株探米国株
英語
エドガーで原本を確認する
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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-38727

PennyMac Financial Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

83-1098934
(IRS Employer
Identification No.)

3043 Townsgate Road, Westlake Village, California
(Address of principal executive offices)

91361
(Zip Code)

(818) 224-7442

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

PFSI

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2025 the aggregate market value of the registrant’s Common Stock, $0.0001 par value (“common stock”), held by non-affiliates was $2,883,314,266 based on the closing price as reported on the New York Stock Exchange on that date.

As of February 17, 2026, the number of outstanding shares of common stock of the registrant was 52,167,770.

Documents Incorporated by Reference

Document

Parts Into Which Incorporated

Definitive Proxy Statement for
2026 Annual Meeting of Stockholders

Part III

Table of Contents

PENNYMAC FINANCIAL SERVICES, INC.

FORM 10-K

December 31, 2025

TABLE OF CONTENTS

Page

Special Note Regarding Forward-Looking Statements

3

PART I

Item 1

Business

6

Item 1A

Risk Factors

17

Item 1B

Unresolved Staff Comments

47

Item 1C

Cybersecurity

47

Item 2

Properties

49

Item 3

Legal Proceedings

50

Item 4

Mine Safety Disclosures

50

PART II

Item 5

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

50

Item 6

Reserved

50

Item 7

Management’s Discussion and Analysis of Financial Condition and Results of Operations

51

Item 7A

Quantitative and Qualitative Disclosures About Market Risk

75

Item 8

Financial Statements and Supplementary Data

77

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

77

Item 9A

Controls and Procedures

77

Item 9B

Other Information

80

Item 9C

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

80

PART III

Item 10

Directors, Executive Officers and Corporate Governance

80

Item 11

Executive Compensation

80

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

80

Item 13

Certain Relationships and Related Transactions, and Director Independence

81

Item 14

Principal Accountant Fees and Services

81

PART IV

Item 15

Exhibits and Financial Statement Schedules

82

Item 16

Form 10-K Summary

89

Signatures

99

4

2

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Report”) contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “continue,” “plan” or other similar words or expressions.

Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain financial and operating projections or state other forward-looking information. Examples of forward-looking statements include the following:

projections of our revenues, income, earnings per share, capital structure or other financial items;
descriptions of our plans or objectives for future operations, products or services;
forecasts of our future economic performance, interest rates, profit margins and our share of future markets;
discussions of our expectations regarding various macroeconomic factors, including variability in the economy or the impact of current and future regulations and legislation on our business; and
descriptions of assumptions underlying or relating to any of the foregoing expectations regarding the timing of generating any revenues.

Our ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. There are a number of factors, many of which are beyond our control that could cause actual results to differ significantly from management’s expectations. Some of these factors are discussed below.

You should not place undue reliance on any forward-looking statement and should consider the following uncertainties and risks, as well as the risks and uncertainties discussed elsewhere in this Report and as set forth in Item 1A. of Part I hereof and any subsequent Quarterly Reports on Form 10-Q.

Factors that could cause actual results to differ materially from historical results or those anticipated include, but are not limited to:

interest rate changes;

changes in macroeconomic, consumer and real estate market conditions;
rising homeownership costs negatively impacting housing affordability;
the continually changing federal, state and local laws and regulations applicable to the highly regulated industry in which we operate;
lawsuits or governmental actions that may result from any noncompliance with the laws and regulations applicable to our business;
the mortgage lending and servicing-related regulations promulgated by the Consumer Financial Protection Bureau and its enforcement of these regulations;
the licensing and operational requirements of states and other jurisdictions applicable to our business, to which our bank competitors are not subject;

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changes to government modification programs;
foreclosure delays and changes in foreclosure practices;
difficulties inherent in adjusting the size of our operations to reflect changes in business levels;
purchase opportunities for mortgage servicing rights;
our substantial amount of indebtedness;
increases in loan delinquencies, defaults and forbearances;
our dependence on U.S. government-sponsored entities and changes in their current roles or their guarantees or guidelines;
our ability to manage third party vendors and mortgage investor requirements;
our exposure to counterparties that do not fulfill contractual obligations, including their obligation to indemnify us or repurchase defective mortgage loans;
our reliance on PennyMac Mortgage Investment Trust (NYSE: PMT) as a significant contributor to our mortgage banking business;
maintaining sufficient capital and liquidity and compliance with financial covenants;
our obligation to indemnify third-party purchasers or repurchase loans if loans that we originate, acquire, service or assist in the fulfillment of fail to meet certain criteria;
our obligation to indemnify PMT if our services fail to meet certain criteria or characteristics or under other circumstances;
changes in investment management and incentive fees;
conflicts of interest in allocating our services and investment opportunities among us and our advised entity;
our ability to mitigate cybersecurity risks, cyber incidents and technology disruptions;
the effect of public opinion on our reputation;
our exposure to risks of loss and disruptions in operations resulting from severe weather events, man-made or other natural conditions, including climate change and pandemics;
our ability to effectively identify, manage and hedge our credit, interest rate, prepayment, liquidity and climate risks;

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Table of Contents

our initiation or expansion of new business activities or strategies;
our ability to detect misconduct and fraud;
our ability to pay dividends to our stockholders; and
our organizational structure and certain requirements in our charter documents.

Other factors that could also cause results to differ from our expectations may not be described in this Report or any other document. Each of these factors could by itself, or together with one or more other factors, adversely affect our business, results of operations and/or financial condition.

Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statement to reflect the impact of circumstances or events that arise after the date the forward-looking statement was made.

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Table of Contents

PART I

Item 1. Business

The following description of our business should be read in conjunction with the information included elsewhere in this Report. This description contains forward-looking statements that involve risks and uncertainties. Actual results could differ significantly from the projections and results discussed in the forward-looking statements due to the factors described under the caption “Risk Factors” and elsewhere in this Report. References in this Report to “we,” “our,” “us,” and the “Company” refer to PennyMac Financial Services, Inc. (“PFSI”) and its consolidated subsidiaries.

Our Company

We are a specialty financial services firm with a comprehensive mortgage platform and integrated business primarily focused on the production and servicing of U.S. residential mortgage loans (activities which we refer to as mortgage banking). We are also engaged in the management of investments related to the U.S. mortgage market and providing products and services that leverage innovative technologies to effectively and efficiently support our customers. We believe that our operating capabilities, specialized expertise, access to long-term investment capital, and experience across all aspects of the mortgage business will allow us to profitably grow these activities over time and capitalize on other related opportunities as they arise.

We operate and control all of the business and affairs and consolidate the financial results of Private National Mortgage Acceptance Company, LLC (“PNMAC”) and its subsidiaries described below:

Our principal mortgage banking subsidiary, PennyMac Loan Services, LLC (“PLS”), is a non-bank producer and servicer of mortgage loans. PLS is a seller/servicer for the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), each of which is a government-sponsored entity (“GSE”). PLS is also an approved issuer of securities guaranteed by the Government National Mortgage Association (“Ginnie Mae”), a lender of the Federal Housing Administration (“FHA”), and a lender/servicer of the U.S. Department of Veterans Affairs (“VA”) and the United States Department of Agriculture (“USDA”). We refer to each of Fannie Mae, Freddie Mac, Ginnie Mae, FHA, VA and USDA as an “Agency” and collectively as the “Agencies.” PLS is able to service loans in all 50 states, the District of Columbia, Puerto Rico, Guam and the United States Virgin Islands, and originate loans in all 50 states and the District of Columbia, either because it is properly licensed in a particular jurisdiction or exempt or otherwise not required to be licensed in that jurisdiction.

Our investment management subsidiary is Pennymac Capital Management, LLC (“PCM”), a Delaware limited liability company registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended. PCM manages PennyMac Mortgage Investment Trust (“PMT”), a mortgage real estate investment trust listed on the New York Stock Exchange under the ticker symbol PMT.

We conduct our business in two reportable operating segments: production and servicing.

The production segment performs loan origination, acquisition and sale activities for our account as well as for PMT.
The servicing segment performs servicing and subservicing of loans we are holding for sale and for non-affiliate investors, execution and management of early buyout transactions, and servicing of loans sourced and managed for PMT.

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Following is a summary of our segments’ results:

Year ended December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

Net revenues:

Production

$

1,260,280

$

941,702

$

644,674

Servicing

737,383

595,364

714,503

Corporate and other

48,873

56,665

42,479

$

2,046,536

$

1,593,731

$

1,401,656

Income (loss) before income taxes:

Production

$

369,920

$

311,231

$

116,078

Servicing

324,893

205,002

368,392

Corporate and other

(143,396)

(115,207)

(300,839)

$

551,417

$

401,026

$

183,631

Total assets at end of year:

Production

$

9,756,783

$

8,431,612

$

4,560,323

Servicing

19,564,252

17,588,018

14,036,203

Corporate and other

67,654

67,257

248,037

$

29,388,689

$

26,086,887

$

18,844,563

Unpaid principal balance ("UPB") of loans purchased and originated for our account and for PMT

$

152,419,382

$

115,819,663

$

99,435,041

UPB of loans serviced for PMT and non-affiliates at end of year

$

733,613,822

$

665,763,827

$

607,216,769

Mortgage Banking

Production Segment

Our loan production segment sources new prime credit quality residential conventional and government-insured or guaranteed mortgage loans through three channels: correspondent production, broker direct lending and consumer direct lending as described below.

Correspondent Production

In correspondent production we manage, for our own account and on behalf of PMT, the purchase from non-affiliates of mortgage loans that have been underwritten to investor guidelines.

Correspondent loans insured or guaranteed by the FHA, VA or USDA are directed to our account for sale into the mortgage-backed securities (“MBS”) guaranteed by Ginnie Mae and other loans, primarily comprised of loans that can be sold into MBS guaranteed by Fannie Mae or Freddie Mac, are allocated between PFSI and PMT.

Beginning July 1, 2025, we became the initial purchaser of all loans from correspondent sellers and now transfer agreed upon volumes of conventional loans to PMT. PMT retains the right to purchase 100% of non-government correspondent loans from us. This arrangement is discussed in Note 4 – Transactions with Related Parties to the consolidated financial statements included in this Annual Report.

In our correspondent production activities, for loans we source for our own account, we earn loan origination fees from the correspondent sellers, interest income on the loans during the time we hold such loans, gains or losses from the date we make a commitment to purchase the loans through the sale of these loans, and, in connection with such sales, we generally retain and recognize the fair value of the contractual rights to service the loans on behalf of the purchaser of the loans. These servicing contracts are referred to as mortgage servicing rights or MSRs.

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Table of Contents

In our loan fulfillment activities in support of PMT’s correspondent production activities and only for loans purchased for PMT’s account, we earn fulfillment fees and tax service fees. We may also sell newly originated loans from our consumer direct and broker direct lending channels or purchased through our correspondent channel for our own account to PMT under a mortgage loan purchase agreement. When we sell loans to PMT, PMT obtains the MSRs relating to such loans. As such, our gains on sales of loans to PMT are primarily cash gains.

Broker Direct Lending

In broker direct lending, we obtain loan application packages from non-affiliated mortgage loan brokers, underwrite and fund the resulting loans for sale. In our broker direct lending activities, we earn origination fees and interest income, gains or losses from the date we make a commitment to fund the loan through the sale of these loans, and, in sales to entities other than PMT, we generally retain and recognize the fair value of the associated MSRs.

Consumer Direct Lending

Through our consumer direct lending channel, we originate mortgage loans on a national basis. Our consumer direct model relies on the Internet and call center-based staff to acquire and interact with customers across the country. We do not have a “brick and mortar” branch network.

In our consumer direct lending activities, we earn loan origination fees from the borrower, interest income during the time we hold the loan before sale, gains or losses from the date we make a commitment to fund the loan through the sale of these loans, and, in sales to entities other than to PMT, we retain and recognize the fair value of the associated MSRs. To the extent we refinance loans that we subservice for PMT where PMT owns the related MSRs, we are generally required to pay PMT a recapture fee. Our recapture fee arrangement is detailed in Note 4 – Transactions with Related Parties to the consolidated financial statements included in this Annual Report.

Our loan production activities are summarized below:

Year ended December 31, 

 

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

UPB of loans purchased and originated for sale through our:

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Correspondent lending channel and from PennyMac Mortgage Investment Trust

$

104,945,164

$

80,694,536

$

71,618,697

Broker direct channel

14,596,551

12,969,248

8,122,495

Consumer direct channel

13,668,049

8,709,395

4,795,548

133,209,764

102,373,179

84,536,740

UPB of loans directly sold to PMT and fulfilled for PMT subject to fulfillment fees

12,893,224

13,446,484

14,898,301

Total loan production

$

146,102,988

$

115,819,663

$

99,435,041

The effect of our loan production transactions with PMT on our financial statements are summarized below:

Year ended December 31,

  ​ ​ ​

2025

  ​ ​

2024

  ​ ​

2023

(in thousands)

Net gains on loans held for sale at fair value:

Net gains on loans held for sale to PMT

$

55,825

$

6,260

$

Mortgage servicing rights recapture fees

(10,117)

(2,193)

(1,784)

45,708

4,067

(1,784)

Fulfillment fee revenue

  ​ ​ ​

23,804

  ​ ​ ​

26,291

27,826

Tax service fees earned from PMT included in Loan origination fees

1,537

2,503

3,216

$

71,049

$

32,861

$

29,258

Sourcing fees paid to PMT included in cost of loans purchased

$

5,164

$

8,069

$

7,162

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Table of Contents

Servicing Segment

Our loan servicing segment performs loan administration, collection, and default management activities, including the collection and remittance of loan payments; responding to customer inquiries; accounting for principal and interest; holding custodial (impounded) funds for the payment of property taxes and insurance premiums; counseling delinquent borrowers; administering loss mitigation activities, including modification and forbearance programs; and supervising foreclosures and property dispositions.

We service loans both as the owner of MSRs and mortgage servicing liabilities (“MSLs”) and as the subservicer on behalf of PMT and non-affiliates.

The UPB of our loan servicing portfolio is summarized below:

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

(in thousands)

Mortgage servicing rights and mortgage servicing liabilities:

Originated

$

448,035,447

$

410,393,342

Purchased and assumed

13,999,998

15,681,406

462,035,445

426,074,748

Loans held for sale

8,930,477

8,128,914

Total owned servicing

470,965,922

434,203,662

Subserviced for:

PennyMac Mortgage Investment Trust

226,774,067

230,745,995

Other non-affiliates

11,616,738

Interim servicing

24,257,095

806,584

Total subservicing

262,647,900

231,552,579

$

733,613,822

$

665,763,827

Our responsibilities and risks relating to loans we service in arrangements where we own the MSRs or MSLs differ from those where we act as subservicer for the owner of the servicing rights. As the owner of the servicing rights:

We recognize our investment in the servicing rights received in loan sale transactions where we retain the contractual obligation to service the loans as well the investment we make when we buy MSRs or the liability we incur when we assume MSLs. We carry these assets and liabilities at fair value and as such they are subject to subsequent changes in fair value owing to the anticipated realization of the cash flows from the asset or liability or to changes in the market for such MSRs and MSLs;

Because our investment in MSRs can be significant and the fair value of this asset is sensitive to changes in prepayment activity and expectations, marketplace return requirements and the cost to service the loans, we incur costs to hedge this investment – primarily the risk of changes in fair value arising from changes in prepayment activity and expectations in response to changes in interest rates;

We are responsible for advancing our corporate funds to protect the loan owners’ interest in the collateral securing such loans for such items as hazard insurance, property taxes and foreclosure-related costs, subject to future reimbursement, as well as advancing delinquent principal and interest payments to MBS holders; and

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As the owner of Ginnie Mae MSRs, we have the option to purchase loans that are at least three months delinquent out of the underlying Ginnie Mae securities as an alternative to continuing to advance principal and interest payments to the holders of the Ginnie Mae securities, or we may be required to purchase loans out of Ginnie Mae securities if there has been a modification of the loans’ terms. Our objective is to work with the borrowers to cure the loan delinquency through either borrower reperformance or modification of the loans’ terms. When curing the delinquency is not feasible, we work to settle the loan and collect our claims from the applicable insurer or guarantor. When we are able to cure the delinquency and after a minimum required period of reperformance, we are able to re-deliver the cured loan into another Ginnie Mae guaranteed security.

As the subservicer for the owner of servicing rights, we do not carry the related MSRs or MSLs on our balance sheet and therefore do not recognize or hedge changes in the fair value of MSRs or MSLs and are generally not responsible for financing the advance of corporate funds to protect the loan owners’ interest in the collateral securing such loans. As a result, the fees we earn from such arrangements are generally less on a per-loan basis than those we earn from holding MSRs and MSLs.

Following is a summary of our net loan servicing fees:

Year ended December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

Net loan servicing fees:

Owned servicing:

Loan servicing fees:

Contractually specified

$

1,776,557

$

1,529,452

$

1,268,650

Other

200,288

186,776

134,949

1,976,845

1,716,228

1,403,599

Effect of MSRs and MSLs:

Realization of cash flows

(1,161,608)

(840,730)

(662,375)

Other changes in fair value of MSRs and MSLs

(251,672)

407,388

56,807

Hedging results

56,546

(832,483)

(236,778)

(1,356,734)

(1,265,825)

(842,346)

Net loan servicing fees from owned servicing

620,111

450,403

561,253

Subservicing:

Loan servicing fees from PennyMac Mortgage Investment Trust

84,432

83,252

81,347

From non-affiliates

1,156

85,588

83,252

81,347

Net loan servicing fees

$

705,699

$

533,655

$

642,600

Average UPB of loans serviced:

Mortgage servicing rights and mortgage servicing liabilities

$

455,045,525

$

396,588,047

$

338,373,762

Subservicing

$

236,486,530

$

231,303,048

$

234,303,254

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Our Business Strategies

Our business strategies include:

Correspondent Lending

According to Inside Mortgage Finance, the correspondent channel represented approximately one-third of U.S. residential mortgage originations in 2025. We expect to grow our correspondent production business as we continue to expand the loan products and services we offer. We believe that we are well positioned to continue generating significant business in this channel based on our management expertise in the correspondent production business, our relationships with correspondent sellers, and our supporting systems and processes. In 2025, 2024 and 2023, we purchased $111.3 billion, $80.7 billion and $71.6 billion of mortgage loans, respectively, through our correspondent lending channel. In 2025, 2024, and 2023, we also fulfilled $12.9 billion, $13.4 billion and $14.9 billion of mortgage loans subject to fulfillment fees, respectively, for PMT.

Consumer Direct Lending

According to Inside Mortgage Finance, the consumer direct lending channel represented approximately half of U.S. residential mortgage originations in 2025. We expect to grow our consumer direct lending business over time by leveraging our servicing portfolio through the recapture of existing customers for refinance and purchase-money loans as well as by acquiring new customers. As our servicing portfolio grows, we will have a greater number of leads to pursue, which we believe will lead to greater origination activity through our consumer direct business. As of December 31, 2025, we serviced 2.8 million loans. In 2025, 2024 and 2023, we funded $13.7 billion, $8.7 billion and $4.8 billion of mortgage loans, respectively, through our consumer direct lending channel as market interest rates increased and market refinance volumes decreased. We believe that our national call center model and our technology will enable us to drive origination process efficiencies and best-in-class customer service.

Broker Direct Lending

According to Inside Mortgage Finance, the broker lending channel represented approximately one-fifth of U.S. residential mortgage originations in 2025. In 2025, 2024 and 2023, we funded $14.6 billion, $13.0 billion and $8.1 billion of mortgage loans, respectively, through our broker direct channel, which is comprised of loans from both the broker direct lending operations as well as loans purchased through our non-delegated correspondent lending operations. We plan on growing our mortgage loan volume in this channel through the addition of new broker and non-delegated partner relationships, as well as expansion of existing relationships enabled by our leading broker technology platform.

Mortgage Loan Servicing

We expect to grow our servicing portfolio through loan production activities, as our correspondent production for our own account and consumer and broker direct lending add new servicing for owned servicing, and correspondent conventional production for PMT’s account adds new subservicing. We also expect to add subservicing for new non-affiliate clients. We or PMT may also grow our servicing portfolio through acquisitions or adjust the composition of our servicing portfolio through servicing sales. In 2025, our loan production totaled $152.4 billion in UPB. As of December 31, 2025, our MSRs were backed by loans with UPBs totaling $462.0 billion.

New Markets and Products

We regularly evaluate opportunities to grow our business, including expansion into new markets and providing additional services to our customers directly or through external partnerships. We continue to develop new products to satisfy demand from customers in each of our production and servicing channels and respond to changing circumstances in the market, by, for example, expanding our non-affiliate subservicing.

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U.S. Mortgage Market

The U.S. residential mortgage market is one of the largest financial markets in the world, with approximately $14.7 trillion of debt outstanding as of December 31, 2025. According to mortgage industry economists, first lien mortgage loan origination volume was approximately $1.9 trillion in 2025 and is expected to increase to $2.3 trillion in 2026. Many of the largest participants in the mortgage market in recent years have been non-bank specialty finance companies.

Competition

The residential mortgage industry is characterized by high barriers to entry, including the necessity for approvals required to sell loans to and service loans for the Agencies, state licensing requirements for non-federally chartered banks, sophisticated infrastructure, technology, risk management, processes required for successful operations, and financial capital requirements.

Given the diverse and specialized nature of our businesses, we do not believe we have a direct competitor for the totality of our business. We compete with a number of nationally-focused companies in each of our businesses.

In our loan production and servicing segments, we compete with large global banks and financial institutions, including the cash windows of the GSEs, as well as with other independent non-bank mortgage loan producers and servicers, such as Rocket Mortgage, Rithm Capital, Freedom Mortgage and United Wholesale Mortgage.

In our loan production segment, we compete primarily on the basis of customer service, marketing penetration, customer network, product offerings, technical knowledge, manufacturing quality, speed of execution, and rates and fees.

In our servicing segment, we compete primarily on the basis of experience in the residential loan servicing business, quality and efficiency of execution and servicing performance.

We also compete for capital with both traditional and alternative investment managers. We compete primarily on the basis of historical track record of risk-adjusted returns, experience of investment management team, the return profile of prospective investment opportunities and on the level of fees and expenses.

Some of our competitors are significantly larger than we are, may have stronger financial positions and greater access to capital and other resources than we have, and may have other advantages over us. Such advantages include the ability to obtain lower-cost financing and operational efficiencies arising from their larger size.

Cyclicality and Seasonality

The demand for loan originations is affected by consumer demand for home loans. Demand for home loans generally comes from the demand for loans made to finance the purchase of homes and the demand for loans made to refinance existing loans.

The demand for loans made to finance the purchase of homes is most significantly influenced by the overall strength of the economy, housing prices and availability and societal factors such as household formation and government support for homeownership.

The demand for loans made to refinance existing loans is most significantly influenced by movements in interest rates and, to a lesser extent, to changes in property values and employment.

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Human Capital Resources

 

Our long-term growth and success are highly dependent upon our employees and our ability to maintain a workplace representing a broad spectrum of backgrounds, ideas and perspectives. As part of these efforts, we strive to offer competitive compensation and benefits, foster a community where everyone feels a greater sense of belonging and purpose, and provide employees with the opportunity to give back and make an impact in the communities where we live and serve. We had approximately 4,900 domestic employees as of the end of fiscal year 2025.

 Employee Retention and Development

 

We believe in attracting, developing and retaining highly skilled talent, while providing a supportive work environment that prioritizes the safety and wellness of our employees. Talent development is a critical component of the employee experience and ensures that all employees have career growth opportunities, including establishing development networks and relationships and fostering continued growth and learning. Employees receive regular business and compliance training to help further enhance their career development objectives. We also actively manage enterprise-wide and divisional mentoring programs and have partnered with an external vendor to establish a comprehensive, fully integrated wellness program designed to enhance employee productivity.

 Compensation and Succession Planning

 

Our compensation programs are designed to motivate and reward employees who possess the necessary skills to support our business strategy and create long-term value for our stockholders. Employee compensation may include base salary, annual cash incentives, and long-term equity incentives, as well as life insurance and 401(k) plan matching contributions. We also offer a comprehensive selection of health and welfare benefits to our employees including emotional well-being support and paid parental leave programs. Succession planning is also critical to our operations and we have established ongoing evaluations of our leadership depth and succession capabilities.

 

Workplace Engagement

 

We believe that building a high-performing, talented and engaged workforce where our employees bring varied perspectives and experiences to work every day creates a positive influence in our workplace, business operations and the communities we serve. We prioritize several initiatives that strengthen our workplace culture, including our leadership standards, mentorship programs, business resource groups, and on-site and division-based culture and engagement teams. We actively monitor trends in our workforce and prioritize programs to ensure that our employees have an opportunity to learn, grow, and thrive. Our board of directors and board committees oversee our human capital resource programs and initiatives.

 

Community Involvement

 

Our corporate philanthropy program is governed by a philosophy of giving that prioritizes the support of causes and issues of importance in our local communities, and drives a culture of employee engagement and collaboration throughout our organization. We are committed to empowering our employees to be a positive influence in the community, which we believe cultivates a sense of purpose and connection that boosts employee productivity and engagement, increases job satisfaction, and ultimately improves employee retention.

 

Our philanthropy program consists of a number of key components: an employee matching gifts program, a volunteer grants program, a charitable grants program and a corporate sponsorship program. Our five philanthropic focus areas are: community development and affordable housing, financial literacy and economic inclusion, human and social services, health and medical research, and environmental sustainability.

 

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We have established a separate donor advised fund to facilitate donations to various local and national charitable organizations and have provided funding to several charitable organizations located near our office sites and national organizations that support missions such as sustainable homeownership, mortgage and rental assistance, food insecurity, disaster relief, family and child advocacy, and community empowerment. We also manage our environmental impact by focusing on improving our waste reduction, energy efficiency and water conservation.

Legal and Regulatory Compliance

Our business is subject to extensive federal, state and local regulation. These regulations are responsible for ensuring consumers are provided with timely and understandable information to make responsible decisions about financial transactions, federal consumer financial laws are enforced and consumers are protected from unfair, deceptive, or abusive acts and practices and from discrimination. These regulations may also increase mortgage production and servicing costs.

Our loan production and loan servicing operations are subject to federal requirements and are regulated at the state level by state licensing authorities and administrative agencies. We, and our employees who engage in regulated activities, must apply for licensing as a mortgage banker or lender, loan servicer and debt collector pursuant to applicable state law. These state licensing requirements typically require an application process, the payment of fees, background checks and administrative review.

Our servicing operations are licensed (or exempt or otherwise not required to be licensed) to service mortgage loans in all 50 states, the District of Columbia, Puerto Rico, Guam and the United States Virgin Islands. Our consumer direct lending business is licensed to originate loans in all 50 states and the District of Columbia.

From time to time, we receive requests from states and Agencies and various investors for records, documents and information regarding our policies, procedures and practices regarding our loan production and loan servicing business activities, and undergo periodic examinations by federal and state regulatory agencies. We incur significant ongoing costs to comply with these licensing and examination requirements.

The Secure and Fair Enforcement for Mortgage Licensing Act of 2008 requires all states to enact laws that require all individuals acting in the United States as mortgage loan originators to be individually licensed or registered if they intend to offer mortgage loan products. These licensing requirements include enrollment in the Nationwide Mortgage Licensing System, application to state regulators for individual licenses and the completion of pre-licensing education, annual education and the successful completion of both national and state exams.

We must comply with a number of federal consumer protection laws, including, among others:

the Real Estate Settlement Procedures Act, and Regulation X thereunder, which require certain disclosures to mortgagors regarding the costs of mortgage loans, the administration of tax and insurance escrows, the transferring of servicing of mortgage loans, the management of mortgage loans in default, loss mitigation and foreclosure events, the response to consumer complaints, and payments between lenders and vendors of certain settlement services;

the Truth in Lending Act, and Regulation Z thereunder, which require certain disclosures to mortgagors regarding the terms of their mortgage loans, notices of sale, assignments or transfers of ownership of mortgage loans, new servicing rules involving payment processing, and adjustable rate mortgage change notices and periodic statements;

the Equal Credit Opportunity Act and Regulation B thereunder, which prohibit discrimination on the basis of age, race and certain other characteristics, in the extension of credit;

the Fair Housing Act, which prohibits discrimination in housing on the basis of race, sex, national origin, and certain other characteristics;

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the Home Mortgage Disclosure Act and Regulation C thereunder, which require financial institutions to report certain public loan data;

the Homeowners Protection Act, which requires the cancellation of private mortgage insurance once certain equity levels are reached, sets disclosure and notification requirements, and requires the return of unearned premiums;

the Servicemembers Civil Relief Act, which provides, among other things, interest and foreclosure protections for service members on active duty;

the Gramm-Leach-Bliley Act and Regulation P thereunder, which require us to maintain privacy with respect to certain consumer data in our possession and to periodically communicate with consumers on privacy matters;

the Fair Debt Collection Practices Act, which regulates the timing and content of debt collection communications;

the Fair Credit Reporting Act and Regulation V thereunder, which regulate the use and reporting of information related to the credit history of consumers; and

the National Flood Insurance Reform Act of 1994, which provides for lenders to require from borrowers or to purchase flood insurance on behalf of borrower/owners of properties in special flood hazard areas.

Our senior management team has established a comprehensive compliance management system (“CMS”) that is designed to ensure compliance with applicable mortgage origination and servicing laws and regulations. The components of our CMS include: (a) oversight by senior management and our board of directors to ensure that our compliance culture, guidance, and resources are appropriate; (b) a compliance program to ensure that our policies, training and monitoring activities are complete and comprehensive; (c) a complaint management program to ensure that consumer complaints are appropriately addressed and that any required actions are implemented on a timely basis; and (d) independent oversight to ensure that our CMS is functioning as designed.

An important component of the CMS is our governance oversight structure. The CMS is integrated into our enterprise risk management framework and overseen by our Management Risk Committee (“MRC”). The MRC monitors changes in the internal and external environment, approves compliance and risk management policies, monitors compliance with those policies and ensures any required remediation is implemented on a timely basis. The MRC has identified individuals throughout the organization to oversee specific areas of risk. MRC membership includes senior management from all areas of the Company impacted by mortgage compliance laws and regulations. The MRC meets on a regular basis throughout the year.

Intellectual Property

We rely on a combination of trademarks, copyrights, and trade secrets, as well as confidentiality and contractual provisions to protect our intellectual property and proprietary technologies. We hold or have otherwise applied for various registered trademarks, including trademarks with respect to the name Pennymac and various additional designs and word marks relating to the Pennymac name. Depending upon the jurisdiction, trademarks generally are valid as long as they are in use and/or their registrations are properly maintained. We generally intend to renew our trademarks as they come up for renewal. Our other intellectual property includes proprietary know-how and technological innovations, such as our proprietary workflow-driven cloud-based servicing system, as well as proprietary pricing engines, loan-level analytics systems and other trade secrets that we have developed to maintain our competitive position.

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Available Information

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, including exhibits, proxy statements and amendments to those reports filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available free of charge through the investor relations section of our website at www.pennymacfinancial.com as soon as reasonably practicable after electronically filing such material with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding our filings at www.sec.gov. The above references to our website and the SEC’s website do not constitute incorporation by reference of the information contained on those websites and should not be considered part of this document.

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Item 1A. Risk Factors

Summary Risk Factors

We are subject to a number of risks that, if realized, could have a material adverse effect on our business, financial condition, liquidity, results of operations and our ability to make distributions to our stockholders. Some of our more significant challenges and risks include, but are not limited to, the following, which are described in greater detail below:

Our business is significantly affected by changes in interest rates. Changes in prevailing interest rates, rising inflation rates, U.S. monetary policies or other macroeconomic conditions that affect interest rates may have a detrimental effect on our business and earnings.
Our business is highly dependent on macroeconomic, real estate, mortgage and financial market conditions that could materially and adversely affect our business, financial condition and results of operations.
Rising homeownership costs may negatively impact housing affordability and increase mortgage delinquencies, defaults and foreclosures.
Increases in delinquencies and defaults may adversely affect our business, financial condition, liquidity and results of operations.
We are required to make servicing advances that can be subject to delays in recovery or may not be recoverable due to delinquencies, defaults and foreclosures that could adversely affect our business, financial condition, liquidity and results of operations.
We may not be able to effectively manage significant increases or decreases in our loan production volume, which could negatively affect our business, financial condition, liquidity and results of operations.
We have a substantial amount of indebtedness, which may limit our financial and operating activities, expose us to substantial increases in costs due to interest rate fluctuations, expose us to the risk of default under our debt obligations and may adversely affect our ability to incur additional debt to fund future needs.
We rely on external financial arrangements to fund mortgage loans and operate our business and our inability to refinance or enter new financial arrangements could be detrimental to our business.
We finance our loans, MSRs and other assets under secured financing agreements and utilize various other sources of borrowings, which exposes us to significant risk and may materially and adversely affect our business, financial condition, liquidity and results of operations.
Our financing agreements contain financial and restrictive covenants that could adversely affect our business, financial condition, liquidity and results of operations.
Hedging against interest rate exposure may materially and adversely affect our business, financial condition, liquidity, results of operations and cash flows.
We use estimates in determining the fair value of our investments and for credit decisions. If our estimates prove to be inaccurate, we may be required to write down the fair values of our investments or suffer a loss that could adversely affect our business, financial condition, liquidity and results of operations.
Our ownership of mortgage servicing rights exposes us to prepayment, delinquency, interest rate and regulatory risks.
We may not realize all of the anticipated benefits of potential future acquisitions and sales of MSRs, which could adversely affect our business, financial condition, liquidity and results of operations.
A disruption in the MBS market could materially and adversely affect our business, financial condition, liquidity and results of operations.
We may be required to indemnify the purchasers of loans that we originate, acquire or assist in the fulfillment of, or repurchase those loans, if those loans fail to meet certain criteria or characteristics or under other circumstances and we may be unable to seek indemnity or require our counterparties to repurchase loans if they breach representations and warranties they make to us.
We depend on counterparties and vendors to provide services that are critical to our business, which subjects us to a variety of risks.
Our failure to appropriately address various issues that may give rise to reputational risk could cause harm to our business and adversely affect our earnings.

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Cybersecurity risks, cyber incidents and technology failures may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information or the personal information of our customers, and/or damage to our business relationships, all of which could negatively impact our financial results.
Technology disruptions or failures, including a failure in our information systems or those of third parties with whom we do business, could disrupt our business, cause legal or reputational harm and adversely impact our results of operations and financial condition.
The development, implementation, maintenance and protection of our proprietary technologies require significant capital and legal expenditures for us to remain competitive.
The development, proliferation and use of artificial intelligence could give rise to legal and/or regulatory action, damage our reputation or otherwise materially harm our business.
Climate change, adverse weather conditions, man-made or natural disasters, pandemics, wars and armed conflicts, terrorist attacks, and other long term physical and environmental changes and conditions could adversely impact properties that we own or that collateralize loans we own or service.
We operate in a highly regulated industry and the continually changing federal, state and local laws and regulations could materially and adversely affect our business, financial condition, liquidity and results of operations.
Existing and new rules and regulations by federal and state regulators could result in enforcement actions, fines, penalties and reputational harm.
We are highly dependent on U.S. government-sponsored entities and government agencies, and any organizational or pricing changes at such entities or their regulators could materially and adversely affect our business, liquidity, financial condition and results of operations.
We are required to have various Agency approvals and state licenses to conduct our business and failure to maintain our licenses could materially and adversely impact our business, financial condition, liquidity, and results of operations.
PennyMac Mortgage Investment Trust (“PMT”) is a significant source of business for our mortgage banking activities, and the termination of, or material adverse change in, the terms of this relationship, or a material adverse change to PMT or its operations, could adversely affect our business, financial condition, liquidity and results of operations.
A significant portion of our loan servicing operations are conducted pursuant to subservicing contracts with PMT, and any termination by PMT of these contracts, or a material change in the terms thereof that is adverse to us, would adversely affect our business, financial condition, liquidity and results of operations.
We may encounter conflicts of interest in trying to appropriately allocate our time and services between activities for our own account and for PMT, or in trying to appropriately allocate investment opportunities among ourselves and for PMT and any other entities or accounts that we may manage in the future.
Our risk management efforts may not be effective in identifying our significant risks and designing and implementing adequate internal controls to mitigate those risks.
Developing new products, updating our operational processes and initiating or expanding our business activities may expose us to new regulatory compliance and litigation risks and require additional capital expenditures.
We operate in a highly competitive market and decreased margins resulting from increased competition or our inability to compete successfully could adversely affect our business, financial condition, liquidity and results of operations.

Risk Factors

In addition to the other information set forth in this Report, you should carefully consider the following factors, which could materially adversely affect our business, financial condition, liquidity and results of operations in future periods. The risks described below are not the only risks that we face. Additional risks not presently known to us or that we currently deem immaterial may also materially adversely affect our business, financial condition, liquidity and results of operations in future periods.

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Risks Related to Mortgage Production and Servicing

Market and Financial Risks

Our business is significantly affected by changes in interest rates. Changes in prevailing interest rates, rising inflation rates, U.S. monetary policies or other macroeconomic conditions that affect interest rates may have a detrimental effect on our business and earnings.

Our operations, financial performance and earnings are affected by factors including prevailing interest rates, United States monetary policies or other macroeconomic conditions such as inflation fluctuations, recessions, consumer confidence and demand. For example, higher interest rates and inflationary pressures in 2024 and 2025 have constrained mortgage origination and refinancing activity as compared to previous years. In addition, the pricing and liquidity of the MBS market may be impacted by significant changes in the Federal Reserve’s MBS portfolio. Future reductions of the Federal Reserve’s balance sheet or its MBS portfolio may result in higher interest rate volatility and wider mortgage-backed security spreads that could negatively affect our investments.

Our financial performance and profitability are directly affected by changes in prevailing interest rates. An increase in prevailing interest rates could:

adversely affect our loan production volume, as refinancing an existing loan would be less attractive and qualifying for a loan may be more difficult;

adversely affect our Ginnie Mae early buyout (“EBO”) loans because modifications would become less economically feasible; and

increase the cost of servicing our outstanding debt, including debt related to servicing assets and loan production.

A decrease in prevailing interest rates could:

cause an increase in the volume of loan refinancing, which would require us to record decreases in fair value on our MSRs; and

reduce our earnings from our custodial deposit accounts.

Furthermore, borrowings under our warehouse lines of credit and MSR and servicing advance facilities expose us to interest rate risk. If interest rates increase, our debt service obligations on certain of our variable-rate indebtedness will increase even though the amount borrowed remains the same, and our earnings and cash flows may correspondingly decrease. In addition, we may not be able to adjust our operational capacity and staffing in a timely manner, or at all, in response to increases or decreases in loan production volume resulting from changes in prevailing interest rates. Any of the increases or decreases discussed above could have a material adverse effect on our business, financial condition, liquidity and results of operations.

Our business is highly dependent on macroeconomic, real estate, mortgage and financial market conditions that could materially and adversely affect our business, financial condition and results of operations.

The success of our business strategies and our results of operations are materially affected by current or future conditions in the real estate market, mortgage markets, financial markets and the economy generally. Factors such as inflation, deflation, unemployment, personal and business income taxes, energy costs, government shutdowns, pandemics, wars and armed conflicts, climate change and the availability and cost of credit may contribute to increased volatility and unclear expectations for the economy in general and the real estate market, mortgage market and financial markets.

A significant deterioration in macroeconomic conditions could reduce the amount of disposable income consumers have and negatively impact consumers’ ability to take out new loans and repay existing loans. A destabilization of the real estate market, mortgage market and financial markets or deterioration in these markets also could reduce our loan production volume, reduce the profitability of servicing mortgages or adversely affect our ability to sell mortgage loans that we originate or acquire, either at a profit or at all.

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Inflation and future expectations of inflation could also increase our operating expenses and may affect our profitability if the additional operating expenses are not recoverable through increased revenues or profit margins. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations.

Rising homeownership costs may negatively impact housing affordability and increase mortgage delinquencies, defaults and foreclosures.

Housing affordability has been negatively impacted by rising housing costs and tax payments. The average share of borrowers' mortgage payments allocated to property taxes and insurance premiums has been steadily rising in recent years due to inflation, natural disasters and other factors. For example, due to wildfires in Northern and Southern California and in other areas of the west coast, many private insurance carriers will no longer offer homeowner insurance policies in certain high risk areas to new or existing homeowners. The decrease in available private insurers increases insurance premiums and a borrower's monthly expenses and creates a higher likelihood that loan payments in respect of the mortgaged property may become delinquent or default, which could materially and adversely affect our business, financial condition, liquidity and results of operations.

Increases in delinquencies and defaults may adversely affect our business, financial condition, liquidity and results of operations.

Delinquencies can result from many factors including unemployment, weak economic conditions or real estate values, or catastrophic events such as man-made or natural disasters, pandemics, wars and armed conflicts, and terrorist attacks. A decrease in home prices may result in higher loan-to-value ratios, lower recoveries in foreclosure and an increase in loss severities above those that would have been realized had property values not decreased. Some borrowers may not have sufficient equity in their homes to permit them to refinance their existing loans, which may reduce the volume of our loan production business. This may also provide borrowers with an incentive to default on their mortgage loans even if they have the ability to make principal and interest payments.

Increased mortgage delinquencies, defaults and foreclosures may result in lower revenue for loans that we service for the Agencies because we only collect servicing fees from the Agencies for performing loans, and our failure to service delinquent and defaulted loans in accordance with the applicable servicing guidelines could result in our failure to benefit from available monetary incentives and/or expose us to monetary penalties and curtailments. Additionally, while increased delinquencies generate higher ancillary fees, including late fees, these fees may not be recoverable if the related loan is liquidated or due to other regulatory or investor requirements. In addition, an increase in delinquencies lowers the interest income that we receive on cash held in collection and other accounts because there is less cash in those accounts. Also, increased mortgage defaults may ultimately reduce the number of mortgages that we service.

Increased mortgage delinquencies, defaults and foreclosures will also result in a higher cost to service those loans due to the increased time and effort required to collect payments from delinquent borrowers and to acquire and liquidate the properties securing the loans or otherwise resolve loan defaults if payment collection is unsuccessful, and only a portion of these increased costs are recoverable under our servicing agreements. Increased mortgage delinquencies, defaults and foreclosures may also result in an increase in servicing advances we are obligated to make to fulfill our obligations to MBS holders and to protect our investors’ interests in the properties securing the delinquent mortgage loans. An increase in required advances also may cause an increase in our interest expense and affect our liquidity as a result of increased borrowings under our financing agreements to fund any such increase in the advances.

We are required to make servicing advances that can be subject to delays in recovery or may not be recoverable due to delinquencies, defaults and foreclosures that could adversely affect our business, financial condition, liquidity and results of operations.

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During any period in which a borrower is not making payments, we may be required under our servicing agreements in respect of our MSRs to advance our own funds to pay property taxes and insurance premiums, legal expenses and other protective advances, and may be required to advance scheduled principal and interest payments to security holders of the MBS into which the loans are sold. We also advance funds under our servicing agreements to maintain, repair and market real estate properties on behalf of investors. As home values change, we may have to reconsider certain of the assumptions underlying our decisions to make advances and, in certain situations, our contractual obligations may require us to make advances for which we may not be reimbursed.

If a loan serviced by us is in default or becomes delinquent, the repayment to us of the advance may be delayed until the loan is repaid or refinanced or a liquidation occurs. Federal, state or local regulatory actions may also result in an increase in the amount of servicing advances that we are required to make, lengthen the time it takes for us to be reimbursed for such advances and increase the costs incurred while the loan is delinquent. A delay in our ability to collect advances may adversely affect our liquidity, and our inability to be reimbursed for advances could have a material adverse effect on our business, financial condition, liquidity, results of operations and ability to make distributions to our stockholders. Increased mortgage delinquencies, defaults and foreclosures will also result in a higher cost to service those loans due to the increased time and effort required to collect payments from delinquent borrowers, to foreclose on the loan and to liquidate properties or otherwise resolve loan defaults if payment collection is unsuccessful.

Any significant increases in delinquencies, defaults and foreclosures on loans that we service in respect of FHA, VA, and USDA related MSRs could result in an increase in servicing expenses as well as losses since the loans may not be fully insured or guaranteed under each of the VA, the FHA and the USDA government loan programs.

FHA Insurance - FHA loans are insured for the entire unpaid principal balance of the loan. However, if the FHA loan defaults or goes into foreclosure, the servicer is only compensated for two-thirds of its incurred foreclosure costs up to a maximum amount defined by HUD. In addition, the servicer is only reimbursed for any interest accrued and unpaid from a date 60 days after the borrower’s first uncorrected failure to perform, and the interest is reimbursed at the HUD debenture interest rate that may be lower than the actual loan rate.
VA and USDA Guarantees - VA and USDA loans are only partially guaranteed by the government and if such loan defaults or goes into foreclosure, the VA or USDA guarantees may not fully cover all principal, interest and other fees and advances we may have incurred on the outstanding VA or USDA loan, and we may suffer a loss.

We may also be subject to additional curtailments to servicing and advance reimbursements if we have not satisfied VA, USDA or FHA timing, service and other regulatory or investor requirements during the foreclosure and conveyance processes. Any significant increase in delinquencies, defaults and foreclosures on loans that increase our servicing advances, reduce property value or otherwise delay our ability to dispose of the properties underlying the loan could have a material adverse effect on our business, financial condition, liquidity and results of operations.

We may not be able to effectively manage significant increases or decreases in our loan production volume, which could negatively affect our business, financial condition, liquidity and results of operations.

If we do not effectively manage loan production volumes and are unable to consistently maintain quality of execution, our reputation and existing relationships with mortgage lenders, brokers and consumers could be damaged, we may not be able to develop new relationships with mortgage lenders and brokers, our new mortgage products may not gain widespread acceptance and the quality of our correspondent production, consumer direct lending and broker lending operations could suffer, all of which could negatively affect our brand and operating results.

Our loan production business is subject to market factors that could adversely impact our loan production volumes. For example, increased competition from new and existing market participants, reductions in the overall level of refinancing activity or a decrease in home purchase activity can decrease our loan production volumes. We may be forced to accept lower margins in our respective businesses to continue to compete and keep our loan production volumes consistent with past or projected levels or be forced to reduce our levels of production activity.

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In addition, we may not be able to adjust our operational capacity and staffing in a timely manner, or at all, in response to increases or decreases in loan production volume resulting from changes in prevailing interest rates.

We have a substantial amount of indebtedness, which may limit our financial and operating activities, expose us to substantial increases in costs due to interest rate fluctuations, expose us to the risk of default under our debt obligations and may adversely affect our ability to incur additional debt to fund future needs.

As of December 31, 2025, we had $15.6 billion of total indebtedness outstanding (approximately $10.8 billion of which was secured) and up to $4.9 billion of additional capacity under our secured borrowings and other secured debt financing arrangements. This substantial indebtedness and any future indebtedness we incur could have adverse consequences and, for example, could:

require us to dedicate a substantial portion of cash flow from operations to the payment of principal and interest on indebtedness, including indebtedness we may incur in the future, thereby reducing the funds available for operations, capital expenditures and other general corporate purposes;

make it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including any restrictive covenants, could result in an event of default under the indentures governing the unsecured senior notes or under the agreements governing our other indebtedness which, if not cured or waived, could result in the acceleration of our indebtedness under our other debt instruments or the unsecured senior notes;

subject us to increased sensitivity to interest rate increases;

make us more vulnerable to economic downturns, adverse industry conditions or catastrophic events;

reduce our flexibility in planning for or responding to changing business, industry and economic conditions; and/or

place us at a competitive disadvantage to competitors that have relatively less debt than we have.

In addition, our substantial level of indebtedness could limit our ability to obtain additional financing on acceptable terms, or at all, for working capital and general corporate purposes. Our liquidity needs vary significantly from time to time and may be affected by general economic conditions, industry trends, performance and many other factors outside our control.

We are a holding company and our principal assets are our equity interests in our subsidiaries and, accordingly, we are dependent upon the cash distributions from our subsidiaries for our expenses and indebtedness.

We are a holding company and our principal asset is our equity interest in our wholly-owned subsidiaries. As a result, we have no independent means of generating revenue and, accordingly, we are dependent upon the cash distributions from our wholly-owned subsidiaries to pay for our expenses and indebtedness. For example, the repayment of our indebtedness, including the $4.9 billion of unsecured senior notes, will depend in part on our subsidiaries’ generation of cash flows and ability to make such cash available to us, by dividend, debt repayment or otherwise. Subsidiaries that are not guarantors will not have any obligation to pay amounts due on the unsecured senior notes or to make funds available for that purpose. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from them. In the event that we are unable to receive cash from our subsidiaries, we may be unable to pay dividends or make payments on our indebtedness.

We rely on external financial arrangements to fund mortgage loans and operate our business and our inability to refinance or enter new financial arrangements could be detrimental to our business.

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Our ability to finance our business operations and repay maturing obligations rests in large part on our ability to borrow money. Unlike some of our competitors who fund mortgage loans through bank deposits, we generally fund our mortgage loans through borrowings under warehouse facilities and other financing arrangements from banks, private equity firms and other institutional investors and with funds from our operations. Our borrowings are generally repaid with the proceeds we receive from mortgage loan sales. We require new and continued financing to fund mortgage loans and operate our business. We are generally required to renew many of our financing arrangements on a regular basis, which exposes us to refinancing and interest rate risks. Our ability to refinance our existing financial obligations and borrow additional funds is affected by a variety of factors beyond our control including:

limitations imposed on us under our financing agreements that contain restrictive covenants and borrowing conditions, which may limit our ability to raise additional debt;

restrictions imposed upon us by regulatory agencies that mandate certain minimum capital and liquidity requirements;

liquidity in the credit markets;

prevailing interest rates;

the strength of the lenders from which we borrow, and the regulatory environment in which they operate, including changing capital requirements;

limitations on borrowings from financing arrangements imposed by the amount of eligible collateral pledged, which may be less than the borrowing capacity of the credit facility; and

accounting changes that may impact calculations of covenants in our financing arrangements.

We are also dependent on a limited number of banks, private equity firms and institutional investors to extend us credit on terms that we have determined to be commercially reasonable. These banks, private equity firms and institutional investors are subject to their own risk management frameworks, profitability and risk thresholds and tolerances, any of which may change materially and negatively impact their business strategies, including their extension of credit to us specifically or mortgage lenders and servicers generally. Such actions may increase our cost of capital and limit or otherwise eliminate our access to capital, in which case our business, financial condition, liquidity and results of operations would be materially and adversely affected.

In the event that any of our financial arrangements is terminated or is not renewed, or if the principal amount that may be drawn under our funding agreements that provide for immediate funding at closing were to significantly decrease, we may be unable to find replacement financing on commercially favorable terms, or at all, which could be detrimental to our business.

We finance our loans, MSRs and other assets under secured financing agreements and utilize various other sources of borrowings, which exposes us to significant risk and may materially and adversely affect our business, financial condition, liquidity and results of operations.

We finance and, to the extent available, we intend to continue to leverage the loans produced through our loan production businesses with borrowings under repurchase agreements. When we enter into repurchase agreements, we sell mortgage loans to lenders, which are the repurchase agreement counterparties, and receive cash from the lenders. The lenders are obligated to resell the same assets back to us at the end of the term of the transaction. Because the cash that we receive from a lender when we initially sell the assets to that lender is less than the fair value of those assets (this difference is referred to as the haircut or margin), if the lender defaults on its obligation to resell the same assets back to us we could incur a loss on the transaction equal to the amount of the haircut or margin reduced by interest accrued on the repurchase agreement (assuming that there was no change in the fair value of the assets). Repurchase agreements generally allow the counterparties, to varying degrees, to determine a new fair value of the collateral to reflect current market conditions. If a counterparty lender determines that the fair value of the collateral has decreased, it may initiate a margin call and require us to either post additional collateral to cover such decrease or repay a portion of the outstanding borrowing.

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Should this occur, in order to obtain cash to satisfy a margin call, we may be required to liquidate assets at a disadvantageous time, which could cause us to incur further losses. If we are unable to satisfy a margin call, our counterparty may sell the collateral, which may result in significant losses to us.

In addition, we invest in certain assets, including MSRs and EBOs, for which financing has historically been difficult to obtain. We currently leverage certain of our MSRs and EBOs under secured financing arrangements. Freddie Mac MSRs may be pledged through a special purpose entity to secure borrowings under a master repurchase agreement. Fannie Mae and Ginnie Mae MSRs may be pledged to special purpose entities, each of which issues variable funding notes, term loans and term notes that are secured by such Fannie Mae or Ginnie Mae assets, as applicable, and repaid through the servicing cash flows. Some of our EBOs are contributed to a special purpose entity, which issues participation certificates pledged to secure borrowings under a master repurchase agreement. In each case, similar to our repurchase agreements, the cash that we receive under these secured financing arrangements is less than the fair value of the assets and a decrease in the fair value of the pledged collateral can result in a margin call. Should a margin call occur, we may be required to liquidate assets at a disadvantageous time, which could cause us to incur further losses. If we are unable to satisfy a margin call, the secured parties may sell the collateral, which may result in significant losses to us.

Our secured financing arrangements are subject to the terms of an acknowledgement agreement with Fannie Mae, Freddie Mac or Ginnie Mae, as applicable, pursuant to which our and the secured parties’ rights are subordinate in all respects to the rights of the applicable Agency. Accordingly, the exercise by any of Fannie Mae, Freddie Mac or Ginnie Mae of its rights under the applicable acknowledgment agreement could result in the extinguishment of our and the secured parties’ rights in the related collateral and result in significant losses to us.

We may in the future utilize other sources of borrowings, including bank or private credit financing facilities and other structured financing arrangements. The amount of leverage we employ varies depending on the asset class being financed, our available capital, our ability to obtain and access financing arrangements with lenders and the lenders’ and rating agencies’ estimate of, among other things, the stability of our cash flows. We can provide no assurance that we will have access to any debt or equity capital on favorable terms or at the desired times, or at all. Our inability to raise such capital or obtain financing on favorable terms could materially and adversely impact our business, financial condition, liquidity and results of operations.

Our financing agreements contain financial and restrictive covenants that could adversely affect our business, financial condition, liquidity and results of operations.

Our various financing agreements require us and/or our subsidiaries to comply with various restrictive covenants and conditions precedent to funding, including those relating to tangible net worth, profitability and our ratio of total liabilities to tangible net worth. Incurring substantial debt subjects us to the risk that our cash flows from operations may be insufficient to repurchase the assets that we have sold under our repurchase agreements or otherwise service the debt incurred under our other financing agreements. Our lenders also require us to maintain minimum amounts of cash or cash equivalents sufficient to maintain a specified liquidity position. In addition, the repayment of the unsecured senior notes will depend in part on our restricted subsidiaries’ generation of cash flow and our restricted subsidiaries’ ability to make such cash available to us, by dividend, debt repayment or other means.

