PMT (PMT) legal chief reports RSU vesting, conversions and tax share offsets

Rhea-AI Filing Summary

PennyMac Mortgage Investment Trust Chief Legal Officer Derek Stark reported multiple equity compensation transactions involving performance-based restricted share units and common shares. On February 23, 2026, several performance-based restricted share unit awards vested and were exercised into common shares of beneficial interest at $0.00 per share. The filing shows related tax-withholding dispositions of common shares at $12.29 per share to cover tax obligations upon vesting. After these transactions, Stark directly owned 65,450 common shares of beneficial interest, consisting of 24,755 restricted share units and 40,695 common shares, which together represent his reported equity position following the grants, vesting, conversions, and tax withholdings.

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^*

STARK DEREK

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal 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)
			Code	V	Amount	(A) or (D)	Price
Common Shares of Beneficial Interest	02/23/2026		M		1,949(1)	A	$0	52,258	D
Common Shares of Beneficial Interest	02/23/2026		M		1,768(2)	A	$0	54,026	D
Common Shares of Beneficial Interest	02/23/2026		M		2,571(3)	A	$0	56,597	D
Common Shares of Beneficial Interest	02/23/2026		F		700(4)	D	$12.29	55,897	D
Common Shares of Beneficial Interest	02/23/2026		F		635(4)	D	$12.29	55,262	D
Common Shares of Beneficial Interest	02/23/2026		F		923(4)	D	$12.29	54,339	D
Common Shares of Beneficial Interest	02/23/2026		A		11,111(5)	A	$0	65,450(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		1,949		(1)	(1)	Common Shares of Beneficial Interest	1,949	$0	1,949	D
Performance-Based Restricted Share Units	(1)	02/23/2026		M			1,949	(1)	(1)	Common Shares of Beneficial Interest	1,949	$0	0	D
Performance-Based Restricted Share Units	(2)	02/23/2026		A		1,768		(2)	(2)	Common Shares of Beneficial Interest	1,768	$0	1,768	D
Performance-Based Restricted Share Units	(2)	02/23/2026		M			1,768	(2)	(2)	Common Shares of Beneficial Interest	1,768	$0	0	D
Performance-Based Restricted Share Units	(3)	02/23/2026		A		2,571		(3)	(3)	Common Shares of Beneficial Interest	2,571	$0	2,571	D
Performance-Based Restricted Share Units	(3)	02/23/2026		M			2,571	(3)	(3)	Common Shares of Beneficial Interest	2,571	$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 24,755 restricted share units and 40,695 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 Stark	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 PMT’s Derek Stark report on February 23, 2026?

Derek Stark reported vesting and exercises of performance-based restricted share units into common shares, along with related tax-withholding share dispositions. These transactions reflect equity compensation events rather than open-market buying or selling, and adjust his reported ownership in PennyMac Mortgage Investment Trust.

How many PennyMac Mortgage Investment Trust shares does Derek Stark hold after this Form 4?

After the reported transactions, Derek Stark beneficially owns 65,450 common shares of PennyMac Mortgage Investment Trust. This total consists of 24,755 restricted share units and 40,695 common shares of beneficial interest, all reported as directly owned following the equity award activity.

What are the key details of the performance-based RSU awards reported by PMT’s Derek Stark?

The performance-based restricted share unit awards vest in three equal installments, subject to performance criteria tied to return on equity and relative total stockholder return. One-third vested on February 23, 2026 for each relevant grant, with the 2025 fiscal year payout calculated at 79.2% of the target.

How were taxes handled on Derek Stark’s PMT equity vesting events?

Taxes were satisfied through share withholding transactions. The Form 4 shows several dispositions coded “F,” where common shares of beneficial interest were delivered at a price of $12.29 per share to cover tax liabilities triggered by the vesting of performance-based restricted stock units.

Did Derek Stark buy or sell PMT shares on the open market in this Form 4?

The reported activity reflects grants, vesting, and exercises of equity awards, plus tax-withholding dispositions, not open-market purchases or sales. Transactions include performance-based restricted share units converting into common shares and shares withheld to satisfy tax obligations associated with those award vestings.

How is Derek Stark’s PMT ownership structured between RSUs and common shares?

Stark’s reported holdings consist of 24,755 restricted share units and 40,695 common shares of beneficial interest. The restricted share units are scheduled to settle in an equal number of common shares upon vesting, while the existing common shares represent already-issued stock he directly owns.