PMT’s Doug Jones structured and vested?

Jones’ PSUs granted in 2023, 2024 and 2025 may vest in three equal installments, each subject to performance criteria for fiscal years 2023–2027. One-third of each award vested on February 23, 2026, with the 2025 fiscal-year payout determined at 79.2% based on return on equity and relative stockholder return.

What tax-withholding share dispositions did PMT insider Doug Jones report?

Jones reported dispositions coded “F,” representing shares withheld to satisfy taxes upon PSU vesting. These included 2,834 shares at $12.29, 3,085 shares at $23.29, and 4,187 shares at $12.29 per share, reflecting non-open-market tax-withholding transactions rather than discretionary sales of PennyMac Mortgage Investment Trust stock.

What new restricted stock unit grant did Doug Jones receive from PennyMac Mortgage Investment Trust?

Jones was granted 37,037 restricted stock units in common shares of beneficial interest. These units vest in three equal installments beginning on the first anniversary of grant and are to be settled in an equal number of common shares upon vesting, increasing his equity-based compensation exposure to PMT’s performance.

How many PennyMac Mortgage Investment Trust shares does Doug Jones own after these transactions?

After the reported transactions, Jones beneficially owns 107,913 common shares of beneficial interest. This total consists of 80,841 restricted share units and 27,072 common shares, with the restricted units scheduled to convert into an equal number of common shares as they vest under their existing terms.

Were the PMT insider share disposals by Doug Jones open-market sales?

The reported disposals were coded “F,” indicating shares delivered to cover taxes or exercise costs, not open-market sales. Footnotes specify they represent shares withheld for taxes upon vesting of performance-based restricted share units, aligning them with administrative tax settlement rather than discretionary selling activity.