The unsecured senior note indentures contain additional restrictive covenants that may limit our and our restricted subsidiaries’ ability to engage in specified types of transactions, including our ability and/or the ability of our restricted subsidiaries to:

pay dividends or distributions, redeem or repurchase equity, prepay subordinated debt and make certain loans or investments;

merge or consolidate with another company or sell all or substantially all of our assets;

transfer, sell or otherwise dispose of certain assets including capital stock of subsidiaries;

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enter into transactions with affiliates; and

allow to exist certain restrictions on the ability of non-guarantor restricted subsidiaries to pay dividends or make other payments to us.

If we fail to comply with the restrictive covenants and are unable to obtain a waiver or amendment, an event of default would result under the terms of our financing arrangement or could limit our ability to obtain additional financing on acceptable terms, or at all, for working capital and general corporate purposes. If an event of default occurs, our financing arrangements could be immediately due and payable, requiring us to apply all available cash to repay our financing arrangements, and if we were unable to repay or refinance our financial arrangements then any collateral securing the financial borrowing may be sold by our lenders.

Hedging against interest rate exposure may materially and adversely affect our business, financial condition, liquidity, results of operations and cash flows.

We pursue hedging strategies primarily in an effort to mitigate the effect of changes in interest rates on the fair value of our assets. To manage this price risk, we use derivative financial instruments and principal only securities to moderate the risk that changes in market interest rates will result in unfavorable changes in the fair value of our assets, such as prepayment exposure on our MSR investments, interest rate lock commitments (“IRLCs”) and our inventory of loans held for sale. For example, with respect to our IRLCs and inventory of loans held for sale, we may use MBS forward sale contracts to lock in the price at which we will sell the mortgage loans or resulting MBS, and MBS put options to mitigate the risk of our IRLCs not closing at the rate we expect. In addition, with respect to our MSRs, we may use MBS forward purchase and sale contracts to address exposures to smaller interest rate shifts with Treasury and interest rate swap futures, options, swaptions and principal only securities to achieve target coverage levels for larger interest rate shocks.

Our hedging activity will vary in scope based on the risks being mitigated, the level of interest rates, the type of investments held, and other changing market conditions. Hedging instruments involve risk because they often are not traded on regulated exchanges, guaranteed by an exchange or its clearing house, or regulated by any U.S. or foreign governmental authorities, and our interest rate hedging may fail to protect or could adversely affect us because, among other things:

interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates;

available interest rate hedging instruments may not correspond directly with the interest rate risk for which protection is sought;

the duration of the hedge may not match the duration of the related liability or asset;

the credit quality of the hedging counterparty owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction;

the hedging counterparty owing the money in the hedging transaction may default on its obligation to pay; and

we may fail to recalculate, re-adjust and execute hedges in an efficient manner.

The degree of correlation between price movements of the instruments used in hedging strategies and price movements in the portfolio positions or liabilities being hedged may vary materially. Moreover, we may not establish an effective correlation between such hedging instruments and the portfolio positions or liabilities being hedged. Any such ineffective correlation may prevent us from achieving the intended hedge and expose us to risk of loss. Numerous regulations currently apply to hedging and any new regulations or changes in existing regulations may significantly increase our administrative or compliance costs. Our derivative agreements generally provide for the daily mark to market of our hedge exposures. If a hedge counterparty determines that its exposure to us exceeds its exposure threshold, it may initiate a margin call and require us to post collateral.

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If we are unable to satisfy a margin call, we would be in default of our agreement, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and cash flows.

Therefore, any hedging activity, which is intended to limit losses, may materially and adversely affect our financial position, operations and cash flows. While we may enter into such transactions seeking to reduce interest rate risk, unanticipated changes in interest rates may result in worse overall investment performance than if we had not engaged in any such hedging transactions. Further, a liquid secondary market may not exist for a hedging instrument purchased or sold, and we may be required to maintain a position until exercise or expiration, which could result in significant losses. The cost of utilizing derivatives may reduce our income that would otherwise be available for distribution to stockholders or for other purposes, and the derivative instruments that we utilize may fail to effectively hedge our positions. We are also subject to credit risk with regard to the counterparties involved in the derivative transactions.

We use estimates in determining the fair value of our investments and for credit decisions. If our estimates prove to be inaccurate, we may be required to write down the fair values of our investments or suffer a loss that could adversely affect our business, financial condition, liquidity and results of operations.

Fair value determinations require many assumptions and complex analyses, especially to the extent there are no active markets for identical assets. For example, the fair value estimate of our MSR investment is based on the cash flows projected to result from the servicing of the related mortgage loans and continually fluctuates due to a number of factors. These factors include prepayment speeds, interest rate changes, costs to service the loans and other market conditions. We use financial models that utilize our understanding of inputs used by market participants to value our MSRs to determine the price that we pay for portfolios of MSRs and to acquire loans for which we will retain MSRs. These models are complex and use asset-specific collateral data and market inputs for interest and discount rates. In addition, the modeling requirements of MSRs are complex because of the high number of variables that drive cash flows associated with MSRs. We may also encounter analytical results that may be inaccurate or inconsistent with other market observations as we update our valuation model.

Even if the general accuracy of our valuation models is validated, valuations are highly dependent upon the reasonableness of our inputs and the results of the models. If loan delinquencies or prepayment speeds are different than anticipated or other factors perform differently than modeled, the recorded fair value of certain of our MSRs may change. Significant differences in performance could increase the chance that we do not adequately estimate the effect of these factors on our valuations which could result in misstatements of our financial results, restatements of our financial statements, or otherwise materially and adversely affect our business, financial condition, liquidity and results of operations.

Our credit models are based on numerous estimates and algorithms that evaluate a multitude of factors, including behavioral data, transactional data and employment information, which may not effectively predict whether a mortgage loan defaults or realizes a profit or loss. Our credit models are continuously updated based on new data and changing macroeconomic conditions. If our credit models contain programming or other errors, are ineffective or the data provided by borrowers or third parties is incorrect or stale, or if we are unable to obtain accurate data from borrowers or third parties, our loan process could be negatively affected, resulting in mispriced or misclassified loans or incorrect approvals or denials of loans, resulting in loan losses.

Our servicing portfolio may be affected by weaker economic conditions or adverse events specific to certain geographic regions which could decrease the fair value of our MSRs and adversely affect our business, financial condition, liquidity and results of operations.

A decline in the economy or other negative macroeconomic events in certain real estate markets may cause a decline in the fair value of residential properties. To the extent that states in which we have greater concentrations of business in the future, such as California, Florida and Texas, experience weaker economic conditions or greater rates of decline in real estate values than the United States generally, such concentration may disproportionately decrease the fair value of our MSRs and adversely affect our loan production businesses. The impact of property value declines may increase in magnitude and it may continue for a long period of time.

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Additionally, if states in which we have greater concentrations of business were to change their licensing or other regulatory requirements to make our business cost-prohibitive, we may be required to stop doing business in those states or may be subject to a higher cost of doing business in those states, which could have a material adverse effect on our business, financial condition, liquidity and results of operations.

Our ownership of mortgage servicing rights exposes us to prepayment, delinquency, interest rate and regulatory risks.

MSRs arise from contractual agreements between us and the investors (or their agents) in loans and MBS that we service on their behalf. We generally acquire MSRs in connection with our sale of loans to the Agencies where we assume the obligation to service such loans on their behalf. Any MSRs we acquire are initially recorded at fair value on our balance sheet. The determination of the fair value of MSRs requires our management to make numerous estimates and assumptions. Such estimates and assumptions include, without limitation, estimates of future cash flows associated with MSRs based upon assumptions involving interest rates as well as the prepayment rates, delinquencies and foreclosure rates of the underlying serviced loans.

The ultimate realization of the MSRs may be materially different than the values of such MSRs as may be reflected in our consolidated balance sheet as of any particular date. Different persons in possession of the same facts may reasonably arrive at different conclusions as to the inputs and assumptions used to determine MSR fair value. The use of different estimates or assumptions in connection with the valuation of these assets could produce materially different fair values for such assets, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Changes in interest rates are a key driver of the performance of MSRs. Historically, the fair value of MSRs has increased when interest rates increase and decreased when interest rates decrease due to the effect those changes in interest rates have on prepayment estimates. Prepayment speeds significantly affect MSRs. In general, prepayment on residential mortgage loans may occur at any time without penalty when the homeowner satisfies or pays off the mortgage upon selling or refinancing the mortgaged property. Prepayment speed measures how quickly borrowers pay down the unpaid principal balance of their mortgage loans or how quickly loans are otherwise brought current, modified, liquidated or charged off. We base the price we pay for MSRs on, among other things, our projection of the cash flows from the related pool of loans. Our expectation of prepayment speeds is a significant input to our cash flow projections. If prepayment speed expectations increase significantly, the fair value of the MSRs could decrease and we may be required to record a non-cash charge that would have a negative impact on our financial results.

Furthermore, a significant increase in prepayment speeds could materially reduce the cash flows we receive from MSRs, and we could ultimately receive substantially less than what we paid for such assets. Delinquency rates have a significant impact on the valuation of MSRs. An increase in delinquencies generally results in lower revenue because typically we only collect servicing fees from Agencies or mortgage owners when we collect payments from the borrower. Our expectation of delinquencies is also a significant input underlying our cash flow projections. If delinquencies are significantly greater than we expect, the estimated fair value of the MSRs could be diminished. When the estimated fair value of MSRs is reduced, we could suffer a loss, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and ability to make distributions to our stockholders.

We may pursue various hedging strategies to seek to reduce our exposure to adverse changes in the fair value resulting from changes in interest rates. Our hedging activity will vary in scope based on the level and volatility of interest rates and other changing market conditions. Interest rate hedging may fail to protect or could adversely affect us. To the extent we do not utilize derivative financial instruments to hedge against changes in the fair value of MSRs or the derivatives we use in our hedging activities do not perform as expected, our business, financial condition, liquidity, results of operations and ability to make distributions to our stockholders would be more susceptible to volatility.

We may refinance and extend loans to borrowers who have successfully repaid their previous mortgage loans. Borrowers have no obligation to refinance their mortgage loans with us and may choose to refinance with a competitor. If borrowers choose to refinance mortgage loans underlying our MSRs with a competitor, then our cash flows from our MSRs may decrease since the original mortgage loans underlying the MSRs will be repaid and we will not have an opportunity to earn further servicing fees from those new loans.

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If we are not successful in obtaining the refinanced loan for our serviced borrowers who pay off their existing mortgage loans, our MSRs may become increasingly subject to run-off that would impact our servicing revenue and financial performance.

MSRs and the related servicing activities are subject to numerous federal, state and local laws and regulations and may be subject to various judicial and administrative decisions imposing various requirements and restrictions on our business. Our failure to comply, or the failure of the servicer to comply, with the laws, rules or regulations to which we or they are subject by virtue of ownership of MSRs, whether actual or alleged, could expose us to fines, penalties or potential litigation liabilities, including costs, settlements and judgments, any of which could have a material adverse effect on our business, financial condition, liquidity, results of operations and ability to make distributions to our stockholders.

Failure to service loans according to various Servicing Guidelines and other contractual requirements may result in the termination of our servicing agreements and MSRs, which could adversely affect our business, financial condition, liquidity and results of operations.

Our duties and obligations as a servicer are defined through contractual agreements with the Agencies via each Agency’s servicing or MBS guidelines as well as pooling, securitization and other servicing agreements for non-agency MBS (collectively the “Servicing Guidelines”). In addition, if we are engaged as subservicer, our duties to service the loans underlying our MSRs are defined by a subservicing agreement, and may differ from the Servicing Guidelines. The value of our MSRs and other mortgage investments is dependent on the satisfactory performance of our servicing obligations as a servicer or subservicer. As is standard in the industry, under the terms of our master servicing agreements with the Agencies in respect of Agency MSRs that we retain in connection with our loan production, the Agencies have the right to terminate us as servicer of the loans we service on their behalf at any time (and, in certain instances, without the payment of any termination fee) and also have the right to cause us to sell the MSRs to a third party. In addition, our failure to comply with applicable Servicing Guidelines could result in our termination under such master servicing agreements by the Agencies with little or no notice and without any compensation. The owners of other non-Agency loans that we service may also terminate certain of our MSRs if we fail to comply with applicable Servicing Guidelines. If the MSRs are terminated on a material portion of our servicing portfolio, our business, financial condition, liquidity and results of operations could be adversely affected.

Failure to expand our subservicing business with third parties could impact our business and increase our subservicing compliance risks.

Our subservicing business with third parties is a growing part of our overall servicing portfolio, however, we may not be able to develop and maintain sufficient subservicing relationships to establish a successful business. Under such contracts, the primary servicers for which we conduct subservicing activities may have the right to terminate our subservicing contracts with or without cause, with limited notice and with no termination fee upon a change of control. We may not have control over whether a subservicing client sells off its portfolio or the volume and timing of such sales. If we are unable to grow our subservicing business or if subservicing contracts are terminated with limited notice, then the growth of our subservicing business could be impacted and we could incur significant expenses. In addition, increasing our exposure to multiple subservicing arrangements will increase our operational servicing costs and our exposure to regulatory examinations and other subservicing compliance risks.

We may not realize all of the anticipated benefits of potential future acquisitions and sales of MSRs, which could adversely affect our business, financial condition, liquidity and results of operations.

Our ability to realize the anticipated benefits of potential future acquisitions and sales of servicing portfolios will depend, in part, on our ability to appropriately execute these transactions and service the related MSR assets. The risks associated with these MSR transactions include, among others, unanticipated issues in integrating information regarding the new loans to be serviced into our information technology systems, compliance with loan representations and warranties provisions and other operational failures to execute and service the MSR transactions. Moreover, incorrectly valuing the MSR transactions could have a negative financial impact on the carrying value of our assets and earnings.

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Furthermore, if we incur additional indebtedness to finance an acquisition, the acquired servicing portfolio may not be able to generate sufficient cash flows to service that additional indebtedness. Unsuitable or unsuccessful MSR transactions could have a material adverse effect on our business, financial condition, liquidity and results of operations.

A disruption in the MBS market could materially and adversely affect our business, financial condition, liquidity and results of operations.

Most of the loans that we produce are either pooled into MBS issued by Fannie Mae or Freddie Mac or guaranteed by Ginnie Mae, or sold to PMT. Any significant disruption or period of illiquidity in the general MBS market would directly affect our own liquidity because no existing alternative secondary market would likely be willing and able to accommodate on a timely basis the volume of loans that we typically sell in any given period. Furthermore, we would remain contractually obligated to fund loans under our outstanding IRLCs without being able to sell our existing inventory of mortgage loans. Accordingly, if the MBS market experiences a period of illiquidity, we might be prevented from selling the loans that we produce into the secondary market in a timely manner or at favorable prices and we would be required to hold a larger inventory of loans than we have committed facilities to fund or we may be required to repay a portion of the debt secured by these assets, which could materially and adversely affect our business, financial condition and results of operations.

We may be required to indemnify the purchasers of loans that we originate, acquire or assist in the fulfillment of, or repurchase those loans, if those loans fail to meet certain criteria or characteristics or under other circumstances and we may be unable to seek indemnity or require our counterparties to repurchase loans if they breach representations and warranties they make to us.

Our loan sale agreements with purchasers, including the Agencies, contain provisions that generally require us to indemnify or repurchase these loans if our representations and warranties concerning loan quality and loan characteristics are inaccurate; or the loans fail to comply with the respective Agency’s underwriting or regulatory requirements. When we purchase mortgage loans, our counterparty typically makes customary representations and warranties to us about such loans and we may be entitled to seek indemnity or demand repurchase or substitution of the loans in the event our counterparty breaches a representation or warranty given to us. However, there can be no assurance that our loan purchase agreements will contain appropriate representations and warranties, that we will be able to enforce our contractual right to demand repurchase or substitution, or that our counterparty will remain solvent or otherwise be willing and able to honor its obligations under our loan purchase agreements. Depending on the volume of repurchase and indemnification requests, some of these mortgage lenders may not be able to financially fulfill their obligation to indemnify us or repurchase the affected loans. If a material amount of recovery cannot be obtained from these mortgage lenders, our business, financial condition, liquidity and results of operations could be materially and adversely affected.

Repurchased loans typically can only be financed at a steep discount to their repurchase price, if at all. Although our indemnification and repurchase exposure cannot be quantified with certainty, to recognize these potential indemnification and repurchase losses, we have recorded a liability of $34.9 million relating to $490.8 billion in UPB of loans subject to representations and warranties as of December 31, 2025. Should home values decrease and negatively impact the related loan values, our realized loan losses from indemnifications and repurchases may increase as well. As such, our indemnification and repurchase costs may increase well beyond our current expectations. In addition, our mortgage banking services agreement with PMT may require us to indemnify PMT with respect to loans for which we provide fulfillment services in certain instances. If we are required to indemnify PMT or other purchasers against losses, or repurchase loans from PMT or other purchasers, that result in losses that exceed the recorded liability, this could have a material adverse effect on our business, financial condition, liquidity and results of operations.

We depend on the accuracy and completeness of information about borrowers and counterparties and any misrepresented information could adversely affect our business, financial condition, liquidity and results of operations.

In deciding whether to approve loans or to enter into other transactions across our businesses with counterparties, including borrowers, brokers and correspondent lenders, we may rely on information furnished to us by or on behalf of borrowers and such counterparties, including financial statements and other financial information.

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We also may rely on representations of borrowers and such counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors.

If any of this information is intentionally or negligently misrepresented and such misrepresentation is not detected prior to loan funding, the fair value of the loan may be significantly lower than expected. Whether a misrepresentation is made by the loan applicant, another party or one of our employees, we generally bear the risk of loss associated with the misrepresentation. Our controls and processes may not have detected or may not detect all misrepresented information in our loan originations or acquisitions. Any such misrepresented information could have a material adverse effect on our business, financial condition, liquidity and results of operations.

Failure to successfully modify, resell or refinance EBO loans or defaults of the EBO loans beyond expected levels may adversely affect our business, financial condition, liquidity and results of operations.

 

As a mortgage servicer, we have an early buyout repurchase option for loans that are at least three months delinquent in our Ginnie Mae MSR portfolio. Purchasing delinquent Ginnie Mae loans provides us with an alternative to our mortgage servicing obligation of advancing principal and interest at the coupon rate of the related Ginnie Mae security. While our EBO program reduces the cost of servicing the Ginnie Mae loans, it may also accelerate loss recognition when the loans are repurchased because we are required to write off accumulated non-reimbursable interest advances and other costs at the time of repurchase. After purchasing delinquent Ginnie Mae loans, we expect to repool many of the delinquent loans into another Ginnie Mae guaranteed security upon the delinquent loans becoming current either through the borrower’s reperformance or through the completion of a loan modification; however, there is no guarantee that any delinquent loan will reperform or be modified or resold. Failure to successfully modify, resell or refinance our repurchased Ginnie Mae loans or a significant portion of the repurchased Ginnie Mae loans defaulting beyond expectations may adversely affect our business, financial condition, liquidity and results of operations.

We are subject to significant financial and reputational risks from potential liability arising from lawsuits, and regulatory and government action.

We face significant legal risks in our business, and the volume of claims and amount of damages, penalties and fines claimed in litigation, and regulatory and government proceedings against us and other financial institutions remains high. Greater than expected investigation costs and litigation, including class action lawsuits associated with compliance related issues, substantial legal liability or significant regulatory or government action against us could also have adverse effects on our financial condition and results of operations or cause significant reputational harm to us, which in turn could adversely impact our business results and prospects. Consumers, clients and other counterparties could also become increasingly litigious, and we may experience a significant volume of litigation and other disputes, including claims for contractual indemnification, with counterparties regarding relative rights and responsibilities.

Our investment management subsidiary manages PMT and could expose us to potential liability, or litigation arising from investor dissatisfaction with PMT’s financial performance or allegations we exercised improper control or influence over PMT. In addition, we are exposed to risks of litigation or investigation relating to transactions with perceived or actual conflicts of interest, and we could be obligated to bear legal, settlement and other costs associated with the defense of such claims (which may be in excess of available insurance coverage). Although we are generally indemnified by PMT, our rights to indemnification may be challenged, and if we are required to incur all or a portion of the costs arising out of litigation or investigations as a result of inadequate insurance proceeds or failure to obtain indemnification, our business, financial condition, liquidity and results of operations could be materially and adversely affected.

We depend on counterparties and vendors to provide services that are critical to our business, which subjects us to a variety of risks.

We have a number of counterparties and vendors who provide us with financial, technology and other services that are critical to support our businesses. If our current counterparties and vendors were to stop providing services to us on acceptable terms or if we had a disruption in service, we may be unable to procure alternative services from other counterparties or vendors in a timely and efficient manner and on similarly acceptable terms, or at all.

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Some of these counterparties and vendors have significant operations outside of the United States. If we or our vendors had to curtail or cease operations in these countries due to political unrest or natural disasters and then transfer some or all of these operations to another geographic area, we could experience disruptions in service and incur significant transition costs as well as higher future overhead costs. We may also outsource certain services to vendors located in foreign countries such as India and the Philippines with emerging technology, political and regulatory infrastructures that could result in future business disruptions or reputational damages. With respect to vendors engaged to perform certain servicing activities, we are required to assess their compliance with various regulations and establish procedures to provide reasonable assurance that the vendor’s activities comply in all material respects with such regulations. In the event that a vendor’s activities are not in compliance, it could negatively impact our relationships with our regulators, as well as our business and operations. Further, we may incur significant costs to resolve any such disruptions in service which could have a material adverse effect on our business, financial condition, liquidity and results of operations.

Our failure to appropriately address various issues that may give rise to reputational risk could cause harm to our business and adversely affect our earnings.

Our business is subject to significant reputational risks. If we fail, or appear to fail, to address various issues that may give rise to reputational risk, we could significantly harm our business prospects and earnings. Such issues include, but are not limited to, actual or perceived conflicts of interest, violations of legal or regulatory requirements and other risks. Similarly, market rumors and actual or perceived association with counterparties whose own reputations are under question could harm our business.

Certain of our senior officers also serve as senior officers of PMT, a real estate investment trust that invests in residential mortgage-related assets and is separately listed on the New York Stock Exchange. PCM, our registered investment advisor, has a management agreement with PMT. As we expand the scope of our businesses, we increasingly confront potential conflicts of interest relating to investment activities that we manage for PMT. Reputational risk incurred in connection with conflicts of interest could negatively affect our business, strain our working relationships with regulators and government agencies, expose us to litigation and regulatory action, impact our ability to attract and retain clients, customers, trading counterparties, investors and employees and adversely affect our results of operations.

Reputational damage can result from our actual or alleged conduct in any number of activities, including lending and debt collection practices, corporate governance, and actions taken by government regulators and community organizations in response to those activities. Negative public opinion can also result from social media and media coverage, whether accurate or not. Our reputation may also be negatively impacted by our corporate sustainability practices as various third party organizations and institutional investors have developed ratings processes for evaluating companies based on their corporate sustainability criteria. Third party corporate sustainability ratings and reports may be used by some investors to advocate for certain investment and voting decisions. In addition, opponents of corporate sustainability programs could oppose our corporate initiatives and advocate for other investment and voting decisions. Any unfavorable corporate sustainability rating or decision may lead to reputational damage and negative sentiment among our investors and other stakeholders.

These factors could impair our working relationships with government agencies and investors, expose us to litigation and regulatory action, negatively affect our ability to attract and retain customers, trading counterparties and employees, significantly harm our stock price and ability to raise capital, and adversely affect our results of operations.

Accounting rules for certain of our transactions are highly complex and involve significant judgment and assumptions. Changes in accounting interpretations or assumptions could impact our financial statements.

Accounting rules for mortgage loan sales, securitizations, variable interest entities, valuations of financial instruments and MSRs, investment consolidations, income taxes and other aspects of our operations are highly complex and involve significant judgment and assumptions. These complexities could lead to a delay in the preparation of financial information and the delivery of this information to our stockholders and also increase the risk of errors and restatements, as well as the cost of compliance. Our inability to timely prepare our financial statements in the future would likely be considered a breach of our financial covenants and adversely affect our share price significantly.

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Changes in accounting interpretations or assumptions as well as accounting rule misinterpretations could result in differences in our financial results or otherwise have a material adverse effect on our business, financial condition, liquidity and results of operations.

Cybersecurity risks, cyber incidents and technology failures may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information or the personal information of our customers, and/or damage to our business relationships, all of which could negatively impact our financial results.

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems for purposes of theft of certain personally identifiable information of consumers, misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our investor relationships.

As our reliance on rapidly changing technology has increased, so have the risks posed to our information systems, both proprietary and those provided to us by third party service providers including cloud-based and artificial intelligence service providers. System disruptions and failures caused by unauthorized intrusion, malware, computer viruses, natural disasters and other similar events have interrupted or delayed our ability to provide services to our customers. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber threat actors, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased, which, in turn, may lead to increased costs to protect our network and systems.

Despite our efforts to ensure the integrity of our systems and our investment in significant physical and technological security measures, employee training, contractual precautions, policies and procedures, board oversight and business continuity plans, there can be no assurance that any such cyber intrusions will not occur or, if they do occur, that they will be adequately addressed. We also may not be able to anticipate or implement effective preventive measures against all security breaches, especially because the methods of attack change frequently, have become increasingly sophisticated, including through the use of artificial intelligence, and may not be recognized until after such attack has been launched, and because security attacks can originate from a wide variety of sources, including third parties such as persons involved with organized crime or associated with external service providers. Additionally, third party security events at our vendors or service providers could also impact our data and operations via unauthorized access to information or disruption of services. Our data security management program includes identity, trust, vulnerability and threat management business processes as well as the adoption of standard data protection policies. We are also held accountable for the actions and inactions of our third party vendors and service providers regarding cybersecurity and other consumer-related matters.

Any of the foregoing events could result in violations of applicable privacy and other laws, financial loss to us or to our customers, loss of confidence in our security measures, customer dissatisfaction, additional regulatory scrutiny, significant litigation exposure and harm to our reputation, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations.

Technology disruptions or failures, including a failure in our information systems or those of third parties with whom we do business, could disrupt our business, cause legal or reputational harm and adversely impact our results of operations and financial condition.

Many of our services are dependent on the secure, efficient, and uninterrupted operation of our technology infrastructure, including our computer systems, related software applications and cloud-based and artificial intelligence systems, as well as those of certain third parties and affiliates. Our information systems must accommodate a high volume of traffic and deliver frequently updated, accurate and timely information. Like other companies in our industry, we, and our third-party vendors, have experienced threats and cybersecurity incidents relating to our information technology systems and infrastructure.

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We have experienced, and may in the future experience, service disruptions and failures caused by system or software failure, human error or misconduct, external attacks (e.g., computer hackers, hacktivists, nation state-backed hackers), denial of service or information, malicious or destructive code (e.g., ransomware, computer viruses and disabling devices), as well as natural disasters, pandemics, strikes, and other similar events, and our contingency planning may not be sufficient for all situations.

Attempts to disrupt or gain unauthorized access to our and our third-party service providers’ information systems from malicious third parties or insider threats may incorporate widely varying and frequently changing tactics, which may be enhanced or facilitated by artificial intelligence. We cannot guarantee that our data protection efforts and our investment in information technology will prevent significant breakdowns, data leakages, or cybersecurity incidents or breaches in or compromises of our systems or those of third-party, vendors, contractors, consultants and/or third parties with whom we do business. Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our privacy and data security obligations. Further, although we maintain cyber liability insurance, this insurance may not provide adequate coverage against potential liabilities related to any experienced cybersecurity incident or breach.

The implementation of technology changes and upgrades to maintain current and integrate new technology systems may also cause service interruptions. Any such disruptions could materially interrupt or delay our ability to provide services to our customers, and could also impair the ability of third parties to provide critical services to us. If our operations are disrupted or otherwise negatively affected by a technology disruption or failure, this could result in material adverse impacts on our business.

Our products rely on software and services from third party vendors and if any of these services became unavailable or unreliable, it could adversely affect the quality and timeliness of services.

We license third party software and depend on services from various third parties for use in our products. For example, we rely on third-party vendors for cloud-based and artificial intelligence systems and for certain mortgage production and servicing applications. Third party software applications, products, and services are constantly evolving, and we may not be able to maintain or modify our mortgage loan production and servicing offerings to ensure its compatibility with third party offerings following development changes. In addition, some of our competitors, partners, or other service providers may take actions that disrupt the interoperability of our business with their own products or services, or exert strong business influence on our ability to, and the terms on which we operate our business. Loss of the right to use any third party software or services could result in decreased functionality of our products and services until equivalent technology is either developed by us or, if available from another provider, is identified, obtained and integrated, which could adversely affect our reputation and our future financial condition and results of operations.

Furthermore, we remain responsible for ensuring that our mortgage loan production and servicing businesses are in compliance with applicable laws and regulations. Despite our efforts to monitor such compliance, any errors or failures of such third party vendors or their software to perform in the manner intended could result in loan defects potentially requiring repurchase. Many of our third party vendors attempt to impose limitations on their liability for such errors, defects or failures, and if enforceable, we may have additional liability to our clients, borrowers or other third parties that could harm our reputation and increase our operating costs. Any failure to do so could adversely affect our ability to deliver effective products to our clients, borrowers and loan applicants and adversely affect our business.

The success and growth of our business depends upon our ability to adapt to and implement technological changes and to successfully develop, implement and protect proprietary technology.

Our success in the mortgage industry is highly dependent upon our ability to adapt to constant technological changes, successfully enhance our current information technology solutions through the use of third party and our proprietary technologies, and introduce new solutions and services that more efficiently address the needs of our customers. We utilize a workflow-driven, cloud and artificial intelligence based platform reliant on third party infrastructure providers and there can be no assurance that our technology will prove to be effective or consistently reliable, have sufficient uptime or meet the expectations of our customers. Our mortgage loan production businesses are dependent upon our ability to quickly interface with our borrowers, mortgage lenders and other third parties and to efficiently process loan applications and closings. Our consumer and broker direct lending businesses are dependent on our ability to provide fast responses, process applications online, accept electronic signatures, provide process status updates instantly and other borrower or counterparty conveniences.

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We rely on a combination of trademarks, copyrights, and trade secrets, as well as confidentiality and contractual provisions to protect our intellectual property and proprietary technologies. In addition, we also license and utilize third party proprietary technologies and loss of rights to significant third party proprietary technologies may result in decreased product functionality. The development, implementation and protection of our intellectual property and proprietary technologies requires significant human resources and capital expenditures. As these technologies advance and investor and compliance requirements increase in the future, we will need to further develop these technological capabilities to remain competitive, and we will need to implement, execute and maintain them in an operating and regulatory environment that exposes us to significant risk.

There is no assurance that we will be able to successfully adopt new technologies as critical systems and applications become obsolete or better ones become available. Any failure by us to develop, implement, integrate, execute or maintain our technological capabilities and any litigation costs associated with protection of our technologies or compliance with third party contractual rights could have a material adverse effect on our business, financial condition and results of operations.

The development, implementation, maintenance and protection of our proprietary technologies require significant capital and legal expenditures for us to remain competitive.

The development, implementation, maintenance and protection of our proprietary technologies require significant capital and legal expenditures and we must continuously invest in additional technological capabilities to remain competitive. For example, the development and expansion of our proprietary technology to manage loan servicing operations may increase our exposure to regulatory, compliance and litigation risks and capital expenditures. In addition, protecting our proprietary technologies may be time consuming and expensive. For example, we recognized a pretax accrual of $158.4 million in fiscal year 2023 and payment of $160.0 million in fiscal year 2024 to settle a dispute regarding our proprietary technologies. Any failure to develop, implement or maintain our proprietary technological capabilities and any legal costs associated with the protection of our proprietary technologies could have a material adverse effect on our business, financial condition and results of operation.

The development, proliferation and use of artificial intelligence could give rise to legal and/or regulatory action, damage our reputation or otherwise materially harm our business.

We believe the development and proliferation of artificial intelligence will have a significant impact in our industry; however, the recent development of artificial intelligence presents risks, challenges, and unintended consequences, including potential defects in the design and development of the technologies used to automate processes, misapplication of technologies, the reliance on data, rules or assumptions that may prove inadequate, information security vulnerabilities and failure to meet customer expectations, among others. The use of artificial intelligence can introduce the generation, processing or use of erroneous and “hallucinated” information into our systems, workflows, processes and procedures that can cause service interruptions. In addition, the use of artificial intelligence algorithms may raise ethical concerns and legal issues due to perceived or actual unintentional bias and/or inaccuracies in the processing and servicing of mortgage loans. While we aim to develop and use artificial intelligence responsibly, we may be unsuccessful in identifying or resolving issues before they arise.

We currently use and integrate artificial intelligence technologies into our business processes and services. Development, use, and deployment of these technologies could pose cybersecurity, data privacy, IT, intellectual property, regulatory, legal, operational, competitive, reputational, and other risks and challenges that could affect our business. Specifically, risks related to bias, artificial intelligence hallucinations, discrimination, harmful content, misinformation, fraud, scams, targeted attacks such as model poisoning or data poisoning, surveillance, data leakage, loss of consensus reality, inequality, environmental harms, and other harms may flow from our development, use, or deployment of artificial intelligence technologies. Artificial intelligence-related issues, including potential government regulation of artificial intelligence, deficiencies or failures could give rise to legal and regulatory actions, damage our reputation or otherwise materially impact our business, financial condition, and liquidity.

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Laws and regulations related to artificial intelligence are evolving, and there is uncertainty as to potential adoption of new laws and regulations that may restrict or impose burdensome and costly requirements on our ability to use and scale the deployment of artificial intelligence. We may receive claims from third parties, including our competitors, alleging that the use of artificial intelligence technology infringes on or violates such third party's intellectual property rights. Adverse consequences of these risks related to artificial intelligence could undermine the decisions, predictions or analyses such technologies produce and subject us to competitive harm, legal liability, heightened regulatory scrutiny and brand or reputational harm.

We may face significant competition in the market and may be unable to develop, implement and scale artificial intelligence at the same rate to keep pace with our competitors.

The loss of access to credit, employment, financial and other data from external sources could harm our ability to provide our products and services.

We rely on a wide variety of data sources to provide our services and products, including data collected from applicants and borrowers, credit bureaus, payroll providers, data aggregators, and unaffiliated third parties. If we are unable to access and use data collected from or on behalf of applicants and borrowers, or other third party data, or our access to such data is limited, our ability to provide our services and enable our customers to verify applicant data would be compromised. Any of the foregoing could negatively impact the customer experience of our platform, and the volume and degree of automation in our mortgage loan production and servicing businesses.

The collection, processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulations and conflicting legal requirements.

We receive, transmit and store a large volume of personally identifiable information and other user and consumer data. There are various federal and state laws regarding privacy and the storing, sharing, use, disclosure and protection of personally identifiable information that could give rise to liabilities. Federal privacy requirements such as those under the Gramm-Leach-Bliley Act and Fair Credit Reporting Act are within the regulatory and enforcement authority of the CFPB and Federal Trade Commission. We are also subject to a variety of state laws and regulations that apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal information, such as the California Consumer Privacy Act, that provide data privacy rights for consumers. Some of these laws include a private right of action against businesses, including for failure to implement reasonable security procedures and practices to prevent data breaches. Numerous states now have laws that impose similar, additional, and in some cases more restrictive requirements than the CCPA, including for narrow aspects of privacy, such as biometric data, children’s data, and health data. The effects of state and federal privacy laws are potentially significant and may require us to modify our data processing practices and policies and to incur substantial costs and potential liability in an effort to comply with such legislation. Failure to comply with any of these privacy laws, or a perceived failure to comply, could result in enforcement action against us, including fines and public censure, or litigation and could result in serious harm to our reputation or business and have a material adverse effect on our business, financial condition and results of operations.

Climate change, adverse weather conditions, man-made or natural disasters, pandemics, wars and armed conflicts, terrorist attacks, and other long term physical and environmental changes and conditions could adversely impact properties that we own or that collateralize loans we own or service.

Climate change, adverse weather conditions, man-made or natural disasters, pandemics, wars and armed conflicts, terrorist attacks and other long term physical and environmental changes and conditions could adversely impact properties that we own or that collateralize loans we own or service. In addition, such adverse conditions and long term physical and environmental changes could impact the demand for, and value of, our assets, as well as the cost to service or manage such assets, or directly impact the value of our assets through damage, destruction or loss, and thereafter materially impact the availability or cost of insurance to protect against these events. Upon the occurrence of a catastrophic event, we may be unable to continue our operations and may endure significant business interruptions, reputational harm, delays in servicing our customers and working with our partners, interruptions in the availability of our technology and systems, breaches of data security, and loss of critical data, all of which could have an adverse effect on our future operating results.

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Catastrophic events may also be uninsurable or not economically insurable and might make the insurance proceeds insufficient to repair or replace a property if it is damaged or destroyed.

There continues to be global concern over the risks of climate change and related environmental sustainability matters. The physical risks of climate change may include rising average global temperatures, rising sea levels and an increase in the frequency and severity of extreme weather events and natural disasters, including floods, wildfires, hurricanes, earthquakes and tornados, and these events could impact our owned real estate and the properties collateralizing our loan assets or underlying our MSR assets and the local economies of certain areas in which we operate. Although we believe our owned real estate and the properties collateralizing our loan assets or underlying our MSR assets are appropriately covered by insurance, we cannot predict at this time if we or our borrowers will be able to obtain appropriate coverage at a reasonable cost in the future, or if we will be able to continue to pass along all of the costs of insurance.

There also is a risk that one or more of our property insurers may not be able to fulfill their obligations with respect to payment claims due to a deterioration in its financial condition or may even cancel policies due to increasing costs of providing insurance coverage in certain geographic areas. Numerous treaties, laws and regulations have been enacted or proposed in an effort to regulate climate change, including regulations aimed at limiting greenhouse gas emissions and the implementation of “green” building codes. These laws and regulations may impact the rates at which we obtain property insurance and result in increased operating costs, or impose substantial costs on our borrowers or affect their ability to obtain appropriate coverage at reasonable costs. We may also incur costs associated with increased regulations or investor requirements for increased environmental and social disclosures and reporting. Additionally, climate change concerns could result in transition risk. Changes in consumer preferences and additional legislation and regulatory requirements, including those associated with a transition to a low-carbon economy, could increase expenses or otherwise adversely impact our operations and business.

Failures at financial institutions at which we deposit funds or maintain investments could adversely affect us.

We deposit substantial funds in financial institutions and may, from time to time, maintain cash balances at such financial institutions in excess of the Federal Deposit Insurance Corporation (“FDIC”) insured amounts. We also hold investments and settled funds in accounts at financial institutions acting as brokers or custodians. In addition, we deposit certain funds owned by third parties, such as escrow deposits, in financial institutions. Should one or more of the financial institutions at which our deposits are maintained fail, there is no guarantee as to the extent that we would recover the funds deposited, whether through FDIC coverage or otherwise, or the timing of any recovery. In the event of any such failure, we also could be held liable for the funds owned by third parties. Should one or more of the financial institutions acting as brokers or custodians for our investments and settled funds fail, there may be a delay or some uncertainty in our ability to take possession of, or fully recover, all of our investments or settled funds.

A failure to maintain the ratings assigned to us by a rating agency could have an adverse effect on our business, financial condition and results of operations.

Our servicing business, our unsecured senior notes and other financing arrangements may be rated by national rating agencies and any downgrade of our ratings could impair our business or restrict our access to sources of capital on terms satisfactory to us or at all, increase the cost of our debt or equity financing and be detrimental to our business. In addition, any third-party rating agency downgrade of our servicing business could adversely affect our ability to maintain our status as an approved Agency servicer, could negatively impact the value of our MSRs, may impair our ability to consummate future servicing transactions and may result in an event of default under certain financings.

Regulatory Risks

We operate in a highly regulated industry and the continually changing federal, state and local laws and regulations could materially and adversely affect our business, financial condition, liquidity and results of operations.

We are required to comply with a wide array of federal, state and local laws and regulations that regulate, among other things, the manner in which we conduct our businesses. These regulations directly impact our business and require constant compliance, monitoring and internal and external audits and examinations by federal and state regulators.

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Our failure to operate effectively and in compliance with any of these laws, regulations and rules could subject us to lawsuits or governmental actions and damage our reputation, which could materially and adversely affect our business, financial condition, liquidity and results of operations. In addition, our failure to comply with these laws, regulations and rules may result in increased costs of doing business, reduced payments by borrowers, modification of the original terms of mortgage loans, permanent forgiveness of debt, delays in the foreclosure process, increased servicing advances, litigation, reputational damage, enforcement actions, and repurchase and indemnification obligations. Further, we may be required to pay substantial penalties imposed by our regulators due to compliance errors, lose our licenses to originate and/or service loans or pay penalties associated with class action lawsuits or other judgments.

We must also comply with a number of federal, state and local consumer protection and state foreclosure laws. These statutes apply to loan origination, servicing, debt collection, marketing, use of credit reports, safeguarding of non-public, personally identifiable information about our clients, foreclosure and claims handling, investment of and interest payments on escrow balances and escrow payment features, and mandate certain disclosures and notices to customers.

Because we are not a federally chartered depository institution, we generally do not benefit from federal pre-emption of state mortgage loan banking, loan servicing or debt collection licensing and regulatory requirements and must comply with state licensing and compliance requirements in all 50 states, the District of Columbia and other U.S. territories. These state rules and regulations generally provide for, but are not limited to: originator, servicer and debt collector licensing requirements, requirements as to the form and content of loan agreements and other documentation, employee licensing and background check requirements, fee requirements, interest rate limits, and disclosure and record-keeping requirements.

Regulatory agencies and consumer advocacy groups have brought fair lending, fair housing and other related claims that the practices of lenders and loan servicers can result in a disparate impact on protected classes. Antidiscrimination statutes, such as the Fair Housing Act and the Equal Credit Opportunity Act, prohibit creditors from discriminating against loan applicants and borrowers based on certain characteristics, such as race, religion and national origin. Various federal regulatory agencies and departments take the position that these laws apply not only to intentional discrimination, but also to neutral practices that have a disparate impact on a group that shares a characteristic that a creditor may not consider in making credit decisions (i.e., creditor or servicing practices that have a disproportionately negative effect on a protected class of individuals).

The failure of our correspondent sellers to comply with any applicable laws, regulations and rules may also result in these adverse consequences. We have in place a due diligence program designed to assess areas of risk with respect to loans we acquire from such correspondent sellers. However, we may not detect every violation of law and, to the extent any correspondent sellers, third party originators, servicers or brokers with which we do business fail to comply with applicable laws or regulations and any of their mortgage loans or MSRs become part of our assets, it could subject us, as an assignee or purchaser of the related mortgage loans or MSRs, to monetary penalties or other losses. While we may have contractual rights to seek indemnity or repurchase from certain of these lenders, third party originators, servicers or brokers, if any of them are unable to fulfill their indemnity or repurchase obligations to us to a material extent, our business, liquidity, financial condition and results of operations could be materially and adversely affected. Our service providers and other vendors are also required to operate in compliance with applicable laws, regulations and rules. Our failure to adequately manage service providers and other vendors to mitigate risks of noncompliance with applicable laws may also have these negative results.

Current or future federal or state administrations may enact significant policy changes that could impact our business and our ability to adequately comply with regulatory and enforcement oversight. For example, in January 2025, an executive order established the “Department of Government Efficiency” to reform federal government processes and reduce expenditures that could result in significant changes to federal housing and consumer financial regulatory agencies. Significant changes to federal agency structures, regulatory policies, or housing funding priorities could reduce funding for federal housing programs and increase regulatory uncertainty. Additionally, reforming federal agencies (such as the CFPB) and federal housing regulations could fragment regulatory oversight among local, state, and federal regulators resulting in additional compliance costs and heightened regulatory uncertainty for our industry.

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While it is not possible to predict when and whether significant policy or regulatory changes will occur, any such changes on the federal, state or local level could significantly impact, among other things, our operating expenses, the availability of mortgage financing, interest rates, consumer spending, the economy and the geopolitical landscape. To the extent that the federal administration takes action by proposing and/or passing regulatory policies that could have a negative impact on our industry, such actions may have a material adverse effect on our business, financial condition, results of operations and our ability to make distributions to our stockholders. To the extent any such state regulator imposes minimum net worth, capital ratio, liquidity standards or other requirements that are overly burdensome, such actions may have a material adverse effect on our business, financial condition, liquidity and results of operations.

Existing and new rules and regulations by federal and state regulators could result in enforcement actions, fines, penalties and reputational harm.

Federal and state regulators have authority over certain aspects of our business as a result of our residential mortgage banking activities, including, without limitation, the authority to conduct investigations, bring enforcement actions, impose monetary penalties, require remediation of practices, pursue administrative proceedings or litigation, and obtain cease and desist orders for violations of applicable federal consumer financial laws.

The publication and adoption of new and amended laws, regulations and informal guidance could have a substantial impact on our business operations. The CFPB has historically supervised, investigated and, where it deemed appropriate, brought aggressive enforcement actions against lenders and servicers the CFPB determined were engaged in activities that violated federal laws and regulations. In January 2025, the new U.S. presidential administration issued an executive order to halt all activity on the CFPB’s pending and proposed rules, and in May 2025, the CFPB rescinded many guidance documents, including interpretive rules, policy statements and advisory opinions. Due to the changing nature of the regulatory environment and uncertainty about the priorities and direction of the CFPB under the current federal administration, we cannot be certain how the regulatory environment may impact our business. Even if the activities of the CFPB remain suspended or significantly restrained, state and local regulators or other agencies with authority to administer and enforce laws that apply to us may increase or enhance their regulatory, supervisory or enforcement activities with respect to us and other providers of financial services. This may increase our operational and regulatory compliance costs. In addition, a decrease in federal regulations could negatively impact the quality of loans we originate or acquire from our correspondent and other mortgage partners if our partners fail to maintain effective risk management, credit quality and production programs.

Our failure to comply with the laws, rules or regulations to which we are subject, whether actual or alleged, would expose us to fines, penalties or potential litigation liabilities, including costs, settlements and judgments, any of which could have a material adverse effect on our business, liquidity, financial condition and results of operations and our ability to make distributions to our stockholders.

We are highly dependent on U.S. government-sponsored entities and government agencies, and any organizational or pricing changes at such entities or their regulators could materially and adversely affect our business, liquidity, financial condition and results of operations.

Our ability to generate revenues through mortgage loan sales depends on programs administered by GSEs, such as Fannie Mae and Freddie Mac, government agencies, including Ginnie Mae, and others that facilitate the issuance of MBS in the secondary market. We acquire mortgage loans from borrowers, brokers and mortgage lenders through our correspondent production channel that qualify under existing standards for inclusion in MBS issued by Fannie Mae or Freddie Mac or guaranteed by Ginnie Mae and derive other material financial benefits from our Agency relationships, including the assumption of credit risk on certain loans. Significant changes in our Agency relationships could impact our ability to finance and sell mortgage loans and materially impact our revenues and margin.

Any changes in laws and regulations affecting the relationship between Fannie Mae and Freddie Mac and their regulators or the U.S. federal government, and any changes in leadership at these entities, could adversely affect our business and prospects, including any decision to go public via an initial public offering or make any other change in the ownership structure for Fannie Mae or Freddie Mac.

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Any discontinuation of, significant reduction in or significant organizational change in the operations of Fannie Mae or Freddie Mac or any significant adverse change in their capital structure, financial condition, activity levels in the primary or secondary mortgage markets or in underwriting criteria could materially and adversely affect our business, financial condition, liquidity and results of operations and our ability to make distributions to our stockholders.

Our ability to generate revenue from newly originated loans that we acquire is highly dependent on the fact that the Agencies have not historically acquired such loans directly from mortgage lenders, but have instead relied on banks and non-bank aggregators such as us to acquire, aggregate and securitize or otherwise sell such loans to investors in the secondary market. Certain of the Agencies have approved new and smaller lenders that traditionally may not have qualified for such approvals. To the extent that these mortgage lenders choose to sell directly to the Agencies rather than through loan aggregators like us, the number of loans available for purchase by aggregators is reduced, which could materially and adversely affect our business and results of operations. In addition, under certain Agency capital rules, loans sourced from loan aggregators such as ourselves have higher capital requirements and may incur higher Agency fees for third party originated loans aggregated and delivered to the Agencies as compared to individual loans delivered by third party mortgage lenders directly to the Agencies’ cash windows without the assistance of a loan aggregator. To the extent the Agencies increase the number of purchases and sales directly for their own accounts, our business and results of operations could be materially and adversely affected.

We are required to have various Agency approvals and state licenses to conduct our business and failure to maintain our licenses could materially and adversely impact our business, financial condition, liquidity, and results of operations.

Because we are not a federally chartered depository institution, we do not benefit from exemptions to state mortgage lending, loan servicing or debt collection licensing and regulatory requirements. We are licensed in all state jurisdictions, and for those activities, where we are required to be licensed and believe it is cost effective and appropriate to become licensed. Our failure to maintain any necessary licenses, comply with applicable licensing laws or satisfy the various requirements to maintain them over time could restrict our direct business activities, result in litigation or civil and other monetary penalties, or cause us to default under certain of our lending arrangements, any of which could materially and adversely impact our business, financial condition, liquidity, results of operations and ability to make distributions to our stockholders.

We are also required to hold the Agency approvals in order to sell loans to the Agencies and service such loans on their behalf. Our failure to satisfy the various requirements necessary to maintain such Agency approvals over time would also restrict our business activities and could adversely impact our business. We are subject to periodic examinations by federal, state and Agency auditors and regulators, which can result in increases in our administrative costs, and we may be required to pay substantial penalties imposed by these regulators due to compliance errors, or we may lose our licenses. Negative publicity or fines and penalties incurred in one or more jurisdictions may cause investigations or other actions by regulators in other jurisdictions and could adversely impact our business.

Our inability to meet certain net worth and liquidity requirements imposed by the Agencies could have a material adverse effect on our business, financial condition, liquidity and results of operation.

We are subject to minimum financial eligibility requirements established by the Agencies. These eligibility requirements align the minimum financial requirements for mortgage sellers/servicers and MBS issuers to do business with the Agencies. These minimum financial requirements include net worth, capital ratio and/or liquidity criteria in order to set a minimum level of capital needed to adequately absorb potential losses for a company to be eligible to secure Agency loans and MBS. To the extent any new minimum net worth, capital ratio and liquidity standards and requirements are overly burdensome, complying with such standards and requirements may have a material adverse effect on our business, financial condition and results of operations.

In order to meet these minimum financial requirements, we are required to maintain rather than spend or invest, cash and cash equivalents in amounts that may adversely affect our business, results of operations and ability to make distributions to our stockholders, and this could significantly impede us, as a non-bank mortgage lender, from growing our respective businesses and place us at a competitive disadvantage in relation to federally chartered banks and certain other financial institutions.

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To the extent that such minimum financial requirements are not met, the Agencies may suspend or terminate Agency approval or certain agreements with us, which could cause us to cross default under financing arrangements and/or have a material adverse effect on our business, financial condition, liquidity, results of operations and ability to make distributions to our stockholders.

Failure to maintain exemptions or exclusions from registration under the Investment Company Act of 1940 could materially and adversely affect us.

We intend to operate so that we, and each of our subsidiaries, are not required to register as investment companies under the Investment Company Act of 1940, as amended (“Investment Company Act”). For example, we believe that our subsidiary, PLS, qualifies for one or more exemptions provided in the Investment Company Act because of the historical and current composition of its assets and income; however, there can be no assurances that the composition of PLS’ assets and income will remain the same over time such that one or more exemptions will continue to be applicable. If we or any of our subsidiaries were required to register as an investment company, we would be required to comply with a variety of substantive requirements under the Investment Company Act that impose, among other things: limitations on capital structure; restrictions on specified investments; prohibitions on transactions with affiliates; compliance with reporting, record keeping, voting and proxy disclosure; and, other rules and regulations that would significantly increase our operating expenses. Further, if we or any of our subsidiaries were required to register as an investment company, then we may be in breach of various representations and warranties contained in our financing agreements, resulting in a default as to certain of our contracts and obligations. This could also subject us to civil or criminal actions or regulatory proceedings, or result in a court appointed receiver to take control of us and liquidate our business, any or all of which could have a material adverse effect on our business, financial condition, liquidity and results of operations.

Related Party Risks

PMT is a significant source of business for our mortgage banking business, and the termination of, or material adverse change in, the terms of this relationship, or a material adverse change to PMT or its operations, could adversely affect our business, financial condition, liquidity and results of operations.

We have contractual agreements to provide PMT with certain mortgage banking services, including fulfillment and disposition-related services, for which we receive a monthly fulfillment fee. PMT historically acquired loans from correspondent sellers that we subsequently purchased; however, beginning July 1, 2025, we became the initial purchaser of loans from correspondent sellers and began selling agreed-upon volumes to PMT. PMT retains the right to purchase up to 100% of the non-government insured or guaranteed loans purchased by us from our correspondent sellers.

As a result of PMT purchasing a portion of our correspondent production, we are able to conduct our correspondent business by incurring less debt financing than would be required of us if we had to retain all of the loans in the channel from the originating lenders for our own account before sale or securitization. If this relationship with PMT is terminated by PMT or PMT reduces the volume of loans it purchases for any reason, we would have to retain these loans from the correspondent sellers and incur additional financing or incur losses in revenues associated with the fulfillment fees we would have otherwise received from PMT if we were unable to purchase the loans for our own account.

The management agreement, the mortgage banking services agreement and certain of the other agreements that we have entered into with PMT contain cross-termination provisions that allow PMT to terminate one or more of those agreements under certain circumstances where another one of such agreements is terminated. Accordingly, the termination of this relationship with PMT, or a material change in the terms thereof that is adverse to us, would likely have a material adverse effect on our business, financial condition, liquidity and results of operations. The terms of these agreements extend until December 31, 2029, subject to automatic renewal for additional 18-month periods but any of the agreements may be terminated earlier under certain circumstances or otherwise non-renewed. If any agreement is terminated or non-renewed and not replaced by a new agreement, it would materially and adversely affect our ability to continue to execute our business plan. If PMT were to lose its REIT status, corporate-level income taxes would apply to all of PMT’s taxable income at federal and state tax rates and may impair PMT’s financial position and its ability to raise capital, which could have a material adverse effect on our business, financial condition, liquidity and results of operations.

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A significant portion of our loan servicing operations are conducted pursuant to subservicing contracts with PMT, and any termination by PMT of these contracts, or a material change in the terms thereof that is adverse to us, would adversely affect our business, financial condition, liquidity and results of operations.

PMT, as the owner of a substantial number of MSRs or mortgage loans that we subservice, may, under certain circumstances, terminate our subservicing contract with or without cause, in some instances with little notice and little to no compensation. Upon any such termination, it would be difficult to replace such a large volume of subservicing in a short period of time, or perhaps at all. Accordingly, we may not generate as much revenue from subservicing for other third parties. If we were to have our subservicing terminated by PMT, or if there was a change in the terms under which we perform subservicing for PMT that was material and adverse to us, this would have a material adverse effect on our business, financial condition, liquidity and results of operations.

