PennyMac Financial Services Files 8-K with Key Corporate Updates

TL;DR

PMT filed an 8-K detailing new agreements, exec changes, and bylaws updates. Keep an eye on this.

AI Summary

PennyMac Financial Services, Inc. filed an 8-K on September 6, 2024, reporting on several key events. These include the entry into a material definitive agreement, changes in directors and officers, amendments to its articles of incorporation, and financial statement disclosures. The report was filed as of September 4, 2024.

Why It Matters

This filing provides crucial updates on PennyMac's corporate governance and material agreements, which can impact investor confidence and the company's strategic direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in corporate governance, which can introduce new risks or alter existing ones for the company.

Key Players & Entities

• PennyMac Financial Services, Inc. (company) — Registrant
• September 4, 2024 (date) — Earliest event reported
• September 6, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common Stock, $0.0001 par value PFSI New York Stock Excha
• $92,500 — d to receive an annual base retainer of $92,500, as well as additional annual committee
• $7,750 — dditional annual committee retainers of $7,750 for serving on the Compensation Committ
• $10,000 — rving on the Compensation Committee and $10,000 for serving on the Risk Committee. In c
• $157,500 — will receive a one-time equity grant of $157,500 in restricted stock units under the Com

Filing Documents

• tm2423364d1_8k.htm (8-K) — 31KB
• tm2423364d1_ex3-1.htm (EX-3.1) — 4KB
• tm2423364d1_ex10-1.htm (EX-10.1) — 31KB
• tm2423364d1_ex99-1.htm (EX-99.1) — 7KB
• tm2423364d1_ex99-1img001.jpg (GRAPHIC) — 6KB
• 0001104659-24-097758.txt ( ) — 267KB
• pfsi-20240904.xsd (EX-101.SCH) — 3KB
• pfsi-20240904_lab.xml (EX-101.LAB) — 33KB
• pfsi-20240904_pre.xml (EX-101.PRE) — 22KB
• tm2423364d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On September 4, 2024, PennyMac Financial Services, Inc. (the "Company") and HC Partners LLC entered into the Third Amended and Restated Stockholder Agreement (the "Stockholder Agreement") to increase the maximum number of directors to serve on the Board from twelve to thirteen. The foregoing description of the Stockholder Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stockholder Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Election of Directors . On September 4, 2024, the Board of Directors (the "Board") of the Company increased the authorized number of directors on the Board from twelve to thirteen directors and, in connection with such increase, elected Sunil Chandra to the Board, effective on September 4, 2024. Mr. Chandra will serve until the Company's next annual meeting of stockholders or until his successor is duly elected and qualified or until his earlier death, resignation or removal. Mr. Chandra will serve on the Nominating and Corporate Governance Committee and the Risk Committee of the Company's Board. In consideration for his services as a director of the Company, Mr. Chandra will be entitled to receive compensation on the same terms and in the same amounts as the other independent directors. Accordingly, Mr. Chandra is expected to receive an annual base retainer of $92,500, as well as additional annual committee retainers of $7,750 for serving on the Compensation Committee and $10,000 for serving on the Risk Committee. In connection with his election to the Board, Mr. Chandra will receive a one-time equity grant of $157,500 in restricted stock units under the Company's 2022 Equity Incentive Plan (with such amount to be prorated based on days of service on the Board during the annual equity award cycle) that vests in full on the first anniversary of the date of grant. In connection with his election, Mr. Chandra will enter into an indemnification agreement with the Company in the same form that the Company has entered into with its other directors. There are no other arrangements or understandings pursuant to which Mr. Chandra, on the one hand, and any other persons, on the other hand, was selected as a director. Mr. Chandra is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Re

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with Mr. Chandra's appointment to the Board , effective September 4, 2024, the Board amended Article II, Section 1 of the Company's Amended and Restated Bylaws (the "Amendment") of the Company to increase the maximum number of directors to serve on the Board from twelve to thirteen. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Amendment to the Amended and Restated Bylaws of PennyMac Financial Services, Inc. 10.1 Third Amended and Restated Stockholder Agreement 99.1 Press Release dated September 4, 2024 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PENNYMAC FINANCIAL SERVICES, INC. Date: September 6, 2024 /s/ Daniel S. Perotti Daniel S. Perotti Senior Managing Director and Chief Financial Officer