PMT has an exclusive right to acquire conventional conforming loans that are produced through our correspondent production activities, which may limit the revenues that we could otherwise earn in respect of those loans.

Our mortgage banking services agreement with PMT requires PLS to provide fulfillment services for correspondent production activities exclusively to PMT. As a result, the revenue that we earn with respect to these loans will generally be limited to the fulfillment fees that we earn in connection with the production of these loans, which may be less than the revenues that we might otherwise be able to realize by selling them in the secondary loan market ourselves.

Risks Related to Our Investment Manager

We currently manage assets for a single client, the loss of which would significantly reduce our management and incentive fees and have a material adverse effect on our results of operations.

Currently, PCM’s management and incentive fees result from its management of PMT, although PCM may collect fees for managing assets for additional third party clients in the future. The term of the management agreement that we have entered into with PMT, as amended, expires on December 31, 2029, subject to automatic renewal for additional 18-month periods, unless terminated earlier in accordance with the terms of the agreement. In the event of a termination of one or more related party agreements by PMT in certain circumstances, we may be entitled to a termination fee under our management agreement. However, the termination of such management agreement and the loss of PMT as a client would significantly affect our investment manager and negatively impact our management fees and incentive fees.

The historical returns on the assets that we select and manage for PMT, and our resulting management and incentive fees, may not be indicative of future results.

The historical returns of the assets that we manage should not be considered indicative of the future returns on those assets or future returns on other assets that we may select for investment by PMT. The investment performance that is achieved for the assets that we manage varies over time, and the nature and mix of assets we manage have changed significantly over the past several years. As a result, the change and variance in investment performance can be significant. For example, in fiscal years 2023, 2024 and 2025, we did not earn any performance incentive fees. Accordingly, the management and incentive fees that we have earned in the past should not be considered indicative of the management or incentive fees that we may earn in the future from managing those same assets or from managing other assets for PMT.

Changes in regulations applicable to our investment manager could materially and adversely affect our business, financial condition, liquidity and results of operations.

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The legislative and regulatory environment in which we operate is constantly evolving. New laws or regulations, or changes in the enforcement of existing laws or regulations, applicable to us and PMT, may adversely affect our business. Our ability to succeed in this environment will depend on our ability to monitor and comply with regulatory changes. Regulatory changes that will affect other market participants are likely to change the way in which we conduct business with our counterparties. We may be adversely affected as a result of new or revised legislation or regulations imposed by the SEC, other governmental regulatory authorities or self-regulatory organizations that supervise the financial markets. We also may be adversely affected by changes in the interpretation or enforcement of existing laws and regulations by governmental authorities, self-regulatory organizations and courts. It is impossible to determine the extent of the impact of any new laws, regulations or initiatives that may be imposed on us or the markets in which we trade, or whether any of the proposals will become law. Compliance with any new laws or regulations could add to our compliance burden and costs and adversely affect the manner in which we conduct business, as well as our financial condition, liquidity and results of operations.

The failure of our investment manager to comply with financial regulations could materially and adversely affect our business, financial condition, liquidity and results of operations.

Our investment manager is required to comply with financial regulations designed to ensure the integrity of the financial markets and to protect investors in any entity that we advise. We are required to maintain an effective compliance program, and are subject to inspection and examinations by the SEC and state regulators. The failure by us or our service providers to comply with applicable laws or regulations, or our failure to design and successfully implement and administer our compliance program, could result in fines, suspensions of individual employees, termination of our registered investment advisor, limitations on engaging in other businesses and other sanctions, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations. Even if an investigation or proceeding did not result in a fine or sanction or the fine or sanction imposed against us or our employees by a regulator were small in monetary amount, the adverse publicity relating to an investigation, proceeding or imposition of these fines or sanctions could harm our reputation.

We may encounter conflicts of interest in trying to appropriately allocate our time and services between activities for our own account and for PMT, or in trying to appropriately allocate investment opportunities among ourselves and for PMT and any other entities or accounts that we may manage in the future.

Pursuant to our management agreement with PMT, we are obligated to provide PMT with the services of our senior management team, and the members of that team are required to devote such time as is necessary and appropriate, commensurate with the level of activity of PMT. The members of our senior management team may have conflicts in allocating their time and services between our operations and the activities of PMT and any other entities or accounts that we may manage in the future.

In addition, we and the other entities or accounts that we may manage may participate in some of PMT’s investment strategies now or in the future and may involve or later result in potential conflicts between our interests and those of PMT or such other entities. Any such perceived or actual conflicts of interest could damage our reputation and materially and adversely affect our business, financial condition, liquidity and results of operations.

Risks Related to Our Organizational Structure

HC Partners may be able to significantly influence the outcome of votes of our common stock, or exercise certain other rights pursuant to a stockholder agreement we have entered into with it, and its interests may differ from those of our other public stockholders.

HC Partners, our largest stockholder, has the right under a stockholder agreement to nominate up to two individuals for election to our board of directors depending on the percentage of the voting power of our outstanding shares common stock that it holds, and we are obligated to use our best efforts to cause the election of those director nominees. In addition, the HC Partners’ stockholder agreement requires that we obtain their consent with respect to amendments to our certificate of incorporation or bylaws. As a result, HC Partners may be able to significantly influence our management and affairs.

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In addition, as a result of the size of its individual equity holding it may be able to significantly influence the outcome of all matters requiring stockholder approval, including mergers and other material transactions, and may be able to cause or prevent a change in the composition of our board of directors or a change in control of our Company that could deprive our other public stockholders of an opportunity to receive a premium for their common stock as part of a sale of our Company and might ultimately affect the market price of our common stock.

We have not established a minimum dividend payment level and no assurance can be given that we will be able to make dividends to our stockholders in the future at current levels or at all.

We have not established a minimum dividend payment level, and our ability to pay dividends to our stockholders may be materially and adversely affected by the risk factors discussed in our SEC periodic reports. Although we paid, and anticipate continuing to pay, quarterly dividends to our stockholders, our board of directors has the sole discretion to determine the timing, form and amount of any future dividends to our stockholders, and such determination will depend upon, among other factors, our historical and projected results of operations, financial condition, cash flows and liquidity, capital requirements and other expense obligations, debt covenants, contractual legal, tax, regulatory and other restrictions and such other factors as our board of directors may deem relevant from time to time. As a result, no assurance can be given that we will be able to continue to pay dividends to our stockholders in the future or that the level of any future dividends will achieve a market yield or increase or even be maintained over time, any of which could materially and adversely affect the market price of our common stock.

Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts for us that other stockholders might consider favorable.

Our certificate of incorporation and bylaws contain provisions that may make the acquisition of our Company more difficult without the approval of our board of directors. Among other things, these provisions:

authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval;

prohibit stockholder action by written consent unless the matter as to which action is being taken has been approved by our board of directors;

provide that our board of directors is expressly authorized to make, alter, or repeal our bylaws (provided that, if that action adversely affects HC Partners when that entity, together with its affiliates, holds at least 5% of the voting power of our outstanding shares of capital stock, our stockholder agreements provide that such action must be approved by that entity);

establish advance notice requirements for nominations for elections to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings; and

prevent a sale of substantially all of our assets or completion of a merger or other business combination that constitutes a change of control without the approval of a majority of our independent directors.

These and other provisions under Delaware law could discourage, delay or prevent a transaction involving a change in control of our Company or negatively affect the trading price of our common stock. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of and take other corporate actions.

Our bylaws include an exclusive forum provision that could limit our stockholders’ ability to obtain a judicial forum viewed by the stockholders as more favorable for disputes with us or our directors, officers or other employees.

Our bylaws provide that the state or federal court located within the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a claim of breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our certificate of incorporation or our bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine.

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This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other associates, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the exclusive forum provision contained in our bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition, liquidity and results of operations.

Ownership of Our Common Stock

The market price and trading volume of our common stock may be volatile, which could result in rapid and substantial losses for our stockholders.

The market price and trading volume of our common stock has fluctuated significantly in the past and may be highly volatile in the future and could be subject to wide fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. Further, if the market price of our common stock declines significantly, you may be unable to resell your shares at or above your purchase price, if at all. Some of the factors that could negatively affect the market price or trading volume of our common stock include:

variations in our actual and anticipated financial and operating results and those expected by investors and analysts;
changes in the manner that investors and securities analysts who provide research to the marketplace on us analyze the value of our common stock and similar companies;
changes in recommendations or in estimated financial results published by securities analysts who provide research to the marketplace on us, our competitors or our industry;
litigation and governmental investigations;
increases in market interest rates that may lead purchasers of our shares to demand a higher yield;
announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic relationships, joint ventures or capital commitments; and
general market, political and economic conditions, including any such conditions and local conditions in the markets in which our customers are located.

These broad market and industry factors may decrease the market price and trading volume of our common stock, regardless of our actual operating performance.

The market price of our common stock could be negatively affected by sales of substantial amounts of our common stock into the public trading market.

We were founded in 2008 by members of our executive leadership team and strategic investors, including HC Partners, our largest stockholder. Sales of substantial numbers of shares of our common stock into the public trading market by HC Partners, or the perception that such sales could occur, could adversely affect the market price of our common stock and impede our ability to raise capital through the issuance of additional common stock or other equity securities.

The future issuance of additional common stock in connection with our incentive plans, acquisitions or otherwise will dilute all other stockholdings.

As of December 31, 2025, we have an aggregate of 5.7 million shares of common stock authorized and remaining available for future issuance under our 2022 Equity Incentive Plan. We may issue all of these shares of common stock without any action or approval by our stockholders, subject to certain exceptions. Any common stock issued in connection with our equity incentive plans or future acquisitions would dilute the percentage ownership held by investors who purchase our common stock.

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Future offerings of debt or equity securities by us may adversely affect the market price of our common stock.

In the future, we may attempt to obtain financing or further increase our capital resources by issuing additional shares of our common stock or offering debt or other equity securities, including commercial paper, medium-term notes, senior or subordinated notes, convertible debt securities or shares of preferred stock. The issuance of additional shares of our common stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of our common stock or both. Upon liquidation, holders of such debt securities and preferred stock, if issued, and lenders with respect to other borrowings would receive a distribution of our available assets prior to the holders of our common stock. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Any issuance of securities in future offerings may reduce the market price of our common stock and dilute existing stockholders’ interests in us.

General Risks

Our risk management efforts may not be effective in identifying our significant risks and designing and implementing adequate internal controls to mitigate those risks.

We could incur substantial losses and our business operations could be disrupted if we are unable to effectively identify, manage, monitor, and mitigate financial risks, such as credit risk, interest rate risk, prepayment risk, liquidity risk, climate risk, compliance risk, valuation risk and other market-related risks, as well as operational and legal risks related to our business, assets, and liabilities. We also are subject to various laws, regulations and rules that are not industry specific, including employment laws related to employee hiring and termination practices, health and safety laws, environmental laws and other federal, state and local laws, regulations and rules in the jurisdictions in which we operate. Our risk management policies, procedures, and techniques may not be sufficient to identify all of the risks to which we are exposed, mitigate the risks we have identified, or identify additional risks to which we may become subject in the future. Our risk management framework is designed to identify, monitor and mitigate risks that could have a negative impact on our financial condition or reputation.  Expansion of our business activities may also result in our being exposed to risks to which we have not previously been exposed or may increase our exposure to certain types of risks, and we may not effectively identify, manage, monitor, and mitigate these risks as our business activities change or increase.

Developing new products, updating our operational processes and initiating or expanding our business activities may expose us to new regulatory compliance and litigation risks and require additional capital expenditures.

Developing new products, updating our operational processes and initiating or expanding our business activities may expose us to new risks, regulatory compliance requirements and costs. For example, the development and expansion of our proprietary technology to manage loan servicing operations may increase our exposure to compliance and litigation risks from third parties and significantly increase our capital expenditures at our operational subsidiaries. In addition, our closed-end second lien mortgage loan products may result in a higher risk of loss than other loans since our second lien is subordinated to more senior secured loan claims. Also, non-Agency loan products such as jumbo mortgage loans and non-qualified mortgage loans may create additional compliance and liquidity risks as compared to Agency loans.

Changes in our operational processes could create issues with our contractual arrangements with PMT, our brokers, our correspondent sellers, and our customers. We cannot be certain that we will be able to manage these risks and compliance requirements effectively. Furthermore, our efforts may not succeed, and any revenues we earn from any new or expanded business initiative may not be sufficient to offset the initial and ongoing costs of that initiative, which would result in a loss with respect to that initiative.

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We could be harmed by misconduct or fraud that is difficult to detect.

We are exposed to risks relating to misconduct by our employees, contractors we use, or other third parties with whom we have relationships. For example, our employees could execute unauthorized transactions, use our assets improperly or without authorization, perform improper activities, use confidential information for improper purposes, or misrecord or otherwise try to hide improper activities from us. This type of misconduct could also relate to assets we manage for others through our investment advisory subsidiary, and can be difficult to detect. If not prevented or detected, misconduct by employees, contractors, or others could result in losses, claims or enforcement actions against us, or could seriously harm our reputation. Our controls may not be effective in detecting this type of activity.

If we fail to maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud. As a result, our stockholders could lose confidence in our financial results, which could harm our business and the market value of our common stock.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We may in the future discover areas of our internal controls that need improvement. Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires that we evaluate and report on our internal control over financial reporting. We cannot be certain that we will be successful in maintaining adequate control over our financial reporting and financial processes. Section 404(b) of the Sarbanes-Oxley Act requires our auditors to formally attest to and report on the effectiveness of our internal control over financial reporting.

If we cannot maintain effective internal control over financial reporting, or our independent registered public accounting firm cannot provide an unqualified attestation report on the effectiveness of our internal control over financial reporting, investor confidence and, in turn, the market price of our common stock could decrease. If we or our independent auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could result in an event of default under one or more of our lending arrangements and/or reduce the market value of shares of our common stock. Additionally, the existence of any material weakness or significant deficiency could require management to devote significant time and incur significant expense to remediate any such material weakness or significant deficiency, and management may not be able to remediate any such material weakness or significant deficiency in a timely manner, or at all. Accordingly, our failure to maintain effective internal control over financial reporting could result in misstatements of our financial results or restatements of our financial statements or otherwise have a material adverse effect on our business, financial condition, liquidity and results of operations.

We operate in a highly competitive market and decreased margins resulting from increased competition or our inability to compete successfully could adversely affect our business, financial condition, liquidity and results of operations.

We operate in a highly competitive industry that could become even more competitive as a result of economic, legislative, regulatory and technological changes. With respect to mortgage loan production, we face competition in such areas as mortgage loan offerings, rates, fees and customer service. With respect to servicing, we face competition in areas such as fees, cost to service and service levels, including our performance in reducing delinquencies and entering into successful modifications.

Financial institutions and non-bank mortgage lenders and servicers are increasingly competitive in the origination or acquisition of newly originated mortgage loans and the servicing of mortgage loans. Many of these institutions have significantly greater resources and access to capital and financing arrangements than we do, which may give them the benefit of a lower cost of funds. Additionally, our existing and potential competitors may decide to modify their business models to compete more directly with our loan production and servicing models.

As new and established competitors compete for market share, our mortgage banking businesses may generate lower volumes and/or profit margins. If our loan production volumes and profit margins significantly decrease, then our business, financial condition, liquidity and results of operations could be materially and adversely affected. Our future success depends on our ability to continue to hire, integrate, develop and retain highly qualified personnel. Any talent acquisition and retention challenges could reduce our operating efficiency, increase our costs of operations and harm our overall financial condition.

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We could face these additional challenges if competition for qualified personnel intensifies or the pool of qualified candidates becomes more limited. Additionally, we invest heavily in training our personnel, which increases their value to competitors who may seek to recruit them. If we are unable to attract and retain qualified personnel, we may not be able to take advantage of future business opportunities and this could materially affect our business, financial condition and results of operations.

The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services, including cloud computing and artificial intelligence. We may not be able to effectively implement new technology-driven products and services as quickly as competitors or be successful in marketing these products and services to our clients. In addition, technological advances and heightened e-commerce activities have increased consumers’ access to products and services. This has intensified competition among banks and non-banks in offering and servicing mortgage loans. To the extent we are unable to keep pace with technological advances, we may be unable to compete successfully in our mortgage banking businesses and this could materially and adversely affect our business, financial condition, liquidity and results of operations.

Changes in tax laws may adversely affect us, and the Internal Revenue Service (the “IRS”) or a court may disagree with our tax positions, which may result in adverse effects on our financial condition or the value of our common stock.

Proposed tax changes that may be enacted in the future could impact our current or future tax structure and effective tax rates. The federal government could propose legislation that would further broaden the tax base and limit tax deductions in certain situations. Proposed and future provisions could have a material adverse effect on our tax rate, cash flows, and financial results. There can be no assurance that future tax law changes will not increase the rate of the corporate income tax significantly, impose new limitations on deductions, credits or other tax benefits, or make other changes that may adversely affect our business, cash flows or financial performance. In the absence of additional clarification and guidance from the IRS on certain tax matters, the Company will take positions with respect to a number of unsettled issues. There is no assurance that the IRS or a court will agree with the positions taken by us, in which case tax penalties and interest may be imposed that could adversely affect our business, cash flows or financial performance. In the future, additional guidance may be issued by the IRS, the Department of the Treasury, or other governing body that may significantly differ from our interpretation of the law, which may result in a material adverse effect on our business or financial condition.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Cybersecurity Program

Our cybersecurity and related controls, policies and procedures (“Cybersecurity Program”) are critical business functions protecting our enterprise information systems, data and business operations from external and internal threats. The Cybersecurity Program prioritizes detection, analysis, response and prevention to known, anticipated or unexpected cybersecurity threats, with regular internal and third-party assessments and enterprise risk management governance reviews. The Cybersecurity Program is informed by the National Institute of Standards and Technology’s (“NIST”) cybersecurity framework standard and is integrated into our overall enterprise risk management framework, along with our compliance requirements under federal and state cybersecurity and related regulations.

We are not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected, or are reasonably likely to materially affect, us, including our business strategy, results of operations or financial condition as of the end of fiscal year 2025. Our Risk Factors include further detail about our material cybersecurity risks.

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Our Chief Information Officer (“CIO”) and Chief Information Security Officer (“CISO”) each have over 25 years of information system experience and are primarily responsible for implementing the Cybersecurity Program and managing our information security personnel and consultants. The CIO has served in a variety of information technology leadership positions in the finance industry and holds a Bachelor of Science in Electrical Engineering. The CISO served in a variety of cybersecurity operations, cybersecurity architecture, and critical infrastructure cybersecurity enhancement programs in the finance industry, the utility industry and in government and holds a Bachelor of Science in Management Information Systems and Decision Sciences.

The Cybersecurity Program, which is integrated into our enterprise risk management framework, assesses, identifies and protects our enterprise information systems, data and business operations from various security threats and contains the following elements:

Information Security Risk Assessment - Conducting internal and external risk and control assessment, quality control and assurance testing.

Identity and Access Management - Managing enterprise identity and access control systems.

Security Architecture - Managing security architecture, including secure code deployment standards, architecture security reviews, and cybersecurity advisory support.

Security Engineering - Designing, implementing and operating security technologies, including but not limited to malware protections, security event and incident management, data loss prevention, and phishing defenses.

Security Operations - Ensuring continuous operational coverage of security events and alerts, maintaining and executing processes for triage, containment, investigation and escalation/communication and threat intelligence.

Attack Surface Management - Managing vulnerability and patch management, network penetration testing, application security testing and exercises, including cybersecurity training, cyber-attack simulations and tabletop exercises with senior management to detect control gaps.

Third-Party Assessments - Coordinating, reviewing and analyzing third-party providers’ assessments of the Cybersecurity Program. Internal Audit may also perform a periodic cybersecurity program audit that may be supported by external consulting firms.

Third-Party Service Provider Reviews – Identifying and reviewing material risks from cybersecurity threats associated with certain third-party service providers.

Monitoring and Incident Reporting

We continuously monitor our enterprise information systems and user activity to detect anomalous activity and identify potential security related incidents. Our cybersecurity monitoring and incident reporting program is informed by NIST guidelines and is internally and externally monitored. When a potential cybersecurity incident is detected, we gather the necessary information to classify the incident by type and severity and activate containment plans and response teams depending on the nature of the incident. Cybersecurity incidents that may impact enterprise business operations, compromise critical systems or result in unauthorized access to critical data will be escalated to the CISO and an internal incident response team comprised of senior IT, business operations and compliance personnel to coordinate any internal and external responses. The CISO and the internal incident team will also elevate any material cybersecurity incidents or unauthorized occurrences that jeopardize the confidentiality, integrity or availability of enterprise information to senior management and the board of directors.

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Enterprise Risk Management Framework and Governance

The Cybersecurity Program is integrated with our enterprise risk management framework and is primarily managed by the CIO, the CISO, and other information security personnel and consultants, and is overseen by risk management, internal audit, senior management and the board of directors to ensure the confidentiality, integrity and the availability of the Company’s enterprise information systems, data and business operations. The Cybersecurity Program utilizes specialized third-party cybersecurity service providers to periodically perform penetration testing across certain internet-facing and business critical applications as well as external and internal network penetration tests.

Our Enterprise Risk Management unit separately provides independent oversight and monitoring of the Cybersecurity Program through periodic quality control testing and regulatory compliance verification of the Cybersecurity Program’s controls. Our Internal Audit unit is an independent corporate function reporting to the board of directors’ Audit Committee that also reviews the effectiveness of the Cybersecurity Program and whether it is effectively integrated into our overall enterprise risk management framework. Additionally, our Enterprise Risk Management and Internal Audit units may from time to time separately engage consulting services to perform independent cybersecurity controls audits and provide expert guidance. 

Board of Directors Oversight

The board of directors oversees our cybersecurity risks by periodically evaluating cybersecurity reports from senior management, including the CIO and CISO, as well as reports from the board committees and third-party consultants. The Risk Committee oversees our enterprise risk management framework including risks associated with data security, cybersecurity, IT infrastructure, and data privacy. The Audit Committee oversees the internal and external auditors’ review of our cybersecurity risks.

Management Oversight

Our CIO, CISO and other senior executives who oversee the Company’s enterprise IT infrastructure periodically meet in management committees to ensure that our enterprise information systems are protected from internal and external cybersecurity threats by monitoring cybersecurity controls, risk assessments and information system reports. The CIO, CISO and our management committees periodically provide cybersecurity reports about our Cybersecurity Program to senior management, the board of directors and our board committees.

Item 2. Properties

As of December 31, 2025, we have approximately 15 leased facilities in various locations throughout the United States. Our principal executive offices are located in Westlake Village, California and total approximately 66,000 of leased square feet. Our business segment operations and support offices are primarily in the following locations in the United States:

Our production segment is primarily located in California, Texas, Florida, Arizona, Missouri and North Carolina.

Our servicing segment is primarily located in California, Texas and Nevada.

Our corporate operations are primarily located in California and Texas.

We believe that our current facilities are sufficient for the operation of our business. We periodically review our space requirements and we look to expand into new facilities if necessary or consolidate and exit facilities we no longer need, as and when appropriate.

The financial commitments of our leases are disclosed in Note 13— Leases to our consolidated financial statements included in Item 8 of this Report.

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Item 3. Legal Proceedings

From time to time, we may be involved in various legal and regulatory proceedings, lawsuits and other claims arising in the ordinary course of business. The amount, if any, of ultimate liability with respect to such matters cannot be determined, but despite the inherent uncertainties of litigation, we currently believe that the ultimate disposition of any such pending proceedings and exposure will not have, individually or taken together, a material adverse effect on our financial condition, results of operations, or cash flows. See Note 19 — Commitments and Contingencies, to the financial statements contained in this Report for a discussion of legal proceedings that are incorporated by reference into this Item 3. 

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our shares of common stock are listed on the New York Stock Exchange (Symbol: PFSI). As of February 17, 2026, our shares of common stock were held by 29 holders of record.

Our dividend level is reviewed each quarter and determined based on a number of factors, including, among other things, our earnings, our financial condition, growth outlook, the capital required to support ongoing growth opportunities and compliance with other internal and external requirements. Payments of dividends are subject to approval by our board of directors. Our ability to pay dividends may be adversely affected for the reasons described in Item 1A of this Report in the section entitled Risk Factors.

Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of unregistered equity securities during the year ended December 31, 2025.

Stock Repurchase Program

  ​ ​ ​

Total number
of shares
purchased

  ​ ​ ​


Average price
paid per share

  ​ ​ ​

Total number of
shares purchased
as part of publicly
announced plans
or program (1)

Approximate dollar
value of shares that
may yet be
purchased under
the plans
or program (1)

October 1, 2025 – October 31, 2025

$

$

207,600,930

November 1, 2025 – November 30, 2025

$

$

207,600,930

December 1, 2025 – December 31, 2025

$

$

207,600,930

Total

$

$

207,600,930

(1) In August 2021, our board of directors approved an increase to our common stock repurchase program from $1 billion to $2 billion. The stock repurchase program does not require us to purchase a specific number of shares, and the timing and amount of any shares repurchased are based on market conditions and other factors, including price, regulatory requirements and capital availability. Stock repurchases may be effected through negotiated transactions or open market purchases, including pursuant to a trading plan implemented pursuant to Rule 10b5-1 of the Exchange Act. The stock repurchase program does not have an expiration date but may be suspended, modified or discontinued at any time without prior notice. We did not repurchase our common stock during the quarter ended December 31, 2025.

Item 6. Reserved

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes appearing elsewhere in this Report. The following discussion and analysis contain forward-looking statements that involve risks and uncertainties. When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties that could impact our business. In particular, we encourage you to review the risks and uncertainties described in the section titled “Risk Factors” included elsewhere in this Report. These risks and uncertainties could cause actual results to differ materially from those projected in forward-looking statements contained in this report or implied by past results and trends.

Critical Accounting Policies

Preparation of financial statements in compliance with accounting principles generally accepted in the United States (“GAAP”) requires us to make estimates that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Certain of these estimates significantly influence the portrayal of our financial condition and results, and they require us to make difficult, subjective or complex judgments. Our critical accounting policies primarily relate to our fair value estimates.

Fair Value

We group assets measured at or based on fair value in three levels based on the markets in which the assets are traded and the observability of the inputs used to determine fair value. These levels are:

December 31, 2025

Percentage of total

Level/Description

Carrying value of
assets

Assets

Stockholders' equity

  ​ ​

(in thousands)

  ​ ​ ​

1:

Prices determined using quoted prices in active markets for identical assets or liabilities.

$

435,833

1%

10%

2:

Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing an asset or liability and are developed based on market data obtained from sources independent of us.

9,567,496

33%

222%

3:

Prices determined using significant unobservable inputs. Unobservable inputs reflect our judgements about the factors that market participants use in pricing an asset or liability, and are based on the best information available in the circumstances.

10,078,120

34%

234%

Total assets measured at or based on fair value (1)

$

20,081,449

68%

466%

Total assets

$

29,388,689

Total stockholders' equity

$

4,308,976

(1) Includes assets measured on both a recurring and nonrecurring basis based on the accounting principles applicable to the specific asset and whether we have elected to carry the asset at its fair value.

At December 31, 2025, $20.0 billion or 68% of our total assets were carried at fair value on a recurring basis and $37.7 million (real estate acquired in settlement of loans (“REO”)), were carried based on fair value on a non-recurring basis when fair value indicates evidence of impairment of individual properties.

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Changes in fair value of our holdings of assets carried at or based on fair value have significant effects on our financial position and income. As summarized above, changes in fair values of “Level 1” and “Level 2” fair value assets are determinable with reference to direct quotes in active markets on the measurement date in the case of “Level 1” fair value assets, or reference to publicly available pricing inputs (such as reference interest rates and credit spreads and prices of similar assets) in the case of “Level 2” fair value assets.

$10.1 billion or 34% of our total assets are measured using “Level 3” fair value inputs – significant inputs where there is difficulty observing the inputs used by market participants to establish fair value. Different approaches to valuing those assets or changes in inputs to measurement of these assets can have a significant effect on the amounts reported for these items including their reported balances and their effects on our income.

During the three years ended December 31, 2025, we recognized changes in the fair value of our holdings of “Level 3” fair value assets and liabilities as shown below:

Interest

Mortgage

Mortgage

Year ended

rate lock

Loans held

servicing

servicing

Pre-tax

December 31, 

commitments

for sale

rights (1)

liabilities (1)

Total

Income

(positive (negative) effects on net revenues in thousands)

2025

$

453,802

160,278

(251,669)

(3)

$

362,408

$

551,417

2024

$

38,645

105,508

407,423

(35)

$

551,541

$

401,026

2023

$

130,424

68,773

56,757

50

$

256,004

$

183,631

(1) Excludes changes in fair value attributable to realization of cash flows.

The changes above primarily reflect changes attributable to our observations of changes in the markets for those assets and liabilities as opposed to changes in accounting policies or approaches to the valuation of those instruments.

As a result of the difficulty in observing certain significant valuation inputs affecting our “Level 3” fair value assets and liabilities, we are required to make judgments regarding these items’ fair values. Different persons in possession of the same facts may reasonably arrive at different conclusions as to the inputs to be applied in valuing these assets and liabilities and their fair values. Such differences may result in significantly different fair value measurements. Likewise, due to the general illiquidity of some of these assets, subsequent transactions may be at values significantly different from those reported.

Because the fair value of “Level 3” fair value assets and liabilities are difficult to estimate, our valuation process includes performance of these items’ fair value estimation by specialized staff with significant senior management oversight. We have assigned the responsibility for estimating the fair values of non-interest rate lock commitment (“IRLC”) “Level 3” fair value assets and liabilities to our capital markets valuation staff, which is responsible for valuing and monitoring these items and maintenance of our valuation policies and procedures for non- IRLC assets and liabilities. The capital markets valuation staff reports valuations to our management valuation subcommittee responsible for monitoring and overseeing valuations. Our management valuation subcommittee includes the Company’s chief financial, credit, investment and capital markets officers as well as other members of the Company’s finance, capital markets and risk management staffs.

The fair value of our IRLCs is developed by our capital markets risk management staff and is reviewed by our capital markets operations group.

Following is a discussion of our approach to measuring the balance sheet items that are most affected by “Level 3” fair value estimates.

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Interest Rate Lock Commitments

Our net gains on loans held for sale include our estimates of the gains or losses we expect to realize upon the sale of loans we have contractually committed to fund or purchase but have not yet funded, purchased or sold. We recognize a substantial portion of our net gains on loans held for sale at fair value before we fund or purchase the loans as the result of these commitments. We call these commitments interest rate lock commitments or IRLCs. We recognize the fair value of IRLCs at the time we make the commitment to the correspondent seller, broker or loan applicant and adjust the fair value of such IRLCs as the loan approaches the point of funding or purchase or the prospective transaction is canceled.

We carry IRLCs as either Derivative assets or Derivative liabilities on our consolidated balance sheet. The fair value of an IRLC is transferred to Loans held for sale at fair value when the loan is funded or purchased.

An active, observable market for IRLCs does not exist. Therefore, we measure the fair value of IRLCs using methods we believe that market participants use in pricing IRLCs. We estimate the fair value of IRLCs based on observable Agency MBS prices, our estimates of the fair value of the MSRs we expect to receive in the sale of the loans and the probability that we will fund or purchase the loans (the “pull-through rate”).

Pull-through rates and MSR fair values are based on our estimates as these inputs are difficult to observe in the marketplace. Market interest rates and our estimate of the probability that a loan will be funded are updated as the loans move through the funding or purchase process and as market interest rates change and these updates may result in significant changes to our estimates of the fair value of the IRLCs. Such changes are reflected in the change in fair value of IRLCs which is a component of our Net gains on loans held for sale at fair value in the period of the change. The financial effects of changes in these inputs are generally inversely correlated. Increasing interest rates have a positive effect on the fair value of the MSR component of IRLC fair value but increase the pull-through rate for the loan principal and interest payment cash flow component, which decreases in fair value.

A shift in our assessment of an input to the valuation of IRLCs can have a significant effect on the amount of Net gains on loans held for sale at fair value for the period. We believe that the most significant “Level 3” fair value input to the measurement of IRLCs is the pull-through rate. At December 31, 2025, we held $124.9 million of net IRLC assets at fair value. Following is a quantitative summary of the effect of changes in the pull-through rate input on the fair value of IRLCs at December 31, 2025:

Change in input (1)

Effect on fair value of IRLC of a change in pull-through rate (2)

(in thousands)

(20)

%

$

(34,366)

(10)

%

$

(17,180)

(5)

%

$

(8,587)

5

%

$

7,282

10

%

$

13,753

20

%

$

25,452

(1) The upward shift in input amount on a per-loan basis is limited to the amount of shift required to reach a 100% pull-through rate.

(2) This analysis holds constant all of the other inputs to show an estimate of the effect on fair value of a change in the pull-through rate. We expect that in a market shock event, multiple inputs would be affected and the effects of these changes may compound or counteract each other. Therefore, this analysis is not a projection of the effects of a shock event or a change in our estimate of an input and should not be relied upon as an earnings projection.

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Loans Held for Sale

We carry loans at their fair values. We recognize changes in the fair value of loans in current period income as a component of Net gains on loans held for sale at fair value. How we estimate the fair value of loans is based on whether the loans are saleable into active markets with observable fair value inputs.

We categorize loans that are saleable into active markets as “Level 2” fair value assets. We estimate the fair value of such loans using their quoted market price or market price equivalent. At December 31, 2025, we held $8.8 billion of such loans.

We categorize loans that are not saleable into active markets as “Level 3” fair value assets. “Level 3” fair value loans are comprised of:

- Closed-end second lien mortgage loans. We produce closed-end second lien mortgage loans that do not have an active market with observable inputs that are significant to the estimation of their fair value. At December 31, 2025, we held $156.0 million at fair value of such loans.

- Ginnie Mae early buyout (“EBO”) loans. We may purchase certain delinquent government guaranteed or insured loans from Ginnie Mae guaranteed securitizations included in our loan servicing portfolio. Our right to purchase such loans arises as the result of the loan being at least three months delinquent when we buy the loan. Our ability to purchase delinquent loans provides us with an alternative to our obligation to continue advancing principal and interest at the coupon rate of the related Ginnie Mae security. Such repurchased loans are referred to as EBO loans and may be resold to investors and thereafter may be repurchased to the extent eligible for resale into a new Ginnie Mae guaranteed security. Such eligibility occurs when a repurchased loan either becomes current through completion of a modification of its terms or otherwise after three months of timely payments and when the issuance date of the new security into which the loan is placed is at least 120 days after the date the loan was last delinquent. At December 31, 2025, we held $127.9 million at fair value of such loans.

- Loans with defects. Certain of our loans may become non-saleable into active markets due to our identification of one or more defects or we may repurchase defective loans subject to representations and warranties. At December 31 2025, we held $23.8 million at fair value of such loans.

We use a discounted cash flow model to estimate the fair value of “Level 3” fair value loans. The significant unobservable inputs used in the fair value measurement of our “Level 3” fair value loans held for sale are discount rates, home price projections and prepayment speeds. Significant changes in any of those inputs in isolation could result in a significant change to the loans’ fair value measurements.

Mortgage Servicing Rights and Mortgage Servicing Liabilities

MSRs and MSLs represent the fair value assigned to contracts that obligate us to service the mortgage loans on behalf of the owners of the mortgage loans in exchange for servicing fees and the right to collect certain ancillary income. We recognize MSRs and MSLs at our estimate of the fair value of the contract to service the loans.

We include changes in the fair value of MSRs and MSLs in current period income as a component of Net loan servicing fees—Change in fair value of mortgage servicing rights and mortgage servicing liabilities. Both our estimate of the change in fair value attributable to realization of cash flows and of other changes in fair value are affected by changes in fair value inputs. In the year ended December 31, 2025, we recognized a $1.4 billion net decrease in fair value of MSRs and MSLs: $1.2 billion of decrease due to realization of cash flows underlying the fair value of MSRs and MSLs and $251.7 million of decrease due to changes in fair value inputs.

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We estimate fair value of MSRs and MSLs using a discounted cash flow approach. Beginning in the third quarter of 2025, we enhanced our discounted cash flow approach to estimate the period-end fair value of our MSRs with the adoption of an Option-Adjusted Spread (“OAS”) discounted cash flow model. The OAS model allows us to account for the likelihood of interest rates moving along different paths as economic conditions change in our assessment of the fair value of MSRs as opposed to a single assumed rate path.

We believe the most significant “Level 3” fair value inputs to the valuation of MSRs and MSLs are the prepayment speed, OAS or pricing spread (the OAS and pricing spread are components of the discount rate) and annual per-loan cost of servicing. A shift in the market for MSRs and MSLs or a change in our assessment of an input to the valuation of MSRs and MSLs can have a significant effect on their fair value and in our income for the period. The net fair value of MSRs and MSLs that we held at December 31, 2025 was $9.6 billion.

Following is a summary of the effect on fair value of MSRs of various changes to these key inputs at December 31, 2025:

Effect on fair value of MSRs and MSLs of a change in input value (1)

Change in input

  ​ ​

Prepayment speed

  ​ ​

Option-adjusted spread

  ​ ​

Servicing cost

 

(in thousands)

(20)

%

$

747,036

$

403,992

$

202,122

(10)

%

$

358,322

$

197,480

$

101,061

(5)

%

$

175,589

$

97,647

$

50,531

5

%

$

(168,856)

$

(95,530)

$

(50,531)

10

%

$

(331,359)

$

(189,008)

$

(101,061)

20

%

$

(638,689)

$

(370,059)

$

(202,122)

(1) This analysis holds constant all of the inputs other than the input that is being changed in order to show an estimate of the effect on fair value of a change in a specific input. We expect that in a market shock event, multiple inputs would be affected and the effects of these changes may compound or counteract each other. Therefore, these analyses are not projections of the effects of a shock event or a change in our estimate of an input and should not be relied upon as earnings projections.

Accounting Developments

Refer to Note 3 – Significant Accounting Policies ‒ Recently Issued Accounting Pronouncement Adopted in 2025 to our consolidated financial statements for a discussion of recent accounting developments and the expected effect on the Company.

Business Trends

Recent macroeconomic trends and U.S. federal government actions with respect to trade, tariffs, government cost reduction initiatives, inflation and interest rates have led to significant volatility in financial markets and uncertainty regarding the economic outlook. Elevated interest rates in recent years have constrained growth in the size of the mortgage origination market, which is currently projected to increase from $1.9 trillion in 2025 to $2.3 trillion in 2026 according to mortgage industry economists.

The opportunity for refinancing has increased recently, driven by interest rate volatility and a greater proportion of outstanding mortgages with note rates near current market rates. If such interest rate volatility continues, it may drive greater mortgage production activity and higher prepayment speeds. Towards the end of the fourth quarter of 2025, we experienced higher prepayment speeds and increased runoff of MSRs that outpaced the growth of our production-related income. The current economic uncertainty and market volatility may also lead to a reduction in economic activity and slowing home price growth or depreciation, which could lead to increasing mortgage delinquencies or defaults and increased losses relating to the representations and warranties we provide in our loan sale transactions.

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We expect to sell a portion of our conventional conforming correspondent loan production and all of our non-agency loans to PMT in the first quarter of 2026.

Results of Operations

Our results of operations are summarized below:

Year ended December 31, 

 

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

 

(dollars in thousands except per share amounts)

Revenues:

Loan production revenues (1)

$

1,331,393

$

1,029,359

$

719,887

Net loan servicing fees

705,699

533,655

642,600

Net interest expense

(36,108)

(25,782)

(4,853)

Other

45,552

56,499

44,022

Total net revenues

2,046,536

1,593,731

1,401,656

Expenses:

Compensation

782,916

632,738

576,964

Loan origination

251,990

164,092

114,500

Technology

162,604

149,547

143,152

Servicing

122,626

105,997

69,433

Marketing and advertising

46,140

21,969

17,631

Legal settlements

1,591

162,770

Other

128,843

116,771

133,575

Total expenses

1,495,119

1,192,705

1,218,025

Income before provision for income taxes

551,417

401,026

183,631

Provision for income taxes

50,340

89,603

38,975

Net income

$

501,077

$

311,423

$

144,656

Earnings per share

Basic

$

9.69

$

6.11

$

2.89

Diluted

$

9.30

$

5.84

$

2.74

Return on average stockholders' equity

12.4%

8.5%

4.1%

Dividends declared per share

$

1.20

$

1.00

$

0.80

Income before provision for income taxes by reportable segment and corporate and other:

Production

$

369,920

$

311,231

$

116,078

Servicing

324,893

205,002

368,392

Corporate and other

(143,396)

(115,207)

(300,839)

$

551,417

$

401,026

$

183,631

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization
("Adjusted EBITDA") (3)

$

1,128,726

$

1,076,393

$

701,162

During the year:

Interest rate lock commitments issued (2)

$

152,627,450

$

114,813,116

$

92,766,499

Unpaid principal balance of loans originated and purchased by PFSI and fulfilled for PMT

$

146,102,988

$

115,819,663

$

99,435,041

Common stock closing per share prices:

High

$

136.06

$

116.58

$

92.93

Low

$

89.28

$

83.31

$

55.82

At end of year

$

133.26

$

101.38

$

88.37

At end of year:

Interest rate lock commitments outstanding

$

13,474,638

$

7,801,677

$

6,349,628

Unpaid principal balance of loan servicing portfolio:

Owned:

Mortgage servicing rights and liabilities

$

462,035,445

$

426,074,748

$

370,269,011

Loans held for sale

8,930,477

8,128,914

4,294,689

470,965,922

434,203,662

374,563,700

Subserviced for:

PMT

226,774,067

230,753,581

232,653,069

Interim servicing

24,257,095

806,584

Other non-affiliates

11,616,738

262,647,900

231,560,165

232,653,069

$

733,613,822

$

665,763,827

$

607,216,769

Book value per share

$

82.77

$

74.54

$

70.52

(1) Includes Net gains on loans held for sale at fair value, Loan origination fees and Fulfillment fees from PennyMac Mortgage Investment Trust.

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(2) Amounts exclude interest rate locks for loans to be fulfilled for PMT.

(3) To provide investors with information in addition to our results as determined by GAAP, we disclose Adjusted EBITDA as a non-GAAP measure. Adjusted EBITDA is a measure that is frequently used in our industry to measure performance and we believe that this measure provides supplemental information that is useful to investors. Adjusted EBITDA is not a financial measure calculated in accordance with GAAP and should not be considered as a substitute for net income or any other performance measure calculated in accordance with GAAP.

We define “Adjusted EBITDA” as net income plus provision for income taxes, depreciation and amortization, excluding decrease (increase) in fair value of MSRs net of MSLs, due to changes in the valuation inputs we use in our valuation models, hedging losses (gains) associated with MSRs, stock-based compensation and interest expense on corporate debt or corporate revolving credit facilities and capital lease and non-recurring items such as significant awards of damages against us due to litigation.

We believe that the presentation of Adjusted EBITDA provides useful information to investors regarding our results of operations because each measure assists both investors and management in analyzing and benchmarking the performance and value of our business. However, other companies may define Adjusted EBITDA differently, and as a result, our measures of Adjusted EBITDA may not be directly comparable to those of other companies.

Adjusted EBITDA measures have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

they do not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments;

they do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt; and

they are not adjusted for all non-cash income or expense items that are reflected in our consolidated statements of cash flows.

Because of these limitations, Adjusted EBITDA measures are not intended as alternatives to net income as an indicator of our operating performance and should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations.

The following table presents a reconciliation of Adjusted EBITDA to our net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, for each of the years indicated:

Year ended December 31, 

 

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

Net income

$

501,077

$

311,423

$

144,656

Provision for income taxes

50,340

89,603

38,975

Income before provision for income taxes

551,417

401,026

183,631

Depreciation and amortization

54,392

55,984

53,214

Decrease (increase) in fair value of MSRs net of MSLs due to changes in valuation inputs used in valuation models

251,672

(407,388)

(56,807)

Hedging (gains) losses associated with MSRs

(56,546)

832,483

236,778

Stock‑based compensation

36,229

20,868

27,582

Interest expense on corporate debt

291,562

184,304

98,396

Effect of non-recurring gain from joint venture and arbitration accrual

(10,884)

158,368

Adjusted EBITDA

$

1,128,726

$

1,076,393

$

701,162

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Comparison of the years ended December 31, 2025, 2024 and 2023

Income Before Provisions for Income Taxes

In the year ended December 31, 2025, we recorded income before provision for income taxes of $551.4 million, an increase of $150.4 million, or 38%, from 2024. The increase was due to a $302.0 million increase in production revenues (net gains on sales of loans, loan origination fees and fulfillment fees) primarily due to higher production volumes and a $172.0 million increase in Net loan servicing fees resulting from growth in servicing fees, partially offset by a $302.4 million increase in total expenses. The increase in the total expense was primarily due to increases in compensation and loan origination expenses.

In the year ended December 31, 2024, we recorded income before provision for income taxes of $401.0 million, an increase of $217.4 million, or 118%, from 2023. The increase was due to a $309.5 million increase in production revenues primarily due to higher production volumes and gain on sale margins and a $25.3 million decrease in total expenses, partially offset by a $108.9 million decrease in Net loan servicing fees reflecting decreased valuation of our MSRs, net of hedging results primarily due to higher hedging costs. The decrease in the total expense was primarily due to decreases in legal settlements and professional services relating to a claim against us by Black Knight Servicing Technologies, LLC, partially offset by increases in compensation, loan origination and servicing expenses.

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Table of Contents

Net gains on loans held for sale at fair value

In the year ended December 31, 2025, we recognized Net gains on loans held for sale at fair value totaling $1.1 billion, as compared to $817.4 million and $545.9 million in 2024 and 2023, respectively. The increase in Net gains on loans held for sale at fair value for the year ended December 31, 2025 compared to 2024 was primarily due to increased volumes across all production channels. The increase in Net gains on loans held for sale at fair value for the year ended December 31, 2024 compared to 2023 was primarily due to increased volumes and gain on sale margins across all production channels.

Our net gains on loans held for sale are summarized below:

Year ended December 31, 

 

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

 

(in thousands)

From non-affiliates:

Cash losses:

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Loans

$

(1,503,302)

$

(1,731,125)

$

(1,337,613)

Hedging activities

(539,291)

495,429

(99,515)

Total cash losses

(2,042,593)

(1,235,696)

(1,437,128)

Non-cash gains:

Changes in fair values of loans and derivative financial instruments outstanding at end of year:

Interest rate lock commitments

91,363

(56,028)

63,749

Loans

(91,558)

71,226

(71,425)

Hedging derivatives

137,623

(244,124)

146,456

137,428

(228,926)

138,780

Mortgage servicing rights resulting from loan sales

2,940,455

2,280,830

1,849,957

Provisions for losses relating to representations and warranties:

Pursuant to loan sales

(17,189)

(16,486)

(12,997)

Reductions in liability due to changes in estimate

7,945

13,579

9,115

Total non-cash gains

3,068,639

2,048,997

1,984,855

Total gains on sale from non-affiliates

1,026,046

813,301

547,727

From PennyMac Mortgage Investment Trust

45,708

4,067

(1,784)

$

1,071,754

$

817,368

$

545,943

During the year:

Interest rate lock commitments issued (1):

By loan type:

Government-insured or guaranteed

$

70,433,573

$

58,134,977

$

50,202,197

Conventional conforming

74,090,145

52,781,188

41,388,408

Jumbo

5,783,682

2,190,238

154,899

Closed-end second lien mortgage

2,320,050

1,706,713

1,020,995

$

152,627,450

$

114,813,116

$

92,766,499

By production channel:

Correspondent

$

103,410,807

$

83,669,855

$

73,949,658

Broker direct

28,149,824

17,424,790

11,149,351

Consumer direct

21,066,819

13,718,471

7,667,490

$

152,627,450

$

114,813,116

$

92,766,499

At end of year:

Loans held for sale at fair value

$

9,123,410

$

8,217,468

$

4,420,691

Commitments to fund and purchase loans

$

13,474,638

$

7,801,677

$

6,349,628

(1) Amounts exclude interest rate locks for loans to be fulfilled for PMT.

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Non-Cash Elements of Gain on Sale of Loans Held for Sale

Our gains on loans held for sale include both cash and non-cash elements. We recognize a significant portion of our gains on loans held for sale when we make commitments to purchase or fund mortgage loans. We recognize this gain in the form of IRLCs. We adjust our initial gain estimate as the loan purchase or origination process progresses until the loan is either funded or cancelled. We also receive non-cash proceeds on sale that include our estimate of the fair value of MSRs and we incur liabilities for MSLs (which represent the fair value of the costs we expect to incur in excess of the fees we receive to service the EBO loans we have resold) and for the fair value of our estimate of the losses we expect to incur relating to the representations and warranties we provide in our loan sale transactions.

The MSRs, MSLs, and liability for representations and warranties we recognize represent our estimate of the fair value of future benefits and costs we will realize for years in the future. These estimates represented approximately 273% of our gain on sale of loans at fair value for the year ended December 31, 2025, as compared to 279% and 338% in 2024 and 2023, respectively. These estimates change as circumstances change and changes in these estimates are recognized in income in subsequent periods.

Interest Rate Lock Commitments, Mortgage Servicing Rights and Mortgage Servicing Liabilities

The methods and key inputs we use to measure and update our measurements of IRLCs, MSRs and MSLs is detailed in Note 6 – Fair value – Valuation Techniques and Inputs to the consolidated financial statements included in this Annual Report.

Representations and Warranties

Our agreements with the purchasers and insurers include representations and warranties related to the loans we sell. The representations and warranties require adherence to purchaser and insurer origination and underwriting guidelines, including but not limited to the validity of the lien securing the loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local law.

In the event of a breach of our representations and warranties, we may be required to either repurchase the loans with the identified defects or indemnify the purchaser or insurer against future credit losses. In such cases, we bear any subsequent credit loss on the loans. Our credit loss may be reduced by any recourse we have to correspondent originators that sold such loans to us and breached similar or other representations and warranties. In such event, we have the right to seek a recovery of related repurchase losses from that correspondent seller.

Our representations and warranties are generally not subject to stated limits of exposure. However, we believe that the current UPB of loans sold by us and subject to representation and warranty liability to date represents the maximum exposure to repurchases related to representations and warranties.

The level of the liability for losses under representations and warranties is difficult to estimate and requires considerable judgment. The level of loan repurchase losses is dependent on economic factors, purchaser or insurer loss mitigation strategies, and other external conditions that may change over the lives of the underlying loans. Our estimate of the liability for representations and warranties is developed by our credit risk administration staff and presented each quarter to our Management Risk Committee that includes our senior executives and senior management in our loan production, loan servicing, and credit risk management areas.

The method used to estimate our losses on representations and warranties is a function of our estimate of future defaults, loan repurchase rates, the severity of loss in the event of default, if applicable, and the probability of reimbursement by the correspondent loan seller. We establish a liability at the time loans are sold and periodically assess the adequacy of our recorded liability.

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In the years ended December 31, 2025, 2024, and 2023 we recorded provisions for losses under representations and warranties relating to current loan sales as a component of Net gains on loans held for sale at fair value totaling $17.2 million, $16.5 million, and $13.0 million, respectively. The increase in provision relating to current loan sales from the year ended December 31, 2025 compared to the years ended December 31, 2024 and 2023 reflects the increase in our loan production volume in 2025.

We also recorded reductions in the liability relating to previously sold loans of $7.9 million, $13.6 million, and $9.1 million, for the years ended December 31, 2025, 2024 and 2023, respectively. The reductions in the liability relating to previously sold loans resulted from those loans meeting performance criteria established by the Agencies which significantly limits the likelihood of certain repurchase or indemnification claims.

Following is a summary of mortgage loan indemnification and repurchase activity and the unpaid balance of mortgage loans subject to representations and warranties:

Year ended December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

During the year:

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Indemnification activity:

Loans indemnified at beginning of year

$

101,867

$

75,724

$

35,961

New indemnifications

27,302

32,559

43,469

Less indemnified loans sold, repaid or refinanced

9,039

6,416

3,706

Loans indemnified at end of year

$

120,130

$

101,867

$

75,724

Repurchase activity:

Total loans repurchased

$

113,824

$

89,749

$

50,327

Less:

Loans repurchased by correspondent lenders

70,905

58,855

23,327

Loans repaid by borrowers or resold

34,568

24,335

72,511

Net loans repurchased (resolved) with losses chargeable to liability for representations and warranties

$

8,351

$

6,559

$

(45,511)

Losses charged to liability for representations and warranties

$

3,479

$

4,566

$

5,515

At end of year:

Unpaid principal balance of loans subject to representations and warranties

$

490,792,523

$

413,382,503

$

354,423,684

Liability for representations and warranties

$

34,894

$

29,129

$

30,788

In the year ended December 31, 2025, we repurchased loans with unpaid principal balances totaling $113.8 million and charged $3.5 million in net incurred losses relating to repurchases against our liability for representations and warranties. Our losses arising from representations and warranties have historically been reduced by our ability to either recover most of the losses from our correspondent sellers or from our ability to profitably refinance and resell repurchased loans.

If the outstanding balance of loans we purchase and sell subject to representations and warranties increases, the loans sold continue to season, economic conditions change, correspondent lenders become unwilling or unable to repurchase defective loans, or investor and insurer loss mitigation strategies change, the level of repurchase and loss activity may increase. Furthermore, as economic conditions, such as interest rates, home values and borrower default rates change, our realized loss rates may increase. Such increases may require us to adjust our estimate of future losses relating to loans previously sold. Such increased loss estimates would be recognized in Net gains on loans held for sale at fair value in the period we recognize the change.

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Elevated interest rate levels may affect certain of our correspondent sellers’ ability to honor their obligations to repurchase defective loans, may increase the level of borrower defaults and may increase the level of repurchases we are required to make. We expect these developments may increase the losses we incur in relation to our recorded liability for representations and warranties compared to our historical experience. However, we believe our recorded liability is presently adequate to absorb such losses.

Loan origination fees

Following is a summary of our loan origination fees:

Year ended December 31, 

 

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

 

(in thousands)

Loan origination fee revenue

$

235,835

$

185,700

$

146,118

Unpaid principal balance of loans purchased and originated for sale to non-affiliates

$

139,526,158

$

102,373,179

$

84,536,740

Loan origination fees increased $50.1 million and $39.6 million in the year ended December 31, 2025 and 2024, respectively, compared to 2024 and 2023, respectively, primarily due to increases in volume across all production channels.

Fulfillment fees from PennyMac Mortgage Investment Trust

Following is a summary of our fulfillment fees:

Year ended December 31, 

 

2025

2024

2023

 

(in thousands)

Fulfillment fee revenue

$

23,804

$

26,291

$

27,826

Unpaid principal balance of loans fulfilled subject to fulfillment fees

$

12,893,224

$

13,446,484

$

14,898,301

Average fulfillment fee rate (in basis points)

18

20

19

Fulfillment fees from PMT represent fees we collect for services we perform on behalf of PMT in connection with the acquisition, packaging and sale of loans. We charge fulfillment fees based on the number of loans we lock and fulfill for PMT.

Fulfillment fees decreased $2.5 million and $1.5 million in the years ended December 31, 2025 and 2024, respectively, compared to 2024 and 2023, respectively, primarily due to decreases in correspondent loan production volumes for PMT’s account.

Net loan servicing fees

Our net loan servicing fee income has two primary components: fees earned for servicing the loans and the effects of MSR and MSL valuation changes, net of hedging results as summarized below:

Year ended December 31, 

 

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

Loan servicing fees

$

1,976,845

$

1,716,228

$

1,403,599

Subservicing fees

85,588

83,252

81,347

Effects of MSRs and MSLs net of hedging results

(1,356,734)

(1,265,825)

(842,346)

Net loan servicing fees

$

705,699

$

533,655

$

642,600

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Loan Servicing Fees

Following is a summary of our loan servicing fees:

Year ended December 31, 

 

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

From owned servicing

$

1,776,557

$

1,529,452

$

1,268,650

Subservicing:

From PennyMac Mortgage Investment Trust

84,432

83,252

81,347

From non-affiliates

1,156

85,588

83,252

81,347

Other:

Late charges

95,514

85,390

65,781

Other

104,774

101,386

69,168

200,288

186,776

134,949

$

2,062,433

$

1,799,480

$

1,484,946

Average UPB of loans serviced:

MSRs and MSLs

$

455,045,525

$

396,588,047

$

338,373,762

Subservicing

$

236,486,530

$

231,303,048

$

234,303,254

Loan servicing fees from non-affiliates generally relate to our MSRs which are primarily related to servicing we provide for loans included in Agency securitizations. These fees are contractually established at an annualized percentage of the unpaid principal balance of the loan serviced and we collect these fees from borrower payments. Loan servicing fees from PMT are primarily related to PMT’s MSRs and are established at monthly per-loan amounts based on whether the loan is a fixed-rate or adjustable-rate loan and the loan’s delinquency or foreclosure status as detailed in Note 4 – Transactions with Related Parties to the consolidated financial statements included in this Annual Report. Subservicing fees from non-affiliates are based upon rates negotiated between the Company and the owner of the servicing rights at the time a subservicing agreement is entered into. Other loan servicing fees are comprised primarily of borrower-contracted fees such as late charges and reconveyance fees and fees charged to correspondent lenders relating to loans that are repaid shortly after we purchase them.

The increases in loan servicing fees from non-affiliates for the year ended December 31, 2025, compared to 2024 and 2023, were primarily due to growth of our loan servicing portfolio. The increase in other loan servicing fees for the year ended December 31, 2025 compared to 2024 and 2023 were primarily due to growth in late charges and in incentive fees we receive for effecting modifications of delinquent loans.

Effects of Mortgage Servicing Rights and Mortgage Servicing Liabilities Net of Hedging Results

We have elected to carry our servicing assets and liabilities at fair value. Changes in fair value have two components: changes due to realization of the contractual servicing fees and changes due to changes in market inputs used to estimate the fair value of MSRs and MSLs. We endeavor to moderate the effects of changes in fair value by entering into derivative transactions and holding principal-only stripped mortgage-backed securities.

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Change in fair value of MSR, MSL and ESS and the related hedging results are summarized below:

Year ended December 31, 

 

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

MSR and MSL valuation changes and hedging results:

Changes in fair value attributable to changes in fair value inputs

$

(251,672)

$

407,388

$

56,807

Hedging results

56,546

(832,483)

(236,778)

(195,126)

(425,095)

(179,971)

Changes in fair value attributable to realization of cash flows

(1,161,608)

(840,730)

(662,375)

Total change in fair value of mortgage servicing rights and mortgage servicing liabilities net of hedging results

$

(1,356,734)

$

(1,265,825)

$

(842,346)

Average balances:

Mortgage servicing rights

$

9,337,003

$

7,828,518

$

6,552,321

Mortgage servicing liabilities

$

1,626

$

1,724

$

1,938

At end of year:

Mortgage servicing rights

$

9,598,941

$

8,744,528

$

7,099,348

Mortgage servicing liabilities

$

1,572

$

1,683

$

1,805

Changes in the fair value of MSRs and MSLs attributable to changes in fair value inputs decreased in the year ended December 31, 2025 compared to 2024 and 2023 primarily due to the effect on fair value of a decrease in interest rates during 2025 compared to the higher rate environments in 2024 and 2023. Decreasing interest rates increase the rate of prepayments of the underlying loans associated with the servicing rights, which decreases the cash flows expected from the servicing rights, while increasing interest rates have the opposite effect.

Hedging results reflect valuation losses attributable to the effects of interest rate decreases on the fair value of the hedging instruments, as well as the embedded costs of maintaining the hedge positions in the years ended December 31, 2025, 2024 and 2023.

Changes in realization of cash flows are influenced by changes in the level of servicing assets and liabilities and changes in estimates of the remaining cash flows to be realized. Realization of cash flows increased in the year ended December 31, 2025 compared to 2024 and 2023 due to both the growth in our investment in MSRs and the effect of increased expected and realized prepayment speeds that increases the projected rate of realization of future cash flows on the MSR asset.

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Following is a summary of our loan servicing portfolio:

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

(in thousands)

Owned:

Mortgage servicing rights and liabilities

Originated

$

448,035,447

$

410,393,342

Purchased and assumed

13,999,998

15,681,406

462,035,445

426,074,748

Loans held for sale

8,930,477

8,128,914

470,965,922

434,203,662

Subserviced for:

PennyMac Mortgage Investment Trust

226,774,067

230,745,995

Interim servicing

24,257,095

806,584

Other non-affiliates

11,616,738

262,647,900

231,552,579

Total loans serviced

$

733,613,822

$

665,763,827

Delinquencies:

Owned servicing:

30-89 days

$

18,562,892

$

17,933,800

90 days or more

11,364,962

9,023,217

$

29,927,854

$

26,957,017

Subservicing:

30-89 days

$

4,018,484

$

2,673,329

90 days or more

1,922,015

1,319,190

$

5,940,499

$

3,992,519

Following is a summary of characteristics of our MSR and MSL servicing portfolio as of December 31, 2025:

Average

Loan type

  ​

Unpaid
principal balance

  ​

Loan count

  ​

Note rate

  ​

Age
(months)

  ​

Remaining
maturity (months)

  ​

Loan size

  ​

FICO credit score at origination

  ​

Original LTV (1)

  ​

Current LTV (1)

  ​

60+ Delinquency (by UPB)

(Dollars and loan count in thousands)

Government insured or guaranteed (2):

FHA

$

161,035,931

741

4.9%

46

317

$

217

685

92%

72%

7.5%

VA

117,520,483

418

4.3%

42

317

$

281

732

91%

73%

2.1%

USDA

20,254,590

136

4.3%

64

300

$

149

701

98%

66%

5.9%

Government-sponsored entities:

Freddie Mac

81,456,332

227

6.0%

19

332

$

359

762

77%

71%

0.7%

Fannie Mae

64,875,535

197

5.3%

30

318

$

329

763

76%

65%

0.6%

Closed-end second lien mortgage loans

2,811,513

36

9.2%

12

250

$

78

745

19%

19%

0.3%

Other (3)

14,081,061

33

6.7%

13

346

$

425

775

75%

71%

0.3%

$

462,035,445

1,788

5.0%

37

320

$

258

726

86%

71%

3.6%

(1) Loan-to-Value

(2) Government loans include loans securitized in Ginnie Mae pools as well as loans sold to private investors.

(3) Represents conventional loans sold to private investors.

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Net Interest Expense

Net interest expense is summarized below:

Year ended December 31, 

 

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

Interest income:

Cash and short-term investment

$

43,366

$

56,252

$

68,457

Principal-only stripped mortgage-backed securities

47,009

26,035

Loans held for sale

435,335

326,697

279,506

Placement fees relating to custodial funds

396,645

383,798

284,877

Other

2,092

784

84

924,447

793,566

632,924

Interest expense:

Short-term debt

466,814

410,381

295,418

Long-term debt

414,369

348,465

309,481

Interest shortfall on repayments of mortgage loans serviced for Agency securitizations

63,825

46,385

21,538

Interest on mortgage loan impound deposits

12,201

11,298

9,795

Other

3,346

2,819

1,545

960,555

819,348

637,777

$

(36,108)

$

(25,782)

$

(4,853)

Net interest expense increased $10.3 million in the year ended December 31, 2025 compared to 2024. The increase was primarily due to:

an increase of $122.3 million in interest expense on borrowings due to the growth in our balance sheet;

an increase of $17.4 million in interest shortfall on repayments of loans serviced for Agency securitizations, reflecting increased loan payoffs as a result of increased borrower refinancing activity due to decreased interest rates during 2025 (when a borrower repays a loan, we are frequently responsible for paying the full month’s interest to the holders of the Agency securities that are backed by the loan regardless of the date the borrower repays the loan); and

a decrease of $ 12.9 million in interest income from cash balances primarily due to lower average balances; partially offset by

an increase of $108.6 million in interest income from loans held for sale reflecting higher average levels of inventory;

an increase of $21.0 million in interest income from principal-only stripped mortgage-backed securities; and

an increase of $12.8 million in placement fees we receive relating to custodial funds that we manage due to increased average outstanding balances.

Net interest expense increased $20.9 million in the year ended December 31, 2024 compared to 2023. The increase was primarily due to:

an increase of $153.9 million in interest expense on borrowings due to the growth in our balance sheet and an increase in the leverage of our balance sheet;

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an increase of $24.8 million in interest shortfall on repayments of loans serviced for Agency securitizations, reflecting higher loan payoffs as a result of increased borrower refinancing activity due to decreased interest rates during part of 2024; and

a decrease of $ 12.2 million in interest income from cash balances reflecting lower average balances; partially offset by

an increase of $98.9 million in placement fees we receive relating to custodial funds that we manage due to increased average outstanding balances and higher average placement fee rates;

an increase of $47.2 million in interest income from loans held for sale reflecting higher average levels of inventory; and

an increase of $26.0 million in interest income from principal-only stripped mortgage-backed securities purchased in 2024.

Management fees are summarized below:

Year ended December 31, 

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

Base management

  ​ ​ ​

$

27,649

  ​ ​ ​

$

28,623

  ​ ​ ​

$

28,762

Average net assets of PMT during the year

$

1,843,549

$

1,908,287

$

1,917,642

Management fees decreased $1.0 million and $139,000 in the year ended December 31, 2025 and 2024 compared to 2024 and 2023, respectively, reflecting the decrease in PMT’s average shareholders’ equity upon which its base management fees are based.

Expenses

Compensation

Our compensation expense is summarized below:

Year ended December 31, 

 

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

 

(dollars in thousands)

Salaries and wages

$

465,860

$

387,672

$

377,582

Incentive compensation

187,395

143,317

95,790

Taxes and benefits

93,432

80,881

76,010

Stock and unit-based compensation

36,229

20,868

27,582

$

782,916

$

632,738

$

576,964

Head count:

Average

4,759

4,107

4,115

Year end

5,241

4,455

3,914

Compensation expense increased $150.2 million in the year ended December 31, 2025 compared to 2024. The increase was primarily due to an increase in head count and increased incentive compensation reflecting higher loan production volume and higher company profitability, which resulted in increased bonus accruals.

Compensation expense increased $55.8 million in the year ended December 31, 2024, compared to 2023. The increase was primarily due to an increase in performance-based incentives in our mortgage banking business resulting from higher loan origination volumes and higher achievement of profitability targets as well as increases in cost of salaries.

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Loan origination

Loan origination expense increased $87.9 million and $49.6 million in the years ended December 31, 2025 and 2024 compared to 2024 and 2023, respectively, due to increased lending activities.

Marketing and advertising

Marketing and advertising expenses increased $24.2 million and $4.3 million in the years ended December 31, 2025 and 2024 compared to 2024 and 2023, respectively, primarily due to additional marketing expenses incurred as an Official Supporter of Team USA and increased marketing expenses for consumer direct lending.

Servicing

Servicing expense increased $16.6 million and $36.6 million in the years ended December 31, 2025 and 2024 compared to 2024 and 2023, respectively, primarily due to an increase in provision for losses on servicing advances resulting from higher delinquent loan balances during the years ended December 31, 2025 and 2024 compared to 2024 and 2023, respectively.

Technology

Technology expenses increased $13.1 million and $6.4 million in the years ended December 31, 2025 and 2024 compared to 2024 and 2023, respectively. The increases were primarily due to increases in virtual desktop and cloud-related expenses and a $4.6 million impairment of capitalized software recorded during the year ended December 31, 2025.

Provision for income taxes

For the years ended December 31, 2025, 2024 and 2023, our effective income tax rates were 9.1%, 22.3%, and 21.2%, respectively. The effective income tax rate for 2025 is lower compared to 2024 and 2023 due to the enactment of California Senate Bill 132, signed into law June 27, 2025 and effective January 1, 2025. The law requires financial institutions to apportion their California income using a single sales factor instead of a factor equally weighted with property, payroll and sales. Our effective income tax rate for 2025 includes a repricing of the net deferred tax liabilities resulting from this apportionment rule change along with a reduction in the booking tax rate.

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Balance Sheet Analysis

Following is a summary of key balance sheet items as of the dates presented:

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

(in thousands)

ASSETS

Cash and short-term investment

$

711,717

$

659,035

Principal-only stripped mortgage-backed securities

722,528

825,865

Loans held for sale at fair value

9,123,410

8,217,468

Derivative assets

187,775

113,076

Servicing advances, net

589,542

568,512

Mortgage servicing rights at fair value

9,598,941

8,744,528

Investments in and advances to affiliates

18,063

31,150

Loans eligible for repurchase

7,409,800

6,157,172

Other

1,026,913

770,081

Total assets

$

29,388,689

$

26,086,887

LIABILITIES AND STOCKHOLDERS' EQUITY

Short-term debt

$

9,490,620

$

9,181,719

Long-term debt

6,157,763

5,213,004

15,648,383

14,394,723

Liability for loans eligible for repurchase

7,409,800

6,157,172

Income taxes payable

1,184,020

1,131,000

Other

837,510

574,341

Total liabilities

25,079,713

22,257,236

Stockholders' equity

4,308,976

3,829,651

Total liabilities and stockholders' equity

$

29,388,689

$

26,086,887

Leverage ratios:

Total debt / Stockholders' equity

3.6

3.8

Total debt / Tangible stockholders' equity (1)

3.7

3.9

(1) Tangible stockholders’ equity represents total stockholders’ equity reduced by intangible assets, comprised of capitalized software, for the dates presented.

Total assets increased $3.3 billion from $26.1 billion at December 31, 2024 to $29.4 billion at December 31, 2025. The increase was primarily due to a $1.3 billion increase in loans eligible for repurchase, a $905.9 million increase in loans held for sale at fair value and a $854.4 million increase in MSRs.

Total liabilities increased by $2.8 billion from $22.3 billion as of December 31, 2024 to $25.1 billion at December 31, 2025. The increase was primarily due to a $945 million increase in long-term debt, along with increased short-term debt used to fund our inventory of loans held for sale and a $1.3 billion increase in liability for loans eligible for repurchase.

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Cash Flows

Our cash flows for the three years ended December 31, 2025 are summarized below:

  ​ ​ ​

Year ended December 31, 

 

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

 

(in thousands)

Operating

$

(1,651,984)

$

(4,533,270)

$

(1,582,219)

Investing

552,493

 

(1,887,955)

 

(273,288)

Financing

1,162,689

 

5,721,336

 

1,465,339

Net increase (decrease) in cash

$

63,198

$

(699,889)

$

(390,168)

Operating activities

Net cash used in operating activities totaled $1.7 billion, $4.5 billion and $1.6 billion in the years ended December 31, 2025, 2024, and 2023, respectively. Our cash flows from operating activities are primarily influenced by changes in the levels of our inventory of loans held for sale as shown below:

  ​ ​ ​

Year ended December 31, 

2025

2024

  ​ ​ ​

2023

(in thousands)

Cash flows from:

Loans held for sale

$

(2,648,202)

$

(5,273,630)

$

(2,190,009)

Other operating sources

996,218

740,360

607,790

$

(1,651,984)

$

(4,533,270)

$

(1,582,219)

Investing activities

Net cash provided by investing activities was $552.5 million in the year ended December 31, 2025, primarily comprised of a $615.2 million sale of MSRs, $193.1 million from the repayment of principal-only stripped mortgage-backed securities and $154.4 million in net settlement of derivative financial instruments used to hedge our investment in MSRs, partially offset by a $369.6 million increase in margin deposits.

Net cash used in investing activities was $1.9 billion in the year ended December 31, 2024, primarily comprised of $935.4 million in purchases of principal-only stripped mortgage-backed securities, $702.6 million in net settlement of derivative financial instruments used to hedge our investment in MSRs, a $410.3 million increase in short-term investment and a $116.3 million increase in margin deposits, partially offset by $298.7 million received from the sale and repayment of mortgage-backed securities.

Net cash used in investing activities was $273.3 million in the year ended December 31, 2023, primarily comprised of $242.0 million in net settlement of derivative financial instruments used to hedge our investment in MSRs, a $96.5 million increase in margin deposits and $31.2 million used in acquisition of capitalized software, partially offset by $98.1 million received from the sale of interest-only stripped securities.

Financing activities

Net cash provided by financing activities was $1.2 billion in the year ended December 31, 2025, primarily due to a $309.9 million increase in short-term borrowings and a $944.8 million increase in long-term borrowings. The increase in borrowings reflects the increase in inventory of loans held for sale and our investment in MSRs.

Net cash provided by financing activities was $5.7 billion in the year ended December 31, 2024, primarily due to a $5.0 billion increase in short-term borrowings and an $825.0 million increase in long-term borrowings. The increase in borrowings reflects the increase in inventory of loans held for sale and our investment in MSRs.

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Net cash provided by financing activities was $1.5 billion in the year ended December 31, 2023, primarily due to a $923.3 million increase in short-term borrowings and a $680 million increase in long-term borrowings. The increase in borrowings reflects the increase in inventory of loans held for sale and our investment in MSRs.

Liquidity and Capital Resources

Our liquidity reflects our ability to meet our current obligations (including our operating expenses and, when applicable, the retirement of, and margin calls relating to, our debt, and margin calls relating to hedges on our commitments to purchase or originate mortgage loans and on our MSR investments), fund new originations and purchases, and make investments as we identify them. We expect our primary sources of liquidity to be through cash flows from business activities, proceeds from bank borrowings, proceeds from and issuance of equity or debt offerings. We believe that our liquidity and capital resources are sufficient.

Our current borrowing strategy is to finance our assets where we believe such borrowing is prudent, appropriate and available. Our borrowing activities are in the form of sales of assets under agreements to repurchase, sales of mortgage loan participation purchase and sale certificates, notes payable, and unsecured senior notes. A significant amount of our borrowings have short-term maturities and provide for advances with terms ranging from 30 days to 364 days. Because a significant portion of our current debt facilities consist of short-term borrowings, we expect to renew these facilities in advance of maturity in order to ensure our ongoing liquidity and access to capital or otherwise allow ourselves sufficient time to replace any necessary financing.

Secured debt facilities for MSRs and servicing advances take various forms. Fannie Mae MSRs and Ginnie Mae MSRs and servicing advances are pledged to special purpose entities, each of which issues variable funding notes (“VFNs”) and may issue term notes and term loans that are secured by such Ginnie Mae or Fannie Mae assets. Term notes are issued to qualified institutional buyers under Rule 144A of the Securities Act and term loans are syndicated to banking entities, while the VFNs are sold to bank partners under agreements to repurchase. Freddie Mac MSRs are pledged to a single lender under a bi-lateral loan and security agreement.

On February 6, 2025, PFSI issued $850 million in 6.875% unsecured senior notes due in 2033 in a private placement to “qualified institutional buyers” under Rule 144A of the Securities Act.

On May 8, 2025, PFSI issued $850 million in 6.875% unsecured senior notes due in 2032 in a private placement to “qualified institutional buyers” under Rule 144A of the Securities Act.

On May 12, 2025, PFSI redeemed $650 million in 5.375% unsecured senior notes due in October 2025.

On June 20, 2025, PFSI, through its wholly-owned subsidiaries PNMAC, PLS and the Issuer Trust, redeemed $500 million of secured term notes due in May 2027 in a private placement.

On August 12, 2025, PFSI issued $650 million in 6.75% unsecured senior notes due in 2034 in a private placement to “qualified institutional buyers” under Rule 144A of the Securities Act.

On August 14, 2025, PFSI, through its wholly-owned subsidiaries PNMAC, PLS and the Issuer Trust, issued $300 million of secured term notes due in August 2030 in a private placement.

On August 25, 2025, PFSI, through its wholly-owned subsidiaries PNMAC, PLS and the Issuer Trust, partially redeemed $200 million of secured term loans due in February 2028.

Our repurchase agreements represent the sales of assets together with agreements for us to buy back the assets at a later date. The table below presents the average outstanding, maximum and ending balances:

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Year ended December 31, 

 

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

Average balance

$

7,336,946

$

5,474,998

$

3,701,448

Maximum daily balance

$

10,557,165

$

8,591,735

$

6,358,007

Balance at year end

$

8,801,215

$

8,692,756

$

3,769,449

The differences between the average and maximum daily balances on our repurchase agreements reflect the fluctuations throughout the years of our inventory as we fund and pool mortgage loans for sale in guaranteed mortgage securitizations.

Our debt repurchase agreements also contain margin call provisions that, upon notice from the applicable lender at its option, require us to transfer cash or, in some instances, additional assets in an amount sufficient to eliminate any margin deficit. A margin deficit will generally result from a decrease in the market value (as determined by the applicable lender) of the assets subject to the related financing agreement. Upon notice from the applicable lender, we will generally be required to satisfy the margin call on the day of such notice or within one business day thereafter, depending on the timing of the notice.

Our secured financing agreements at PLS require us to comply with various financial covenants. The most significant financial covenants currently include the following:

a minimum in unrestricted cash and cash equivalents of $100 million;

a minimum tangible net worth of $1.25 billion;

a maximum ratio of total liabilities to tangible net worth of 10:1; and

at least one other warehouse or repurchase facility that finances amounts and assets that are similar to those being financed under certain of our existing secured financing agreements.

With respect to servicing performed for PMT, PLS is also subject to certain covenants under PMT’s debt agreements. Covenants in PMT’s debt agreements are equally, or sometimes less, restrictive than the covenants described above.

PFSI has issued unsecured senior notes (the “Unsecured Notes”) to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended. The Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company’s existing and future wholly-owned domestic subsidiaries (other than certain excluded subsidiaries defined in the indentures under which the Unsecured Notes were issued).

Our Unsecured Notes contain covenants that limit our and our restricted subsidiaries’ ability to engage in specified types of transactions, including, but not limited to, the following:

pay dividends or distributions, redeem or repurchase equity, prepay subordinated debt and make certain loans or investments;
incur, assume or guarantee additional debt or issue preferred stock;
incur liens on assets;
merge or consolidate with another person or sell all or substantially all of our assets to another person;
transfer, sell or otherwise dispose of certain assets including capital stock of subsidiaries;
enter into transactions with affiliates; and

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allow to exist certain restrictions on the ability of our non-guarantor restricted subsidiaries to pay dividends or make other payments to us.

Although financial and other covenants limit the amount of indebtedness that we may incur and affect our liquidity through minimum cash reserve requirements, we believe that these covenants currently provide us with sufficient flexibility to successfully operate our business and obtain the financing necessary to achieve that purpose.

We are also subject to liquidity and net worth requirements established by the Federal Housing Finance Agency (“FHFA”) for Agency seller/servicers and Ginnie Mae for single-family issuers. FHFA and Ginnie Mae have established minimum liquidity and net worth requirements for their approved non-depository single-family sellers/servicers in the case of Fannie Mae, Freddie Mac, and Ginnie Mae for their approved single-family issuers, and Ginnie Mae has issued risk-based capital requirements. We believe that we are in compliance with the Agency’s requirements as of December 31, 2025.

We have a common stock repurchase program which allows us to repurchase common shares as further disclosed in Part II, Item 5 – Stock Repurchase Program. Share repurchases may be effected through open market purchases or privately negotiated transactions in accordance with applicable rules and regulations. The stock repurchase program does not have an expiration date and the authorization does not obligate us to acquire any particular amount of common stock. From inception through December 31, 2025, we have repurchased approximately $1.8 billion of common shares under our stock repurchase program.

We continue to explore a variety of means of financing our business, including debt financing through bank warehouse lines of credit, bank loans, repurchase agreements, securitization transactions and corporate debt. However, there can be no assurance as to how much additional financing capacity such efforts will produce, what form the financing will take or whether such efforts will be successful.

Debt Obligations

As described further above in “Liquidity and Capital Resources,” we currently finance certain of our assets through short-term borrowings with major financial institutions in the form of sales of assets under agreements to repurchase and mortgage loan participation purchase and sale agreements. We access the capital market for long-term debt through the issuance of secured notes payable and Unsecured Notes. The issuer under our secured term note facilities is PLS or a wholly-owned issuer trust guaranteed by PNMAC. In addition, PFSI has issued Unsecured Notes guaranteed by certain of its restricted wholly-owned subsidiaries.

PLS is required to comply with certain financial covenants, as described further above in “Liquidity and Capital Resources,” and various non-financial covenants customary for transactions of this nature. As of December 31, 2025, we believe PLS was in compliance in all material respects with these covenants.

Many of our debt financing agreements contain a condition precedent to obtaining additional funding that requires PLS to maintain positive net income for at least one of the previous two consecutive quarters, or other similar measures. PLS is compliant with all such conditions.

The financing agreements also contain margin call provisions that, upon notice from the applicable lender, require us to transfer cash or, in some instances, additional assets in an amount sufficient to eliminate any margin deficit. Upon notice from the applicable lender, we will generally be required to satisfy the margin call on the day of such notice or within one business day thereafter, depending on the timing of the notice.

In addition, the financing agreements contain events of default (subject to certain materiality thresholds and grace periods), including payment defaults, breaches of covenants and/or certain representations and warranties, cross-defaults, guarantor defaults, servicer termination events and defaults, material adverse changes, bankruptcy or insolvency proceedings and other events of default customary for these types of transactions. The remedies for such events of default are also customary for these types of transactions and include the acceleration of the principal amount outstanding under the agreements and the liquidation by our lenders of the mortgage loans or other collateral then subject to the agreements.

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Our borrowings have maturities as follows:

Outstanding

Total

Committed

Facility

Lender

  ​ ​ ​

indebtedness (1)

  ​ ​ ​

facility size (2)

  ​ ​ ​

facility (2)

  ​ ​ ​

Maturity date (2)

(dollar amounts in thousands)

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Loans sold under agreements to repurchase

Atlas Securitized Products, L.P.

$

2,991,222

$

2,991,222

$

300,000

December 10, 2027

Bank of America, N.A.

$

1,087,560

$

1,525,000

$

800,000

June 9, 2027

Royal Bank of Canada

$

534,163

$

1,000,000

$

500,000

November 10, 2026

JP Morgan Chase Bank, N.A.

$

505,234

$

505,234

$

June 28, 2026

Nomura Corporate Funding Americas

$

446,608

$

700,000

$

August 4, 2026

Citibank, N.A.

$

444,851

$

1,050,000

$

700,000

August 21, 2026

Wells Fargo Bank, N.A.

$

440,071

$

600,000

$

300,000

June 11, 2027

Morgan Stanley Bank, N.A.

$

407,678

$

700,000

$

350,000

October 22, 2027

BNP Paribas

$

342,500

$

600,000

$

250,000

September 30, 2026

Barclays Bank PLC

$

229,055

$

300,000

$

250,000

March 6, 2026

Goldman Sachs Bank USA

$

118,428

$

200,000

$

100,000

February 13, 2027

Mizuho Bank, Ltd.

$

99,588

$

250,000

$

125,000

October 14, 2026

JP Morgan Chase Bank, N.A. (Early buy out facility)

$

13,940

$

494,766

$

150,000

June 25, 2027

Servicing assets sold under agreements to repurchase

Atlas Securitized Products, L.P.

$

160,000

$

258,778

$

258,778

December 10, 2027

Nomura Corporate Funding Americas

$

150,000

$

550,000

$

550,000

September 9, 2026

Goldman Sachs Bank USA

$

50,000

$

550,000

$

200,000

October 25, 2026

Mizuho Bank, Ltd.

$

50,000

$

350,000

$

350,000

July 25, 2026

Mortgage-backed securities sold under agreements to repurchase

JP Morgan Chase Bank, N.A.

$

248,729

Santander US Capital Markets LLC

$

238,668

Wells Fargo Bank, N.A.

$

210,023

Bank of America, N.A.

$

32,897

Mortgage loan participation purchase and sale agreements

Bank of America, N.A.

$

697,087

$

750,000

$

June 10, 2026

Notes payable

GMSR 2023-GTL1 Loans

$

480,000

$

480,000

February 25, 2028

GMSR 2023-GTL2 Loans

$

125,000

$

125,000

October 25, 2028

GMSR 2024-GT1 Notes

$

425,000

$

425,000

March 26, 2029

GMSR 2025-GT1 Notes

$

300,000

$

300,000

August 26, 2030

Barclays FHLMC MSR Facility

$

$

200,000

$

100,000

March 6, 2026

Citibank, N.A. FHLMC MSR Facility

$

$

100,000

$

August 21, 2026

Unsecured senior notes

Unsecured Notes - 4.25%

$

650,000

February 15, 2029

Unsecured Notes - 5.75%

$

500,000

September 15, 2031

Unsecured Notes - 7.875%

$

750,000

December 15, 2029

Unsecured Notes - 7.125%

$

650,000

November 15, 2030

Unsecured Notes - 6.875%

$

850,000

February 15, 2033

Unsecured Notes - 6.875%

$

850,000

May 15, 2032

Unsecured Notes - 6.75%

$

650,000

February 15, 2034

(1) Outstanding indebtedness as of December 31, 2025.

(2) Total facility size, committed facility and maturity date include contractual changes through the date of this Report.

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The amount at risk (the fair value of the assets pledged plus the related margin deposit, less the amount advanced by the counterparty and accrued interest) relating to our assets sold under agreements to repurchase is summarized by counterparty below as of December 31, 2025:

Loans held for sale and MSRs

Weighted average

Counterparty

  ​ ​ ​

Amount at risk

  ​ ​ ​

maturity of advances  

  ​ ​ ​

Facility maturity

(in thousands)

Atlas Securitized Products, L.P., Goldman Sachs Bank USA, Nomura Corporate Funding Americas and Mizuho Bank, Ltd. (1)

$

6,642,963

March 6, 2027

March 6, 2027

Atlas Securitized Products, L.P.

$

267,343

April 17, 2026

December 10, 2027

Bank of America, N.A.

$

89,902

February 1, 2026

June 9, 2027

Royal Bank of Canada

$

33,291

January 28, 2026

November 10, 2026

JP Morgan Chase Bank, N.A.

$

31,391

April 9, 2026

July 7, 2026

Nomura Corporate Funding Americas

$

26,440

March 19, 2026

August 4, 2026

Citibank, N.A.

$

23,075

March 10, 2026

  ​ ​ ​

August 21, 2026

Morgan Stanley Bank, N.A.

$

24,184

March 16, 2026

October 22, 2027

Wells Fargo Bank, N.A.

$

19,335

March 14, 2026

June 11, 2027

BNP Paribas

$

17,721

March 21, 2026

September 30, 2026

Barclays Bank PLC

$

16,492

March 5, 2026

March 6, 2026

Mizuho Bank, Ltd.

$

9,213

May 25, 2026

October 14, 2026

Goldman Sachs Bank USA

$

6,754

March 18, 2026

February 13, 2027

(1) The borrowing facilities are in the form of a sale of a variable funding note under an agreement to repurchase. The facility maturity date represents a weighted average with maturity dates ranging from August 4, 2026 through December 10, 2027.

Principal-only stripped MBS

Counterparty

  ​ ​ ​

Amount at risk

  ​ ​ ​

Maturity

(in thousands)

Bank of America, N.A.

$

3,179

January 28, 2026

JP Morgan Chase Bank, N.A.

$

20,591

January 7, 2026

Wells Fargo Bank, N.A.

$

17,918

January 23, 2026

Santander US Capital Markets LLC

$

13,956

January 15, 2026

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices, real estate values and other market-based risks. The primary market risks that we are exposed to are fair value risk, interest rate and prepayment risk.

Fair Value Risk

Our IRLCs, principal-only stripped MBS, mortgage loans held for sale, MSRs and MSLs are reported at their fair values. The fair value of these assets fluctuates primarily due to changes in interest rates. The fair value risk we face is primarily attributable to interest rate risk and prepayment risk.

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Interest Rate Risk

Interest rate risk is highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control. Changes in interest rates affect both the fair value of, and interest income we earn from, our mortgage-related investments and our derivative financial instruments. This effect is most pronounced with fixed-rate mortgage assets.

In general, rising interest rates negatively affect the fair value of our IRLCs, inventory of mortgage loans held for sale, and principal-only stripped MBS and positively affect the fair value of our MSRs. Changes in interest rates significantly influence the prepayment speeds of the loans underlying our investments in MSRs, which can have a significant effect on their fair values. Changes in interest rate are most prominently reflected in the prepayment speeds of the loans underlying our investments in MSRs and the discount rate used in their valuation.

Our operating results will depend, in part, on differences between the income from our investments and our financing costs. Presently most of our secured debt financing is based on a floating rate of interest calculated on a fixed spread over the relevant index, as determined by the particular financing arrangement.

Prepayment Risk

To the extent that the actual prepayment rate on the mortgage loans underlying our MSRs differs from what we projected when we initially recognized these assets and liabilities when we measure fair value as of the end of each reporting period, the carrying value of these assets and liabilities will be affected. In general, a decrease in the principal balances of the mortgage loans underlying our MSRs or an increase in prepayment expectations will decrease our estimates of the fair value of the MSRs, thereby reducing net servicing income, partially offset by the beneficial effect on net servicing income of a corresponding reduction in the fair value of our MSLs and an increase in the fair value of our principal-only stripped MBS.

Risk Management Activities

We engage in risk management activities primarily in an effort to mitigate the effect of changes in interest rates on the fair value of our assets. To manage this price risk, we use derivative financial instruments acquired with the intention of moderating the risk that changes in market interest rates will result in unfavorable changes in the fair value of our assets, primarily prepayment exposure on our MSR investments as well as IRLCs and our inventory of loans held for sale. Our objective is to minimize our hedging expense and maximize our loss coverage based on a given hedge expense target. We do not use derivative financial instruments other than IRLCs for purposes other than in support of our risk management activities.

Our strategies are regularly reviewed within a disciplined risk management framework. We use a variety of interest rate and spread shifts and scenarios and define target limits for market value and liquidity loss in those scenarios. With respect to our IRLCs and inventory of loans held for sale, we use MBS forward sale contracts to lock in the price at which we will sell the mortgage loans or resulting MBS, and further use MBS put options to mitigate the risk of our IRLCs not closing at the rate we expect. With respect to our MSRs, we seek to mitigate mortgage-based loss exposure utilizing MBS forward purchase and sale contracts and principal-only stripped MBS, address exposures to smaller interest rate shifts with Treasury and interest rate swap futures, and use options and swaptions to achieve target coverage levels for larger interest rate shocks.

Fair Value Sensitivities

The following sensitivity analyses are limited in that they were performed at a particular point in time; only contemplate the movements in the indicated variables; do not incorporate changes to other variables; are subject to the accuracy of various models and inputs used; and do not incorporate other factors that would affect our overall financial performance in such scenarios, including operational adjustments made by management to account for changing circumstances. For these reasons, the following estimates should not be viewed as earnings forecasts.

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Mortgage Servicing Rights

The following tables summarize the estimated change in fair value of MSRs as of December 31, 2025, given

several shifts in prepayment speed, option adjusted spread and annual per loan cost of servicing:

Change in fair value attributable to shift in:

  ​ ​ ​

-20%

  ​ ​ ​

-10%

  ​ ​ ​

-5%

  ​ ​ ​

+5%

  ​ ​ ​

+10%

  ​ ​ ​

+20%

 

(in thousands)

Prepayment speed

$

747,036

$

358,322

$

175,589

$

(168,856)

$

(331,359)

$

(638,689)

Option adjusted spread

$

403,992

$

197,480

$

97,647

$

(95,530)

$

(189,008)

$

(370,059)

Annual per-loan cost of servicing

$

202,122

$

101,061

$

50,531

$

(50,531)

$

(101,061)

$

(202,122)

Item 8. Financial Statements and Supplementary Data

The information called for by this Item 8 is hereby incorporated by reference from our Financial Statements and Auditors’ Report in Part IV of this Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. However, no matter how well a control system is designed and operated, it can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in our periodic reports.

Our management has conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report as required by paragraph (b) of Rule 13a-15 under the Exchange Act. Based on our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this Report, to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of its internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on those criteria, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears herein.

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Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

PennyMac Financial Services, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of PennyMac Financial Services, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 20, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Los Angeles, California

February 20, 2026

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Item 9B. Other Information

Trading Plans

As of December 31, 2025, the following directors or Section 16 officers adopted, modified or terminated the following Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K):

On October 23, 2025, Derek W. Stark, Senior Managing Director, Chief Legal Officer and Secretary, adopted a trading plan to sell: (1) Company common stock shares received upon the vesting of 2,819 time-based restricted stock units, and (2) Company common stock shares received upon the vesting of 14,405 performance-based restricted stock units assuming a maximum level performance achievement. The trading plan will expire on December 31, 2026. Mr. Stark’s trading plan was entered into during an open insider trading window and is intended to satisfy Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding insider transactions.

During the quarter ended December 31, 2025, none of our other directors or executive officers (as defined in Rule 16a-1(f)), informed us of the adoption, modification, or termination of a “Rule 10b5-1 trading.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item 10 is hereby incorporated by reference from our definitive proxy statement, or will be contained in an amendment to this Report, in either case to be filed within 120 days after the end of fiscal year 2025. We have adopted insider trading policies and procedures governing the purchase, sale and other dispositions of our securities applicable to our directors, officers, and employees, and have implemented processes for the Company that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as applicable listing standards. A copy of our insider trading policy is incorporated by reference as Exhibit 19.1 to this Report.

Item 11. Executive Compensation

The information required by this Item 11 is hereby incorporated by reference from our definitive proxy statement, or will be contained in an amendment to this Report, in either case to be filed within 120 days after the end of fiscal year 2025.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

Our 2022 Equity Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted stock and stock unit awards, performance units, and stock grants which we collectively refer to as “awards.” Directors, officers and other employees of our Company and our subsidiaries, as well as others performing consulting or advisory services for us, are eligible for grants under the 2022 Equity Incentive Plan. The plan administrator of the equity incentive plan is the compensation committee of the board of directors. The board of directors itself may also exercise any of the powers and responsibilities under the 2022 Equity Incentive Plan. Subject to the terms of the 2022 Equity Incentive Plan, the plan administrator will select the recipients of awards and determine, among other things, the number of shares of common stock covered by the awards and the dates upon which such awards become exercisable or any restrictions lapse, as applicable; the type of award and the exercise or purchase price and method of payment for each such award; the performance measures, if applicable, required to be satisfied prior to vesting; the vesting period for awards, risks of forfeiture and any potential acceleration of vesting or lapses in risks of forfeiture; and the duration of awards.

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The following table provides information about our former and current equity compensation plans as of December 31, 2025, which consist of the 2013 Equity Incentive Plan and the 2022 Equity Incentive Plan (collectively the “Equity Incentive Plans”):

(a)

(b)

(c)

Number of securities 

remaining available for 

future issuance under 

Number of securities to

Weighted average

equity compensation 

be issued upon exercise of 

exercise price of 

plans (excluding 

outstanding options,

outstanding options, 

securities reflected in 

Plan category

  ​ ​ ​

warrants and rights

  ​ ​ ​

warrants and rights (1)

  ​ ​ ​

column (a)) (2)

 

Equity compensation plans approved by security holders (3)

3,920,495

$

48.10

5,686,248

Equity compensation plans not approved by security holders (4)

Total

3,920,495

$

48.10

5,686,248

(1) The weighted average exercise price set forth in this column relates only to 2,843,334 shares of stock options outstanding under our Equity Incentive Plans. The remaining securities included in column (a) of this table are performance and time-based restricted stock units, for which no exercise price applies.

(2) This number includes a general pool of 4,600,000 shares of common stock authorized for future awards, initially authorized under the 2022 Equity Incentive Plan, plus, on or after January 1, 2023, and each January 1st thereafter through January 1, 2032, by an amount equal to the lesser of (i) 1.75% of our outstanding common stock on a fully diluted basis as of the end of our immediately preceding fiscal year, (ii) 1,322,024 shares, and (iii) any lower amount determined by our board of directors.

(3) Represents our Equity Incentive Plans.

(4) We do not have any equity plans that have not been approved by our stockholders.

The other information required by this Item 12 is hereby incorporated by reference from our definitive proxy statement, or will be contained in an amendment to this Report, in either case to be filed within 120 days after the end of fiscal year 2025.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 is hereby incorporated by reference from our definitive proxy statement, or will be contained in an amendment to this Report, in either case to be filed within 120 days after the end of fiscal year 2025.

Item 14. Principal Accountant Fees and Services

Our independent public accounting firm is Deloitte & Touche LLP, Los Angeles, CA, PCAOB Auditor ID 34.

The information required by this Item 14 is hereby incorporated by reference from our definitive proxy statement, or will be contained in an amendment to this Report, in either case to be filed within 120 days after the end of fiscal year 2025.

81

Table of Contents

PART IV

Item 15. Exhibits and Financial Statement Schedules

Incorporated by Reference
from the Below-Listed Form
(Each Filed under SEC File
Number 001-35916 or 001-38727)

Exhibit No.

Exhibit Description

Form

 

Filing Date

2.1

Contribution Agreement and Plan of Merger, dated as of August 2, 2018, by and among PennyMac Financial Services, Inc., New PennyMac Financial Services, Inc., New PennyMac Merger Sub, LLC, Private National Mortgage Acceptance Company, LLC, and the Contributors.

8-K12B

November 1, 2018

3.1

Amended and Restated Certificate of Incorporation of New PennyMac Financial Services, Inc.

8-K12B

November 1, 2018

3.1.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation of New PennyMac Financial Services, Inc.

8-K12B

November 1, 2018

3.2

Amended and Restated Bylaws of New PennyMac Financial Services, Inc.

8-K12B

November 1, 2018

3.2.1

Amendment to Amended and Restated Bylaws of PennyMac Financial Services, Inc. (formerly known as New PennyMac Financial Services, Inc.).

10-Q

November 4, 2019

3.2.2

Amendment to Amended and Restated Bylaws of PennyMac Financial Services, Inc.

8-K

September 6, 2024

3.2.3

Third Amendment to the Amended and Restated Bylaws of PennyMac Financial Services, Inc.

8-K

January 3, 2025

4.1

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

*

4.2

Indenture, dated as of February 11, 2021, among PennyMac Financial Services, Inc., the guarantors party thereto and U.S. Bank, National Association, as trustee, relating to the 4.25% Senior Notes due 2029.

8-K

February 11, 2021

4.3

Form of Global Note for 4.25% Senior Notes due 2029 (Included in Exhibit 4.6).

8-K

February 11, 2021

4.4

First Supplemental Indenture, dated as of October 7, 2021, among PennyMac Financial Services, Inc., the guarantors party thereto and U.S. Bank, National Association, as trustee, relating to the 4.250% Senior Notes due 2029.

8-K

October 8, 2021

82

Table of Contents

Incorporated by Reference
from the Below-Listed Form
(Each Filed under SEC File
Number 001-35916 or 001-38727)

Exhibit No.

Exhibit Description

Form

 

Filing Date

4.5

Indenture, dated as of September 16, 2021, among PennyMac Financial Services, Inc., the guarantors party thereto and U.S. Bank, National Association, as trustee, relating to the 5.750% Senior Notes due 2031.

8-K

September 16, 2021

4.6

Form of Global Note for 5.750% Senior Notes due 2031 (included in Exhibit 4.9).

8-K

September 16, 2021

4.7

Indenture, dated as of December 11, 2023, among PennyMac Financial Services, Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the 7.875% Senior Notes due 2029.

8-K

December 11, 2023

4.8

Form of Global Note for 7.875% Senior Notes due 2029 (included in Exhibit 4.11).

8-K

December 11, 2023

4.9

Indenture, dated as of May 23, 2024, among PennyMac Financial Services, Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the 7.125% Senior Notes due 2030.

8-K

May 23, 2024

4.10

Form of Global Note for 7.125% Senior Notes due 2030 (included in Exhibit 4.13).

8-K

May 23, 2024

4.11

Indenture, dated as of February 6, 2025, among PennyMac Financial Services, Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the 6.875% Senior Notes due 2033.

8-K

February 6, 2025

4.12

Form of Global Note for 6.875% Senior Notes due 2033 (included in Exhibit 4.11).

8-K

February 6, 2025

4.13

Indenture, dated as of May 8, 2025, among PennyMac Financial Services, Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the 6.875% Senior Notes due 2032.

8-K

May 8, 2025

4.14

Form of Global Note for 6.875% Senior Notes due 2032 (included in Exhibit 4.13).

8-K

May 8, 2025

4.15

Indenture, dated as of August 12, 2025, among PennyMac Financial Services, Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the 6.750% Senior Notes due 2034.

8-K

August 12, 2025

4.16

Form of Global Note for 6.750% Senior Notes due 2034 (included in Exhibit 4.15).

8-K

August 12, 2025

83

Table of Contents

Incorporated by Reference
from the Below-Listed Form
(Each Filed under SEC File
Number 001-35916 or 001-38727)

Exhibit No.

Exhibit Description

Form

 

Filing Date

4.17

Third Amended and Restated Base Indenture, dated as of April 1, 2020, by and among PNMAC GMSR ISSUER TRUST, Citibank, N.A., PennyMac Loan Services, LLC, Credit Suisse First Boston Mortgage Capital LLC and Pentalpha Surveillance LLC.

8-K

April 7, 2020

4.18

Amendment No. 1 to Third Amended and Restated Base Indenture, dated as of June 8, 2022, by and among PNMAC GMSR ISSUER TRUST, Citibank, N.A., PennyMac Loan Services, LLC, Credit Suisse First Boston Mortgage Capital LLC, and Pentalpha Surveillance LLC.

8-K

June 14, 2022

4.19

Amendment No. 2 to Third Amended and Restated Base Indenture, dated as of June 9, 2022, by and among PNMAC GMSR ISSUER TRUST, Citibank, N.A., PennyMac Loan Services, LLC, Credit Suisse First Boston Mortgage Capital LLC and Pentalpha Surveillance LLC.

10-Q

August 5, 2022

4.20

Amendment No. 3, dated February 7, 2023, to the Third Amended and Restated Base Indenture, dated as of April 1, 2020, by and among PNMAC GMSR ISSUER TRUST, Citibank, N.A., as Indenture Trustee, PennyMac Loan Services, LLC, Credit Suisse First Boston Mortgage Capital LLC, and consented and agreed to by Goldman Sachs Bank USA.

8-K

February 13, 2023

4.21

Base Indenture, dated as of April 28, 2021, by and among PFSI ISSUER TRUST - FMSR, as Issuer, Citibank, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary, PennyMac Loan Services, LLC, as Servicer and Administrator, and Credit Suisse First Boston Mortgage Capital LLC, as Administrative Agent.

8-K

May 3, 2021

4.22

Amendment No. 1, dated November 21, 2025, to the Base Indenture, dated as of April 28, 2021, by and among PFSI ISSUER TRUST - FMSR, as Issuer, Citibank, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary, PennyMac Loan Services, LLC, as Servicer and Administrator, and Goldman Sachs Bank USA, as Administrative Agent.

*

4.23

Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the registrant hereby agrees to furnish upon request to the Securities and Exchange Commission other instruments defining the rights of holders of long-term debt. The amount of securities authorized under each such other instrument does not exceed ten percent of the total assets of the registrant and its subsidiaries on a consolidated basis.

-

-

84

Table of Contents

Incorporated by Reference
from the Below-Listed Form
(Each Filed under SEC File
Number 001-35916 or 001-38727)

Exhibit No.

Exhibit Description

Form

 

Filing Date

10.1

Fifth Amended and Restated Limited Liability Company Agreement of Private National Mortgage Acceptance Company, LLC, dated as of November 1, 2018.

8-K12B

November 1, 2018

10.2

Tax Receivable Agreement, dated as of May 8, 2013, between PennyMac Financial Services, Inc., Private National Mortgage Acceptance Company, LLC and each of the Members.

8-K

May 14, 2013

10.3

Amended and Restated Registration Rights Agreement, dated as of November 1, 2018, among PennyMac Financial Services, Inc., New PennyMac Financial Services, Inc. and the Holders.

8-K12B

November 1, 2018

10.4

Fourth Amended and Restated Stockholder Agreement, dated as of December 31, 2024, between PennyMac Financial Services, Inc. and HC Partners LLC.

8-K

January 3, 2025

10.5†

Employment Agreement, dated December 13, 2022, among David A. Spector, Private National Mortgage Acceptance Company, LLC and PennyMac Financial Services, Inc.

8-K

December 16, 2022

10.6†

Employment Agreement, dated December 13, 2022 among Doug Jones, Private National Mortgage Acceptance Company, LLC and PennyMac Financial Services, Inc.

8-K

December 16, 2022

10.7†

Form of PennyMac Financial Services, Inc. Indemnification Agreement.

10-K

February 25, 2021

10.8†

PennyMac Financial Services, Inc. Change of Control Severance Plan.

8-K

September 28, 2021

10.9†

PennyMac Financial Services, Inc. Executive Deferred Compensation Plan.

S-8

June 5, 2024

10.10†

PennyMac Financial Services, Inc. 2013 Equity Incentive Plan.

8-K

May 14, 2013

10.11†

First Amendment to the PennyMac Financial Services, Inc. 2013 Equity Incentive Plan.

10-K

March 9, 2018

10.12†

Second Amendment to the PennyMac Financial Services, Inc. 2013 Equity Incentive Plan.

DEF14A

April 17, 2018

10.13†

Third Amendment to the PennyMac Financial Services, Inc. 2013 Equity Incentive Plan.

10-K

February 25, 2021

10.14†

PennyMac Financial Services, Inc. 2013 Equity Incentive Plan Form of Stock Option Award Agreement (2013).

8-K

June 17, 2013

85

Table of Contents

Incorporated by Reference
from the Below-Listed Form
(Each Filed under SEC File
Number 001-35916 or 001-38727)

Exhibit No.

Exhibit Description

Form

 

Filing Date

10.15†

PennyMac Financial Services, Inc. 2013 Equity Incentive Plan Form of Stock Option Award Agreement (2018).

10-Q

August 2, 2018

10.16†

Omnibus Amendment to PennyMac Financial Services, Inc. 2013 Equity Incentive Plan Stock Option Award Agreement.

10-K

March 5, 2019

10.17†

PennyMac Financial Services, Inc. 2013 Equity Incentive Plan Form of Stock Option Award Agreement (2020).

10-Q

May 7, 2020

10.18†

PennyMac Financial Services, Inc. 2013 Equity Incentive Plan Form of Stock Option Award Agreement (Special Option 2020).

10-K

February 25, 2021

10.19†

PennyMac Financial Services, Inc. 2013 Equity Incentive Plan Form of Stock Option Award Agreement (2021).

10-Q

May 6, 2021

10.20†

PennyMac Financial Services, Inc. 2013 Equity Incentive Plan Form of Stock Option Award Agreement (2021).

10-Q

August 5, 2021

10.21†

PennyMac Financial Services, Inc. 2013 Equity Incentive Plan Form of Omnibus Amendment to Stock Option Award Agreements.

10-Q

August 5, 2021

10.22†

PennyMac Financial Services, Inc. 2022 Equity Incentive Plan.

10-K

February 22, 2023

10.23†

PennyMac Financial Services, Inc. 2022 Equity Incentive Plan Form of Stock Option Award Agreement (2023).

10-Q

May 3, 2023

10.24†

PennyMac Financial Services, Inc. 2022 Equity Incentive Plan Form of Restricted Stock Unit Subject to Continued Service Award Agreement (Net Share Withholding) (2023).

10-Q

May 3, 2023

10.25†

PennyMac Financial Services, Inc. 2022 Equity Incentive Plan Form of Restricted Stock Unit Subject to Continued Service Award Agreement (Sale to Cover) (2023).

10-Q

May 3, 2023

10.26†

PennyMac Financial Services, Inc. 2022 Equity Incentive Plan Form of Restricted Stock Unit Subject to Performance Components Award Agreement (Sale to Cover) (2023).

10-Q

May 3, 2023

10.27†

PennyMac Financial Services, Inc. 2022 Equity Incentive Plan Form of Restricted Stock Unit Subject to Performance Components Award Agreement (Net Share Withholding) (2023).

10-Q

May 3, 2023

10.28†

PennyMac Financial Services, Inc. 2022 Equity Incentive Plan Form of Restricted Stock Unit Subject to Continued Service Award Agreement for Non-Employee Directors (2023).

10-Q

May 3, 2023

86

Table of Contents

Incorporated by Reference
from the Below-Listed Form
(Each Filed under SEC File
Number 001-35916 or 001-38727)

Exhibit No.

Exhibit Description

Form

 

Filing Date

10.29†

PennyMac Financial Services, Inc. 2022 Equity Incentive Plan Form of Stock Option Award Agreement (2025).

10-Q

April 29, 2025

10.30†

PennyMac Financial Services, Inc. 2022 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement (2025).

10-Q

April 29, 2025

10.31†

PennyMac Financial Services, Inc. 2022 Equity Incentive Plan Form of Performance Based Restricted Stock Unit Award Agreement (2025).

10-Q

April 29, 2025

10.32†

PennyMac Financial Services, Inc. 2022 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) (2025).

10-Q

April 29, 2025

10.33

Fourth Amended and Restated Management Agreement, by and among PennyMac Mortgage Investment Trust, PennyMac Operating Partnership, L.P. and PNMAC Capital Management, LLC, dated as of December 16, 2024.

8-K

December 19, 2024

10.34

Amendment No. 1 to Fourth Amended and Restated Management Agreement, by and among PennyMac Mortgage Investment Trust, PennyMac Operating Partnership, L.P. and PNMAC Capital Management, LLC, dated as of June 23, 2025.

10-Q

July 29, 2025

10.35

Fifth Amended and Restated Flow Servicing Agreement, between PennyMac Operating Partnership, L.P. and PennyMac Loan Services, LLC, dated as of December 16, 2024.

8-K

December 19, 2024

10.36

Amendment No. 1 to Fifth Amended and Restated Flow Servicing Agreement, between PennyMac Operating Partnership, L.P. and PennyMac Loan Services, LLC, dated as of September 15, 2025.

10-Q

October 28, 2025

10.37

Third Amended and Restated Mortgage Banking Services Agreement, between PennyMac Loan Services, LLC and PennyMac Corp., dated as of December 16, 2024.

8-K

December 19, 2024

10.38

Amendment No. 1 to Third Amended and Restated Mortgage Banking Services Agreement, between PennyMac Loan Services, LLC and PennyMac Corp., dated as of June 23, 2025.

10-Q

July 29, 2025

10.39

Amendment No. 2 to Third Amended and Restated Mortgage Banking Services Agreement, between PennyMac Loan Services, LLC and PennyMac Corp., dated as of September 16, 2025.

10-Q

October 28, 2025

10.40

Fourth Amended and Restated Mortgage Banking Services Agreement, between PennyMac Loan Services, LLC and PennyMac Corp., dated as of December 18, 2025.

*

87

Table of Contents

Incorporated by Reference
from the Below-Listed Form
(Each Filed under SEC File
Number 001-35916 or 001-38727)

Exhibit No.

Exhibit Description

Form

 

Filing Date

10.41

Third Amended and Restated MSR Recapture Agreement, between PennyMac Loan Services, LLC and PennyMac Corp., dated as of December 16, 2024.

8-K

December 19, 2024

10.42

Amended and Restated Flow Servicing Agreement, between PennyMac Corp. and PennyMac Loan Services, LLC, dated as of December 16, 2024.

8-K

December 19, 2024

10.43

Amendment No. 1 to Amended and Restated Flow Servicing Agreement, between PennyMac Corp. and PennyMac Loan Services, LLC, dated as of September 15, 2025.

10-Q

October 28, 2025

10.44

Flow Sale Agreement, dated as of June 16, 2015, by and between PennyMac Corp. and PennyMac Loan Services, LLC.

10-Q

August 7, 2015

10.45

HELOC Flow Purchase and Servicing Agreement, dated as of February 25, 2019, by and between PennyMac Loan Services, LLC and PennyMac Corp.

10-Q

May 6, 2019

10.46

Amended and Restated Mortgage Loan Purchase Agreement, dated as of December 18, 2025, by and between PennyMac Loan Services, LLC and PennyMac Corp.

*

19.1

PennyMac Financial Services, Inc. Policy Against Insider Trading

*

21.1

Subsidiaries of PennyMac Financial Services, Inc.

*

23.1

Consent of Deloitte & Touche LLP.

*

31.1

Certification of David A. Spector pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*

31.2

Certification of Daniel S. Perotti pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*

32.1

Certification of David A. Spector pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

**

32.2

Certification of Daniel S. Perotti pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

**

97

Recoupment of Incentive Compensation Policy For Executive Officers.

10-K

February 21, 2024

88

Table of Contents

Incorporated by Reference
from the Below-Listed Form
(Each Filed under SEC File
Number 001-35916 or 001-38727)

Exhibit No.

Exhibit Description

Form

 

Filing Date

101

Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL: (i) the Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023 (ii) the Consolidated Statements of Income for the years ended December 31, 2024 and December 31, 2023, (iii) the Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and December 31, 2023, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2024 and December 31, 2023 and (v) the Notes to the Consolidated Financial Statements.

*

101.INS

XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

*

101.SCH

Inline XBRL Taxonomy Extension Schema Document

*

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

*

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

*

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

*

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

*

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

*  Filed herewith

**  The certifications attached hereto as Exhibits 32.1 and 32.2 are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

†  Indicates management contract or compensatory plan or arrangement.

Item 16. Form 10-K Summary

Not applicable.

89

Table of Contents

PENNYMAC FINANCIAL SERVICES, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

Page

Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)

F-2

Financial Statements:

Consolidated Balance Sheets

F-4

Consolidated Statements of Income

F-5

Consolidated Statements of Changes in Stockholders’ Equity

F-6

Consolidated Statements of Cash Flows

F-7

Notes to Consolidated Financial Statements

F-9

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

PennyMac Financial Services, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of PennyMac Financial Services, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income, changes in stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Mortgage Servicing Rights (“MSRs”) – Refer to Notes 2, 3, 6 and 10 to the Financial Statements

Critical Audit Matter Description

The Company accounts for MSRs at fair value and categorizes its MSRs as “Level 3” fair value assets. The Company uses a discounted cash flow approach to estimate the fair value of MSRs. The key inputs used in the estimation of the fair value of MSRs include the applicable prepayment rate (“prepayment speed”), Option-Adjusted Spread (“OAS”) or pricing spread (OAS and pricing spread are components of the discount rate), and annual per-loan cost to service the underlying loans, all of which are unobservable. Significant changes to any of those inputs in isolation could result in a significant change in the MSRs’ fair value measurement.

F-2

Table of Contents

We identified the fair value of MSRs, including the discount rate and prepayment speed assumptions used in the valuation of MSRs, as a critical audit matter because of the significant judgments made by management in determining these assumptions. Auditing these assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, to evaluate the reasonableness of management’s estimates and assumptions related to selection of the discount rate and prepayment speed.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the fair value of MSRs, including the discount rate and prepayment speed assumptions used by the Company to estimate the fair value of MSRs, included the following, among others:

We tested the design and operating effectiveness of internal controls over determining the fair value of MSRs, including those over the determination of the discount rate and prepayment speed assumptions
With the assistance of our fair value specialists, we evaluated the fair value of MSRs by comparing it against a fair value range that was independently developed using market data
We assessed the reasonableness of the discount rate and prepayment speed assumptions used within the valuation model by comparing the assumptions used by the Company to the assumptions used by the third-party valuation experts
We tested management’s process for determining the discount rate assumptions by comparing them to the implied discount rate within market transactions and other third-party information used by management

/s/ Deloitte & Touche LLP

Los Angeles, California

February 20, 2026

We have served as the Company’s auditor since 2008.

F-3

Table of Contents

PENNYMAC FINANCIAL SERVICES, INC.

CONSOLIDATED BALANCE SHEETS

  ​ ​ ​

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

(in thousands, except share amounts)

ASSETS

Cash

 $

301,680

 $

238,482

Short-term investment at fair value

410,037

420,553

Principal-only stripped mortgage-backed securities at fair value pledged to creditors

722,528

825,865

Loans held for sale at fair value (includes $8,983,503 and $8,140,834 pledged to creditors)

9,123,410

8,217,468

Derivative assets from non-affiliates

185,518

113,076

Derivative assets from PennyMac Mortgage Investment Trust

2,257

Servicing advances, net (includes valuation allowance of $103,574 and $85,788; $406,825 and $357,939 pledged to creditors)

589,542

568,512

Mortgage servicing rights at fair value (includes $9,367,851 and $8,609,388 pledged to creditors)

9,598,941

8,744,528

Investment in PennyMac Mortgage Investment Trust at fair value

941

944

Receivable from PennyMac Mortgage Investment Trust

17,122

30,206

Loans eligible for repurchase

7,409,800

6,157,172

Other (includes $10,393 and $16,697 pledged to creditors)

1,026,913

770,081

Total assets

 $

29,388,689

 $

26,086,887

LIABILITIES

Assets sold under agreements to repurchase

 $

8,794,002

 $

8,685,207

Mortgage loan participation purchase and sale agreements

696,618

496,512

Notes payable secured by mortgage servicing assets

1,326,021

2,048,972

Unsecured senior notes

4,831,742

3,164,032

Derivative liabilities to non-affiliates

9,559

40,900

Derivative liabilities to PennyMac Mortgage Investment Trust

6,247

Mortgage servicing liabilities at fair value

1,572

1,683

Accounts payable and accrued expenses

643,896

354,414

Payable to PennyMac Mortgage Investment Trust

116,585

122,317

Payable to exchanged Private National Mortgage Acceptance Company, LLC unitholders under tax receivable agreement

24,757

25,898

Income taxes payable

1,184,020

1,131,000

Liability for loans eligible for repurchase

7,409,800

6,157,172

Liability for losses under representations and warranties

34,894

29,129

Total liabilities

25,079,713

22,257,236

Commitments and contingencies – Note 19

STOCKHOLDERS’ EQUITY

Common stock—authorized 200,000,000 shares of $0.0001 par value; issued and outstanding, 52,061,346 and 51,376,616 shares, respectively

5

5

Additional paid-in capital

96,870

56,072

Retained earnings

4,212,101

3,773,574

Total stockholders' equity

4,308,976

3,829,651

Total liabilities and stockholders' equity

 $

29,388,689

 $

26,086,887

The accompanying notes are an integral part of these consolidated financial statements.

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PENNYMAC FINANCIAL SERVICES, INC.

CONSOLIDATED STATEMENTS OF INCOME

Year ended December 31,

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands, except earnings per share)

Revenues

Net gains on loans held for sale at fair value:

From non-affiliates

$

1,026,046

  ​ ​ ​ ​

$

813,301

  ​ ​ ​ ​

$

547,727

From PennyMac Mortgage Investment Trust

45,708

4,067

(1,784)

1,071,754

817,368

545,943

Loan origination fees:

From non-affiliates

234,298

183,197

142,902

From PennyMac Mortgage Investment Trust

1,537

2,503

3,216

235,835

185,700

146,118

Fulfillment fees from PennyMac Mortgage Investment Trust

23,804

26,291

27,826

Net loan servicing fees:

Owned servicing:

Loan servicing fees

1,776,557

1,529,452

1,268,650

Other fees

200,288

186,776

134,949

1,976,845

1,716,228

1,403,599

Change in fair value of mortgage servicing rights and mortgage servicing liabilities

(1,413,280)

(433,342)

(605,568)

Mortgage servicing rights hedging results

56,546

(832,483)

(236,778)

(1,356,734)

(1,265,825)

(842,346)

620,111

450,403

561,253

Subservicing:

From PennyMac Mortgage Investment Trust

84,432

83,252

81,347

From non-affiliates

1,156

85,588

83,252

81,347

Net loan servicing fees

705,699

533,655

642,600

Management fees from PennyMac Mortgage Investment Trust

27,649

28,623

28,762

Net interest expense:

Interest income

924,447

793,566

632,924

Interest expense

960,555

819,348

637,777

Net interest expense

(36,108)

(25,782)

(4,853)

Results of real estate acquired in settlement of loans

(3,463)

864

1,545

Change in fair value of investment in and dividends received from
PennyMac Mortgage Investment Trust

117

(57)

312

Repricing of payable to exchanged Private National Mortgage Acceptance Company, LLC unitholders under tax receivable agreement

1,141

201

Other

20,108

26,868

13,403

Total net revenues

2,046,536

1,593,731

1,401,656

Expenses

Compensation

782,916

632,738

576,964

Loan origination

251,990

164,092

114,500

Technology

162,604

149,547

143,152

Servicing

122,626

105,997

69,433

Marketing and advertising

46,140

21,969

17,631

Professional services

37,973

37,992

60,521

Occupancy and equipment

35,328

32,898

36,558

Legal settlements

1,591

162,770

Other

55,542

45,881

36,496

Total expenses

1,495,119

1,192,705

1,218,025

Income before provision for income taxes

551,417

401,026

183,631

Provision for income taxes

50,340

89,603

38,975

Net income

$

501,077

$

311,423

$

144,656

Earnings per share

Basic

$

9.69

$

6.11

$

2.89

Diluted

$

9.30

$

5.84

$

2.74

Weighted average shares outstanding

Basic

51,728

50,990

49,978

Diluted

53,882

53,356

52,733

The accompanying notes are an integral part of these consolidated financial statements.

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PENNYMAC FINANCIAL SERVICES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Additional

Number of

Par

paid-in

Retained

shares

  ​

value

  ​

capital

  ​

earnings

  ​

Total

 

(in thousands)

Balance at December 31, 2022

49,988

$

5

$

$

3,471,044

$

3,471,049

Net income

144,656

144,656

Stock based compensation

1,389

35,655

35,655

Issuance of common stock in settlement of directors' fees

3

180

180

Common stock dividends ($0.80 per share)

(41,446)

(41,446)

Repurchase of common stock

(1,201)

(11,548)

(59,943)

(71,491)

Balance at December 31, 2023

50,179

$

5

$

24,287

$

3,514,311

$

3,538,603

Net income

311,423

311,423

Stock based compensation

1,195

31,529

31,529

Issuance of common stock in settlement of directors' fees

3

256

256

Common stock dividends ($1.00 per share)

(52,160)

(52,160)

Balance at December 31, 2024

51,377

$

5

$

56,072

$

3,773,574

$

3,829,651

Net income

501,077

501,077

Stock based compensation

732

45,303

45,303

Issuance of common stock in settlement of directors' fees

2

234

234

Common stock dividends ($1.20 per share) (1)

(62,550)

(62,550)

Repurchase of common stock

(50)

(4,739)

(4,739)

Balance at December 31, 2025

52,061

$

5

$

96,870

$

4,212,101

$

4,308,976

(1) For tax purposes, the entire dividend amount is a return of capital to the stockholders.

The accompanying notes are an integral part of these consolidated financial statements.

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PENNYMAC FINANCIAL SERVICES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended December 31, 

 

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

Cash flow from operating activities

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Net income

$

501,077

$

311,423

$

144,656

Adjustments to reconcile net income to net cash used in operating activities:

Net gains on loans held for sale at fair value

(1,071,754)

(817,368)

(545,943)

Change in fair value of mortgage servicing rights and mortgage servicing liabilities

1,413,280

433,342

605,568

Mortgage servicing rights hedging results

(56,546)

832,483

236,778

Accrual of unearned discounts on principal-only stripped mortgage-backed securities

(46,035)

(25,226)

Capitalization of interest on loans held for sale

(2,149)

(473)

(751)

Amortization of debt issuance costs

32,758

28,812

21,432

Results of real estate acquired in settlement in loans

3,463

(864)

(1,545)

Change in fair value of investment in common shares of
PennyMac Mortgage Investment Trust

3

177

(192)

Repricing of payable to exchanged Private National Mortgage Acceptance Company, LLC unitholders under tax receivable agreement

(1,141)

(201)

Stock-based compensation expense

36,229

20,868

27,582

Provision for servicing advance losses

46,985

32,962

3,271

Depreciation and amortization

54,392

55,984

53,214

Impairment of capitalized software

4,597

147

46

Amortization of operating lease right-of-use assets

14,963

13,676

16,804

Purchase of loans held for sale from non-affiliates

(60,191,323)

(2,862,610)

(2,057,135)

Purchase of loans held for sale from PennyMac Mortgage Investment Trust

(52,895,921)

(81,997,773)

(72,441,699)

Origination of loans held for sale

(28,200,329)

(18,724,478)

(10,770,257)

Purchase of loans from Ginnie Mae securities and early buyout investors

(4,080,395)

(3,367,264)

(2,555,865)

Sale to non-affiliates and principal payment of loans held for sale

131,616,877

101,105,292

85,684,522

Sale of loans held for sale to PennyMac Mortgage Investment Trust

11,216,713

662,952

Repurchase of loans subject to representations and warranties

(113,824)

(89,749)

(49,575)

Increase in servicing advances

(252,078)

(15,941)

(76,614)

Decrease (increase) in receivable from
PennyMac Mortgage Investment Trust

3,099

(4,464)

5,666

Sale of real estate acquired in settlement of loans

76,972

64,156

35,630

Increase in other assets

(63,898)

(95,757)

(60,442)

Increase (decrease) in accounts payable and accrued expenses

262,854

(78,651)

121,677

Decrease in operating lease liabilities

(18,317)

(17,924)

(21,158)

Increase (decrease) in payable to
PennyMac Mortgage Investment Trust

4,444

(84,916)

1,969

Increase in income taxes payable

53,020

88,115

40,142

Net cash used in operating activities

(1,651,984)

(4,533,270)

(1,582,219)

Statements continue on the next page.

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(Continued)PENNYMAC FINANCIAL SERVICES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended December 31, 

 

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

Cash flow from investing activities

Decrease (increase) in short-term investment

10,516

(410,285)

1,926

Purchase of principal-only stripped mortgage-backed securities

(935,356)

Repayment of principal-only stripped mortgage-backed securities

193,133

96,516

Sale of interest-only stripped mortgage-backed securities

202,186

98,066

Net settlement of derivative financial instruments used for hedging of
mortgage servicing rights

154,406

(702,593)

(241,956)

Sale of mortgage servicing rights to non-affiliates

607,746

Sale of mortgage servicing rights to PennyMac Mortgage Investment Trust

7,484

Transfer of mortgage servicing rights relating to delinquent loans to Agency

305

Acquisition of capitalized software

(39,284)

(20,382)

(34,784)

Purchase of furniture, fixtures, equipment and leasehold improvements

(11,921)

(1,715)

(1,386)

Sale of furniture, fixtures and equipment

1,000

Increase in margin deposits

(369,587)

(116,326)

(96,459)

Net cash provided by (used in) investing activities

552,493

(1,887,955)

(273,288)

Cash flow from financing activities

Sale of assets under agreements to repurchase

144,491,731

109,006,699

85,352,643

Repurchase of assets sold under agreements to repurchase

(144,386,021)

(104,083,392)

(84,587,885)

Issuance of mortgage loan participation purchase and sale certificates

25,765,878

23,148,016

22,233,907

Repayment of mortgage loan participation purchase and sale certificates

(25,565,646)

(23,097,566)

(22,075,444)

Issuance of notes payable secured by mortgage servicing assets

575,000

1,050,000

1,005,000

Repayment of notes payable secured by mortgage servicing assets

(1,300,000)

(875,000)

(1,075,000)

Issuance of unsecured senior notes

2,350,000

650,000

750,000

Repayment of unsecured senior notes

(650,000)

Payment of debt issuance costs

(60,038)

(35,922)

(33,018)

Issuance of common stock by exercise of stock options

12,837

20,062

17,215

Payment of withholding taxes relating to stock-based compensation

(3,763)

(9,401)

(9,142)

Payment of dividends to holders of common stock

(62,550)

(52,160)

(41,446)

Repurchase of common stock

(4,739)

(71,491)

Net cash provided by financing activities

1,162,689

5,721,336

1,465,339

Net increase (decrease) in cash

63,198

(699,889)

(390,168)

Cash at beginning of year

238,482

938,371

1,328,539

Cash at end of year

$

301,680

$

238,482

$

938,371

Supplemental cash flow information:

Cash paid for interest

$

955,699

$

797,212

$

639,486

(Refunds received) cash paid for income taxes, net

$

(2,680)

$

1,488

$

(1,167)

Non-cash investing activities:

Mortgage servicing rights received from loan sales

$

2,940,455

$

2,280,830

$

1,849,957

Unsettled portion of MSR sales

$

57,421

$

$

Exchange of mortgage servicing spread for interest-only stripped mortgage-backed securities

$

$

202,186

$

98,066

Operating right-of-use assets recognized

$

40,148

$

1,388

$

2,893

Non-cash financing activities:

Issuance of common stock in settlement of directors' fees

$

234

$

256

$

180

The accompanying notes are an integral part of these consolidated financial statements.

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PENNYMAC FINANCIAL SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Organization

PennyMac Financial Services, Inc. (together, with its consolidated subsidiaries, unless the context indicated otherwise, “PFSI” or the “Company”) is a holding corporation and its primary assets are equity interests in Private National Mortgage Acceptance Company, LLC (“PNMAC”). The Company is the managing member of PNMAC, and it operates and controls all of the businesses and consolidates the financial results of PNMAC and its subsidiaries.

PNMAC is a Delaware limited liability company which, through its subsidiaries, engages in mortgage banking and investment management activities. PNMAC’s mortgage banking activities consist of residential mortgage loan production and servicing. PNMAC’s investment management activities and a portion of its mortgage banking activities are conducted on behalf of PennyMac Mortgage Investment Trust, a real estate investment trust that invests in residential mortgage-related assets and is separately listed on the New York Stock Exchange under the ticker symbol “PMT”. PNMAC’s primary wholly owned subsidiaries are:

PennyMac Loan Services, LLC (“PLS”)—a Delaware limited liability company that services residential mortgage loans on behalf of non-affiliates and PMT, purchases, originates and sells new prime credit quality residential mortgage loans and engages in other mortgage banking activities for its account and the account of PMT.

PLS is approved as a seller/servicer of mortgage loans by the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and as an issuer of securities guaranteed by the Government National Mortgage Association (“Ginnie Mae”). PLS is a licensed Federal Housing Administration Nonsupervised Title II Lender with the United States Department of Housing and Urban Development (“HUD”) and a lender/servicer with the U.S. Department of Veterans Affairs and United States Department of Agriculture (each of the above an “Agency” and collectively the “Agencies”).

Pennymac Capital Management, LLC (“PCM”)—a Delaware limited liability company registered with the Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended. PCM has an investment management agreement with PMT.

Note 2—Concentration of Risk

A portion of the Company’s activities relate to PMT. Revenues generated from PMT and its subsidiaries (generally comprised of gains on mortgage loans held for sale, loan origination fees, fulfillment fees, loan servicing fees, management fees, change in fair value of investment in and dividend received from PMT and expenses allocations charged to PMT) totaled 9%, 10% and 11% of total net revenues for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company maintains cash and short-term investment balances at financial institutions in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Should one or more of the financial institutions at which the Company’s deposits are maintained fail, there is no guarantee as to the extent that the Company would recover the funds deposited, whether through FDIC coverage or otherwise, or the timing of any recovery.

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Note 3—Significant Accounting Policies

A description of the significant accounting policies applied in the preparation of these consolidated financial statements follows.

Basis of Presentation

The Company’s consolidated financial statements have been prepared in compliance with accounting principles generally accepted in the United States (“GAAP”) as codified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification.

Principles of Consolidation

These consolidated financial statements include the accounts of PFSI and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. The Company also consolidates certain variable interest entities (“VIEs”) as described below.

Variable Interest Entities

The Company entered into securitization transactions in which VIEs issue variable funding notes (“VFNs”) to PLS and term debt backed by beneficial interests in Ginnie Mae and Fannie Mae mortgage servicing rights (“MSRs”). PLS finances the VFNs by selling them under agreements to repurchase. The Company acts as guarantor of the VFNs and term debt. The Company determined that it is the primary beneficiary of the VIEs because as the holder of the VFNs and guarantor of the VFNs and term debt, it holds the variable interests in the VIEs. Therefore, PFSI consolidates the VIEs.

For financial reporting purposes, the MSRs financed by the consolidated VIEs are included in Mortgage servicing rights at fair value and the financing of VFNs are included in Assets sold under agreements to repurchase and the term debt is included in Notes payable secured by mortgage servicing assets on the Company’s consolidated balance sheets. The financing is detailed in Note 15 – Short-Term Debt and Note 16 – Long Term Debt.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make judgments and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results will likely differ from those estimates.

Cash Flows

The Company held no restricted cash during the years presented. Therefore, the consolidated statements of cash flows do not include references to restricted cash or restricted cash equivalents.

Fair Value

Most of the Company’s assets and certain of its liabilities are measured at or based on their fair values. The Company groups its assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observability of the inputs used to determine their fair values. These levels are:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Prices determined or determinable using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing an asset or liability and are developed based on market data obtained from sources independent of the Company.

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Level 3— Prices determined using significant unobservable inputs. In situations where observable inputs are unavailable, unobservable inputs may be used. Unobservable inputs reflect the Company’s own judgments about the factors that market participants use in pricing an asset or liability, and are based on the best information available in the circumstances.

As a result of the difficulty in observing certain significant valuation inputs affecting “Level 3” fair value assets and liabilities, the Company is required to make judgments regarding these items’ fair values. Different persons in possession of the same facts may reasonably arrive at different conclusions as to the inputs to be applied in valuing these assets and liabilities and their fair values. Such differences may result in significantly different fair value measurements. Likewise, due to the general illiquidity of some of these assets and liabilities, subsequent transactions may be at values significantly different from those reported.

Short-Term Investment

Short-term investment, which represents an investment in an account with a depository institution, is carried at fair value. Changes in fair value are recognized in current period income. The Company classifies its short-term investment as a “Level 1” fair value asset.

Principal-Only Stripped Mortgage-Backed Securities

The Company invests in Agency principal-only stripped mortgage-backed securities (“MBS”) for the purpose of economically hedging the fair value of its MSRs. The Company’s investments in MBS are carried at fair value with changes in fair value recognized in current period income. Changes in fair value arising from accrual of unearned discount are recognized using the interest method and are included in Interest income. Changes in fair value arising from other factors are included in Net loan servicing fees – Mortgage servicing rights hedging results. Purchases and sales of MBS are recorded as of the trade date. The Company categorizes principal-only stripped MBS as “Level 2” fair value assets.

Loans Held for Sale

The Company has elected to account for loans held for sale at fair value, with changes in fair value recognized in current period income, to more timely reflect the Company’s performance. All changes in fair value are recognized as a component of Net gains on loans held for sale at fair value. The Company classifies most of the loans held for sale as “Level 2” fair value assets. Certain of the Company’s loans held for sale may not be saleable into active markets due to the loans’ lack of active markets with observable inputs. Such loans are classified as “Level 3” fair value assets.

Sale Recognition

The Company recognizes transfers of loans as sales when it surrenders control over the loans. Control over transferred loans is deemed to be surrendered when (i) the loans have been isolated from the Company, (ii) the transferee has the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred loans, and (iii) the Company does not maintain effective control over the transferred loans through either (a) an agreement that entitles and obligates the Company to repurchase or redeem them before their maturity or (b) the ability to unilaterally cause the holder to return specific loans.

Interest Income Recognition

Interest income on loans held for sale at fair value is recognized over the life of the loans using their contractual interest rates. Income recognition is suspended and the interest receivable is reversed against Interest income when a loan becomes 90 days delinquent. Income recognition is resumed when the loan becomes contractually current.

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Derivative Financial Instruments

The Company holds and issues derivative financial instruments that are created as a result of certain of its operations. The Company also enters into derivative transactions as part of its interest rate risk management activities.

Derivative financial instruments created as a result of the Company’s operations are interest rate lock commitments (“IRLCs”) that are created when the Company commits to purchase or originate a loan for sale at a specified interest rate.

PFSI engages in interest rate risk management activities in an effort to moderate the effect of changes in market interest rates on the fair value of the Company’s assets. The Company is exposed to price risk relative to:

Loans held for sale and IRLCs. The Company bears price risk from the time a commitment to fund a loan is made to a borrower or to purchase a loan from PMT or a non-affiliated entity, to the time either the prospective transaction is cancelled or the loan is sold. During this period, the Company is exposed to losses if market interest rates increase, because the fair value of the purchase commitment or prospective loan decreases.

MSRs. MSRs are generally subject to reduction in fair value when mortgage interest rates decrease. Decreasing mortgage interest rates normally encourage increased mortgage refinancing activity. Increased refinancing activity reduces the expected life of the mortgage loans underlying the MSRs, thereby reducing the MSRs’ fair values. Reductions in the fair value of MSRs affect earnings primarily through recognition of the changes in fair value.

To manage the fair value risk resulting from interest rate risk, the Company uses derivative financial instruments acquired with the intention of reducing the risk that changes in market interest rates will result in unfavorable changes in the fair value of the Company’s IRLCs, inventory of loans held for sale and MSRs.

The Company manages the risk created by IRLCs by entering into forward sale agreements to sell the expected mortgage loans or MBS and by the purchase and sale of options on MBS. Such agreements are also accounted for as derivative financial instruments. These and other interest-rate derivatives are also used to manage the fair value risk created by changes in prepayment speeds on certain of the MSRs the Company holds.

The Company classifies its IRLCs as “Level 3” fair value assets and liabilities. Fair value of hedging derivative financial instruments that are actively traded on an exchange are categorized by the Company as “Level 1” fair value assets and liabilities. Fair value of hedging derivative financial instruments based on observable MBS prices or interest rate volatilities in the MBS market are categorized as “Level 2” fair value assets and liabilities.

The Company does not designate its derivative financial instruments for hedge accounting. Therefore, the Company accounts for its derivative financial instruments as free-standing derivatives. All derivative financial instruments are recognized on the consolidated balance sheet at fair value with changes in the fair values being reported in current period income.

Changes in fair value of derivative financial instruments hedging IRLCs, loans held for sale at fair value and MSRs are included in Net gains on loans held for sale at fair value or in Mortgage servicing rights hedging results, as applicable, in the Company’s consolidated statements of income.

Cash flows from derivative financial instruments hedging IRLCs and loans acquired for sale are included in Cash flows from operating activities in Sale and repayment of loans acquired for sale at fair value to nonaffiliates and cash flows from derivative financial instruments hedging MSRs is included in Cash flows from investing activities.

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When the Company has multiple derivative financial instruments with the same counterparty subject to a master netting arrangement, it offsets the amounts recorded as assets and liabilities and amounts recognized for the right to reclaim cash collateral it has deposited with the counterparty or the obligation to return cash collateral it has collected from the counterparty arising from that master netting arrangement. Such offset amounts are presented as either a net asset or liability by counterparty on the Company’s consolidated balance sheets.

Servicing Advances

Servicing advances represent contractually required protective advances the Company makes on behalf of the loans’ beneficial interest holders. Servicing advances may include advances of scheduled principal and interest amounts due to the beneficial interest holders on delinquent loans, property taxes, insurance premiums and out-of-pocket collection amounts (e.g., preservation and restoration of mortgaged property or real estate acquired in the settlement of loans (“REO”), legal fees, and appraisals) made to protect beneficial interest holders’ interests in the properties collateralizing their loans. Servicing advances are made in compliance with the respective servicing agreements and Agency loan servicing guides.

The Company does not expect to incur credit losses on servicing advances as such amounts are generally recoverable from the Agencies. Certain of the Company’s loan servicing agreements and Agency loan servicing guides limit the amounts that the beneficial interest holders or loan insurers or guarantors will reimburse the Company, and beneficial interest holders or guarantors may dispute the level of certain charges incurred in the collection process.

The Company is contractually responsible for making the payments required to protect its beneficial interest holders’ interests in the properties collateralizing their loans and may, therefore, be required to advance amounts in excess of insurer or guarantor reimbursement limits. Therefore, the Company provides a valuation allowance on the servicing advances for these amounts in excess of amounts that are expected to ultimately be recovered from the loans’ insurers, guarantors or beneficial interest holders.

The servicing advance valuation allowance is estimated based on relevant qualitative and quantitative information about past events, including historical collection and loss experience, current conditions, and reasonable and supportable forecasts that affect collectable amounts. The provision for losses on servicing advances is included in Servicing expense in the consolidated statements of income. Servicing advances are written off when they are deemed unrecoverable.

Mortgage Servicing Rights and Mortgage Servicing Liabilities

MSRs and mortgage servicing liabilities (“MSLs”) arise from contractual agreements between the Company and investors (or their agents) in mortgage securities and mortgage loans. Under these contracts, the Company performs loan servicing functions in exchange for fees and other remuneration. The servicing functions typically performed include, among other responsibilities, collecting and remitting loan payments; responding to borrower inquiries; accounting for principal and interest; holding custodial (impounded) funds for payment of property taxes and insurance premiums; counseling delinquent mortgagors; administering loss mitigation activities, including modification and forbearance programs; and supervising foreclosures and property dispositions.

The Company is contractually entitled to receive other remuneration including various mortgagor-contracted fees such as late charges and collateral reconveyance charges, and the Company is generally entitled to retain the placement fees earned on impounded funds and funds held pending remittance related to its collection of mortgagor payments. The Company also generally has the right to solicit the mortgagors for other products and services as well as for new mortgages for those considering refinancing their existing loan or purchasing a new home.

The Company recognizes MSRs and MSLs initially at fair value, either as proceeds from or liabilities incurred in sales of mortgage loans where the Company assumes the obligation to service the mortgage loan in the sale transaction, or from the purchase of MSRs or receipt of cash for acceptance of MSLs.

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The fair value of MSRs and MSLs is derived from the net positive or negative, respectively, cash flows associated with the servicing contracts. For loans subject to MSR and MSL contracts, the Company receives a servicing fee, based on the remaining outstanding principal balances of the mortgage loans subject to the servicing contracts. The servicing fees are collected from the monthly payments made by the mortgagors.

The fair value of MSRs and MSLs is difficult to determine because MSRs and MSLs are not actively traded in observable stand-alone markets. Considerable judgment is required to estimate the fair values of MSRs and MSLs and the exercise of such judgment can significantly affect the Company’s income. Therefore, the Company classifies its MSRs and MSLs as “Level 3” fair value assets and liabilities.

Changes in the fair value of MSLs and MSRs are recognized in current period income in Change in fair value of mortgage servicing rights and mortgage servicing liabilities in the consolidated statements of income.

Leases

The Company determines if an arrangement is a lease at inception. If the arrangement is determined to be a lease, the Company recognizes both an operating lease right-of-use asset in Other assets and a corresponding operating lease liability in Accounts payable and accrued expenses in its consolidated balance sheet, except for leases with initial terms less than or equal to 12 months. Lease expense is recognized on the straight-line basis over the lease term and is recorded in Occupancy and equipment in the consolidated statements of income.

The Company’s lease agreements include both lease and non-lease components (such as common area maintenance), which are generally included in the lease and are accounted for together with the lease as a single lease component. As such, lease payments represent payments on both lease and non-lease components. At lease commencement, lease liabilities are recognized based on the present value of the remaining lease payments and discounted using the Company’s incremental borrowing rate. Right-of-use assets initially equal the lease liability, adjusted for any lease payments made before lease commencement and for any lease incentives.

Furniture, Fixtures, Equipment and Building Improvements

Furniture, fixtures, equipment and building improvements are stated at historical cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the various classes of assets, which range from five to seven years for furniture and equipment and the lesser of the asset’s estimated useful life or the remaining lease term for fixtures and building improvements.

Capitalized Software

The Company capitalizes certain consulting, payroll, and payroll-related costs related to the development of computer software for internal use. Once development is complete and the software is placed in service, the Company amortizes the capitalized costs over three to seven years using the straight-line method.

The Company periodically assesses capitalized software for recoverability when events or changes in circumstances indicate that its carrying amount may not be recoverable. If the Company identifies an indicator of impairment, it assesses recoverability by comparing the carrying amount of the asset to the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset. An impairment loss is recognized when the carrying amount is not recoverable and is measured as the excess of carrying value over fair value.

Investment in PennyMac Mortgage Investment Trust at Fair Value

Common shares of beneficial interest in PMT are carried at fair value with changes in fair value recognized in current period income. Fair value for purposes of the Company’s holdings in PMT is based on the published closing price of the shares as of period end. The Company classifies its investment in common shares of PMT as a “Level 1” fair value asset.

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Loans Eligible for Repurchase

The terms of the Ginnie Mae MBS program allow, but do not require, the Company to repurchase a loan when it is at least three months delinquent. As a result of this right, the Company recognizes the loans in Loans eligible for repurchase at their unpaid principal balances and records a corresponding liability in Liability for loans eligible for repurchase on its consolidated balance sheets.

Borrowings

The carrying values of borrowings are based on the accrued cost of the agreements. The costs of creating the facilities underlying the agreements (debt issuance costs) are included in the carrying value of the agreements and are charged to Interest expense over the terms of the respective borrowing facilities:

Debt issuance costs relating to revolving facilities, such as repurchase agreement and mortgage loan participation purchase and sale facilities are amortized on the straight line basis over the term of the facility; and

Debt issuance cost relating to non-revolving debts, such as the Company’s Notes payable secured by mortgage servicing assets and Unsecured senior notes are amortized over the contractual term of the non-revolving debt using the interest method.

Liability for Losses Under Representations and Warranties

The Company’s agreements with the Agencies and other investors include representations and warranties related to the loans the Company sells to the Agencies and other investors. The representations and warranties require adherence to Agency and other investor origination and underwriting guidelines, including but not limited to the validity of the lien securing the loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local law.

In the event of a breach of its representations and warranties, the Company may be required to either repurchase the loans with the identified defects or indemnify the investor or insurer. In such cases, the Company bears any subsequent credit loss on the loans. The Company’s credit loss may be reduced by any recourse it may have to correspondent loan sellers that, in turn, had sold such mortgage loans to the Company or PMT and breached similar or other representations and warranties. The Company has the right to seek a recovery of related repurchase losses directly from that correspondent loan seller or, for loans originally purchased by PMT, through PMT.

As a result of providing representations and warranties to investors and insurers, the Company records a provision for losses on representations and warranties at fair value upon sale of loans. The method used to estimate the liability for representations and warranties is a function of the representations and warranties given and considers a combination of factors, including, but not limited to, estimated future defaults and loan repurchase rates, the estimated severity of loss in the event of default and the probability of reimbursement by the correspondent loan seller. The Company periodically assesses the adequacy of the recorded liability. The level of the liability for representations and warranties is reviewed and approved by the Company’s management credit committee. Both the initial recognition of, and adjustments to the level of, the liability for representations and warranties are recorded in Net gains on loans held for sale at fair value.

The level of the liability for representations and warranties is difficult to estimate and requires considerable judgment. The level of loan repurchase losses is dependent on economic factors, investor repurchase demand or insurer claim denial strategies, and other external conditions that may change over the lives of the underlying loans. The Company’s representations and warranties are generally not subject to stated limits of exposure. However, the Company believes that the current unpaid principal balance (“UPB”) of loans sold to date represents the maximum exposure to repurchases related to representations and warranties.

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Loan Origination Fees

Loan origination fees represent compensation to the Company for the origination or purchase of loans. Loan origination fees are earned and recognized upon funding or purchase of the loan by the Company and are collected either at purchase from the correspondent seller, at funding when paid by the borrower or upon sale of the loan when the origination fees are financed by the borrower.

Loan Servicing Fees

Loan servicing fees are received by the Company for servicing loans. Loan servicing activities are described in Mortgage Servicing Rights and Mortgage Servicing Liabilities above. Loan servicing fee amounts relating to MSRs and MSLs are based upon fee rates established at the time a loan sale or securitization agreement is entered into. Loan servicing fee amounts relating to loans subserviced for PMT are detailed in Note 4 – Transactions with Related Parties. Loan servicing fee rates relating to loans subserviced for non-affiliates are based upon rates negotiated between the Company and the non-affiliate at the time a subservicing agreement is entered into.

The Company’s obligations under its loan servicing agreements are fulfilled as the Company services the loans. Fees are collected when the loan payments are received from the borrowers in the case of MSRs and MSLs held by the Company or within 30 days of the applicable month-end for subserviced loans.

Loan servicing fees relating to owned MSRs are recognized when earned. Loan servicing fees relating to loans subserviced for PMT are recognized in the month in which the loans are serviced.

Fulfillment Fees

Fulfillment fees represent fees the Company collects for services it performs on behalf of PMT in connection with the acquisition, packaging and sale of loans. Fulfillment fee amounts are based upon a negotiated fee schedule as detailed in Note 4 – Transactions with Related Parties. The Company’s obligation under the agreement is fulfilled when PMT issues a loan commitment, when it purchases a loan and when it completes the sale or securitization of a loan it purchases to investors other than Fannie Mae or Freddie Mac. Fulfillment fee revenue is recognized in the month an interest rate lock commitment is issued, or the loan is purchased or sold by PMT. Fulfillment fees are not collected for any loans sold from PMT to the Company. Fulfillment fees are generally collected from PMT within 30 days of the applicable activity.

Management Fees

Management fees represent compensation to the Company for management services it provides to PMT. Management fees are based on PMT’s shareholders’ equity amounts and profitability in excess of specified thresholds as detailed in Note 4 – Transactions with Related Parties. Management fees are recognized as services are provided and are paid to the Company on a quarterly basis within 30 days of the end of the quarter.

Stock-Based Compensation

The Company establishes the cost of its share-based awards at the awards’ fair values at the grant date of the awards. The Company estimates the fair value of time-based restricted stock units and performance-based restricted stock units awarded with reference to the fair value of its underlying common stock and expected forfeiture rates on the date of the award. The Company estimates the fair value of its stock option awards with reference to the expected price volatility of its shares of common stock, expected dividend yield, expected forfeiture rates, and risk-free interest rate for the period that exercisable stock options are expected to be outstanding.

Compensation costs are fixed, except for performance-based restricted stock units, as of the award date. The cost of performance-based restricted stock units is adjusted in each reporting period after the grant for changes in expected performance attainment until the performance share units vest. The Company amortizes the cost of stock based compensation awards to Compensation expense over the vesting period using the graded vesting method.

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Marketing and Advertising

Marketing and advertising (selling) expense represent expenditures for advertising, direct and digital mail solicitation, sponsorship and promotional activities. Marketing and advertising expense is recognized as incurred. Sponsorship agreements are amortized over the period covered by the sponsorship agreements on the straight-line basis.

Income Taxes

The Company is subject to federal and state income taxes. Income taxes are provided using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The Company recognizes the effect on deferred taxes of a change in tax rates in income in the period in which the change occurs. The Company establishes a valuation allowance if, in management’s judgment, it is not more likely than not that a deferred tax asset will be realized.

The Company recognizes tax benefits relating to its tax positions only if, in the opinion of management, it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority. A tax position that meets this standard is recognized as the largest amount that is greater than 50% likely to be realized upon ultimate settlement with the appropriate taxing authority. The Company will classify any penalties and interest as a component of provision for income taxes.

As a result of a recapitalization and reorganization of PNMAC in 2013, the Company expects to benefit from amortization and other tax deductions resulting from increases in the tax basis of PNMAC’s assets from the exchange of PennyMac Class A units to the shares of the Company’s common stock. Those deductions will be allocated to the Company and will be taken into account in reporting the Company’s taxable income.

The Company entered into a tax receivable agreement with certain of the former unitholders of PNMAC that provides for the additional payment by the Company to exchanging unitholders of PNMAC equal to 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that PFSI realizes due to (i) increases in tax basis resulting from exchanges of the then existing unitholders and (ii) certain other tax benefits related to PFSI entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. Although a reorganization of the Company in 2018 eliminated the potential for unitholders to exchange any additional units subject to this tax receivable agreement, the Company continues to be subject to the agreement and provide payment when applicable for units exchanged before the reorganization.

Recently Issued Accounting Pronouncement Adopted in 2025

Income Tax Disclosures

The FASB issued Accounting Standards Update (“ASU”) No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), that is intended to enhance the level of detail and decision usefulness of income tax disclosures. ASU 2023-09 requires disclosures of:

Reconciliation of the expected tax at the applicable statutory federal income tax rate to the reported tax in a tabular format, using both percentages and amounts, broken out into specific categories with certain reconciling items of five percent or greater of the expected tax further broken out by nature and/or jurisdiction; and

Disclosure of income taxes paid, net of refunds received, broken out between federal and state and local income taxes. Payments to individual jurisdictions representing five percent or more of the total income tax payments must also be separately disclosed.

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The Company adopted ASU 2023-09 using the retrospective method for the year ended December 31, 2025. Detailed disclosures are included in Note 18‒Income Taxes.

Note 4—Transactions with Related Parties

Transactions with PMT

Operating Activities

Mortgage Loan Production Activities and Mortgage Servicing Rights Recapture

Mortgage Loan Purchase Agreement

The Company may sell newly originated loans to PMT under a mortgage loan purchase agreement. The Company has typically utilized the mortgage loan purchase agreement for the purpose of selling to PMT conforming balance non-government insured or guaranteed loans, as well as prime jumbo residential mortgage loans.

MSR Recapture Agreement

Pursuant to the terms of an MSR recapture agreement, when the Company refinances mortgage loans for which PMT previously held the MSRs, the Company is generally required to transfer and convey to PMT cash in an amount equal to:

70% of the fair market value of the MSRs relating to the recaptured loans subject to the first 30% of the “recapture rate”;
50% of the fair market value of the MSRs relating to the recaptured loans subject to the “recapture rate” in excess of 30% and up to 50%;
40% of the fair market value of the MSRs relating to the recaptured loans subject to the “recapture rate” in excess of 50%; and
a recapture fee of $900 per loan if PLS originates a mortgage loan for the purpose of purchasing a property where the customer has or had a mortgage loan for which PMT holds or held the MSR.

The “recapture rate” means, during each month, the ratio of (i) the aggregate unpaid principal balance of all refinance mortgage loans originated in such month, plus the aggregate unpaid principal balance of all “preserved mortgage loans” relating to closed end second lien loans originated in such month, to (ii) the aggregate unpaid principal balance of all mortgage loans from the portfolio that PLS has determined in good faith were refinanced in such month, plus the aggregate unpaid principal balance of all “preserved mortgage loans” in such month. For purposes of such calculation, “preserved mortgage loan” means a mortgage loan in PMT’s portfolio as to which PLS or its affiliates originated a new closed end second lien loan in a subordinate position to such mortgage loan. The Company has further agreed to allocate resources sufficient to target a recapture rate of at least 30%.

Through 2024, the MSR recapture agreement required the Company to transfer cash to PMT in an amount equal to:

40% of the fair market value of the MSRs relating to the recaptured loans subject to the first 15% of the “recapture rate”;
35% of the fair market value of the MSRs relating to the recaptured loans subject to the “recapture rate” in excess of 15% and up to 30%; and
30% of the fair market value of the MSRs relating to the recaptured loans subject to the “recapture rate” in excess of 30%.

The “recapture rate” meant, during each month, the ratio of (i) the aggregate unpaid principal balance of all recaptured mortgage loans, to (ii) the aggregate unpaid principal balance of all mortgage loans for which the Company held the MSRs and that were refinanced or otherwise paid off in such month.

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The MSR recapture agreement expires on December 31, 2029, subject to automatic renewal for an additional 18-month period unless terminated in accordance with the terms of the agreement.

Mortgage Banking Services Agreement

The Company has a mortgage banking services agreement with PMT. Under the mortgage banking services agreement, the Company provides PMT with certain mortgage banking services, including fulfillment and disposition-related services, for which it receives a monthly fulfillment fee. The mortgage banking services agreement was renewed and amended to provide for the Company to assume the role of initial correspondent loan purchaser, in place of PMT, effective July 1, 2025.

Under the mortgage banking services agreement, PMT retains the right to purchase up to 100% of the non-government insured or guaranteed loans purchased by the Company through its correspondent channel at the Company’s cost plus accrued interest, less any loan administrative fees paid to the Company by the correspondent sellers and subject to quarterly fulfillment fee charges as described below. The Company may hold or otherwise sell correspondent loans to other investors, or to PMT at a later date, if PMT chooses not to purchase such loans. As a result of the new structure, the sourcing fee arrangement described below no longer has any effect for commitments to purchase correspondent loans made on or after July 1, 2025.

Fulfillment Services

Pursuant to the terms of a mortgage banking services agreement, the fulfillment fees shall not exceed the following:

the product of (i) the sum of $585 for each pull-through adjusted loan commitment up to and including 16,500 per quarter and $355 for each pull-through adjusted loan commitment in excess of 16,500 per quarter, and (ii) the number of loan commitments relating to loans intended to be purchased by PMT during the quarter and thereafter retained by PMT prior to sale or securitization, divided by the total number of non-Ginnie Mae loan commitments issued during the quarter (in each case as determined after applying the applicable pull-through factor) plus
the product of (i) the sum of $315 for each purchased loan up to and including 16,500 per quarter and $195 for each purchased loan in excess of 16,500 per quarter, and (ii) the number of loans purchased by PMT during the quarter and thereafter retained by PMT prior to sale or securitization, divided by the total number of non-Ginnie Mae loans purchased during the quarter, plus
$500 multiplied by the number of all purchased loans that are securitized or sold to parties other than Fannie Mae or Freddie Mac.

Through 2024, the mortgage banking services agreement provided for a quarterly fulfillment fee not to exceed the following:

the number of loan commitments multiplied by a pull-through factor of either .99 or .80 depending on whether the loan commitments are subject to a “mandatory trade confirmation” or a “best efforts lock confirmation”, respectively, and then multiplied by $585 for each pull-through adjusted loan commitment up to and including 16,500 per quarter and $355 for each pull-through adjusted loan commitment in excess of 16,500 per quarter, plus
$315 multiplied by the number of purchased loans up to and including 16,500 per quarter and $195 multiplied by the number of purchased loans in excess of 16,500 per quarter, plus
$750 multiplied by the number of all purchased loans that are sold or securitized to parties other than Fannie Mae and Freddie Mac.

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Sourcing Fees

PMT does not hold the Ginnie Mae approval required to issue Ginnie Mae MBS and act as a servicer. Accordingly, through June 30, 2025, under the agreement, the Company purchased mortgage loans underwritten in accordance with the Ginnie Mae MBS Guide “as is” and without recourse of any kind from PMT at PMT’s cost less an administrative fee plus accrued interest and sourcing fee ranging from one to two basis points of the UPB of the loan, generally based on the average number of calendar days the loans were held by PMT before purchase by the Company. The Company also acquired conventional loans from PMT on the same terms upon mutual agreement between PMT and the Company.

While the Company purchased these mortgage loans “as is” and without recourse of any kind from PMT, where the Company has a claim for repurchase, indemnity or otherwise against a correspondent seller, it is entitled, at its sole expense, to pursue any such claim through or in the name of PMT. Beginning July 1, 2025, when the Company became the initial purchaser of correspondent loans, the sourcing fee was discontinued.

The mortgage banking services agreement expires on December 31, 2029, subject to automatic renewal for an additional 18-month period unless terminated in accordance with the terms of the agreement.

Following is a summary of loan production and MSR recapture activities, between the Company and PMT:

Year ended December 31,

  ​ ​ ​

2025

  ​ ​

2024

  ​ ​

2023

(in thousands)

Net gains on loans held for sale at fair value:

Net gains on loans sold to PMT (primarily cash)

$

55,825

$

6,260

$

Mortgage servicing rights recapture incurred

(10,117)

(2,193)

(1,784)

$

45,708

$

4,067

$

(1,784)

Sale of loans held for sale to PMT

$

11,216,713

$

662,952

$

UPB of loans recaptured

$

932,444

$

353,710

$

315,412

Tax service fees earned from PMT included in Loan origination fees

$

1,537

$

2,503

$

3,216

Fulfillment fee revenue

  ​ ​ ​

$

23,804

  ​ ​ ​

$

26,291

  ​ ​ ​

$

27,826

UPB of loans directly sold to PMT and fulfilled for PMT subject to fulfillment fees

$

12,893,224

$

13,446,484

$

14,898,301

Sourcing fees included in cost of loans purchased from PMT

$

5,164

$

8,069

$

7,162

Unpaid principal balance of loans purchased from PMT:

Government guaranteed or insured

$

27,094,014

$

40,838,480

$

40,476,782

Conventional conforming

24,990,216

39,856,056

31,141,915

$

52,084,230

$

80,694,536

$

71,618,697

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Servicing Agreement

The Company and PMT have entered into a loan servicing agreement (the “Servicing Agreement”), pursuant to which the Company provides subservicing for PMT’s MSRs and servicing for its portfolio of residential mortgage loans.

The base servicing fee rates for mortgage loans are established at a monthly per-loan dollar amount. Through September 30, 2025, the base servicing fee rates were $7.50 per month for fixed-rate loans and $8.50 per month for adjustable-rate loans. Effective October 1, 2025, the base servicing fee rates for mortgage loans were reduced to $7.00 per month for fixed-rate loans and $8.00 per month for adjustable-rate loans.
To the extent that mortgage loans become delinquent, the Company is entitled to an additional servicing fee per loan ranging from $18 to $80 per month based on the delinquency, bankruptcy and foreclosure status of the loan or $75 per month if the underlying mortgaged property becomes REO. The Company is also entitled to customary ancillary income and certain market-based fees and charges, including boarding and deboarding fees, liquidation and disposition fees, assumption, modification and origination fees and a percentage of late charges.

Following is a summary of loan servicing fees earned from PMT:

Year ended December 31, 

  ​ ​ ​

2025

  ​ ​

2024

2023

(in thousands)

Base fees

$

75,084

$

76,885

$

76,991

Other fees

9,348

6,367

4,356

$

84,432

$

83,252

$

81,347

Through 2024, the loan servicing fees were established based on whether the serviced loans were “prime” loans (loans included in PMT’s MSRs, private label securitization portfolios and its inventory of loans held for sale) or “special servicing” loans (loans purchased by PMT with credit deterioration) as follows:

Prime Servicing

The base servicing fee rates for prime servicing loans were calculated through a monthly per-loan dollar amount, with the actual dollar amount for each loan based on whether the loan was a fixed-rate or adjustable-rate loan. The base servicing fee rates were $7.50 per month for fixed-rate loans and $8.50 per month for adjustable-rate loans.
To the extent that prime loans became delinquent, the Company was entitled to an additional servicing fee per loan ranging from $10 to $55 per month based on the delinquency, bankruptcy and foreclosure status of the loan or $75 per month if the underlying mortgaged property became REO. The Company was also entitled to customary ancillary income and certain market-based fees and charges, including boarding and deboarding fees, liquidation and disposition fees, assumption, modification and origination fees and a percentage of late charges.

Special Servicing

The base servicing fee rates for special servicing loans ranged from $30 per month for current loans up to $95 per month for loans in foreclosure proceedings. The base servicing fee rate for REO was $75 per month. The Company also received a supplemental servicing fee of $25 per month for each special servicing loan.
The Company received activity-based fees for modifications, foreclosures and liquidations that it facilitated with respect to special servicing loans, as well as other market-based refinancing and loan disposition fees.

The Servicing Agreement expires on December 31, 2029, subject to automatic renewal for an additional 18-month period unless terminated in accordance with the terms of the agreement.

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Management Agreement

The Company has a management agreement with PMT (“Management Agreement”), pursuant to which the Company oversees PMT’s business affairs and for which PFSI collects a base management fee and may collect a performance incentive fee. The Management Agreement provides that:

The base management fee is calculated and collected quarterly in arrears and is equal to the sum of (i) 1.5% per year of PMT’s average “shareholders’ equity” up to $2 billion, (ii) 1.375% per year of PMT’s average “shareholders’ equity” in excess of $2 billion and up to $5 billion, and (iii) 1.25% per year of PMT’s average “shareholders’ equity” in excess of $5 billion. “Shareholders’ equity” is defined as the sum of net proceeds from issuance and repurchases of equity securities since inception, plus retained earnings or reduced by accumulated deficit.
The performance incentive fee is calculated and collected annually in arrears and is a specified percentage of the amount by which PMT’s “net income,” over the fiscal year and before deducting the incentive fee, exceeds certain levels of return on “common shareholders’ equity.”
The performance incentive fee is equal to the sum of:

10% of the amount by which PMT’s “net income” for the year exceeds (i) an 8% return on the average “common shareholders’ equity” during the period plus the “high watermark,” up to (ii) a 12% return on PMT’s “common shareholders’ equity”; plus
15% of the amount by which PMT’s “net income” for the year exceeds (i) a 12% return on the average “common shareholders’ equity” during the period plus the “high watermark,” up to (ii) a 16% return on PMT’s “common shareholders’ equity”; plus
20% of the amount by which PMT’s “net income” for the year exceeds a 16% return on the average “common shareholders’ equity” during the period plus the “high watermark.”

For the purpose of determining the amount of the performance incentive fee:

“Net income” is defined as net income or loss attributable to PMT’s common shares of beneficial interest computed in accordance with GAAP adjusted for certain other non-cash charges determined after discussions between the Company and PMT’s independent trustees and approval by a majority of PMT’s independent trustees.

“Common shareholders’ equity” is defined as “shareholders’ equity” less the average value of the Company’s preferred equity determined in accordance with GAAP.

“High watermark” is the annual adjustment that reflects the amount by which the “net income” (stated as a percentage of return on “equity”) in that year exceeds or falls short of the lesser of 8% and the average Fannie Mae 30-year MBS Yield (the “Target Yield”) for the year then ended. If the “net income” is lower than the Target Yield, the high watermark is increased by the difference. If the “net income” is higher than the Target Yield, the high watermark is reduced by the difference. Each time a performance incentive fee is earned, the high watermark returns to zero. As a result, the threshold amount required for the Company to earn a performance incentive fee is adjusted cumulatively based on the performance of PMT’s net income over (or under) the Target Yield, until the net income in excess of the Target Yield exceeds the then-current cumulative high watermark amount, and a performance incentive fee is earned. The high watermark is calculated based on the two years preceding the fiscal year for which the incentive fee is calculated, and will never be less than zero after including all high watermark increases and high watermark decreases over any such rolling two fiscal year period.

The performance incentive fee may be paid in cash or a combination of cash and PMT’s common shares of beneficial interest (subject to a limit of no more than 50% paid in common shares of beneficial interest), at PMT’s option.

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In the event of termination of the Management Agreement between PMT and the Company, the Company may be entitled to a termination fee in certain circumstances. The termination fee is equal to three times the sum of (a) the average annual base management fee, and (b) the average annual performance incentive fee earned by the Company, in each case during the 24-month period immediately preceding the date of termination.

Following is a summary of the base management and performance incentive fees earned from PMT:

Year ended December 31, 

2025

  ​ ​

2024

2023

(in thousands)

Base management fees

$

27,649

  ​ ​ ​

$

28,623

  ​ ​ ​

$

28,762

Performance incentive fees

$

27,649

$

28,623

$

28,762

Average PMT's shareholders' equity used to calculate base management fees

$

1,843,549

$

1,908,287

$

1,917,642

Through 2024, under the Management Agreement, both base management and performance incentive fees were paid quarterly and the high watermark was measured on a cumulative basis since inception.

The Management Agreement expires on December 31, 2029, subject to automatic renewal for an additional 18-month period unless terminated in accordance with the terms of the agreement.

Expense Reimbursement

Under the Management Agreement, PMT reimburses the Company for its organizational and operating expenses, including third-party expenses, incurred on PMT’s behalf, it being understood that the Company and its affiliates shall allocate a portion of their personnel’s time to provide certain legal, tax, accounting, internal audit and investor relations services for the direct benefit of PMT. PMT is also required to pay its pro rata portion of the rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company and its affiliates required for PMT’s and its subsidiaries’ operations. These expenses are based on the resources the Company dedicates to investment management activities for PMT, as determined by the Company in its reasonable and good faith discretion.

Through 2024, PMT reimbursed the Company for its organizational and operating expenses, including third-party expenses, incurred on PMT’s behalf, it being understood that the Company and its affiliates would allocate a portion of their personnel’s time to provide certain legal, tax and investor relations services for the direct benefit of PMT. With respect to the allocation of the Company’s and its affiliates’ personnel compensation, the Company was reimbursed $165,000 per fiscal quarter. Overhead expenses were previously allocated based on the ratio of PMT’s proportion of gross assets compared to all remaining gross assets owned or managed by the Company, as calculated at each fiscal quarter end.

The Company received reimbursements from PMT for expenses as follows:

Year ended December 31,

 

2025

  ​ ​

2024

  ​ ​

2023

(in thousands)

Reimbursement of:

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

  ​ ​ ​

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

  ​ ​ ​

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Expenses incurred on PMT's behalf, net

$

21,177

$

20,871

$

21,468

Compensation

6,515

660

660

Common overhead incurred by the Company

3,926

7,909

7,492

$

31,618

$

29,440

$

29,620

Payments and settlements during the year (1)

$

109,610

$

118,167

$

94,339

(1) Payments and settlements include payments for the operating, investing and financing activities itemized in this Note.

F-23

Table of Contents

Investing Activities

Following is a summary of investing activities between the Company and PMT:

Year ended December 31, 

 

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

Change in fair value of investment in and dividends received from
PennyMac Mortgage Investment Trust

$

117

$

(57)

$

312

Sale of mortgage servicing rights to PMT

$

7,484

$

$

December 31,

2025

  ​ ​ ​

2024

(in thousands)

Investment in PennyMac Mortgage Investment Trust at fair value:

Fair value

$

941

$

944

Number of shares

75

75

Receivable from and Payable to PMT

Amounts receivable from and payable to PMT are summarized below:

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

(in thousands)

Receivable from PMT:

Management fees

$

6,856

$

7,149

Servicing fees

6,669

6,822

Allocated expenses and expenses incurred on PMT's behalf

3,161

3,508

Correspondent production activities

436

11,122

Fulfillment fees

1,605

$

17,122

$

30,206

Payable to PMT:

Amounts advanced by PMT to fund its servicing advances

$

97,485

$

106,302

Other

19,100

16,015

$

116,585

$

122,317

Exchanged Private National Mortgage Acceptance Company, LLC Unitholders

The Company entered into a tax receivable agreement with certain former owners of PNMAC that provides for the payment from time to time by the Company to PNMAC’s exchanged unitholders of an amount equal to 85% of the amount of the net tax benefits, if any, that the Company is deemed to realize as a result of (i) increases in tax basis of PNMAC’s assets resulting from exchanges of ownership interests in PNMAC and (ii) certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement.

Although a reorganization in November 2018 eliminated the potential for unitholders to exchange any additional units subject to this tax receivable agreement, the Company continues to be subject to the agreement and will be required to make payments, to the extent any of the tax benefits specified above are deemed to be realized, under the tax receivable agreement to those certain prior owners of PNMAC who effected exchanges of ownership interests in PNMAC for the Company’s common stock before the closing of the reorganization.

F-24

Table of Contents

Following is a summary of activity in Payable to exchanged Private National Mortgage Acceptance Company, LLC unitholders under tax receivable agreement:

Year ended December 31,

 

2025

 

2024

 

2023

(in thousands)

Activity during the year:

Payments under tax receivable agreement

$

$

$

Repricing of liability

$

(1,141)

$

(201)

$

Balance at end of year

$

24,757

$

25,898

$

26,099

Donor Advised Fund

During the years ended December 31, 2025 and 2024, the Company contributed $3.0 million and $2.5 million, respectively, to a donor advised fund for the purpose of making charitable contributions. No such contribution was made during the year ended December 31, 2023.

Note 5—Loan Sales and Servicing Activities

The Company originates or purchases and sells mortgage loans in the secondary mortgage market without recourse for credit losses. However, the Company maintains continuing involvement with the loans in the form of servicing arrangements and the liability for representations and warranties it makes to purchasers and insurers of the loans.

The following table summarizes cash flows between the Company and transferees as a result of the sale of loans in transactions where the Company maintains continuing involvement with the loans as servicer:

Year ended December 31, 

 

2025

  ​ ​

2024

  ​ ​

2023

(in thousands)

Cash flows:

  ​ ​

  ​ ​

Sales proceeds

$

131,616,877

$

101,105,292

$

85,684,522

Servicing fees received

$

1,646,128

$

1,423,171

$

1,173,108

The following is a summary of the allowance for losses on servicing advances that the Company makes on behalf of the loans’ beneficial interest holders in the properties collateralizing their loans:

Year ended December 31, 

2025

2024

2023

(in thousands)

Balance at beginning of year

$

85,788

$

73,991

$

78,992

Provision for losses

46,985

32,962

3,271

Charge-offs, net

(29,199)

(21,165)

(8,272)

Balance at end of year

$

103,574

$

85,788

$

73,991

F-25

Table of Contents

The following table summarizes the UPB of the loans sold by the Company in which it maintains continuing involvement:

December 31,

2025

 

2024

(in thousands)

Unpaid principal balance of loans outstanding

$

448,035,447

$

410,393,342

Delinquent loans:

30-89 days

$

18,000,680

$

17,301,961

90 days or more:

Not in foreclosure

$

9,759,483

$

8,104,348

In foreclosure

$

1,372,545

$

693,934

Foreclosed

$

4,076

$

2,928

Loans in bankruptcy

$

1,968,188

$

1,762,324

The following tables summarize the Company’s loan servicing portfolio as measured by UPB:

December 31, 2025

Servicing

Total

  ​ ​ ​

rights owned

  ​ ​ ​

Subservicing

  ​ ​ ​

loans serviced

(in thousands)

Investor:

Non-affiliated entities:

  ​ ​ ​

Originated

$

448,035,447

  ​ ​ ​

$

  ​ ​ ​

$

448,035,447

Purchased

13,999,998

13,999,998

Subserviced (1)

35,873,833

35,873,833

462,035,445

35,873,833

497,909,278

PennyMac Mortgage Investment Trust

226,774,067

226,774,067

Loans held for sale

8,930,477

8,930,477

$

470,965,922

$

262,647,900

$

733,613,822

Delinquent loans:

30 days

$

13,205,704

$

3,056,477

$

16,262,181

60 days

5,357,188

962,007

6,319,195

90 days or more:

Not in foreclosure

9,944,189

1,734,551

11,678,740

In foreclosure

1,414,544

184,343

1,598,887

Foreclosed

6,229

3,121

9,350

$

29,927,854

$

5,940,499

$

35,868,353

Loans in bankruptcy

$

2,039,686

$

566,890

$

2,606,576

Custodial funds managed by the Company (2)

$

8,429,523

$

2,758,179

$

11,187,702

(1) Includes $24.3 billion of loans in UPB where MSRs have been sold, but the servicing has not yet transferred to the purchaser’s servicing platform.

(2) Custodial funds include cash accounts holding funds on behalf of borrowers and investors relating to loans serviced under servicing agreements and are not recorded on the Company’s consolidated balance sheets. The Company earns placement fees on certain of these custodial funds where it owns the MSRs and these fees are included in Interest income in the Company’s consolidated statements of income.

F-26

Table of Contents

December 31, 2024

Servicing

Total

  ​ ​ ​

rights owned

  ​ ​ ​

Subservicing

  ​ ​ ​

loans serviced

(in thousands)

Investor:

Non-affiliated entities:

Originated

$

410,393,342

  ​ ​ ​

$

  ​ ​ ​

$

410,393,342

Purchased

15,681,406

15,681,406

Subserviced

806,584

806,584

426,074,748

806,584

426,881,332

PennyMac Mortgage Investment Trust

230,753,581

230,753,581

Loans held for sale

8,128,914

8,128,914

$

434,203,662

$

231,560,165

$

665,763,827

Delinquent loans:

30 days

$

13,095,250

$

1,996,821

$

15,092,071

60 days

4,838,550

676,508

5,515,058

90 days or more:

Not in foreclosure

8,289,129

1,210,270

9,499,399

In foreclosure

730,372

106,188

836,560

Foreclosed

3,716

2,732

6,448

$

26,957,017

$

3,992,519

$

30,949,536

Loans in bankruptcy

$

1,852,396

$

286,093

$

2,138,489

Custodial funds managed by the Company (1)

$

6,171,157

$

2,391,875

$

8,563,032

(1) Custodial funds include cash accounts holding funds on behalf of borrowers and investors relating to loans serviced under servicing agreements and are not recorded on the Company’s consolidated balance sheets. The Company earns placement fees on certain of these custodial funds where it owns the MSRs and these fees are included in Interest income in the Company’s consolidated statements of income.

Following is a summary of the geographical distribution of loans included in the Company’s loan servicing portfolio for the top five and all other states as measured by UPB:

December 31, 

State

  ​ ​ ​

2025

  ​ ​ ​

2024

 

(in thousands)

California

$

83,261,751

$

76,364,993

 

Texas

73,599,588

65,317,775

Florida

69,872,447

63,850,638

Virginia

38,282,502

36,428,575

Georgia

30,528,228

28,499,141

All other states

438,069,306

395,302,705

$

733,613,822

$

665,763,827

Note 6—Fair Value

Most of the Company’s assets and certain of its liabilities are measured at or based on their fair values. The application of fair value may be on a recurring or nonrecurring basis depending on the accounting principles applicable to the specific asset or liability and whether the Company has elected to carry the item at its fair value as discussed in the following paragraphs.

Fair Value Accounting Elections

The Company identified its MSRs, its MSLs and all of its non-cash financial assets, to be accounted for at fair value so changes in fair value will be reflected in income as they occur and more timely reflect the results of the Company’s performance.

F-27

Table of Contents

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Following is a summary of assets and liabilities that are measured at fair value on a recurring basis:

December 31, 2025

  ​ ​ ​

Level 1

  ​ ​ ​

Level 2

  ​ ​ ​

Level 3

  ​ ​ ​

Total

(in thousands)

Assets:

Short-term investment

$

410,037

$

$

$

410,037

Principal-only stripped mortgage-backed securities

722,528

722,528

Loans held for sale

8,815,699

307,711

9,123,410

Derivative assets from non-affiliates:

Interest rate lock commitments

131,536

131,536

Forward purchase contracts

49,499

49,499

Forward sales contracts

16,399

16,399

Put options on interest rate futures purchase contracts

22,769

22,769

Call options on interest rate futures purchase contracts

2,086

2,086

Total return swap

8

8

Total derivative assets before netting

24,855

65,906

131,536

222,297

Netting

(36,779)

Total derivative assets from non-affiliates

24,855

65,906

131,536

185,518

Derivative assets from PennyMac Mortgage Investment Trust:

Interest rate lock commitments

2,257

2,257

Forward sales contracts

142

142

Total before netting

142

2,257

2,399

Netting

(142)

Total derivative assets from PennyMac Mortgage Investment Trust

142

2,257

2,257

Mortgage servicing rights

9,598,941

9,598,941

Investment in PennyMac Mortgage Investment Trust

941

941

$

435,833

$

9,604,275

$

10,040,445

$

20,043,632

Liabilities:

Derivative liabilities to non-affiliates:

Interest rate lock commitments

$

$

$

4,260

$

4,260

Forward purchase contracts

2,845

2,845

Forward sales contracts

47,692

47,692

Total derivative liabilities before netting

50,537

4,260

54,797

Netting

(45,238)

Total derivative liabilities to non-affiliates

50,537

4,260

9,559

Derivative liabilities to PennyMac Mortgage Investment Trust:

Interest rate lock commitments

4,605

4,605

Forward sales contracts

1,784

1,784

Total derivative liabilities to PennyMac Mortgage Investment Trust before netting

1,784

4,605

6,389

Netting

(142)

Total derivative liabilities to PennyMac Mortgage Investment Trust

1,784

4,605

6,247

Mortgage servicing liabilities

1,572

1,572

$

$

52,321

$

10,437

$

17,378

F-28

Table of Contents

December 31, 2024

  ​ ​ ​

Level 1

  ​ ​ ​

Level 2

  ​ ​ ​

Level 3

  ​ ​ ​

Total

(in thousands)

Assets:

Short-term investment

$

420,553

$

$

$

420,553

Principal-only stripped mortgage-backed securities

825,865

825,865

Loans held for sale

7,783,415

434,053

8,217,468

Derivative assets:

Interest rate lock commitments

56,946

56,946

Forward purchase contracts

3,701

3,701

Forward sales contracts

152,526

152,526

MBS put options

3,278

3,278

Put options on interest rate futures purchase contracts

12,592

12,592

Call options on interest rate futures purchase contracts

3,250

3,250

Total derivative assets before netting

15,842

159,505

56,946

232,293

Netting

(119,217)

Total derivative assets

15,842

159,505

56,946

113,076

Mortgage servicing rights

8,744,528

8,744,528

Investment in PennyMac Mortgage Investment Trust

944

944

$

437,339

$

8,768,785

$

9,235,527

$

18,322,434

Liabilities:

Derivative liabilities:

Interest rate lock commitments

$

$

$

23,381

$

23,381

Forward purchase contracts

66,646

66,646

Forward sales contracts

12,854

12,854

Total derivative liabilities before netting

79,500

23,381

102,881

Netting

(61,981)

Total derivative liabilities

79,500

23,381

40,900

Mortgage servicing liabilities

1,683

1,683

$

$

79,500

$

25,064

$

42,583

F-29

Table of Contents

As shown above, certain of the Company’s loans held for sale, IRLCs, MSRs, and MSLs are measured using Level 3 fair value inputs. Following are roll forwards of assets and liabilities measured at fair value using “Level 3” fair value inputs at either the beginning or the end of the year presented for each of the three years ended December 31, 2025:

Year ended December 31, 2025

Interest rate lock

Interest rate lock

Mortgage 

Loans held

commitments to

commitments to

servicing 

Assets

for sale

  ​

non-affiliates, net (1)

  ​

PMT, net (1)

  ​

rights

  ​

Total

  ​ ​ ​

(in thousands)

Balance, December 31, 2024

$

434,053

$

33,565

$

$

8,744,528

$

9,212,146

Purchases and issuances, net

5,559,093

884,149

(17,614)

6,425,628

Capitalization of interest and servicing advances

83,160

83,160

Sales and repayments

(2,222,965)

(672,651)

(2,895,616)

Mortgage servicing rights resulting from loan sales

2,940,455

2,940,455

Changes in fair value included in income arising from:

Changes in instrument-specific credit risk

137,324

137,324

Other factors

22,954

471,600

(17,798)

(1,413,391)

(936,635)

160,278

471,600

(17,798)

(1,413,391)

(799,311)

Transfers:

From Level 3 to Level 2

(3,705,797)

(3,705,797)

To real estate acquired in settlement of loans

(111)

(111)

To loans held for sale

(1,262,038)

33,064

(1,228,974)

Balance, December 31, 2025

$

307,711

$

127,276

$

(2,348)

$

9,598,941

$

10,031,580

Changes in fair value recognized during the year relating to assets still held at December 31, 2025

$

14,042

$

127,276

$

(2,348)

$

(1,378,256)

$

(1,239,286)

(1) For the purpose of this table, the IRLC asset and liability positions are shown net.

Year ended

Liabilities

December 31, 2025

(in thousands)

Mortgage servicing liabilities:

Balance, December 31, 2024

  ​ ​ ​

$

1,683

Changes in fair value included in income

(111)

Balance, December 31, 2025

$

1,572

Changes in fair value recognized during the year relating to liabilities still outstanding at December 31, 2025

$

(111)

F-30

Table of Contents

Year ended December 31, 2024

Interest 

Mortgage

Loans held

rate lock

servicing

Assets

for sale

  ​ ​ ​

commitments, net (1)

  ​ ​ ​

rights

  ​ ​ ​

Total

  ​

(in thousands)

Balance, December 31, 2023

$

478,564

$

89,593

$

7,099,348

$

7,667,505

Purchases and issuances, net

4,145,555

542,245

4,687,800

Capitalization of interest and servicing advances

45,848

45,848

Sales and repayments

(1,562,159)

(1,562,159)

Mortgage servicing rights resulting from loan sales

2,280,830

2,280,830

Changes in fair value included in income arising from:

Changes in instrument-specific credit risk

106,723

106,723

Other factors

(1,215)

38,645

(433,464)

(396,034)

105,508

38,645

(433,464)

(289,311)

Transfers:

From Level 3 to Level 2

(2,779,090)

(2,779,090)

To real estate acquired in settlement of loans

(173)

(173)

To loans held for sale

(636,918)

(636,918)

Exchange of mortgage servicing spread for interest-only stripped mortgage-backed securities

(202,186)

(202,186)

Balance, December 31, 2024

$

434,053

$

33,565

$

8,744,528

$

9,212,146

Changes in fair value recognized during the year relating to assets still held at December 31, 2024

$

21,177

$

33,565

$

(417,312)

$

(362,570)

(1) For the purpose of this table, the IRLC asset and liability positions are shown net.

Liabilities

Year ended December 31, 2024

(in thousands)

Mortgage servicing liabilities:

Balance, December 31, 2023

$

1,805

Changes in fair value included in income

(122)

Balance, December 31, 2024

$

1,683

Changes in fair value recognized during the year relating to liabilities still outstanding at December 31, 2024

$

(122)

F-31

Table of Contents

Year ended December 31, 2023

Interest 

Mortgage

Loans held

rate lock

servicing

Assets

  ​

for sale

  ​ ​ ​

commitments, net (1)

  ​ ​ ​

rights

  ​ ​ ​

Total

(in thousands)

Balance, December 31, 2022

$

345,772

$

25,844

$

5,953,621

$

6,325,237

Purchases and issuances, net

2,353,958

286,581

2,640,539

Capitalization of interest and servicing advances

39,625

39,625

Sales and repayments

(654,490)

(305)

(654,795)

Mortgage servicing rights resulting from loan sales

1,849,957

1,849,957

Changes in fair value included in income arising from:

Changes in instrument-specific credit risk

69,934

69,934

Other factors

(1,161)

130,424

(605,859)

(476,596)

68,773

130,424

(605,859)

(406,662)

Transfers:

From Level 3 to Level 2

(1,674,624)

(1,674,624)

To real estate acquired in settlement of loans

(450)

(450)

To loans held for sale

(353,256)

(353,256)

Exchange of mortgage servicing spread for interest-only stripped mortgage-backed securities

(98,066)

(98,066)

Balance, December 31, 2023

$

478,564

$

89,593

$

7,099,348

$

7,667,505

Changes in fair value recognized during the year relating to assets still held at December 31, 2023

$

33,187

$

89,593

$

(605,859)

$

(483,079)

(1) For the purpose of this table, the IRLC asset and liability positions are shown net.

Liabilities

Year ended December 31, 2023

(in thousands)

Mortgage servicing liabilities:

Balance, December 31, 2022

$

2,096

Changes in fair value included in income

(291)

Balance, December 31, 2023

$

1,805

Changes in fair value recognized during the year relating to liabilities still outstanding at December 31, 2023

$

(291)

The Company had transfers among the fair value levels arising from the return to salability in the active secondary market of certain loans held for sale and from transfers of IRLCs to loans held for sale at fair value upon purchase or funding.

F-32

Table of Contents

Assets and Liabilities Measured at Fair Value under the Fair Value Option

Net changes in fair values included in income for assets and liabilities carried at fair value as a result of the Company’s election of the fair value option by income statement line item are summarized below:

Year ended December 31, 

2025

2024

  ​ ​ ​

2023

Net gains on

Net

Net gains on 

Net

Net gains on 

Net

loans held

loan

loans held

loan

loans held

loan

for sale at 

servicing

for sale at 

servicing

for sale at 

servicing

fair value

  ​ ​ ​

fees

  ​ ​ ​

Total

  ​ ​ ​

fair value

  ​ ​ ​

fees

  ​ ​ ​

Total

  ​ ​ ​

fair value

  ​ ​ ​

fees

  ​ ​ ​

Total

(in thousands)

Assets:

Principal-only stripped mortgage-backed securities

$

$

43,761

$

43,761

$

$

(38,201)

$

(38,201)

$

$

$

Loans held for sale 

1,329,718

1,329,718

624,304

624,304

440,482

440,482

Mortgage servicing rights

(1,413,391)

(1,413,391)

(433,464)

(433,464)

(605,859)

(605,859)

$

1,329,718

$

(1,369,630)

$

(39,912)

$

624,304

$

(471,665)

$

152,639

$

440,482

$

(605,859)

$

(165,377)

Liabilities:

Mortgage servicing liabilities

$

$

111

$

111

$

$

122

$

122

$

$

291

$

291

Following are the fair value and related principal amounts due upon maturity of assets accounted for under the fair value option:

December 31, 2025

December 31, 2024

Principal

Principal

amount

amount

Fair

 due upon 

Fair

 due upon 

Loans held for sale

  ​ ​ ​

value

  ​ ​ ​

maturity

  ​ ​ ​

Difference

  ​ ​ ​

value

  ​ ​ ​

maturity

  ​ ​ ​

Difference

(in thousands)

Current through 89 days delinquent

$

9,080,781

$

8,874,884

$

205,897

$

8,187,561

$

8,089,532

$

98,029

90 days or more delinquent:

Not in foreclosure

32,364

35,669

(3,305)

24,663

27,901

(3,238)

In foreclosure

10,265

19,924

(9,659)

5,244

11,481

(6,237)

$

9,123,410

$

8,930,477

$

192,933

$

8,217,468

$

8,128,914

$

88,554

Assets Measured at Fair Value on a Nonrecurring Basis

Following is a summary of assets held at year end that were remeasured based on fair value on a nonrecurring basis during the year:

Real estate acquired in settlement of loans

Level 1

  ​ ​ ​

Level 2

  ​ ​ ​

Level 3

  ​ ​ ​

Total

  ​ ​ ​

(in thousands)

December 31, 2025

$

$

$

8,731

$

8,731

December 31, 2024

$

$

$

5,238

$

5,238

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The following table summarizes the losses recognized on assets when they were remeasured based on fair values on a nonrecurring basis:

Year ended December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

Real estate acquired in settlement of loans

$

(3,752)

$

(2,384)

$

(710)

Fair Value of Financial Instruments Carried at Amortized Cost

The Company’s Assets sold under agreements to repurchase, Mortgage loan participation purchase and sale agreements, Notes payable secured by mortgage servicing assets and Unsecured senior notes are carried at amortized cost.

These liabilities are classified as “Level 3” fair value items due to the Company’s reliance on unobservable inputs to estimate their fair values. The Company has concluded that the fair values of these liabilities other than the Notes payable secured by mortgage servicing assets and the Unsecured senior notes approximate their carrying values due to their short terms and/or variable interest rates.

The Company estimates the fair value of the term notes and term loans included in Notes payable secured by mortgage servicing assets and the Unsecured senior notes using indications of fair value provided by non-affiliate brokers, pricing services and internal estimates of fair value. The fair value and carrying value of these liabilities are summarized below:

  ​ ​ ​

December 31, 2025

  ​ ​ ​

December 31, 2024

Fair value

Carrying value

Fair value

Carrying value

(in thousands)

Term notes and term loans

$

1,334,248

$

1,326,021

$

1,742,421

$

1,724,120

Unsecured senior notes

$

5,075,675

$

4,831,742

$

3,172,983

$

3,164,032

Valuation Governance

Most of the Company’s financial assets, and all of its derivatives, MSRs, and MSLs are carried at fair value with changes in fair value recognized in current period income. Certain of the Company’s financial assets and derivatives and all of its MSRs and MSLs are “Level 3” fair value assets and liabilities which require use of unobservable inputs that are significant to the estimation of the items’ fair values. Unobservable inputs reflect the Company’s own judgments about the factors that market participants use in pricing an asset or liability, and are based on the best information available under the circumstances.

Due to the difficulty in estimating the fair values of “Level 3” fair value assets and liabilities, the Company has assigned responsibility for estimating the fair values of these assets and liabilities to specialized staff within its capital markets group and subjects the valuation process to significant senior management oversight.

With respect to “Level 3” valuations other than IRLCs, the capital markets valuation staff reports to the Company’s senior management valuation subcommittee, which oversees the valuations. The capital markets valuation staff monitors the models used for valuation of the Company’s “Level 3” fair value assets and liabilities, including the models’ performance versus actual results, and reports those results as well as changes in the valuation of the non-IRLC “Level 3” fair value assets and liabilities, including major factors affecting the valuations and any changes in model methods and inputs, to the Company’s senior management valuation subcommittee. The Company’s senior management valuation subcommittee includes the Company’s chief financial, credit, investment and capital markets officers as well as other senior members of the Company’s finance, risk management and capital markets staffs.

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To assess the reasonableness of its valuations, the capital markets valuation staff presents an analysis of the effect on the valuations of changes to the significant inputs to the models and, for MSRs, comparisons of its estimates of fair value to those procured from non-affiliate brokers and published surveys.

The fair value of the Company’s IRLCs is developed by its capital markets risk management staff and is reviewed by its capital markets operations staff.

Valuation Techniques and Inputs

Following is a description of the techniques and inputs used in estimating the fair values of “Level 2” and “Level 3” fair value assets and liabilities:

Principal-Only Stripped Mortgage-Backed Securities

The Company categorizes principal-only stripped MBS as “Level 2” fair value financial instruments. Fair values of these securities are established based on quoted market prices for these or similar securities.

Loans Held for Sale

Most of the Company’s loans held for sale at fair value are saleable into active markets and are therefore categorized as “Level 2” fair value assets. The fair values of “Level 2” fair value loans are determined using their contracted selling price or quoted market price or market price equivalent.

Certain of the Company’s loans held for sale are not saleable into active markets and are therefore categorized as “Level 3” fair value assets. Loans held for sale categorized as “Level 3” fair value assets include:

Closed-end second lien mortgage loans. At present, there is no active market with significant observable inputs to the estimation of fair value of the closed-end second lien mortgage loans the Company produces.

Early buy out (“EBO”) loans. EBO loans are government guaranteed or insured loans purchased by the Company from Ginnie Mae guaranteed securities in its loan servicing portfolio. The Company’s right to purchase a government guaranteed or insured loan from a Ginnie Mae security arises as the result of the loan being at least three months delinquent on the date of purchase by the Company and provides an alternative to the Company’s obligation to continue advancing principal and interest at the coupon rate of the related Ginnie Mae security. Such a loan may be resold to an investor and thereafter may be repurchased to the extent it becomes eligible for resale into a new Ginnie Mae guaranteed security.

A loan becomes eligible for resale into a new Ginnie Mae security when the loan becomes current either through completion of a modification of the loan’s terms or after three months of timely payments following either the completion of certain types of payment deferral programs or borrower reperformance and when the issuance date of the new security is at least 120 days after the date the loan was last delinquent.

Loans with identified defects. Loans that are not saleable into active markets due to identification of a defect by the Company or to the repurchase by the Company of a loan with an identified defect.

The Company uses a discounted cash flow model to estimate the fair value of its “Level 3” fair value loans held for sale. The significant unobservable inputs used in the fair value measurement of the Company’s “Level 3” fair value loans held for sale are discount rates, home price projections and voluntary prepayments/resale and total prepayment/resale speeds. Significant changes in any of those inputs in isolation could result in a significant change to the loans’ fair value measurement. Increases in home price projections are generally accompanied by an increase in voluntary prepayment speeds.

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Table of Contents

Following is a quantitative summary of key “Level 3” fair value inputs used in the valuation of loans held for sale:

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Fair value (in thousands)

$

307,711

$

434,053

Key inputs (1):

Discount rate:

Range

5.6% – 9.3%

6.5% – 9.3%

Weighted average

6.3%

7.0%

Twelve-month projected housing price index change:

Range

0.8% – 1.3%

2.2% – 2.8%

Weighted average

1.0%

2.3%

Voluntary prepayment/resale speed (2):

Range

6.9% – 22.7%

6.4% – 34.4%

Weighted average

18.9%

22.0%

Total prepayment/resale speed (3):

Range

7.0% – 37.5%

6.5% – 41.3%

Weighted average

24.1%

23.9%

(1) Weighted average inputs are based on the fair values of the “Level 3” fair value loans.

(2) Voluntary prepayment/resale speed is measured using life voluntary Conditional Prepayment Rate (“CPR”).

(3) Total prepayment/resale speed is measured using life total CPR, which includes both voluntary and involuntary prepayment/resale speeds.

Changes in fair value of loans held for sale attributable to changes in a loan’s instrument-specific credit risk are measured with reference to the change in the respective loan’s delinquency status and performance history at period end from the later of the beginning of the period or acquisition date. Changes in fair value of loans held for sale are included in Net gains on loans held for sale at fair value in the Company’s consolidated statements of income.

Derivative Financial Instruments

Interest Rate Lock Commitments

The Company categorizes IRLCs as “Level 3” fair value assets or liabilities. The Company estimates the fair values of IRLCs based on quoted Agency MBS prices or observed trading prices for similar loans, the probability that the loans will be funded or purchased (the “pull-through rate”) and its estimate of the fair value of the MSRs it expects to receive in the sale of the loans.

The significant unobservable inputs used in the fair value measurement of the Company’s IRLCs are the pull-through rate and the estimated fair values of MSRs attributable to the mortgage loans it has committed to originate or purchase. Significant changes in the pull-through rate or the MSR components of the IRLCs, in isolation, could result in significant changes in the IRLCs’ fair value measurements. The financial effects of changes in these inputs are generally inversely correlated as increasing interest rates have a positive effect on the fair value of the MSR component of IRLC fair value, but increase the pull-through rate for the loan principal and interest payment cash flow component, which has decreased in fair value. Changes in fair value of IRLCs are included in Net gains on loans held for sale at fair value in the Company’s consolidated statements of income.

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Table of Contents

Following is a quantitative summary of key unobservable inputs used in the valuation of IRLCs:

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Fair value (in thousands) (1)

 

$

127,276

$

33,565

Committed amount (in thousands)

13,474,638

7,801,677

Key inputs (2):

Pull-through rate:

Range

14.1% – 100%

29.8% – 100%

Weighted average

81.0%

88.2%

Mortgage servicing rights fair value expressed as:

Servicing fee multiple:

Range

1.0 – 8.7

1.0 – 8.6

Weighted average

5.4

5.4

Percentage of loan commitment amount:

Range

0.3% – 4.6%

0.3% – 4.6%

Weighted average

2.2%

2.4%

(1) Amounts include IRLCs with non-affiliates and with PMT. For purposes of this table, the IRLC assets and liability positions are shown net.

(2) Weighted average inputs are based on the committed amounts.

Hedging Derivatives

Fair values of derivative financial instruments actively traded on exchanges are categorized by the Company as “Level 1” fair value assets and liabilities; fair values of derivative financial instruments based on observable interest rates, volatilities and prices in the MBS or other markets are categorized by the Company as “Level 2” fair value assets and liabilities.

Changes in the fair value of hedging derivatives are included in Net gains on loans acquired for sale at fair value, or Net loan servicing fees – Mortgage servicing rights hedging results, as applicable, in the Company’s consolidated statements of income.

Mortgage Servicing Rights

MSRs are categorized as “Level 3” fair value assets. The Company uses a discounted cash flow approach to estimate the fair value of MSRs. Beginning in the third quarter of 2025, the Company enhanced its discounted cash flow approach to estimate the period-end fair value of its MSRs and MSLs with the adoption of an Option-Adjusted Spread (“OAS”) discounted cash flow model. The OAS model allows the Company to account for the likelihood of interest rates moving along different paths as economic conditions change in its assessment of the fair value of MSRs and MSLs as opposed to a single assumed rate path. Adoption of the OAS model did not have a significant effect on the fair value of MSRs.

The key inputs used in the estimation of the fair value of MSRs include the applicable prepayment rate (prepayment speed), OAS or pricing spread (the OAS and pricing spread are components of the discount rate), and annual per-loan cost to service the underlying loans, all of which are unobservable. Significant changes to any of those inputs in isolation could result in a significant change in the MSR fair value measurement. Changes in these key inputs are not directly related. Changes in the fair value of MSRs are included in Net loan servicing fees—Change in fair value of mortgage servicing rights and mortgage servicing liabilities in the Company’s consolidated statements of income.

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Table of Contents

Following are the key inputs used in determining the fair value of MSRs received by the Company when it retains the obligation to service the mortgage loans it sells:

Year ended December 31, 

2025

2024

2023

(Amount recognized and unpaid principal balance of 
underlying mortgage loans amounts in thousands)

MSR and underlying loan characteristics:

Amount recognized

  ​ ​ ​

$2,940,455

$2,280,830

$1,849,957

Unpaid principal balance of underlying mortgage loans

$131,583,332

$100,662,790

$86,606,196

Weighted average servicing fee rate (in basis points)

41

45

46

Key inputs (1):

Annual total prepayment speed (2):

Range

6.6% – 16.0%

6.4% – 25.8%

7.2% – 23.2%

Weighted average

8.8%

10.1%

10.7%

Equivalent average life (in years):

Range

3.7 – 10.2

3.5 – 9.9

3.0 – 9.8

Weighted average

8.6

8.0

7.7

Pricing spread (3):

Range

4.9% – 12.6%

4.9% – 12.6%

5.5% – 12.6%

Weighted average

5.6%

5.8%

6.8%

Annual per-loan cost of servicing:

Range

$69 – $127

$69 – $127

$68 – $127

Weighted average

$99

$99

$99

(1) Weighted average inputs are based on the UPB of the underlying loans.

(2) Annual total prepayment speed is measured using life total CPR, which includes both voluntary and involuntary prepayments. Equivalent average life is provided as supplementary information.

(3) Pricing spread represents a margin that is applied to a reference interest rate’s forward rate curve to develop periodic discount rates. The Company applies a pricing spread to a derived United States Treasury Securities (“Treasury”) yield curve for purposes of discounting cash flows relating to its initial recognition of MSRs.

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Table of Contents

Following is a quantitative summary of key inputs used in the valuation of the Company’s MSRs at year end and the effect on the fair value from adverse changes in those inputs:

December 31, 

2025

2024

(Fair value, unpaid principal balance of underlying mortgage

 loans and effect on fair value amounts in thousands)

Fair value

$ 9,598,941

$ 8,744,528

Underlying loan characteristics:

Unpaid principal balance

$ 462,020,147

$ 426,055,220

Weighted average note interest rate

4.7%

4.5%

Weighted average servicing fee rate (in basis points)

39

38

Key inputs (1):

Annual total prepayment speed (2):

Range

6.0% – 22.7%

5.9% – 17.7%

Weighted average

9.0%

7.8%

Equivalent average life (in years):

Range

2.5 – 9.0

2.7 – 9.1

Weighted average

8.0

8.4

Effect on fair value of (3):

5% adverse change

($168,856)

($126,224)

10% adverse change

($331,359)

($248,349)

20% adverse change

($638,689)

($481,100)

Option-adjusted spread (4):

Range

2.6% – 13.2%

Weighted average

4.7%

Pricing spread (5):

Range

5.0% – 11.3%

Weighted average

6.2%

Effect on fair value of (3):

5% adverse change

($95,530)

($113,419)

10% adverse change

($189,008)

($223,960)

20% adverse change

($370,059)

($436,805)

Per-loan annual cost of servicing:

Range

$70 – $127

$68 – $130

Weighted average

$106

$105

Effect on fair value of (3):

5% adverse change

($50,531)

($48,830)

10% adverse change

($101,061)

($97,661)

20% adverse change

($202,122)

($195,321)

(1) Weighted average inputs are based on the UPB of the underlying loans.

(2) Annual total prepayment speed is measured using life total CPR, which includes both voluntary and involuntary prepayments. Equivalent average life is provided as supplementary information.
(3) These sensitivity analyses are limited in that they were performed as of a particular date; only contemplate the movements in the indicated inputs; do not incorporate changes to other inputs; are subject to the accuracy of the models and inputs used; and do not incorporate other factors that would affect the Company’s overall financial performance in such events, including operational adjustments made to account for changing circumstances. For these reasons, these analyses should not be viewed as projections of the effect of shock events or as earnings forecasts.
(4) The option-adjusted spread is a margin that is applied to a reference interest rate’s projected curve to develop periodic discount rates. The Company applies an option-adjusted spread to multiple simulated paths of a derived Treasury yield curve for purposes of discounting cash flows relating to MSRs.

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Table of Contents

(5) Pricing spread represents a margin that is applied to a reference interest rate’s forward rate curve to develop periodic discount rates. Through June 30, 2025, the Company applied a fixed pricing spread to a derived Treasury yield curve for purposes of discounting cash flows relating period-end MSRs.

Mortgage Servicing Liabilities

MSLs are categorized as “Level 3” fair value liabilities. The Company uses a discounted cash flow approach to estimate the fair value of MSLs. The key inputs used in the estimation of the fair value of MSLs include the applicable annual total prepayment speed, OAS or pricing spread, and the per-loan annual cost of servicing the underlying loans. Changes in the fair value of MSLs are included in Net servicing fees—Change in fair value of mortgage servicing rights and mortgage servicing liabilities in the consolidated statements of income. Beginning in the third quarter of 2025, the Company enhanced its period-end discounted cash flow valuation of MSLs by utilizing an OAS discounted cashflow model, which utilizes an OAS rather than a pricing spread.

Following are the key inputs used in determining the fair value of MSLs:

December 31, 

2025

2024

Fair value (in thousands)

$

1,572

$

1,683

Underlying loan characteristics:

 

  ​ ​ ​

Unpaid principal balance of underlying loans (in thousands)

$

15,298

$

19,528

Servicing fee rate (in basis points)

25

25

Key inputs (1):

Annual total prepayment speed (2)

14.2%

15.7%

Equivalent average life (in years)

5.5

5.1

Option-adjusted spread (3)

9.1%

Pricing spread (4)

8.6%

Per-loan annual cost of servicing

$

853

$

969

(1) Weighted average inputs are based on the UPB of the underlying mortgage loans.
(2) Annual total prepayment speed is measured using life total CPR, which includes both voluntary and involuntary prepayments. Equivalent average life is provided as supplementary information.
(3) The option-adjusted spread is a margin that is applied to a reference interest rate’s projected curve to develop periodic discount rates. The Company applies an option-adjusted spread to multiple simulated paths of a derived Treasury yield curve for purposes of discounting cash flows relating to MSLs.
(4) Pricing spread represents a margin that is applied to a reference interest rate’s forward rate curve to develop periodic discount rates. Through June 30, 2025, the Company applied a fixed pricing spread to a derived Treasury yield curve for purposes of discounting cash flows relating to MSLs.

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Table of Contents

Note 7—Principal-Only Stripped Mortgage-Backed Securities

Following is a summary of activity in the Company’s investment in principal-only stripped MBS:

Year ended December 31, 

2025

2024

(in thousands)

Balance at beginning of year

$

825,865

$

Purchases

935,356

Repayments

(193,133)

(96,516)

Changes in fair value included in income arising from:

Accrual of purchase discounts

46,035

25,226

Valuation adjustments

43,761

(38,201)

89,796

(12,975)

Balance at end of year

$

722,528

$

825,865

Following is a summary of the Company’s investment in principal-only stripped MBS:

December 31, 

2025

2024

(in thousands)

Principal balance

$

868,350

$

1,061,484

Unearned discount

(151,382)

(197,418)

Cumulative valuation change

5,560

(38,201)

Fair value

$

722,528

$

825,865

Fair value of principal-only stripped mortgage-backed securities pledged to secure Assets sold under agreements to repurchase

$

722,528

$

825,865

All of the Company’s principal-only stripped MBS had contractual maturities of over ten years.

Note 8—Loans Held for Sale at Fair Value

Following is a summary of loans held for sale at fair value:

December 31, 

Mortgage type

  ​ ​ ​

2025

  ​ ​ ​

2024

(in thousands)

Government-insured or guaranteed

$

5,140,921

$

4,154,069

Conventional conforming

2,972,372

3,127,082

Jumbo

699,309

502,264

Non-qualified

3,097

Closed-end second lien

156,003

272,285

Purchased from Ginnie Mae securities serviced by the Company

127,920

145,026

Repurchased pursuant to representations and warranties

23,788

16,742

$

9,123,410

$

8,217,468

Fair value of loans pledged to secure:

Assets sold under agreements to repurchase

$

8,245,256

$

7,612,832

Mortgage loan participation purchase and sale agreements

738,247

528,002

$

8,983,503

$

8,140,834

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Table of Contents

Note 9—Derivative Financial Instruments

Derivative Notional Amounts and Fair Value of Derivatives

The Company had the following derivative financial instruments recorded on its consolidated balance sheets:

December 31, 2025

December 31, 2024

Fair value

Fair value

Notional

Derivative

Derivative

Notional

Derivative

Derivative

Derivative instrument

  ​ ​ ​

amount (1)

  ​ ​ ​

assets

  ​ ​ ​

liabilities

  ​ ​ ​

amount (1)

  ​ ​ ​

assets

  ​ ​ ​

liabilities

(in thousands)

Non-affiliates:

Not subject to master netting arrangements:

Interest rate lock commitments

13,474,638

$

131,536

$

4,260

7,801,677

$

56,946

$

23,381

Subject to master netting arrangements (2):

Forward purchase contracts

14,311,234

49,499

2,845

12,760,764

3,701

66,646

Forward sales contracts

22,291,811

16,399

47,692

23,440,334

152,526

12,854

MBS put options

450,000

3,278

Put options on interest rate futures purchase contracts

12,625,000

22,769

4,270,000

12,592

Call options on interest rate futures purchase contracts

7,750,000

2,086

7,600,000

3,250

Total return swap

39,998

8

Treasury futures purchase contracts

11,841,400

7,467,000

Treasury futures sale contracts

8,607,100

10,521,000

Total derivatives before netting

222,297

54,797

232,293

102,881

Netting

(36,779)

(45,238)

(119,217)

(61,981)

$

185,518

$

9,559

$

113,076

$

40,900

PennyMac Mortgage Investment Trust:

Interest rate lock commitments not subject to master netting arrangements

1,207,859

2,257

4,605

Forward sale contract subject to master netting arrangements

250,638

142

1,784

Total derivatives before netting

2,399

6,389

Netting

(142)

(142)

$

2,257

$

6,247

$

$

Deposits placed with (received from) derivative counterparties included in the derivative balances above, net

$

8,459

$

(57,236)

(1) Notional amounts provide an indication of the volume of the Company’s derivative activity.

(2) All derivatives subject to master netting agreements are interest rate derivatives that are used as economic hedges.

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Table of Contents

Derivative Assets, Financial Instruments, and Cash Collateral Held by Counterparty

The following table summarizes by significant counterparty the amount of derivative asset positions after considering master netting arrangements and financial instruments or cash pledged that do not meet the accounting guidance to qualify for setoff accounting.

December 31, 2025

December 31, 2024

Gross amount not 

Gross amount not

offset in the

offset in the

consolidated 

consolidated 

Net amount

balance sheet

Net amount

balance sheet

of assets in the

Cash

of assets in the

Cash

consolidated

Financial

collateral

Net

consolidated

Financial

collateral

Net

Counterparty

  ​ ​

balance sheet

  ​ ​

instruments

  ​ ​

received

  ​ ​

amount

  ​ ​

balance sheet

  ​ ​

instruments

  ​ ​

received

  ​ ​

amount

(in thousands)

Non-affiliates:

Interest rate lock commitments

$

131,536

$

$

$

131,536

$

56,946

$

$

$

56,946

RJ O' Brien

24,855

24,855

15,842

15,842

Morgan Stanley Bank, N.A.

10,673

10,673

15,260

15,260

Barclays Capital

3,919

3,919

Bank of Montreal

2,676

2,676

3,781

3,781

Goldman Sachs

1,769

1,769

Santander US Capital Markets LLC

1,723

1,723

BNP Paribas

1,011

1,011

2,260

2,260

Bank of America, N.A.

8,221

8,221

Athene Annuity & Life Assurance Company

2,352

2,352

Mizuho Bank, Ltd.

1,683

1,683

Others

7,356

7,356

6,731

6,731

$

185,518

$

$

$

185,518

$

113,076

$

$

$

113,076

PennyMac Mortgage Investment Trust

$

2,257

$

$

$

2,257

$

$

$

$

Derivative Liabilities, Financial Instruments, and Collateral Held by Counterparty

The following table summarizes by significant counterparty the amount of derivative liabilities and assets sold under agreements to repurchase after considering master netting arrangements and financial instruments or cash pledged that do not meet the accounting guidance to qualify for setoff accounting. All assets sold under agreements to repurchase are secured by sufficient collateral with fair values that exceed the liability amounts recorded on the consolidated balance sheets.

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Table of Contents

December 31, 2025

December 31, 2024

Gross amounts

Gross amounts

not offset in the

not offset in the

Net amount

consolidated 

Net amount

consolidated 

of liabilities

balance sheet

of liabilities

balance sheet

in the

Cash

in the

Cash

consolidated

Financial

 collateral 

Net

consolidated

Financial

collateral

Net

Counterparty

 

balance sheet

 

instruments (1)

 

pledged

 

amount

 

balance sheet

 

instruments (1)

 

pledged

 

amount

(in thousands)

Non-affiliates:

Interest rate lock commitments

$

4,260

$

$

$

4,260

$

23,381

$

$

$

23,381

Atlas Securitized Products, L.P.

3,151,222

(3,151,222)

1,938,756

(1,938,756)

Bank of America, N.A.

1,121,585

(1,120,457)

1,128

1,294,213

(1,294,213)

JPMorgan Chase Bank, N.A.

767,903

(767,903)

1,220,822

(1,214,559)

6,263

Wells Fargo Bank, N.A.

650,094

(650,094)

795,119

(789,305)

5,814

Nomura Corporate Funding Americas

596,608

(596,608)

175,000

(175,000)

Royal Bank of Canada

534,163

(534,163)

785,597

(785,597)

Citibank, N.A.

444,851

(444,851)

455,426

(455,426)

Morgan Stanley Bank, N.A.

407,678

(407,678)

472,659

(472,659)

BNP Paribas

342,500

(342,500)

568,790

(568,790)

Santander US Capital Markets LLC

238,668

(238,668)

282,077

(282,077)

Barclays Capital

229,055

(229,055)

258,559

(254,750)

3,809

Goldman Sachs

168,428

(168,428)

336,894

(336,624)

270

Mizuho Bank, Ltd.

149,588

(149,588)

125,000

(125,000)

Ellington Management

1,424

1,424

Others

2,747

2,747

1,363

1,363

$

8,810,774

$

(8,801,215)

$

$

9,559

$

8,733,656

$

(8,692,756)

$

$

40,900

PennyMac Mortgage Investment Trust

$

6,247

$

$

$

6,247

$

$

$

$

(1) Amounts represent the UPB of Assets sold under agreements to repurchase.

Following are the gains (losses) recognized by the Company on derivative financial instruments and the consolidated statement of income lines where such gains and losses are included:

Year ended December 31, 

Derivative activity

  ​ ​ ​

Consolidated statement of income line

  ​ ​ ​

2025

  ​ ​ ​

2024

 

2023

(in thousands)

Interest rate lock commitments

Net gains on loans held for sale at fair value (1)

$

91,363

$

(56,028)

$

63,749

Hedged item:

Interest rate lock commitments and loans held for sale

Net gains on loans held for sale at fair value

$

(401,668)

$

251,305

$

46,941

Mortgage servicing rights

Net loan servicing fees–Mortgage servicing rights hedging results

$

12,785

$

(794,282)

$

(236,778)

(1) Represents net change in fair value of IRLCs from the beginning to the end of the year. Amounts recognized at the date of commitment and fair value changes recognized during the period until purchase of the underlying loans or the cancellation of the commitment are shown in the rollforward of IRLCs for the year in Note 6 – Fair Value – Assets and Liabilities Measured at Fair Value on a Recurring Basis.

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Table of Contents

Note 10—Mortgage Servicing Rights and Mortgage Servicing Liabilities

Mortgage Servicing Rights at Fair Value:

The activity in MSRs is as follows:

Year ended December 31, 

2025

2024

2023

(in thousands)

Balance at beginning of year

  ​ ​ ​

$

8,744,528

  ​ ​ ​

$

7,099,348

  ​ ​ ​

$

5,953,621

Additions (deductions):

MSRs resulting from loan sales

2,940,455

2,280,830

1,849,957

Exchange of mortgage servicing spread for interest-only stripped mortgage-backed securities

(202,186)

(98,066)

Transfer of mortgage servicing rights relating to delinquent loans to Agency

(305)

Sales to:

Non-affiliates

(665,167)

PennyMac Mortgage Investment Trust

(7,484)

2,267,804

2,078,644

1,751,586

Change in fair value due to:

Changes in inputs used in valuation model (1)

(251,669)

407,423

56,757

Other changes in fair value (2)

(1,161,722)

(840,887)

(662,616)

Total change in fair value

(1,413,391)

(433,464)

(605,859)

Balance at end of year

$

9,598,941

$

8,744,528

$

7,099,348

Unpaid principal balance of underlying loans at end of year

$

462,020,147

$

426,055,220

$

370,244,119

December 31,

2025

2024

(in thousands)

Fair value of mortgage servicing rights pledged to secure Assets sold under agreements to repurchase and Notes payable secured by mortgage servicing assets

$

9,367,851

$

8,609,388

(1) Principally reflects changes in annual total prepayment speed, OAS or pricing spread and per loan annual cost of servicing inputs.

(2) Represents changes due to realization of cash flows.

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Table of Contents

Mortgage Servicing Liabilities at Fair Value:

The activity in MSLs is summarized below:

Year ended December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

Balance at beginning of year

$

1,683

$

1,805

$

2,096

Changes in fair value due to:

Changes in inputs used in valuation model (1)

3

35

(50)

Other changes in fair value (2)

(114)

(157)

(241)

Total change in fair value

(111)

(122)

(291)

Balance at end of year

$

1,572

$

1,683

$

1,805

Unpaid principal balance of underlying loans at end of year

$

15,298

$

19,528

$

24,892

(1) Principally reflects changes in annual total prepayment speed, OAS or pricing spread and per loan annual cost of servicing.

(2) Represents changes due to realization of cash flows.

Contractual servicing fees relating to MSRs and MSLs are recorded in Net loan servicing fees—Loan servicing fees—From non-affiliates on the consolidated statements of income; other fees relating to MSRs and MSLs are recorded in Net loan servicing fees—Loan servicing fees—Other on the Company’s consolidated statements of income. Such amounts are summarized below:

Year ended December 31,

 

2025

2024

2023

(in thousands)

Contractual servicing fees

$

1,776,557

$

1,529,452

$

1,268,650

Other fees:

Late charges

82,821

73,227

55,685

Other

17,131

13,705

9,539

$

1,876,509

$

1,616,384

$

1,333,874

Note 11—Capitalized Software

Capitalized software, included in Other assets, is summarized below:

December 31, 

  ​ ​ ​

2025

2024

(in thousands)

Cost

$

319,114

  ​ ​ ​

$

286,467

Less: Accumulated amortization

(210,969)

(165,665)

$

108,145

$

120,802

Amortization and impairment of capitalized software, included in Technology expense, are summarized below:

Year ended December 31, 

2025

2024

2023

  ​ ​ ​

(in thousands)

Amortization

$

47,344

  ​ ​ ​

$

48,169

  ​ ​ ​

$

43,462

Impairment

$

4,597

$

147

$

46

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Table of Contents

Note 12—Furniture, Fixtures, Equipment and Leasehold Improvements

Furniture, fixtures, equipment and leasehold improvements, included in Other assets, are summarized below:

December 31, 

2025

2024

  ​ ​ ​

(in thousands)

 

Furniture, fixtures, equipment and leasehold improvements

$

96,277

  ​ ​ ​

$

84,382

 

Less: Accumulated depreciation and amortization

(78,488)

(71,466)

$

17,789

$

12,916

Depreciation and amortization expenses included in Occupancy and equipment expense are summarized below:

,

Year ended December 31, 

2025

2024

2023

  ​ ​ ​

(in thousands)

Depreciation and amortization expenses

$

7,048

  ​ ​ ​

$

7,815

  ​ ​ ​

$

9,752

Note 13—Leases

The Company has operating lease agreements relating to its office facilities. The Company’s operating lease agreements have remaining terms ranging from less than one year to eight years; some of these operating lease agreements include options to extend the term for up to five years. None of the Company’s operating lease agreements require the Company to make variable lease payments.

The Company’s operating lease right-of-use assets, included in Other assets, and leasing activity is summarized below:

Year ended December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(dollars in thousands)

Lease expense:

Operating leases

$

17,622

$

15,870

$

18,782

Short-term leases

376

303

436

Sublease income

(1,510)

(1,405)

(902)

Net lease expense included in Occupancy and equipment expense

$

16,488

$

14,768

$

18,316

Other information:

Payments for operating leases

$

20,836

$

20,118

$

24,026

Operating lease right-of-use assets recognized

$

40,148

$

1,388

$

2,893

Year end weighted averages:

Remaining lease term (in years)

5.3

3.6

4.3

Discount rate

5.6%

4.0%

3.8%

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Table of Contents

The maturities of the Company’s operating lease liabilities are summarized below:

Year ended December 31,

Operating leases

(in thousands)

2026

$

17,441

2027

11,885

2028

12,718

2029

14,093

2030

16,065

Thereafter

17,456

Total lease payments

89,658

Less imputed interest

(14,553)

Operating lease liability included in Accounts payable and accrued expenses

$

75,105

Note 14—Other Assets

Other assets are summarized below:

December 31, 

2025

  ​ ​ ​

2024

(in thousands)

Margin deposits

$

407,978

$

288,153

Capitalized software, net

108,145

120,802

Operating lease right-of-use assets

61,757

36,572

Prepaid expenses

50,062

45,762

Servicing fees receivable, net

48,279

38,676

Other servicing receivables

36,296

54,058

Interest receivable

40,173

41,286

Real estate acquired in settlement of loans

37,675

14,976

Furniture, fixtures, equipment and building improvements, net

17,789

12,916

Deposits securing Assets sold under agreements to repurchase and
Notes payable secured by mortgage servicing assets

10,393

16,697

Other

208,366

100,183

$

1,026,913

$

770,081

Deposits securing Assets sold under agreements to repurchase or Notes payable secured by mortgage servicing assets

$

10,393

$

16,697

Note 15—Short-Term Debt

The borrowing facilities described throughout these Notes 15 and 16 contain various covenants, including financial covenants governing the Company’s net worth, debt-to-equity ratio and liquidity. Management believes that the Company was in compliance with these covenants as of December 31, 2025.

Assets Sold Under Agreements to Repurchase

The Company has multiple borrowing facilities in the form of asset sales under agreements to repurchase. These borrowing facilities are secured by principal-only stripped MBS, loans held for sale, participation certificates backed by mortgage servicing assets or margin deposits. Eligible assets are sold at advance rates based on the fair value (as determined by the lender) of the assets sold. Interest is charged at a rate based on the Secured Overnight Financing Rate (“SOFR”). Principal-only stripped MBS, mortgage servicing assets, loans and participation certificates backed by mortgage servicing assets financed under these agreements may be re-pledged by the lenders.

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Table of Contents

Assets sold under agreements to repurchase are summarized below:

Year ended December 31, 

2025

2024

2023

(dollars in thousands)

Average balance of assets sold under agreements to repurchase

$

7,336,946

$

5,474,998

$

3,701,448

Weighted average interest rate (1)

5.84%

6.79%

7.12%

Total interest expense

$

450,268

$

393,977

$

279,289

Maximum daily amount outstanding

$

10,557,165

$

8,591,735

$

6,358,007

(1) Excludes the effect of amortization of debt issuance costs and non-utilization fees totaling $21.5 million, $22.2 million and $15.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.

December 31, 

2025

  ​ ​ ​

2024

(dollars in thousands)

Carrying value:

Unpaid principal balance

$

8,801,215

$

8,692,756

Unamortized debt issuance costs

(7,213)

(7,549)

$

8,794,002

  ​ ​ ​

$

8,685,207

Weighted average interest rate

5.18%

5.89%

Available borrowing capacity (1):

Committed

$

1,486,344

$

460,000

Uncommitted

3,367,758

3,104,026

$

4,854,102

$

3,564,026

Assets securing repurchase agreements:

Principal-only stripped mortgage-backed securities

$

722,528

$

825,865

Loans held for sale

$

8,245,256

$

7,612,832

Servicing advances (2)

$

406,825

$

357,939

Mortgage servicing rights (2)

$

7,968,105

$

7,488,539

Deposits (2)

$

10,393

$

16,697

(1) The amount the Company is able to borrow under asset repurchase agreements is tied to the fair value of unencumbered assets eligible to secure those agreements and the Company’s ability to fund the agreements’ margin requirements relating to the assets financed.

(2) Beneficial interests in the Ginnie Mae MSRs, Fannie Mae MSRs, servicing advances and deposits together serve as the collateral backing servicing asset facilities that are included in Assets sold under agreements to repurchase and the term notes and term loans included in Notes payable secured by mortgage servicing assets. The term notes and term loans are described in Note 16 — Long-Term Debt - Notes payable secured by mortgage servicing assets.

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Table of Contents

Following is a summary of maturities of outstanding advances under repurchase agreements by maturity date:

Remaining maturity at December 31, 2025 (1)

Unpaid principal balance

(dollars in thousands)

Within 30 days

$

1,528,218

Over 30 to 90 days

6,559,501

Over 90 to 180 days

138,950

Over 180 days to one year

250,000

Over one year to two years

324,546

Total assets sold under agreements to repurchase

$

8,801,215

Weighted average maturity (in months)

3.4

(1) The Company is subject to margin calls during the period the agreements are outstanding and therefore may be required to repay a portion of the borrowings before the respective agreements mature if the fair value (as determined by the applicable lender) of the assets securing those agreements decreases.

Amounts at Risk

The amounts at risk (the fair value of the assets pledged plus the related margin deposits, less the amounts advanced by the counterparty and interest payable) relating to the Company’s assets sold under agreements to repurchase are summarized by counterparty below as of December 31, 2025:

Loans held for sale and MSRs

Weighted average

Counterparty

  ​ ​ ​

Amount at risk

  ​ ​ ​

maturity of advances  

  ​ ​ ​

Facility maturity

(in thousands)

Atlas Securitized Products, L.P., Goldman Sachs Bank USA, Nomura Corporate Funding Americas and Mizuho Bank, Ltd. (1)

$

6,642,963

March 6, 2027

March 6, 2027

Atlas Securitized Products, L.P.

$

267,343

April 17, 2026

December 10, 2027

Bank of America, N.A.

$

89,902

February 1, 2026

June 9, 2027

Royal Bank of Canada

$

33,291

January 28, 2026

November 10, 2026

JP Morgan Chase Bank, N.A.

$

31,391

April 9, 2026

July 7, 2026

Nomura Corporate Funding Americas

$

26,440

March 19, 2026

August 4, 2026

Citibank, N.A.

$

23,075

March 10, 2026

  ​ ​ ​

August 21, 2026

Morgan Stanley Bank, N.A.

$

24,184

March 16, 2026

October 22, 2027

Wells Fargo Bank, N.A.

$

19,335

March 14, 2026

June 11, 2027

BNP Paribas

$

17,721

March 21, 2026

September 30, 2026

Barclays Bank PLC

$

16,492

March 5, 2026

March 6, 2026

Mizuho Bank, Ltd.

$

9,213

May 25, 2026

October 14, 2026

Goldman Sachs Bank USA

$

6,754

March 18, 2026

February 13, 2027

(1) The amount at risk includes the beneficial interests in Ginnie Mae MSRs, Fannie Mae MSRs, servicing advances and deposits pledged to serve as the collateral backing servicing asset facilities included in Assets sold under agreements to repurchase and the term notes and term loans included in Notes payable secured by mortgage servicing assets. The facilities mature on various dates through December 10, 2027 and the facility maturity date shown in this table represents a weighted average of those dates.

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Table of Contents

Principal-only stripped MBS

Counterparty

  ​ ​ ​

Amount at risk

  ​ ​ ​

Maturity

(in thousands)

Bank of America, N.A.

$

3,179

January 28, 2026

JP Morgan Chase Bank, N.A.

$

20,591

January 7, 2026

Wells Fargo Bank, N.A.

$

17,918

January 23, 2026

Santander US Capital Markets LLC

$

13,956

January 15, 2026

Mortgage Loan Participation Purchase and Sale Agreements

Two of the borrowing facilities secured by mortgage loans held for sale are in the form of mortgage loan participation purchase and sale agreements. Participation certificates, each of which represents an undivided beneficial ownership interest in mortgage loans that have been pooled with Ginnie Mae, Freddie Mac, or Fannie Mae, are sold to a lender pending securitization of the mortgage loans and sale of the resulting securities. A commitment to sell the securities resulting from the pending securitization between the Company and a non-affiliate is also assigned to the lender at the time a participation certificate is sold.

The purchase price paid by the lender for each participation certificate is based on the trade price of the security, plus an amount of interest expected to accrue on the security to its anticipated delivery date, minus a present value adjustment, any related hedging costs and a holdback amount that is based on a percentage of the purchase price. The holdback amount is not required to be paid to the Company until the settlement of the security and its delivery to the lender.

The mortgage loan participation purchase and sale agreements are summarized below:

Year ended December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

 

2023

(dollars in thousands)

Average balance

$

284,832

$

243,132

$

238,197

Weighted average interest rate (1)

5.52%

6.46%

6.48%

Total interest expense

$

16,546

$

16,404

$

16,129

Maximum daily amount outstanding

$

707,426

$

518,042

$

515,537

(1) Excludes the effect of amortization of debt issuance costs totaling $813,000, $695,000 and $688,000 for the years ended December 31, 2025, 2024 and 2023, respectively.

December 31, 

2025

  ​ ​ ​

2024

(dollars in thousands)

Carrying value:

Unpaid principal balance

$

697,087

$

496,856

Unamortized debt issuance costs

(469)

(344)

$

696,618

  ​ ​ ​

$

496,512

Weighted average interest rate

4.94%

5.58%

Fair value of loans pledged to secure mortgage loan participation purchase and sale agreements

$

738,247

$

528,002

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Table of Contents

Note 16—Long-Term Debt

Notes Payable Secured by Mortgage Servicing Assets

Term Notes and Term Loans

The Company, through its wholly-owned subsidiaries PNMAC, PLS and the PNMAC GMSR ISSUER TRUST (“Issuer Trust”), has entered into a structured finance transaction, in which PLS pledges and/or sells to the Issuer Trust participation certificates representing beneficial interests in Ginnie Mae mortgage servicing assets pursuant to a repurchase agreement. The Issuer Trust has issued VFNs to PLS, has issued secured term notes (the “Term Notes”) to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and has entered into a series of syndicated term loans with various lenders (the “Term Loans”). The VFNs, Term Notes and Term Loans are secured by the participation certificates relating to Ginnie Mae mortgage servicing assets financed pursuant to the servicing asset repurchase facilities, and rank pari passu with the mortgage servicing asset VFNs.

Following is a summary of the issued and outstanding Term Notes and Term Loans:

Maturity date

Issuance date

  ​ ​ ​

Principal balance

  ​ ​ ​

Annual interest rate spread (1)

  ​ ​ ​

Stated

  ​ ​ ​

Optional extension (2)

(in thousands)

Term Notes:

February 29, 2024

$

425,000

3.20%

March 26, 2029

March 25, 2031

August 14, 2025

300,000

2.45%

August 26, 2030

August 25, 2032

Term Loans:

February 28, 2023

480,000

3.00%

February 25, 2028

February 25, 2029

October 25, 2023

125,000

3.00%

October 25, 2028

$

1,330,000

(1) Interest is charged at a rate based on SOFR plus a spread.
(2) The Term Notes and Term Loans’ indentures provide the Company with the option to extend the maturity of the Term Notes or Term Loans as specified in the respective agreements.

Freddie Mac MSR Notes Payable

The Company has notes payable to two lenders that are secured by Freddie Mac MSRs. Interest is charged at a rate of SOFR plus a spread as defined in the agreements. The facilities expire on March 6 and August 21, 2026. The maximum amount that the Company may borrow under the notes payable is $1.1 billion, $1.0 billion of which is committed, and may be reduced by other debt outstanding with the counterparties.

Notes payable secured by mortgage servicing assets are summarized below:

Year ended December 31, 

2025

2024

2023

(dollars in thousands)

Average balance

$

1,571,370

$

1,848,374

$

2,421,124

Weighted average interest rate (1)

7.58%

8.73%

8.59%

Total interest expense

$

122,807

$

164,161

$

211,085

(1) Excludes the effect of amortization of debt issuance costs totaling $3.7 million, $2.9 million and $3.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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Table of Contents

December 31, 

2025

  ​ ​ ​

2024

(dollars in thousands)

Carrying value:

Unpaid principal balance:

Term Notes and Term Loans

$

1,330,000

  ​ ​ ​

$

1,730,000

Freddie Mac MSR notes payable

325,000

1,330,000

2,055,000

Unamortized debt issuance costs

(3,979)

(6,028)

$

1,326,021

$

2,048,972

Weighted average interest rate

6.69%

7.81%

Assets pledged to secure notes payable (1):

Servicing advances

$

406,825

$

357,939

Mortgage servicing rights

$

9,367,851

$

8,609,388

Deposits

$

10,393

$

16,697

(1) Beneficial interests in the Ginnie Mae MSRs, servicing advances and deposits together serve as the collateral backing servicing asset facilities that are included in Assets sold under agreements to repurchase and the Term Notes and Term Loans are included in Notes payable secured by mortgage servicing assets.

Unsecured Senior Notes

The Company issued unsecured senior notes (the “Unsecured Notes”) to qualified institutional buyers under Rule 144A of the Securities Act. The Unsecured Notes are senior unsecured obligations of the Company and will rank senior in right of payment to any future subordinate indebtedness of the Company, equally in right of payment with all existing and future senior indebtedness of the Company and effectively subordinate to any existing and future secured indebtedness of the Company to the extent of the fair value of collateral securing such indebtedness.

The Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by PFSI’s existing and future wholly-owned domestic subsidiaries (other than certain excluded subsidiaries defined in the indenture under which the Unsecured Notes were issued). The guarantees are senior unsecured obligations of the guarantors and will rank senior in right of payment to any future subordinate indebtedness of the guarantors, equally in right of payment with all existing and future senior indebtedness of the guarantors and effectively subordinate to any existing and future secured indebtedness of the guarantors to the extent of the fair value of collateral securing such indebtedness. The Unsecured Notes and the guarantees are structurally subordinate to the indebtedness and liabilities of the Company’s subsidiaries that do not guarantee the Unsecured Notes.

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Table of Contents

Following is a summary of the Company’s issued and outstanding Unsecured Notes:

Issuance date

Principal balance

Note interest rate

Maturity date

Optional redemption date (1)

(in thousands)

(annual)

February 11, 2021

$

650,000

4.25%

February 15, 2029

February 15, 2024

September 16, 2021

500,000

5.75%

September 15, 2031

September 15, 2026

December 11, 2023

750,000

7.875%

December 15, 2029

December 15, 2026

May 23, 2024

650,000

7.125%

November 15, 2030

November 15, 2026

February 6, 2025

850,000

6.875%

February 15, 2033

February 15, 2028

May 1, 2025

850,000

6.875%

May 15, 2032

May 15, 2028

August 7, 2025

650,000

6.750%

February 15, 2034

August 15, 2028

$

4,900,000

(1) Before the optional redemption date, the Company may redeem some or all of the Unsecured Notes for that issuance at a price equal to 100% of the principal amount, plus accrued and unpaid interest and a make-whole premium or the Company may redeem up to 40% of the Unsecured Notes for that issuance with an amount equal to or less than the net proceeds from certain equity offerings at the redemption price set forth in the indenture, plus accrued and unpaid interest. On or after the optional redemption date, the Company may redeem some or all of the Unsecured Notes for that issuance at the redemption prices set forth in the indenture, plus accrued and unpaid interest.

Year ended December 31, 

 

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(dollars in thousands)

Average balance

$

4,356,576

$

2,946,039

$

1,843,151

Weighted average interest rate (1)

6.46%

6.04%

5.13%

Total interest expense

$

291,562

$

184,304

$

98,396

(1) Excludes the effect of amortization of debt issuance costs of $10.0 million, $6.5 million and $3.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.

December 31, 

2025

  ​ ​ ​

2024

(dollars in thousands)

Carrying value:

Unpaid principal balance

$

4,900,000

  ​ ​ ​

$

3,200,000

Unamortized debt issuance costs and premiums, net

(68,258)

(35,968)

$

4,831,742

$

3,164,032

Weighted average interest rate

6.58%

6.15%

Maturities of Long-Term Debt

Maturities of long-term debt obligations (based on stated maturity dates) are as follows:

Year ended December 31,

  ​ ​ ​

2026

  ​ ​ ​

2027

  ​ ​ ​

2028

  ​ ​ ​

2029

  ​ ​ ​

2030

  ​ ​ ​

Thereafter

  ​ ​ ​

Total

(in thousands)

Notes payable secured by mortgage servicing assets (1)

$

$

$

605,000

$

425,000

$

300,000

$

$

1,330,000

Unsecured senior notes

1,400,000

650,000

2,850,000

4,900,000

Total

$

$

$

605,000

$

1,825,000

$

950,000

$

2,850,000

$

6,230,000

(1) The Term Notes and Term Loans’ indentures provide the Company with the option to extend the maturity of the Term Notes and Term Loans as specified in the respective agreements.

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Table of Contents

Note 17—Liability for Losses Under Representations and Warranties

Following is a summary of the Company’s liability for losses under representations and warranties:

Year ended December 31, 

 

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

Balance at beginning of year

$

29,129

$

30,788

$

32,421

Provision for losses:

Resulting from sales of loans

17,189

16,486

12,997

Resulting from change in estimate

(7,945)

(13,579)

(9,115)

Losses incurred

(3,479)

(4,566)

(5,515)

Balance at end of year

$

34,894

$

29,129

$

30,788

Unpaid principal balance of loans subject to
representations and warranties at end of year

$

490,792,523

$

413,382,503

$

354,423,684

Note 18—Income Taxes

The Company files U.S. federal and state corporate income tax returns for PFSI and partnership returns for PNMAC. The Company’s federal tax returns are subject to examination for 2022 and forward and its state tax returns are generally subject to examination for 2021 and forward. PNMAC’s federal partnership returns are subject to examination for 2022 and forward, and its state tax returns are generally subject to examination for 2021 and forward.

The following table details the Company’s provision for income taxes:

Year ended December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

 

(in thousands)

Current (benefit) expense:

Federal

$

$

(44)

$

1,436

State

(2,558)

258

620

Total current expense (benefit)

(2,558)

214

2,056

Deferred expense:

Federal

141,114

70,877

31,375

State

(88,216)

18,512

5,544

Total deferred expense

52,898

89,389

36,919

Total provision for income taxes

$

50,340

$

89,603

$

38,975

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Table of Contents

The following table is a reconciliation of the Company’s provision for income taxes at statutory rates to the provision for income taxes at the Company’s effective income tax rate:

Year ended December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

 

Amount

Percentage

Amount

Percentage

Amount

Percentage

(amounts in thousands)

Federal income tax at statutory rate

$

115,798

21.0%

$

84,215

21.0%

$

38,563

21.0%

State income taxes, net of federal benefit (1)

(72,345)

(13.1)%

12,907

3.2%

4,668

2.5%

Nontaxable and nondeductible items:

Compensation adjustment (2)

(5,814)

(1.1)%

(7,861)

(2.0)%

(5,187)

(2.8)%

Other

1,697

0.3%

342

0.1%

931

0.5%

Other:

Deferred tax adjustment

11,004

2.0%

0.0%

0.0%

Effective income tax rate

$

50,340

9.1%

$

89,603

22.3%

$

38,975

21.2%

(1) The states that contributed to the majority (more than 50%) of the tax effect in this category include California for the years ended December 31, 2025 and 2023 and California and Florida for the year ended December 31, 2024. The impact of state rate revaluation is reflected in this line.

(2) Includes tax benefit from exercise/vesting of stock awards with tax expense in excess of book expense and non-deductible compensation for covered employees.

The components of the Company’s provision for deferred income taxes are as follows:

  ​Year ended December 31,  

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

 

(in thousands)

Mortgage servicing rights

$

151,861

$

231,892

$

186,628

Net operating loss

(95,779)

(181,759)

(111,496)

Reserves and losses

(5,028)

39,071

(41,641)

Additional tax basis in partnership from exchanges of partnership units into the Company's common stock

4,782

3,841

3,803

Compensation accruals

(4,608)

(451)

7,403

Other

1,670

(3,205)

(7,778)

Total provision for deferred income taxes

$

52,898

$

89,389

$

36,919

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Table of Contents

Income taxes paid (refunds received) are summarized below:

  ​Year ended December 31,  

  ​ ​ ​

2025

  ​ ​ ​

2024

 

2023

(in thousands)

US federal

$

$

$

US state and local:

New York

(3,888)

180

486

New York City

790

5

(5)

Oregon

420

183

159

North Carolina

(57)

16

(73)

Louisiana

(42)

(32)

(67)

Hawaii

(4)

4

(80)

South Carolina

2

1,177

Maryland

(1,045)

Kentucky

(184)

Tennessee

(74)

Idaho

(59)

Other

99

(45)

(225)

Total state and local

(2,680)

1,488

(1,167)

Total income taxes (refunds received) paid

$

(2,680)

$

1,488

$

(1,167)

The components of Income taxes payable are as follows:

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

(in thousands)

Current income tax payable (receivable)

$

77

$

(45)

Deferred income tax liability, net

1,183,943

1,131,045

Income taxes payable

$

1,184,020

$

1,131,000

The tax effects of temporary differences that gave rise to deferred income tax assets and liabilities are presented below:

December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

 

(in thousands)

Deferred income tax assets:

Net operating loss carryforward

$

550,715

$

454,936

Reserves and losses

41,393

36,365

Compensation accruals

40,326

35,718

Additional tax basis in partnership from exchanges of partnership units into the Company's common stock

13,334

18,116

Other

13,219

8,588

Gross deferred income tax assets

658,987

553,723

Deferred income tax liabilities:

Mortgage servicing rights

1,830,563

1,678,702

Other

12,367

6,066

Gross deferred income tax liabilities

1,842,930

1,684,768

Net deferred income tax liability

$

1,183,943

$

1,131,045

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The Company recorded a deferred tax asset of $550.7 million for net operating losses, of which the $436.0 million related to federal net operating loss carry forward has no expiration date but is subject to an annual utilization limitation of up to 80% of taxable income. Of the remaining $114.7 million in deferred tax assets, relating to state net operating losses, $12.1 million expires between 2027 and 2037, $82.2 million expires in 2042 and $20.4 million has no expiration date. The Company expects to fully utilize these net operating losses before their expiration dates.

At December 31, 2025 and 2024, the Company had no unrecognized tax benefits and does not anticipate any unrecognized tax benefits. Should the recognition of any interest or penalties relative to unrecognized tax benefits be necessary, it is the Company’s policy to record such expenses in the Company’s income tax accounts. No such accruals existed at December 31, 2025 and 2024.

The Company made dividend payments of $62.6 million to holders of common stock in 2025. For tax purposes, the entire distribution is a return of capital to the stockholders.

Note 19—Commitments and Contingencies

Commitments to Purchase and Fund Loans

The Company’s commitments to purchase and fund loans totaled $13.5 billion as of December 31, 2025.

Legal and Regulatory Proceedings

From time to time, the Company may be involved in various claims, investigations, lawsuits and other legal and regulatory proceedings in the ordinary course of its business. The amount, if any, of ultimate liability with respect to such matters cannot be determined, but despite the inherent uncertainties of litigation, management believes that the ultimate disposition of any such proceedings and exposure will not have, individually or taken together, a material adverse effect on the financial condition, income, or cash flows of the Company.

Note 20—Stockholders’ Equity

The Company has a common stock repurchase program in the amount of $2 billion before transaction costs and excise taxes. The following table summarizes the Company’s stock repurchase activity:

Year ended December 31, 

Cumulative

  ​ ​ ​

2025

  ​ ​ ​

2024

2023

  ​ ​ ​

total (1)

(in thousands)

Shares of common stock repurchased

50

1,201

34,113

Cost of shares of common stock repurchased

$

4,739

$

$

71,491

$

1,792,937

(1) Amounts represent the total shares of common stock repurchased under the stock repurchase program through December 31, 2025. Cumulative total cost of common stock repurchase includes $537,000 of transaction fees.

The shares of repurchased common stock were canceled upon settlement of the repurchase transactions.

The Company made dividend payments of $62.6 million to holders of common stock in 2025. For tax purposes, the entire distribution is a return of capital to the stockholders.

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Note 21—Net Gains on Loans Held for Sale

Net gains on loans held for sale at fair value are summarized below:

Year ended December 31, 

 

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

From non-affiliates:

Cash losses:

Loans

$

(1,503,302)

  ​ ​ ​

$

(1,731,125)

  ​ ​ ​

$

(1,337,613)

Hedging activities

(539,291)

495,429

(99,515)

(2,042,593)

(1,235,696)

(1,437,128)

Non-cash gains:

Mortgage servicing rights resulting from loan sales

2,940,455

2,280,830

1,849,957

Provisions for losses relating to representations and warranties:

Pursuant to loan sales

(17,189)

(16,486)

(12,997)

Reductions in liability due to changes in estimate

7,945

13,579

9,115

Changes in fair values of loans and derivatives held at end of period:

Interest rate lock commitments

91,363

(56,028)

63,749

Loans

(91,558)

71,226

(71,425)

Hedging derivatives

137,623

(244,124)

146,456

1,026,046

813,301

547,727

From PennyMac Mortgage Investment Trust (1)

45,708

4,067

(1,784)

$

1,071,754

$

817,368

$

545,943

(1) The terms of loan sales to PMT are described in Note 4–Transactions with Related Parties.

Note 22—Net Interest Expense

Net interest expense is summarized below:

Year ended December 31, 

 

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

Interest income:

Cash and short-term investments

$

43,366

$

56,252

$

68,457

Principal-only stripped mortgage-backed securities

47,009

26,035

Loans held for sale

435,335

326,697

279,506

Placement fees relating to custodial funds

396,645

383,798

284,877

Other

2,092

784

84

924,447

793,566

632,924

Interest expense:

Assets sold under agreements to repurchase

450,268

393,977

279,289

Mortgage loan participation purchase and sale agreements

16,546

16,404

16,129

Notes payable secured by mortgage servicing assets

122,807

164,161

211,085

Unsecured senior notes

291,562

184,304

98,396

Interest shortfall on repayments of mortgage loans serviced for Agency securitizations

63,825

46,385

21,538

Interest on mortgage loan impound deposits

12,201

11,298

9,795

Other

3,346

2,819

1,545

960,555

819,348

637,777

$

(36,108)

$

(25,782)

$

(4,853)

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Table of Contents

Note 23—Stock-based Compensation

The Company has adopted equity incentive plans that provide for grants of stock options, time-based and performance-based restricted stock units (“RSUs”), stock appreciation rights, performance units and stock grants. As of December 31, 2025, the Company has 5.7 million units available for future awards.

Following is a summary of the stock-based compensation expense by instrument awarded:

Year ended December 31, 

 

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

Time-based RSUs

$

18,126

$

12,443

$

11,672

Performance-based RSUs

11,469

1,490

9,740

Stock options

6,634

6,935

6,170

$

36,229

$

20,868

$

27,582

Time-Based RSUs

The RSU grant agreements provide for the award of time-based RSUs, entitling the award recipient to one share of the Company’s common stock for each RSU. In general, and except as otherwise provided by the agreement, one-third of the time-based RSUs vest on each of the first, second, and third anniversaries of the grant date, subject to the recipient’s continued service through each anniversary.

Compensation cost relating to time-based RSUs is based on the grant date fair value of the Company’s common stock and the number of shares expected to vest. For purposes of estimating the cost of the time-based RSUs granted, the Company applies forfeiture rates of 0% – 20.3% per year based on the grantees’ employee classification.

The table below summarizes time-based RSU activity:

Year ended December 31,

2025

2024

2023

(in thousands, except per unit amounts)

Number of units:

Outstanding at beginning of year

322

412

483

Granted

270

152

187

Vested

(189)

(215)

(247)

Forfeited

(15)

(27)

(11)

Outstanding at end of year

388

322

412

Weighted average grant date fair value per unit:

Outstanding at beginning of year

$

70.64

$

58.90

$

53.71

Granted

$

102.32

$

85.66

$

60.72

Vested

$

66.59

$

59.18

$

50.09

Forfeited

$

92.42

$

66.59

$

57.66

Outstanding at end of year

$

93.86

$

70.64

$

58.90

Following is a summary of RSUs as of December 31, 2025:

Unamortized compensation cost (in thousands)

$

11,943

Number of units expected to vest (in thousands)

361

Weighted average remaining vesting period (in months)

11

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Table of Contents

Performance-Based RSUs

The performance based RSUs provide for the issuance of shares of the Company’s common stock based on the achievement of performance goals and job performance ratings. Approximately 97,000 shares under the grants with performance periods ending December 31, 2025 are expected to vest and be issued to the grantees in the first quarter of 2026.

The fair value of the performance-based RSUs is measured based on the fair value of the Company’s common stock at the grant date, taking into consideration the expected outcome of the performance goal, and the number of shares to be forfeited during the vesting period. The Company applies forfeiture rates of 0 – 20.3% per year based on the grantees’ employee classification. The actual number of shares that vest could vary from zero, if the performance goals are not met, to as much as 300% of the units granted, if the performance goals are meaningfully exceeded.

The table below summarizes performance-based RSU activity:

Year ended December 31,

2025

2024

2023

 

(in thousands, except per unit amounts)

Number of units:

 

Outstanding at beginning of year

783

873

976

Granted

202

246

307

Vested (1)

(274)

(385)

Forfeited or cancelled

(296)

(62)

(25)

Outstanding at end of year

689

783

873

Weighted average grant date fair value per unit:

Outstanding at beginning of year

$

66.58

$

58.90

$

48.94

Granted

$

103.03

$

84.93

$

60.70

Vested

$

$

58.86

$

35.36

Forfeited

$

58.21

$

65.29

$

58.46

Outstanding at end of year

$

80.85

$

66.58

$

58.90

(1) The actual number of performance-based RSUs vested during the years ended December 31, 2025, 2024 and 2023 were 0, 309,000 and 617,000 shares, for the performance periods ended December 31, 2024, 2023 and 2022, respectively, which is approximately 0%, 113% and 160% of the originally granted units, respectively. The 0% vesting rate in 2025 resulted from performance targets not being met and the vesting in 2024 and 2023 reflected performance that exceeded the established targets for the respective grants.

Following is a summary of performance-based RSUs as of December 31, 2025:

Unamortized compensation cost (in thousands)

$

18,720

Number of shares expected to vest (in thousands)

449

Weighted average remaining vesting period (in months)

11

Stock Options

The stock option award agreements provide for the award of options to purchase common stock. In general, and except as otherwise provided by the agreement, one-third of the stock option awards vests on each of the first, second, and third anniversaries of the grant date, subject to the recipient’s continued service through each anniversary.

Each stock option has a term of ten years from the date of grant but expires (1) immediately upon termination of the holder’s employment or other association with the Company for cause, (2) one year after the holder’s employment or other association is terminated due to death or disability and (3) three months after the holder’s employment or other association is terminated for any other reason.

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Table of Contents

The fair value of each stock option award is estimated on the date of grant using a variant of the Black Scholes model based on the following inputs:

Year ended December 31,

2025

2024

2023

 

Expected volatility (1)

38%

38%

38%

Expected dividends

1.2%

0.9%

1.3%

Risk-free interest rate

4.2% - 4.5%

4.2% - 5.0%

4.2% - 5.0%

Expected grantee forfeiture rate

0% - 5.0%

0% - 5.1%

0% - 5.1%

(1) Based on historical volatilities of the Company’s common stock.

The Company uses its historical employee departure behavior to estimate the grantee forfeiture rates used in its option-pricing model. The expected term of common stock options granted is derived from the Company’s option pricing model and represents the period that common stock options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual term of the common stock option is based on the U.S. Treasury yield curve in effect at the time of grant.

The table below summarizes stock option award activity:

Year ended December 31,

  ​ ​ ​

2025

2024

2023

(in thousands, except per option amounts)

Number of stock options:

  ​ ​ ​

Outstanding at beginning of year

3,210

3,857

4,317

Granted

208

188

221

Exercised

(573)

(788)

(658)

Forfeited

(2)

(47)

(23)

Outstanding at end of year

2,843

3,210

3,857

Weighted average exercise price per option:

Outstanding at beginning of year

$

39.87

$

35.08

$

32.46

Granted

$

103.31

$

84.93

$

60.67

Exercised

$

22.09

$

25.68

$

25.66

Forfeited

$

29.24

$

64.97

$

58.10

Outstanding at end of year

$

48.10

$

39.87

$

35.08

Following is a summary of stock options as of December 31, 2025:

Number of options exercisable at end of year (in thousands)

2,454

Weighted average exercise price per exercisable option

$

41.33

Weighted average remaining contractual term (in years):

Outstanding

4.6

Exercisable

4.0

Aggregate intrinsic value:

Outstanding (in thousands)

$

238,104

Exercisable (in thousands)

$

222,104

Expected vesting amounts:

Number of options expected to vest (in thousands)

383

Weighted average vesting period (in months)

10

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Table of Contents

Note 24—Disaggregation of Certain Expense Captions

Following are the disaggregation of certain expense captions:

Year ended December 31, 

Expense line

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

Technology

Amortization of capitalized software

$

47,344

$

48,169

$

43,462

Impairment of capitalized software

4,597

147

46

Other (1)

110,663

101,231

99,644

Total technology expense

$

162,604

$

149,547

$

143,152

Occupancy and equipment

Depreciation

$

7,048

$

7,815

$

9,752

Operating lease cost

16,112

  ​ ​ ​

14,465

  ​ ​ ​

17,880

Short-term lease cost

376

303

436

Other (2)

11,792

10,315

8,490

Total occupancy and equipment expense

$

35,328

$

32,898

$

36,558

(1) Other technology expenses primarily consist of software licensing and maintenance and data center expenses.

(2) Other occupancy and equipment expenses primarily consist of common area maintenance charges, repair and security expenses.

Note 25—Earnings Per Share of Common Stock

Basic earnings per share of common stock is determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share of common stock is determined by dividing net income by the weighted average number of shares of common stock and dilutive securities outstanding during the year.

The Company’s potentially dilutive securities are stock-based compensation awards. The Company applies the treasury stock method to determine the diluted weighted average number of shares of common stock outstanding based on the outstanding stock-based compensation awards.

The following table summarizes the basic and diluted earnings per share calculations:

Year ended December 31,

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands, except per share amounts)

Net income

$

501,077

  ​ ​ ​

$

311,423

  ​ ​ ​

$

144,656

Weighted average shares of common stock outstanding

51,728

50,990

49,978

Effect of dilutive securities - shares issuable under
stock-based compensation plan

2,154

2,366

2,755

Weighted average diluted shares of common stock outstanding

53,882

53,356

52,733

Basic earnings per share

$

9.69

$

6.11

$

2.89

Diluted earnings per share

$

9.30

$

5.84

$

2.74

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Calculations of diluted earnings per share require certain potentially dilutive shares to be excluded when their inclusion in the diluted earnings per share calculation would be anti-dilutive. The following table summarizes the weighted-average number of anti-dilutive outstanding performance-based RSUs, time-based RSUs and stock options excluded from the calculation of diluted earnings per share:

Year ended December 31,

 

2025

  ​ ​

2024

  ​ ​

2023

(in thousands except for weighted average exercise price)

Time-based RSUs

3

3

2

Performance-based RSUs (1)

192

775

561

Stock options (2)

163

153

289

Total anti-dilutive units and options

358

931

852

Weighted average exercise price of anti-dilutive stock options (2)

$

102.19

$

84.93

$

59.42

(1) Certain performance-based RSUs were outstanding but not included in the computation of earnings per share because the performance thresholds included in such RSUs have not been achieved.

(2) Certain stock options were outstanding but not included in the computation of diluted earnings per share because the combination of the weighted-average exercise prices and average unamortized stock compensation cost exceeded the average market price of the outstanding stock options for the period.

Note 26—Regulatory Capital and Liquidity Requirements

The Company, through PLS, is required to maintain specified levels of capital and liquidity to remain a seller/servicer in good standing with the Agencies. Such capital and liquid asset requirements generally are tied to the size of the Company’s loan servicing portfolio, loan origination volume and delinquency rate.

The Agencies’ capital and liquidity requirements, the calculations of which are specified by each Agency, are summarized below:

December 31, 2025

December 31, 2024

Requirement/Agency 

  ​ ​ ​

Actual (1)

  ​ ​ ​

Requirement (1)

  ​ ​ ​

Actual (1)

  ​ ​ ​

Requirement (1)

 

(dollars in thousands)

Capital

Fannie Mae & Freddie Mac

$

8,212,718

$

1,475,719

$

7,457,748

$

1,380,100

Ginnie Mae

$

8,002,181

$

1,616,380

$

6,952,347

$

1,526,074

HUD

$

8,002,181

$

2,500

$

6,952,347

$

2,500

Risk-based capital

Ginnie Mae

41

%

6

%

40

%

6

%

Liquidity

Fannie Mae & Freddie Mac

$

1,095,507

$

689,782

$

870,243

$

630,698

Ginnie Mae

$

1,285,660

$

512,613

$

1,208,755

$

460,200

Adjusted net worth / Total assets ratio

Ginnie Mae

37

%  

6

%  

35

%  

6

%

Tangible net worth / Total assets ratio

Fannie Mae & Freddie Mac

28

%  

6

%  

29

%  

6

%

(1) Calculated in compliance with the respective Agency’s requirements.

Noncompliance with an Agency’s requirements can result in such Agency taking various remedial actions up to and including terminating the Company’s ability to sell and service loans on behalf of the respective Agency.

F-64

Table of Contents

Note 27—Segments

The Company’s reportable segments are identified based on their unique business activities. The following disclosures about the Company’s business segments are presented consistent with the way the Company’s chief operating decision maker organizes and evaluates financial information for making operating decisions and assessing performance. The Company’s chief operating decision maker is its chief executive officer. The reportable segments are evaluated based on income or loss before provisions for income taxes. The chief operating decision maker uses pre-tax segment results to assess segment performance and allocate operating and capital resources among the two reportable segments described below. The segments are separately evaluated because they represent different services.

The Company conducts its business in two operating and reportable segments, production and servicing:

The production segment performs loan origination, acquisition and sale activities, including the fulfillment of correspondent production activities for PMT.
The servicing segment performs servicing and subservicing of loans on behalf of non-affiliate investors, execution and management of early buyout transactions, and servicing of loans sourced and managed for PMT.
Non-segment activities are included under the heading “Corporate and other” and include amounts attributable to corporate activities that are not directly attributable to the production and servicing segments as well as investment management fees earned from PMT. None of the other items meet the quantitative threshold to be classified as a reportable segment.

F-65

Table of Contents

Financial performance and results by segment are as follows:

Year ended December 31, 2025

  ​ ​ ​

Production

  ​ ​ ​

Servicing

  ​ ​ ​

Reportable segment total

  ​ ​ ​

Corporate
and other

  ​ ​ ​

Consolidated
total

 

(in thousands)

Revenues: (1)

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Net gains on loans held for sale at fair value

$

947,258

$

124,496

$

1,071,754

$

$

1,071,754

Loan origination fees

235,835

235,835

235,835

Fulfillment fees from PennyMac Mortgage Investment Trust

23,804

23,804

23,804

Net loan servicing fees

705,699

705,699

705,699

Management fees

27,649

27,649

Net interest (expense) income:

Interest income

429,778

492,997

922,775

1,672

924,447

Interest expense

377,017

583,538

960,555

960,555

52,761

(90,541)

(37,780)

1,672

(36,108)

Other

622

(2,271)

(1,649)

19,552

17,903

Total net revenue

1,260,280

737,383

1,997,663

48,873

2,046,536

Expenses:

Compensation

441,202

207,927

649,129

133,787

782,916

Loan origination

251,990

251,990

251,990

Technology

111,691

40,867

152,558

10,046

162,604

Servicing

122,626

122,626

122,626

Marketing and advertising

39,147

1,778

40,925

5,215

46,140

Professional services

14,114

7,264

21,378

16,595

37,973

Occupancy and equipment

17,732

10,562

28,294

7,034

35,328

Other (2)

14,484

21,466

35,950

19,592

55,542

Total expenses

890,360

412,490

1,302,850

192,269

1,495,119

Income (loss) before provision for income taxes

$

369,920

$

324,893

$

694,813

$

(143,396)

$

551,417

Segment assets at end of year

$

9,756,783

$

19,564,252

$

29,321,035

$

67,654

$

29,388,689

Acquisition of:

Capitalized software

$

27,255

$

3,930

$

31,185

$

8,099

$

39,284

Furniture, fixtures, equipment and building improvements

$

6,275

$

2,804

$

9,079

$

2,842

$

11,921

Amortization of capitalized software

$

40,714

$

6,218

$

46,932

$

412

$

47,344

Impairment of capitalized software

$

4,597

$

$

4,597

$

$

4,597

Depreciation and amortization of furniture, fixtures, equipment and building improvements

$

3,706

$

2,216

$

5,922

$

1,126

$

7,048

(1) All revenues are from external customers. The segments do not recognize intersegment revenues.

(2) Other expense includes smaller balance expense categories not separately provided to the chief operating decision maker such as safekeeping, travel, postage and corporate insurance.

F-66

Table of Contents

Year ended December 31, 2024

  ​ ​ ​

Production

  ​ ​ ​

Servicing

  ​ ​ ​

Reportable segment total

  ​ ​ ​

Corporate
and other

  ​ ​ ​

Consolidated
total

  ​

(in thousands)

Revenues: (1)

Net gains on loans held for sale at fair value

$

726,720

$

90,648

$

817,368

$

$

817,368

Loan origination fees

185,700

185,700

185,700

Fulfillment fees from PennyMac Mortgage Investment Trust

26,291

26,291

26,291

Net loan servicing fees

533,655

533,655

533,655

Management fees

28,623

28,623

Net interest (expense) income:

Interest income

321,210

470,492

791,702

1,864

793,566

Interest expense

318,750

500,598

819,348

819,348

2,460

(30,106)

(27,646)

1,864

(25,782)

Other

531

1,167

1,698

26,178

27,876

Total net revenue

941,702

595,364

1,537,066

56,665

1,593,731

Expenses:

Compensation

315,838

204,371

520,209

112,529

632,738

Loan origination

164,092

164,092

164,092

Technology

95,603

39,511

135,114

14,433

149,547

Servicing

105,997

105,997

105,997

Professional services

11,206

6,906

18,112

19,880

37,992

Occupancy and equipment

15,683

11,142

26,825

6,073

32,898

Marketing and advertising

20,138

280

20,418

1,551

21,969

Legal settlements

(30)

(30)

1,621

1,591

Other (2)

7,911

22,185

30,096

15,785

45,881

Total expenses

630,471

390,362

1,020,833

171,872

1,192,705

Income (loss) before provision for income taxes

$

311,231

$

205,002

$

516,233

$

(115,207)

$

401,026

Segment assets at end of year

$

8,431,612

$

17,588,018

$

26,019,630

$

67,257

$

26,086,887

Acquisition of:

Capitalized software

$

16,156

$

3,685

$

19,841

$

541

$

20,382

Furniture, fixtures, equipment and building improvements

$

465

$

1,039

$

1,504

$

211

$

1,715

Amortization of capitalized software

$

39,160

$

7,881

$

47,041

$

1,128

$

48,169

Depreciation and amortization of furniture, fixtures, equipment and building improvements

$

3,743

$

2,804

$

6,547

$

1,268

$

7,815

(1) All revenues are from external customers. The segments do not recognize intersegment revenues.

(2) Other expense includes smaller balance expense categories not separately provided to the chief operating decision maker such as safekeeping, travel, postage and corporate insurance.

F-67

Table of Contents

Year ended December 31, 2023

  ​ ​ ​

Production

  ​ ​ ​

Servicing

  ​ ​ ​

Reportable segment total

  ​ ​ ​

Corporate
and other

  ​ ​ ​

Consolidated
Total

  ​

(in thousands)

Revenues: (1)

Net gains on loans held for sale at fair value

$

453,063

$

92,880

$

545,943

$

$

545,943

Loan origination fees

146,118

146,118

146,118

Fulfillment fees from PennyMac Mortgage Investment Trust

27,826

27,826

27,826

Net loan servicing fees

642,600

642,600

642,600

Management fees

28,762

28,762

Net interest income (expense):

Interest income

272,307

358,247

630,554

2,370

632,924

Interest expense

254,890

382,887

637,777

637,777

17,417

(24,640)

(7,223)

2,370

(4,853)

Other

250

3,663

3,913

11,347

15,260

Total net revenue

644,674

714,503

1,359,177

42,479

1,401,656

Expenses:

Compensation

274,447

201,002

475,449

101,515

576,964

Loan origination

114,500

114,500

114,500

Technology

88,086

40,343

128,429

14,723

143,152

Servicing

69,433

69,433

69,433

Professional services

10,825

7,485

18,310

42,211

60,521

Occupancy and equipment

18,353

10,774

29,127

7,431

36,558

Marketing and advertising

16,125

178

16,303

1,328

17,631

Legal settlements

853

853

161,917

162,770

Other (2)

5,407

16,896

22,303

14,193

36,496

Total expenses

528,596

346,111

874,707

343,318

1,218,025

Income (loss) before provision for income taxes

$

116,078

$

368,392

$

484,470

$

(300,839)

$

183,631

Segment assets at end of year

$

4,560,323

$

14,036,203

$

18,596,526

$

248,037

$

18,844,563

Acquisition of:

Capitalized software

$

32,504

$

416

$

32,920

$

1,864

$

34,784

Furniture, fixtures, equipment and building improvements

$

199

$

991

$

1,190

$

196

$

1,386

Amortization of capitalized software

$

31,285

$

9,934

$

41,219

$

2,243

$

43,462

Depreciation and amortization of furniture, fixtures, equipment and building improvements

$

5,225

$

2,965

$

8,190

$

1,562

$

9,752

(1) All revenues are from external customers. The segments do not recognize intersegment revenues.

(2) Other expense includes smaller balance expense categories not separately provided to the chief operating decision maker such as safekeeping, travel, postage and corporate insurance.

F-68

Table of Contents

Note 28—Parent Company Information

PLS’ debt financing agreements require PLS, the Company’s indirect controlled subsidiary, to comply with financial covenants that include a minimum tangible net worth of $1.3 billion. PLS is limited from transferring funds to the Parent by this minimum tangible net worth requirement. The Company’s Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by PLS, PNMAC, PCM, PNMAC Holdings, Inc. and PennyMac Services, Inc.

PENNYMAC FINANCIAL SERVICES, INC.

CONDENSED BALANCE SHEETS

December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

 

(in thousands)

ASSETS

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Cash

$

1,241

$

2,994

Investments in subsidiaries

5,311,870

4,809,214

Due from subsidiaries

4,739,416

3,012,578

Total assets

$

10,052,527

$

7,824,786

LIABILITIES AND STOCKHOLDERS' EQUITY

Unsecured senior notes

$

4,831,742

$

3,164,032

Accounts payable and accrued expenses

73,032

34,274

Income taxes payable

838,777

796,829

Total liabilities

5,743,551

3,995,135

Stockholders' equity

4,308,976

3,829,651

Total liabilities and stockholders' equity

$

10,052,527

$

7,824,786

F-69

Table of Contents

PENNYMAC FINANCIAL SERVICES, INC.

CONDENSED STATEMENTS OF INCOME

Year ended December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

 

2023

(in thousands)

Revenues

Dividends from subsidiaries

$

8,502

$

9,378

$

80,617

Net interest income:

Interest income:

From non-affiliates

5

From subsidiary

360,934

255,773

156,082

360,934

255,778

156,082

Interest expense

291,562

184,304

98,396

69,372

71,474

57,686

Total net revenues

77,874

80,852

138,303

Expenses

Charitable contributions

3,011

2,500

Professional services

15

Other

1,011

838

931

Total expenses

4,037

3,338

931

Income before provision for income taxes and equity in undistributed earnings of subsidiaries

73,837

77,514

137,372

Provision for income taxes

39,187

66,398

31,267

Income before equity in undistributed earnings of subsidiaries

34,650

11,116

106,105

Equity in undistributed earnings of subsidiaries

466,427

300,307

38,551

Net income

$

501,077

$

311,423

$

144,656

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Table of Contents

PENNYMAC FINANCIAL SERVICES, INC.

CONDENSED STATEMENTS OF CASH FLOWS

Year ended December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

Cash flows from operating activities

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Net income

$

501,077

$

311,423

$

144,656

Adjustments to reconcile net income to net cash used in operating activities

Equity in undistributed earnings of subsidiaries

(466,427)

(300,307)

(38,551)

Amortization of net debt issuance costs

10,027

6,509

3,802

Decrease in receivable from PennyMac Mortgage Investment Trust

27

Increase in intercompany receivable

(1,735,106)

(698,869)

(894,204)

Increase in accounts payable and accrued expenses

38,758

4,638

3,280

(Decrease) increase in payable to subsidiaries

(187)

52

Increase in income taxes payable

41,948

65,374

32,383

Net cash used in operating activities

(1,609,723)

(611,419)

(748,555)

Cash flows from financing activities

Issuance of unsecured senior notes

2,350,000

650,000

750,000

Repayment of unsecured senior notes

(650,000)

Payment of debt issuance costs

(42,317)

(12,128)

(14,071)

Payment of dividend to holders of common stock

(62,550)

(52,160)

(41,446)

Issuance of common stock pursuant to exercise of stock options

12,837

20,062

17,215

Net cash provided by financing activities

1,607,970

605,774

711,698

Net decrease in cash (1)

(1,753)

(5,645)

(36,857)

Cash at beginning of year

2,994

8,639

45,496

Cash at end of year

$

1,241

$

2,994

$

8,639

Supplemental cash flow information:

Non-cash financing activity:

Repurchase of common stock by PNMAC on behalf of Parent company

$

4,739

$

$

71,491

Payment of withholding taxes relating to stock-based compensation by PNMAC on behalf of Parent company

$

3,763

$

9,401

$

9,142

Issuance of common stock in settlement of directors' fees

$

234

$

256

$

180

(1) The Company did not hold restricted cash during the years presented.

F-71

Table of Contents

Note 29—Subsequent Events

Management has evaluated all events and transactions through the date the Company issued these consolidated financial statements. During this period:

On January 29, 2026, the Company announced a cash dividend of $0.30 per common share. The dividend will be paid on February 26, 2026 to common stockholders of record as of February 16, 2026.

On February 11, 2026, the Company entered into a definitive agreement to acquire the subservicing business of Cenlar Capital Corporation (“Cenlar”) in an all-cash transaction for an upfront purchase price of $172.5 million and up to $85 million of contingent consideration payable over three years. Cenlar’s subservicing business consists primarily of subservicing contracts for approximately 100 institutional clients. The transaction is expected to close in the second half of 2026, subject to customary closing conditions, including required regulatory approvals. There can be no assurance that the transaction will close as expected or at all.

All agreements to repurchase assets that matured before the date of this Report were extended or renewed.

F-72

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

PENNYMAC FINANCIAL SERVICES, INC.

(Registrant)

By:

/s/ David A. Spector

David A. Spector

Chairman and Chief Executive Officer

(Principal Executive Officer)

Dated: February 20, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signatures

Title

Date

/s/ David A. Spector

Chairman and Chief Executive Officer

February 20, 2026

David A. Spector

(Principal Executive Officer)

/s/ Daniel S. Perotti

Senior Managing Director and Chief Financial Officer

February 20, 2026

Daniel S. Perotti

(Principal Financial Officer)

/s/ Gregory L. Hendry

Chief Accounting Officer

February 20, 2026

Gregory L. Hendry

(Principal Accounting Officer)

/s/ Doug Jones

Director, President and

February 20, 2026

Doug Jones

Chief Mortgage Banking Officer

/s/ Jonathon S. Jacobson

Director

February 20, 2026

Jonathon S. Jacobson

/s/ Patrick Kinsella

Director

February 20, 2026

Patrick Kinsella

/s/ Anne D. McCallion

Director

February 20, 2026

Anne D. McCallion

/s/ Joseph Mazzella

Director

February 20, 2026

Joseph Mazzella

/s/ Farhad Nanji

Director

February 20, 2026

Farhad Nanji

/s/ Jeffrey Perlowitz

Director

February 20, 2026

Jeffrey Perlowitz

/s/ Lisa Shalett

Director

February 20, 2026

Lisa Shalett

/s/ Sunil Chandra

Director

February 20, 2026

Sunil Chandra

/s/ Theodore Tozer

Director

February 20, 2026

Theodore Tozer

99

EX-4.1 2 pfsi-20251231xex4d1.htm EX-4.1

Exhibit 4.1

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

PennyMac Financial Services, Inc. (the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock.

Throughout this exhibit, references to the “we,” “our,” and the “Company” herein are, unless the context otherwise indicates, only to PennyMac Financial Services, Inc. and not to any of its subsidiaries.

General

Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. Unless our board of directors determines otherwise, we will issue all shares of our capital stock in uncertificated form. The following description of our capital stock is a summary and is qualified in its entirety by reference to our amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”) and amended and restated bylaws, as amended (the “Bylaws”).

Common Stock

Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders.  Holders of our common stock are entitled to receive dividends when and if declared by our board of directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.

Upon any dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of common stock will be entitled to receive pro rata the remaining assets available for distribution.

Holders of our common stock do not have preemptive, subscription, redemption or conversion rights.

Preferred Stock

Our Certificate of Incorporation authorizes our board of directors to establish one or more series of preferred stock (including convertible preferred stock). Unless required by law or by any stock exchange, the authorized shares of preferred stock will be available for issuance without further action by our stockholders. Our board of directors is able to determine, with respect to any series of preferred stock, the terms and rights of that series, including:

·

the designation of the series;

·

the number of shares of the series, which our board may, except where otherwise provided in the preferred stock designation, increase or decrease, but not below the number of shares then outstanding;

·

the voting rights, if any, of the holders of the series;

·

whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;

·

the dates at which dividends, if any, will be payable;

·

the rights of priority and amounts payable, if any, on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our company;

·

the redemption rights and price or prices, if any, for shares of the series;

·

the terms of any purchase, retirement or sinking fund, if any, provided for shares of the series;

·

the terms, if any, upon which the shares of the series will be convertible into or exchangeable for shares of any other class, classes or series or other securities, whether or not issued by our company or any other entity;


·

restrictions, if any, upon issuance of indebtedness by us so long as any shares of the series are outstanding; and

·

restrictions, if any, on the issuance of shares of the same series or of any other class or series.

We could issue a series of preferred stock that could, depending on the terms of the series, impede or discourage an acquisition attempt or other transaction that some, or a majority, of our stockholders might believe to be in their best interests or in which our stockholders might receive a premium for their shares of common stock over the market price of the shares of common stock.

Authorized but Unissued Capital Stock

The Delaware General Corporation Law (the “DGCL”) does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the New York Stock Exchange (“NYSE”), which would apply so long as our common stock remains listed on the NYSE, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of common stock. These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.

One of the effects of the existence of unissued and unreserved common stock or preferred stock may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive our stockholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.

Anti-Takeover Effects of Provisions of Delaware Law and Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Undesignated Preferred Stock

Pursuant to our Certificate of Incorporation, our board of directors has the authority to issue preferred stock with super voting, special approval, dividend or other rights or preferences on a discriminatory basis that could impede the success of any attempt to acquire us or otherwise effect a change in control of us. These and other provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our company.

Requirements for Advance Notification of Stockholder Meetings, Nominations and Proposals

Our Certificate of Incorporation provides that, subject to the rights of the holders of any series of preferred stock, special meetings of the stockholders may be called only by, or at the direction of, our board of directors, two or more of our directors, the chairman of our board, our chief executive officer or one or more holders of at least a minimum percentage of the voting power of the outstanding shares of our capital stock. This minimum will initially be 25% and will automatically increase to 51% on the first date on which the holders of outstanding shares of our common stock (other than any holder that was, or whose affiliate was, a member of Private National Mortgage Acceptance Company, LLC (“PNMAC”) immediately prior to the initial public offering of our predecessor organization) hold more than 51% of the voting power of all outstanding shares of our capital stock. Our Bylaws prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our company.

Our Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made pursuant to our stockholder agreement with HC Partners, LLC, (“HCP”) or by or at the direction of the board of directors or a committee of the board of directors. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with the advance notice requirements and provide us with certain information.


These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

Filling of Vacancies and Newly Created Directorships; Conduct of Stockholder Meetings

Additionally, vacancies and newly created directorships may be filled only by a vote of a majority of the directors then in office, even though such directors may constitute less than a quorum of the board required for such action, and not by the stockholders. Our Bylaws allow the presiding officer at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

No Cumulative Voting

The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our Certificate of Incorporation provides otherwise. Our Certificate of Incorporation does not expressly provide for cumulative voting.

Amendments to Certificate of Incorporation and Bylaws

The DGCL provides that, unless a corporation’s certificate of incorporation provides for a greater vote, the affirmative vote of holders of shares constituting a majority in voting power of the outstanding shares entitled to vote thereon is required to approve amendments to the certificate of incorporation. In addition to the stockholder approval required by the DGCL, our stockholder agreement with HCP provides that our Certificate of Incorporation may not be amended in any manner that is adverse to HCP without the consent of HCP as long as such stockholder, together with its affiliates, holds more than 5% of the voting power of all of our outstanding shares of capital stock.

Our Certificate of Incorporation authorizes our board of directors to amend or repeal our Bylaws, provided that, pursuant to our stockholder agreement with HCP, if that action by our board of directors amends the Bylaws in a manner adverse to HCP when that entity, together with its affiliates, holds at least 5% of the voting power of our outstanding shares of capital stock, such action must be approved by that entity.

Stockholder Action by Written Consent

Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our capital stock entitled to vote thereon were present and voted, unless our Certificate of Incorporation provides otherwise. Our Certificate of Incorporation prohibits the taking of any action of our stockholders by written consent without a meeting unless that action is taken with regard to a matter that has been approved by our board of directors or requires the approval only of certain series of our preferred stock pursuant to the terms thereof.

Delaware Anti-Takeover Statute

We have not opted out of, and therefore are subject to, Section 203 of the DGCL. Section 203 provides that, subject to certain exceptions specified in the law, a publicly-held Delaware corporation shall not engage in certain “business combinations” with any “interested stockholder” for a three-year period after the date of the transaction in which the person became an interested stockholder. These provisions generally prohibit or delay the accomplishment of, among other things, mergers, assets or stock sales or other takeover or change-in-control attempts that are not approved by a company’s board of directors.


In general, Section 203 prohibits a publicly-held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

·

prior to the time the person became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

·

upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

·

at, or subsequent to, the time that the person became an interested stockholder, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock which is not owned by the interested stockholder.

Generally, a business combination includes, among other things, a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, if such person is an affiliate or associate of the corporation, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect that Section 203 will have an anti-takeover effect with respect to transactions the board of directors does not approve in advance. In such event, we would also anticipate that Section 203 could discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

Under certain circumstances, Section 203 makes it more difficult for a person who would be an “interested stockholder” to effect various business combinations with a corporation for a three-year period. The provisions of Section 203 may encourage companies interested in acquiring our company to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder. These provisions also may make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Corporate Opportunity

Our Certificate of Incorporation provides that neither HCP nor its respective affiliates, has any duty (fiduciary or otherwise) to refrain from engaging, directly or indirectly, in a corporate opportunity in the same or similar lines of business in which we now engage or propose to engage.

In addition, in the event that HCP, or its affiliates, acquires knowledge of a potential transaction or other matter which may be a corporate opportunity for itself and for us, then (i) neither we nor our stockholders will have any expectancy in such opportunity and (ii) neither HCP nor any of its affiliates will have any duty to communicate or offer such corporate opportunity to us or our stockholders and may pursue or acquire such corporate opportunity for itself or direct such corporate opportunity to another person or entity, unless such corporate opportunity is expressly offered to such affiliate in his or her capacity as our director or officer.

 Limitations of Liability and Indemnification

Section 145 of the DGCL authorizes a corporation’s board of directors to grant indemnification and advancement rights to current or former officers, directors, employees and other corporate agents.

As permitted by Delaware law, our Certificate of Incorporation provides that, no director will have any personal liability to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or is thereafter amended.


Pursuant to Delaware law, such protection would be not available for liability:

·

for any breach of a duty of loyalty to us or our stockholders;

·

for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

·

for any transaction from which the director derived an improper benefit; or

·

for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL.

Our Bylaws further provide that we must indemnify our current or former directors and officers to the fullest extent permitted by Delaware law. Our Bylaws permit us to secure insurance on behalf of any of our current or former officers or directors for any liability arising out of his or her action in that capacity, whether or not Delaware law would otherwise permit indemnification.

In addition, our Bylaws also provide that we are required to advance expenses to our current or former directors and officers as incurred in connection with legal proceedings against them for which they may be indemnified and that the rights conferred in our Bylaws are not exclusive.

Our Bylaws provide that, except for proceedings to enforce rights to indemnification or advancement, we are not required to indemnify or advance expenses to our current or former director or officer in connection with any action, suit or proceeding (or part thereof) commenced by such person unless such action, suit or proceeding (or part thereof) was authorized by our board of directors.

The fifth amended and restated limited liability company agreement of PNMAC provides that PNMAC will indemnify its officers, members, managers and other affiliates to the fullest extent permitted by Delaware law, and advance expenses to its officers, members, managers and other affiliates as incurred in connection with legal proceedings against them for which they may be indemnified. The rights conferred in the fifth amended and restated limited liability company agreement of PNMAC are not exclusive.

The indemnification agreements provide, among other things, that we are required to indemnify each director and officer to the fullest extent permitted by Delaware law, our Certificate of Incorporation and our Bylaws for expenses such as, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by the director or officer in any action or proceeding, including any action by or in our right, arising out of that person’s services as our director or officer or as the director or officer of our subsidiary or any other company or enterprise to which the person provides services at our request. In addition, the indemnification agreements also provide that we are required to advance expenses to our directors and officers as incurred in connection with legal proceedings against them for which they may be indemnified and that the rights conferred in the indemnification agreements are not exclusive. We maintain directors’ and officers’ liability insurance.

The Securities and Exchange Commission has taken the position that personal liability of directors for violation of the federal securities laws cannot be limited and that indemnification by us for any such violation is unenforceable.

The limitation of liability and indemnification provisions in our Certificate of Incorporation and our Bylaws may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, may benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.


EX-4.22 3 pfsi-20251231xex4d22.htm EX-4.22

EXHIBIT 4.22

[Information indicated with brackets has been excluded from this exhibit because it is

not material and would be competitively harmful if publicly disclosed]

===================================================================


PFSI ISSUER TRUST - FMSR,

as Issuer

CITIBANK, N.A.,

as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary

PENNYMAC LOAN SERVICES, LLC,

as Servicer and Administrator

and

ATLAS SECURITIZED PRODUCTS, L.P,

as Administrative Agent

________

AMENDMENT NO. 1
Dated as of November 21, 2025

to the

Base Indenture
Dated as of April 28, 2021


===================================


This Amendment No. 1 (this “Amendment”) to the Existing Base Indenture (as defined below) is entered into as of November 21, 2025 (the “Amendment Date”), by and among PFSI ISSUER TRUST - FMSR, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), CITIBANK, N.A., a national banking association (“Citibank”), as indenture trustee (in such capacity, the “Indenture Trustee”), as calculation agent (in such capacity, the “Calculation Agent”), as paying agent (in such capacity, the “Paying Agent”) and as securities intermediary (in such capacity, the “Securities Intermediary”), PENNYMAC LOAN SERVICES, LLC, a limited liability company organized under the laws of the State of Delaware (“PLS”), as administrator (in such capacity, the “Administrator”) and as servicer (in such capacity, the “Servicer”), and ATLAS SECURITIZED PRODUCTS, L.P., a Delaware limited liability company (“ASP”), as an administrative agent (the “ASP Administrative Agent”), and consented and agreed to by GOLDMAN SACHS BANK USA, a bank organized under the laws of the State of New York (“Goldman”), as an administrative agent (the “GS Administrative Agent” and, collectively with the ASP Administrative Agent, the “Administrative Agents”), Atlas Securitized Products Funding 2, L.P., as a buyer (the “Atlas Buyer”) under the Series 2021-MSRVF1 Repurchase Agreement, dated as of April 28, 2021, as amended by Amendment No. 1 thereto, dated as of September 8, 2021, Amendment No. 2 thereto, dated as of December 29, 2021, Amendment No. 3 thereto, dated as of March 16, 2023, Amendment No. 4 thereto, dated as of June 27, 2023, Amendment No. 5 thereto, dated as of June 28, 2024, Amendment No. 6 thereto, dated as of June 28, 2024, and Amendment No. 7 thereto, dated as of October 28, 2024, by and among the ASP Administrative Agent, PLS, and the buyers from time to time party thereto (the “Series 2021-MSRVF1 Repurchase Agreement”) and Goldman, as a buyer under the Series 2024-MSRVF1 Repurchase Agreement (the “GS Buyer”), dated as of October 28, 2024, by and among the GS Administrative Agent, GS Buyer, PLS FMSR VFN Funding LLC, as seller and PLS, as parent.  Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Base Indenture (as defined below).

W I T N E S S E T H:

WHEREAS, the Issuer, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, the Administrator, the Servicer and the ASP Administrative Agent are parties to that certain Base Indenture, dated as of April 28, 2021 (the “Existing Base Indenture” and, as amended by this Amendment and as may be further amended, restated, supplemented, or otherwise modified from time to time, the “Base Indenture”);

WHEREAS, the Issuer, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, the Administrator, the Servicer and the ASP Administrative Agent have agreed, subject to the terms and conditions of this Amendment, that the Existing Base Indenture be amended to reflect certain agreed upon revisions to the terms of the Existing Base Indenture;

WHEREAS, pursuant to Section 12.2 of the Existing Base Indenture, with prior notice to each Note Rating Agency and the consent of the Majority Noteholders of each Series materially and adversely affected by such amendment, by Act of said Noteholders delivered to the Issuer and the Indenture Trustee, the Issuer, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, the Administrator, the Servicer and the ASP Administrative Agent, upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion), may enter into an amendment of the Existing Base Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Existing Base Indenture of modifying in any manner the rights of the Noteholders of the Notes of each such Series or Class under the Existing Base Indenture.

- 2 -


WHEREAS, pursuant to Section 12.3 of the Existing Base Indenture, the Issuer shall also deliver to the Indenture Trustee an Opinion of Counsel stating that the execution of such amendment to the Existing Base Indenture is authorized and permitted by the Existing Base Indenture and that all conditions precedent thereto have been satisfied (the “Authorization Opinion”), and pursuant to Section 1.3 of the Existing Base Indenture, the Issuer will furnish to the Indenture Trustee (1) an Officer’s Certificate stating that all conditions precedent, if any, provided for in the Existing Base Indenture relating to the proposed action have been complied with and (2) except as provided below, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with; and

WHEREAS, pursuant to Section 11.1 of the Trust Agreement, prior to the execution of any amendment to any Transaction Documents to which the Trust is a party, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Trust Agreement and that all conditions precedent have been met.

NOW THEREFORE, in consideration of the premises and mutual agreements herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuer, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, the Administrator, the Servicer and the ASP Administrative Agent hereby agree as follows:

SECTION 1.  Amendments to the Existing Base Indenture.  Effective as of the date hereof, the Existing Base Indenture is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages attached as Exhibit A to this Amendment.

SECTION 2.  Conformed Copy. The parties hereto acknowledge and agree that Exhibit A hereto constitutes the full amended text of the Base Indenture as of the Amendment Date.

SECTION 3.Consent.  Each of the Issuer, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, the Administrator, the Servicer, the ASP Administrative Agent, the GS Administrative Agent, the Atlas Buyer and the GS Buyer hereby consents to this Amendment.

SECTION 4.Authorization and Direction.  The Indenture Trustee is hereby authorized and directed to execute this Amendment.  

SECTION 5.  Conditions to Effectiveness of this Amendment.  This Amendment shall become effective upon the latest to occur of the following:

- 3 -


(a)the execution and delivery of this Amendment by all parties hereto;
(b)prior notice to each Note Rating Agency that is presently rating any Outstanding Notes;
(c)the delivery of an Authorization Opinion;  
(d)the delivery of an Issuer Tax Opinion;
(e)the Issuer shall have furnished to the Indenture Trustee (1) an Officer’s Certificate stating that all conditions precedent, if any, provided for in the Existing Base Indenture relating to the proposed action have been complied with and (2) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with; and
(f)the delivery of an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Trust Agreement and that all conditions precedent have been met;

SECTION 6.  No Default; Representations and Warranties.  PLS and the Issuer each hereby represents and warrants to the Indenture Trustee and the ASP Administrative Agent that as of the date hereof it is in compliance with all the terms and provisions set forth in the Existing Base Indenture on its part to be observed or performed and remains bound by the terms thereof, and that no Event of Default has occurred or is continuing on the date hereof, and hereby confirms and reaffirms the representations and warranties contained in Section 9.1 of the Existing Base Indenture.

SECTION 7. Single Agreement.  Except as expressly amended and modified by this Amendment, all of the terms and conditions of the Existing Base Indenture remain in full force and effect and are hereby reaffirmed.

SECTION 8. Successors and Assigns.  This Amendment shall be binding upon the parties hereto and their respective successors and assigns.

SECTION 9.  Severability.  Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

SECTION 10. GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) BASED UPON, ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AMENDMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES HERETO, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING THE STATUTES OF LIMITATIONS AND OTHER PROCEDURAL LAWS THEREOF, WITHOUT REFERENCE TO THE CONFLICT OF LAW PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL APPLY) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

- 4 -


SECTION 11.  Counterparts.  This Amendment may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.  The parties agree that this Amendment may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq, Official Text of the Uniform Electronic Transactions Act as approved by the National Conference of Commissioners on Uniform State Laws at its Annual Conference on July 29, 1999 and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any secure third party electronic signature capture service with appropriate document access tracking, electronic signature tracking and document retention.

SECTION 12. Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Amendment is executed and delivered by Wilmington Savings Fund Society, FSB (“WSFS”), not individually or personally but solely in its capacity as Owner Trustee under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it thereunder, (b) each of the representations, warranties, undertakings, obligations and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, undertakings, obligations and agreements by WSFS but is made and intended for the purpose of binding only, and is binding only on, the Issuer, (c) nothing herein contained shall be construed as creating any liability on WSFS, individually or personally, to perform any covenant or obligation of the Issuer, either expressed or implied, contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) WSFS has not made and will not make any investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Amendment or any related document delivered pursuant hereto and (e) under no circumstances shall WSFS be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuer, or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer or by WSFS as Owner Trustee on behalf of the Issuer under this Amendment or any other related documents, as to all of which recourse shall be had solely to the assets of the Issuer.

- 5 -


IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.

PFSI ISSUER TRUST - FMSR, as Issuer

By: Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as Owner Trustee

By:​ ​/s/ Mark H. Brzoska​ ​

Name:  Mark H. Brzoska

Title:    Vice President


CITIBANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and not in its individual capacity

By:   /s/ Valerie Delgado​ ​

Name:  Valerie Delgado​ ​

Title:    Senior Trust Officer​ ​


PENNYMAC LOAN SERVICES, LLC,

as Servicer and as Administrator

By:   /s/ Joshua Smith​ ​

Name:   Joshua Smith​ ​

Title: Senior Managing Director and Treasurer By: Atlas Securitized Products GP, LLC, its general partner


ATLAS SECURITIZED PRODUCTS, L.P., as Administrative Agent

By:  /s/ Dominic Obaditch​ ​

Name: Dominic Obaditch

Title:   Managing Director


Consented and Agreed to By:

GOLDMAN SACHS BANK USA, as Administrative Agent

By: /s/ Oscar Paulin

Name: Oscar Paulin

Title: Authorized Signatory


Consented and Agreed to By:

ATLAS SECURITIZED PRODUCTS FUNDING 2, L.P., as a Buyer

By: AASP Management, LP, its investment manager

By:  /s/ William B. Kuesel​ ​

Name: William B. Kuesel

Title:   Vice President and AGM General

Counsel, Americas


Consented and Agreed to By:

GOLDMAN SACHS BANK USA, as a Buyer

By:  /s/ Oscar Paulin​ ​

Name: Oscar Paulin

Title:    Authorized Signatory


[Information indicated with brackets has been excluded from this exhibit because it is

not material and would be competitively harmful if publicly disclosed]

APPENDIX A

DEFINED TERMS

“1933 Act” means the Securities Act of 1933.

“1934 Act” means the Securities Exchange Act of 1934.

“Accepted Servicing Practices” means, with respect to any Mortgage Loan, (i) those mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, and (ii) those practices required from time to time by Fannie Mae.

“Account Bank” means Bank of America, N.A., and any successor thereto in such capacity.

“Acknowledgment Agreement” means collectively, (i) the Amended and Restated Acknowledgment Agreement, dated as of November 21, 2025, by and among Fannie Mae, PLS, the Guarantor and the Indenture Trustee, and (ii) the Subordination of Interest Agreement.

“Acquired MSRs” means MSRs related to previously issued Fannie Mae MBS that the Servicer acquired, provided that Fannie Mae has provided its approval of the related Request for Approval of Transfer.

“Act” when used with respect to any Noteholder, has the meaning set forth in Section 1.5 of the Base Indenture.

“Act of Insolvency” means, with respect to any Person or its Affiliates, (i) the filing of a petition, commencing, or authorizing the commencement of any case or proceeding, or the voluntary joining of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law relating to the protection of creditors, or suffering any such petition or proceeding to be commenced by another which is consented to, not timely contested or results in entry of an order for relief; (ii) the seeking of the appointment of a receiver, trustee, custodian or similar official for such party or an Affiliate or any substantial part of the property of either; (iii) the appointment of a receiver, conservator, or manager for such party or an Affiliate by any governmental agency or authority having the jurisdiction to do so; (iv) the making or offering by such party or an Affiliate of a composition with its creditors or a general assignment for the benefit of creditors; (v) the admission by such party or an Affiliate of such party of its inability to pay its debts or discharge its obligations as they become due or mature; or (vi) that any governmental authority or agency or any person, agency or entity acting or purporting to act under governmental authority shall have taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the property of such party or of any of its Affiliates, or shall have taken any action to displace the management of such party or of any of its Affiliates or to curtail its authority in the conduct of the business of such party or of any of its Affiliates.


“Action” when used with respect to any Noteholder, has the meaning set forth in Section 1.5 of the Base Indenture.

“Activation Notice” has the meaning set forth in the Dedicated Account Control Agreement.

“Additional Note Payment” means, for each Series of Notes, the meaning as specified in the related Indenture Supplement, if specified therein.

“Adjusted Termination Fee” means, if Fannie Mae terminates the Servicer’s contractual right to service without cause, the positive difference (if any) of (i) the termination fee calculated in accordance with the Fannie Mae Servicing Guide minus (ii) (A) the Gross Proceeds, or (B) the Appraised Market Value, whichever is applicable.

“Administration Agreement” means the Administration Agreement, dated as of the Closing Date, by and between the Issuer and the Administrator.

“Administrative Agent” means (i) initially, ASP or any Affiliate of the foregoing or any successor or assignee thereto in respect of the Series of Notes for which it is designated as an Administrative Agent therefor in the related Indenture Supplement, and (ii) in respect of any Series, the Person(s) specified in the related Indenture Supplement.  Unless the context indicates otherwise in any Indenture Supplement for such Indenture Supplement, each reference to the “Administrative Agent” herein or in any other Transaction Document shall be deemed to constitute a collective reference to each Person that is an Administrative Agent; provided that unless the context indicates herein or in any Indenture Supplement that an act relates solely to an individual Series or Note, any action to be taken by the Administrative Agent shall require the unanimous consent of all Administrative Agents; provided further that any action to be taken by the Administrative Agent solely with respect to an individual Series or Note shall require the consent of only the Administrative Agent specified in the related Indenture Supplement or Note, as applicable.  If (x) any Person that is an Administrative Agent resigns as an Administrative Agent in respect of all Series for which it was designated as the Administrative Agent or (y) all of the Notes in respect of each Series for which any Person was designated as the Administrative Agent are repaid or redeemed in full, such Person shall cease to be an “Administrative Agent” for purposes hereof and each other Transaction Document.

“Administrative Expenses” means any amounts due from or accrued for the account of the Issuer with respect to any period for any administrative expenses incurred by the Issuer, including (i) to any accountants, agents, counsel and other advisors of the Issuer (other than the Owner Trustee) for reasonable and customary fees and expenses; (ii) to any other person in respect of any governmental fee, charge or tax; (iii) to any other Person (other than the Owner Trustee) in respect of any other fees or expenses permitted under this Base Indenture (including indemnities) and the documents delivered pursuant to or in connection with this Base Indenture and the Notes; (iv) any and all fees and expenses of the Issuer incurred in connection with its entry into and the performance of its obligations under any of the agreements contemplated by this Base Indenture; (v) the orderly winding up of the Issuer following the cessation of the transactions contemplated by this Base Indenture; and (vi) any and all other reasonable and customary fees and expenses incurred by the Issuer in connection with the transactions contemplated by this Base Indenture, but not in duplication of any amounts specifically provided for in respect of the Indenture Trustee, the Owner Trustee, the Administrator or any VFN Noteholder.


“Administrator” means PLS, in its capacity as the Administrator on behalf of the Issuer, and any successor to PLS in such capacity.

“Administrator’s Calculation Report” has the meaning set forth in Section 3.1(a) of the Base Indenture.

“Advance Rate” means, with respect to any Series of Notes, and for any Class within such Series, if applicable, the percentage specified as its “Advance Rate” in the Indenture Supplement for such Series.

“Advance Rate Trigger Event” means the occurrence of an Advance Rate Trigger 1 Event or an Advance Trigger 2 Event.

“Advance Rate Trigger 1 Event” means the occurrence of any of the following:

(i)the Servicer SDQ Rate exceeds [****]% over three (3) consecutive months in a quarter;

(ii)Net Earnings are negative for two (2) consecutive calendar quarters; or

(iii)a decline in the Lender Adjusted Net Worth of [**]% over a single quarter.

“Advance Rate Trigger 2 Event” means the occurrence of any of the following:

(i)the Servicer SDQ Rate exceeds [****]% over three (3) consecutive months in a quarter;

(ii)Net Earnings are negative for four (4) consecutive quarters and there is a decline in the Lender Adjusted Net Worth of [**]% or more during the same period;

(iii)Fannie Mae issues a PIP and the PIP is not remedied within six (6) months; or

(iv)a decline in the Lender Adjusted Net Worth of [**]% over two (2) consecutive quarters.

“Advance Reimbursement Amount” means any amount which the Servicer collects on a Mortgage Loan, withdraws from a custodial account or receives from any successor servicer or Fannie Mae pursuant to the Fannie Mae Guide, as reimbursement for advances in its capacity as Servicer with respect to Fannie Mae MBS.


“Adverse Claim” means a lien, security interest, charge, encumbrance or other right or claim of any Person (other than (A) the liens created in favor of the Secured Parties or assigned to the Secured Parties by (i) this Base Indenture, (ii) the PC Repurchase Agreement or (iii) any other Transaction Document, (B) the rights of Fannie Mae under the Fannie Mae Lender Contract) or (C) the Owner Trustee Lien.

“Adverse Effect” when used in this Base Indenture with respect to any Series or Class of Notes and any event, means that such event is reasonably likely, at the time of its occurrence, to (i) result in the occurrence of an Event of Default relating to such Series or Class of Notes, (ii) materially adversely affect (A) the amount of funds available to be paid to the Noteholders of such Series or Class of Notes pursuant to this Base Indenture, (B) the timing of such payments or (C) the rights or interests of the Noteholders of such Series or Class, (iii) materially adversely affect the Security Interest of the Indenture Trustee for the benefit of the Secured Parties in the Collateral unless otherwise permitted by this Base Indenture, or (iv) materially adversely affect the collectability of the Collateral.

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified Person; provided, however, that in respect of PLS or Guarantor, the term “Affiliate” shall include only Guarantor and its wholly owned subsidiaries.

“Ancillary Income” means all income derived from a Mortgage Loan (other than payments or other collections in respect of principal, interest, escrow payments and prepayment penalties attributable to such Mortgage Loan) and to which the Servicer or any Subservicer, as the servicer or subservicer of the Mortgage Loan, is entitled in accordance with the Lender Contract, including, (i) all late charges, fees received with respect to checks or bank drafts returned by the related bank for insufficient funds, assumption fees, optional insurance administrative fees, all interest, income, or credit on funds deposited in the escrow accounts and custodial accounts or other receipts on or with respect to such Mortgage Loan (subject to Applicable Law and the Lender Contract), (ii) reconveyance fees, subordination fees, speedpay fees, mortgage pay on the web fees, automatic clearing house fees, demand statement fees, modification fees, if any, and other similar types of fees arising from or in connection with any Mortgage Loan to the extent not otherwise payable by the mortgagor under Applicable Law or pursuant to the terms of the related Mortgage Note, and (iii) if and to the extent that any FHA Loans, USDA Loans or VA Loans are Subject Mortgages, any incentive fees payable by FHA under the applicable FHA Mortgage Insurance Contract, by USDA under the USDA Loan Guarantee Document, or by VA under the applicable VA Loan Guaranty Agreement, as applicable, to the Servicer or any Subservicer, as servicer or subservicer of the Mortgage Loans, including incentive amounts payable in connection with Mortgage Loan modifications and other loss mitigation activities.

“Applicable Law” has the meaning set forth in Section 4.1 of the Base Indenture.

“Applicable Rating” means, for each Class of Notes, the rating(s) specified as such for such Class in the related Indenture Supplement, if applicable.  Only those rating(s) specified for any Class of Notes that are made at the request of Issuer shall be applicable for purposes of this Base Indenture.  


“Appraised Market Value” means, for any MSR, the appraised market value established in accordance with the Fannie Mae Servicing Guide.  

“ASP” has the meaning set forth in the Preamble of the Base Indenture.

“Asset” means (a) the Participation Certificates and (b) the related MSRs, in each case, sold or pledged to secure the Obligations under the PC Repurchase Agreement.

“Asset Base” means for any date of determination, the product of (1) the Purchase Price Percentage and (2) the then-current Market Value.

“Asset File” means the documents described in Section 2.2 of the Base Indenture pertaining to a particular Participation Certificate.

“Asset Schedule” means a schedule, in the form attached to the PC Repurchase Agreement, listing as of the date of such schedule the applicable Participation Certificate and the applicable Participation Agreement, as such schedule shall be updated from time to time in accordance with Section 2.02 of the PC Repurchase Agreement.

“Authenticating Agent” means any Person authorized by the Indenture Trustee to authenticate Notes under Section 11.12 of the Base Indenture.

“Authorized Signatory” means, with respect to any entity, each Person duly authorized to act as a signatory of such entity at the time such Person signs on behalf of such entity.

“Available Amount” means the sum of (a) either (1) if Fannie Mae chooses to market the New Servicing Rights, the Gross Proceeds, or (2) if Fannie Mae chooses to keep the Servicing Rights, the Appraised Market Value, plus, if applicable, (b) the Adjusted Termination Fee (if any).

“Available Funds” means, with respect to:

(i) any Interim Payment Date, (A) all Collections on the Participation Certificates, the Eligible Securities or the Pledged Margin Securities received during the related Collection Period and on deposit in the Collection and Funding Account, plus (B) any other funds of the Issuer that the Issuer (or the Administrator on behalf of the Issuer) identifies to the Indenture Trustee to be treated as “Available Funds” for such Interim Payment Date (including any cash amounts that are on deposit in the Collection and Funding Account which the Administrator has instructed the Indenture Trustee to apply in accordance with Section 4.4.(a)(iii) of the Base Indenture); and

(ii)any Payment Date, (A) all Collections on the Participation Certificates, the Eligible Securities or the Pledged Margin Securities received during the related Collection Period and on deposit in the Collection and Funding Account, plus (B) any income from Permitted Investments in Trust Accounts that have been established for the benefit of all Series of Notes, plus (C) any other funds of the Issuer that the Issuer (or the Administrator on behalf of the Issuer) identifies to the Indenture Trustee to be treated as “Available Funds” for such Payment Date (including any cash amounts that are on deposit in the Collection and Funding Account which the Administrator has instructed the Indenture Trustee to apply in accordance with Section 4.5(a)(1)(ix) of the Base Indenture) plus (D) any amounts released from the Series Reserve Account under the related VFN Indenture Supplement (if applicable).


“Bankruptcy Code” means the Bankruptcy Reform Act of 1978, 11 U.S.C. §§ 101 et seq.

“Base Indenture” means the Base Indenture, dated April 28, 2021, among the Issuer, Citibank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary, PLS, as Administrator and as Servicer and the Administrative Agent, including the schedules and exhibits thereto, as may be amended, restated, supplemented or otherwise modified from time to time.

“Base Servicing Fee” shall have the meaning set forth in the Retained Spread Participation Agreement.

“Base Servicing Fee Rate” means, for the Retained MSR Excess Spread Participation Certificate, the “Base Servicing Fee Rate” set forth as such in the Retained Spread Participation Agreement.  For any other Participation Certificate, as set forth in the related Participation Agreement.

“Benefit Plan Investor” has the meaning set forth in Section 3.9(b) of the Trust Agreement.

“Book-Entry Notes” means a note registered in the name of the Depository or its nominee, ownership of which is reflected on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly or as an indirect participant in accordance with the rules of such Depository); provided, that after the occurrence of a condition whereupon Definitive Notes are to be issued to Note Owners, such Book-Entry Notes shall no longer be “Book-Entry Notes”.

“Borrowing Base” means, as of any date of determination, an amount equal to the aggregate Collateral Value (as calculated using clause (b) of the definition of Market Value Percentage) of the Portfolio.

“Borrowing Base Deficiency” means the positive difference, if any, of:

(i) the aggregate VFN Principal Balances of all Outstanding Series of VFNs; and

(ii) the sum of:

(a)the product of: (1) (A) the more recent of the Borrowing Base on the Borrowing Base Determination Date preceding such date of determination, or the Interim Borrowing Base on the Interim Borrowing Base Determination Date preceding such date of determination minus (B) the aggregate of the Term Note Series Invested Amounts; provided, however, that to the extent the amount set forth in subclause (A) is less than the amount set forth in subclause (B), a Borrowing Base Deficiency shall exist, and (2) the Weighted Average Advance Rate in respect of all Outstanding Series of VFNs; and


(b) the Market Value of any Eligible Securities that have been transferred and delivered to the Issuer pursuant to the PC Repurchase Agreement prior to the Payment Date or Interim Borrowing Base Payment Date, as applicable; provided, however, that aggregate Market Value of all Eligible Securities and all Pledged Margin Securities, together, cannot exceed an amount equal to 15% of the Borrowing Base as of such date of determination; provided, further, that any Eligible Security shall only be included for purposes of determining the Borrowing Base Deficiency for a maximum of three (3) consecutive months;

(c) any cash amounts that are on deposit in the Collection and Funding Account that were deposited by the Administrator prior to the Payment Date or Interim Borrowing Base Payment Date, as applicable, which the Administrator has instructed the Indenture Trustee to reserve in the Collection and Funding Account pursuant to Sections 4.4(a)(iii) and Section 4.5(a)(1)(vii) of the Base Indenture; and

(d) the Market Value of any Pledged Margin Securities that have been pledged to the Issuer pursuant to the PC Repurchase Agreement prior to the Payment Date or Interim Borrowing Base Payment Date, as applicable; provided, however, that aggregate Market Value of all Pledged Margin Securities and all Eligible Securities, together, cannot exceed an amount equal to 15% of the Borrowing Base as of such date of determination; provided, further, that any Pledged Margin Securities shall only be included for purposes of determining the Borrowing Base Deficiency for a maximum of three (3) consecutive months.

“Borrowing Base Determination Date” means, with respect to any Payment Date, the Business Day of the month of such Payment Date on which the MSR Valuation Agent performs its Market Value Report based on the information contained in the MSR Monthly Report.

“Borrowing Capacities” means, for any Outstanding Series of VFNs on any date, the difference between (i) the related Maximum VFN Principal Balance on such date and (ii) the related VFN Principal Balance on such date.

“Business Day” means, for any Class of Notes, any day other than (i) a Saturday or Sunday or (ii) any other day on which (x) national banking associations or state banking institutions in New York, New York, the State of California, the State of Texas, the State of Delaware or the city and state where the Corporate Trust Office is located or (y) the Federal Reserve Bank of New York are authorized or obligated by law, executive order or governmental decree to be closed; provided that, when used in the context of a Payment Date, Business Day means any day other than a (i) a Saturday or Sunday or (ii) a day on which the Federal Reserve Bank of New York is closed.

“Buyer Parties” means any or all of the VFN Repo Buyer, the Administrative Agent, the Indenture Trustee, the Owner Trustee and any other parties acting on behalf of the Issuer.


“Calculation Agent” means the same Person who serves at any time as the Indenture Trustee, or an Affiliate of such Person, as calculation agent pursuant to the terms of this Base Indenture.

“Capital Lease Obligations” means, for any Person, all obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) Property to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP, and, for purposes of the PC Repurchase Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act of 2020.

“Cash Equivalents” has the meaning set forth in Section 1 of the PC Repo Pricing Side Letter.

“Cash Proceeds” means, to the extent applicable, the cash proceeds received in connection with a Permitted Disposition.

“Certificate of Authentication” means the certificate of the Indenture Trustee or the alternative certificate of the Authenticating Agent, substantially in the form attached to the Base Indenture in Exhibit D.

“Certificate of Trust” means the Certificate of Trust filed for the Trust on February 3, 2021, pursuant to the Original Trust Agreement and Section 3810(a) of the Statutory Trust Statute.

“Certificate Register” and “Certificate Registrar” means the register mentioned and the registrar appointed pursuant to Section 3.3 of the Trust Agreement.

“Certificateholder” has the meaning set forth in the Trust Agreement.

“Change in Control” means:

(i)any transaction or event as a result of which Guarantor ceases to own, beneficially or of record, through one of its wholly-owned Subsidiaries, more than 50% of the stock of PLS, except with respect to an initial public offering of PLS’s common stock on a U.S. national securities exchange;
(ii)the sale, transfer, or other disposition of all or substantially all of PLS’s assets (excluding any such action taken in connection with any securitization transaction); or
(iii)the consummation of a merger or consolidation of PLS with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s stock outstanding immediately after such merger, consolidation or such other


reorganization is owned by Persons who were not stockholders of PLS immediately prior to such merger, consolidation or other reorganization.

“Citibank” means Citibank, N.A. and any successor or assign thereto.

“Class” means, with respect to any Notes, the class designation assigned to such Note in the related Indenture Supplement.  A Series issued in one class, with no class designation in the related Indenture Supplement, may be referred to herein as a “Class”.

“Class Invested Amount” means, as of any date of determination:

(i)for any Class of a Series of Variable Funding Notes, an amount equal to: (a) the sum of (1) the outstanding Note Balance of such Class (as reduced by (A) the Scheduled Principal Payment Amount actually paid on such Class on such Payment Date, if applicable, and (B) the Early Amortization Event Payment Amount actually paid on such Class on such Payment Date, if applicable), plus (2) the aggregate outstanding Note Balances of all Classes of Variable Funding Notes within the same Series of Variable Funding Notes that are senior to or pari passu with such Class on such date and not otherwise captured in clause (1), divided by (b) the highest Advance Rate in respect of such Class of Variable Funding Notes; and  

(ii)for any Class of a Series of Term Notes, an amount equal to: (a) the sum of (1) the outstanding the Note Balance of such Class (as reduced by (A) the Scheduled Principal Payment Amount actually paid on such Class on such Payment Date, if applicable, and (B) the Early Amortization Event Payment Amount actually paid on such Class on such Payment Date, if applicable), plus (2) the aggregate outstanding Note Balances of all Classes of Term Notes within the same Series of Term Notes that are senior to or pari passu with such Class on such date and not otherwise captured in clause (1), divided by (b) the highest Advance Rate in respect of such Class of Term Notes.  

“Clearing Corporation” has the meaning set forth in Section 8-102(a)(5) of the UCC.

“Clearstream” means Clearstream Banking, S.A., and any successor thereto.

“Closing Date” means April 28, 2021.

“Code” means the Internal Revenue Code of 1986.

“Collateral” has the meaning set forth in the Granting Clause of the Base Indenture.

“Collateral Value” means, as of the applicable Determination Date, the difference between (i) the sum of (x) the product of (A) the related Market Value Percentage and (B) the aggregate unpaid principal balance of the Mortgage Loans, and (y) any Cash Proceeds (including all or any portion of any Cash Proceeds with respect to any Permitted Disposition to the extent required to be deposited into the Collection and Funding Account pursuant to the Base Indenture); and (ii) the Covered MSR Stop-Loss Cap; provided, however, that the unpaid principal balance of any Mortgage Loans being serviced by an Interim Servicer shall be eligible to be included in the calculation of “Collateral Value” (i) for a period of time no longer than one hundred and twenty (120) days, and (ii) the aggregate unpaid principal balance of the Mortgage Loans serviced by an Interim Servicer may not exceed 10% of aggregate unpaid principal balance of all Subject Mortgages, unless, in either case, consented to by the Administrative Agent.


“Collection and Funding Account” means the non-interest bearing trust account or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Sections 4.1 and 4.7 of the Base Indenture and entitled “Citibank, N.A., as Indenture Trustee for the PFSI ISSUER TRUST – FMSR Collateralized Notes, Collection and Funding Account” or such of the foregoing that can be reflected on the account systems of the institution maintaining such account.

“Collection Period” means, (i) for the first Interim Payment Date or Payment Date, the period beginning on the Cut-off Date and ending at the end of the day before the Determination Date for such Interim Payment Date or Payment Date, and (ii) for each subsequent Interim Payment Date or Payment Date, the period beginning at the opening of business on the most recent preceding Determination Date and ending as of the close of business on the day before the Determination Date for such Interim Payment Date or Payment Date.

“Collection Policy” means PLS’s policies regarding Collections and remittance in accordance with the provisions of the PC Repurchase Agreement and the Servicing Contracts and shall include the charging and collection of fees for servicing functions, including, without limitation, the charging of late fees, assumption fees, modification fees and other clerical or administrative fees in the ordinary course of servicing.

“Collections” means (i) any amounts received by PLS relating to the Participation Certificates, including, any amounts received by PLS and payable to the Issuer under the PC Repurchase Agreement or the PC Repo Guaranty, (ii) any amounts received by the Indenture Trustee relating to the Eligible Securities and (iii) Cash Proceeds (including all or any portion of any Cash Proceeds with respect to any Permitted Disposition to the extent required to be deposited into the Collection and Funding Account pursuant to the Base Indenture); provided, however, that Collections shall not include amounts related to the Base Servicing Fee, Ancillary Income or the Advance Reimbursement Amounts.

“Collections Cap VFN” means a Series or Class of VFNs, for which the related Indenture Supplement (or, in the case of a Series or Class of Retained Notes, the related financing agreement) limits the aggregate amount of Collections that can be used to pay down the related VFN Principal Balance (or, in the case of Retained Notes, the related Purchase Price as defined in the related financing agreement) to no more than 10% of the aggregate VFN Principal Balance or Purchase Price, respectively, of such Series or Class of VFN.

“Commitment Period” means the period from and including the Closing Date to but not including the Termination Date or such earlier date on which the obligations of the Issuer, as Repo Buyer, under the PC Repurchase Agreement shall have terminated pursuant to the terms thereof.


“Confidential Information” has the meaning set forth in Section 10.10(b) of the PC Repurchase Agreement.

“Consideration” means, (a) in the context of delivery thereof by the Issuer, as Repo Buyer, any or all of (i) the Owner Trust Certificate, including increases in the value thereof pursuant to Sections 4.4(b) or 4.5(e) of the Base Indenture, (ii) one or more Variable Funding Notes and (iii) cash, and (b) in the context of delivery thereof by PLS, as Repo Seller, in satisfaction of a Margin Deficit, any or all of (i) a reduction in the value of the Owner Trust Certificate pursuant to the terms of the PC Repurchase Agreement and (ii) any Margin Call Payment.

“Control,” “Controlling” or “Controlled” means possession of the power to direct or cause the direction of the management or policies of a Person through the right to exercise voting power or by contract, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Corporate Trust Office” means, for each Series of Notes, as specified in the related Indenture Supplement.

“Covered MSR Stop-Loss Cap” is an amount equal to the product of the SDQ Reference Amount attributable to Servicer’s Fannie Mae Portfolio and the Stop-Loss Cap, other than any mortgage loans related to any mortgage servicing rights that have been pledged to an Other Facility.

“Cumulative Default Supplemental Fee Shortfall Amount” means, for each Payment Date and each Class of Notes, any portion of the Default Supplemental Fee or Cumulative Default Supplemental Fee Shortfall Amount for that Class for a previous Payment Date that has not been paid, plus accrued and unpaid interest at the applicable Note Interest Rate, plus the Default Supplemental Fee Rate on such shortfall from the Payment Date on which the shortfall first occurred through the current Payment Date.

“Cumulative Interest Shortfall Amount” means, for each Payment Date and each Class of Notes, any portion of the Interest Payment Amount (calculated under clause (i) or clause (ii)(1), as applicable, of the definition thereof, if applicable) for that Class for all previous Payment Dates that has not been paid if any, plus accrued and unpaid interest at the applicable Note Interest Rate plus the Cumulative Interest Shortfall Amount Rate on each such shortfall from the Payment Date on which such shortfall first occurred to but excluding the current Payment Date.

“Cumulative Interest Shortfall Amount Rate” has the meaning set forth in the related Indenture Supplement.

“Cumulative Step-Up Fee Shortfall Amount” means, for each Payment Date and each Class of Notes, any portion of the Step-Up Fee or Cumulative Step-Up Fee Shortfall Amount for that Class for a previous Payment Date that has not been paid, plus accrued and unpaid interest at the applicable Note Interest Rate and plus the Step-Up Fee Rate on such shortfall from the Payment Date on which the shortfall first occurred through the current Payment Date.


“Current Amounts Due” means the sum of: (A) all reasonable internal costs and actual expenses related to the following actions (if taken): (1) the determination of the Appraised Market Value; (2) stabilizing the servicing of the Subject Mortgages; (3) the sale and transfer of the Servicing Rights; and (4) any action brought by Fannie Mae before a court of its choice for leave to interplead any Distributable Funds; and (B) all actual amounts due under the Fannie Mae Lender Contract to Fannie Mae on the Servicer’s Fannie Mae Portfolio because of any of the following up to and including the date Fannie Mae terminates the Servicing Rights: (1) any breach of selling representations, warranties or covenants made or assumed by the Servicer; (2) any breach of any servicing obligations by the Servicer; (3) any actual unperformed obligations under the regular servicing option or other recourse agreements; and (4) any other obligations the Servicer currently owes to Fannie Mae. If the Subject Mortgages make up less than the Servicer’s Fannie Mae Portfolio, the costs and expenses referred to in clause (A) above include all sums related to the Servicer’s Fannie Mae Portfolio through the end of the 24-month period following the date, if any, Fannie Mae terminates the Servicing Rights.

“Custodian” has the meaning set forth in Section 2.3 of the Base Indenture.

“Cut-off Date” means the Closing Date.

“Dedicated Account” means the demand deposit account identified as number 1291480489, and named “PennyMac Loan Services, LLC, in trust for PFSI ISSUER TRUST – FMSR – Dedicated Account”, which account has been established by PLS, the Indenture Trustee, as secured party, the Issuer, the Guarantor and the Account Bank for the benefit of the Indenture Trustee at the Account Bank.

“Dedicated Account Control Agreement” means, the Deposit Account Control Agreement, dated as of April 28, 2021, among PLS, the Issuer, the Indenture Trustee, the Guarantor and the Account Bank, pursuant to which to the Dedicated Account is established, as may be amended, restated, supplemented or otherwise modified from time to time.

“Default” means an event, condition or default that, with the giving of notice, the passage of time, or both, would constitute an Event of Default.

“Default Period” means the period of time that begins upon the occurrence of an Event of Default and ends on the earlier to occur of (i) the date on which the Event of Default has been waived or cured pursuant to the terms of the Base Indenture or (ii) the date on which all Classes or Series of Notes not waiving such Event of Default are paid or redeemed in full in accordance with the terms of the Base Indenture.

“Default Supplemental Fee” has the meaning set forth in the related Indenture Supplement, if applicable.

“Default Supplemental Fee Rate” has the meaning set forth in the related Indenture Supplement, if applicable.

“Definitive Note” means a Note issued in definitive, fully registered form evidenced by a physical Note, substantially in the form of one or more of the Definitive Notes attached as Exhibit A-2 and Exhibit A-4 to the Base Indenture.


“Depository” means initially, The Depository Trust Company, the nominee of which is Cede & Co., and any permitted successor depository.  The Depository shall at all times be a Clearing Corporation.

“Depository Agreement” means, for any Series or Class of Book-Entry Notes, the agreement among the Issuer, the Indenture Trustee and the Depository, dated as of the related Issuance Date, relating to such Notes.

“Depository Participant” means a broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository effects book-entry transfers and pledges of securities deposited with the Depository.

“Determination Date” means, in respect of any Payment Date or Interim Payment Date, three (3) Business Days before such Payment Date or Interim Payment Date.

“Determination Date Report” means a report delivered by the Administrator as described in Section 3.2(a) of the Base Indenture, which shall be delivered in the form of one or more electronic files.

“Disposition Management Agreement” means the Disposition Management Agreement, dated as of April 28, 2021, among the Disposition Manager, the Indenture Trustee, PLS and the Administrative Agent.

“Disposition Manager” means Pentalpha Surveillance LLC, or any successor thereto.

“Disposition Manager Fee” shall have the meaning set forth in the Disposition Management Agreement.

“Distributable Funds” means an amount equal to the Available Amount less the Minimum Reserve Amount.

“Distribution Compliance Period” means, in respect of any Regulation S Global Note or Regulation S Definitive Note, the forty (40) consecutive days beginning on and including the later of (a) the day on which any Notes represented thereby are offered to persons other than distributors (as defined in Regulation S under the 1933 Act) pursuant to Regulation S and (b) the Issuance Date for such Notes.

“Dollars” and “$” means dollars in lawful currency of the United States of America.

“DTC” has the meaning set forth in Section 5.4(a) of the Base Indenture.

“Early Amortization Event” means the occurrence of any of the following events:  

(i)the unpaid principal balance of the Portfolio is less than $[*************];

(ii)the Servicer SDQ Rate exceeds [****]%; (iii)the Market Value of a base fee equal to [****] basis points, inclusive of Ancillary Income and servicing costs, is less than $[**********];


(iv)claims by Fannie Mae relating to breaches of representations and warranties for the underlying mortgage loans in Servicer’s Fannie Mae Portfolio that remain unresolved following sixty (60) days from the date the related cure and rebuttal periods permitted under the Fannie Mae Guide have been exhausted, and the related compensatory fees and principal balance of mortgage loans for such unresolved claims exceed [*****]% of the unpaid principal balance of such mortgage loans in Servicer’s Fannie Mae Portfolio as of the end of any calendar month; provided, however that once PLS and Fannie Mae have agreed to an indemnification such indemnification shall be deemed to be a resolved claim and therefore not part of the foregoing calculation; or

(v)notice by Fannie Mae of a material breach by the Servicer of the Fannie Mae Lender Contract which remains uncured for ninety (90) days.

“Early Amortization Event Payment Amount” has the meaning set forth in the related Indenture Supplement.

“Early Amortization Period” means, for all Series of Notes, the period that begins upon the occurrence of an Early Amortization Event and ends on the date when the Early Amortization Event is no longer in effect, pursuant to the requirements set forth in Section 4.12 of the Base Indenture.

“Eligible Account” means an account or accounts maintained with an insured depository institution that meets the rating requirements adopted by Fannie Mae and set forth in the Fannie Mae Lender Contract.  

“Eligible Asset” means any Asset:

(d)which relates to a Servicing Contract for Mortgage Loans in an Eligible Securitization Transaction in which PLS is acting in the capacity of servicer;
(e)which complies with all Applicable Laws and other legal requirements, whether federal, state or local;
(f)which provides for payment in Dollars;
(g)which was not originated in or subject to the Laws of a jurisdiction whose Laws would make such Asset, or the financing thereof contemplated by the PC Repurchase Agreement unlawful, invalid or unenforceable and is not subject to any legal limitation on transfer;
(h)which is owned solely by PLS subject to the relevant Servicing Contract free and clear of all Liens other than Liens in favor of the Issuer, as Repo Buyer and has not been sold, conveyed, pledged or assigned to any other lender, purchaser or Person;
(i)in respect of which Asset Seller has complied in all material respects with the Collection Policy and the related Servicing Contract or Participation Agreement, as applicable;


(j)which is not an obligation of the United States of America, any State or any agency or instrumentality or political subdivision thereof (other than Fannie Mae);
(k)in respect of which the information set forth in the Asset Schedule and the related Servicing Contract and, with respect to the Participation Certificates, the Participation Agreement, is true and correct in all material respects;
(l)in respect of which PLS has obtained from each Person that may have an interest in such Asset all acknowledgments or approvals, if any, that are necessary to pledge such Asset as contemplated by the PC Repurchase Agreement;
(m)(i) which complies with the representations and warranties set forth on Schedules 1-A and 1-B of the PC Repurchase Agreement, (ii) with respect to Eligible Securities complies with the representations and warranties to be agreed upon by the Repo Buyer, the Administrative Agent and the Repo Seller and to be set forth on Schedule 1-C to the PC Repurchase Agreement and (iii) with respect to Pledged Margin Securities, complies with the representations and warranties to be agreed upon by the Repo Buyer, the Administrative Agent and the Repo Seller and to be set forth on Schedule 1-D to the PC Repurchase Agreement;
(n)which with respect to any Asset that constitutes MSRs:
(1)constitutes an “account” or a “general intangible” as defined in the Uniform Commercial Code and is not evidenced by an “instrument,” as defined in the Uniform Commercial Code as so in effect;
(2)relates to an Eligible Securitization Transaction, where the related Participation Certificate is sold to the Issuer, as Repo Buyer, under the PC Repurchase Agreement;
(3)arose pursuant to a Servicing Contract that is in full force and effect and under which the Servicer has not been terminated; and
(4)the related Participation Certificate is an Eligible Asset the PC Repurchase Agreement; and
(o)which with respect to any Asset that constitutes a Participation Certificate:
(1)is intended to constitute a “security” as defined in the Uniform Commercial Code and is evidenced by a certificate;
(2)for which the related MSRs relate to an Eligible Securitization Transaction and have been pledged to the Issuer, as Repo Buyer, under the PC Repurchase Agreement;
(3)for which the Participation Certificate arose pursuant to a Participation Agreement that is in full force and effect; and
(4)for which the related MSRs are an Eligible Asset under the PC Repurchase Agreement;


in each case as of the related Purchase Date and as of each day that such Asset shall be subject to a Transaction under the PC Repurchase Agreement.

“Eligible Securities Account” means the non-interest bearing trust account or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Sections 4.1 and 4.7 of the Base Indenture and entitled “Citibank, N.A., as Indenture Trustee for the PFSI ISSUER TRUST – FMSR Collateralized Notes, Eligible Securities Account” or such of the foregoing that can be reflected on the account systems of the institution maintaining such account.

“Eligible Security” means any of the following obligations and securities: (i) (a) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or (b) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, any agency or instrumentality of the United States, provided that such obligations are backed by the full faith and credit of the United States; or (ii) mortgage backed securities issued or guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae, each of which shall be listed on Schedule 3 of the Base Indenture, which schedule may be maintained in electronic form.

“Eligible Securitization Transaction” means any Fannie Mae MBS which, as of the date of the related Transaction and as of each day that any Asset shall be subject to a Transaction under the PC Repurchase Agreement (unless expressly agreed upon in writing by the Issuer, as Repo Buyer, to the contrary) with respect to which the related Servicing Contract and is in full force and effect, at any time any Asset related to such Servicing Contract is subject to a Transaction, and under which the servicer has not been terminated, resigned or become subject to a right of termination or other “trigger event.”

“Eligible Servicer” means an approved Fannie Mae servicer that Fannie Mae determines in Fannie Mae’s reasonable discretion, (a) is able to service the Subject Mortgages in light of the needs and characteristics of the Subject Mortgages, (b) is able to perform all of its existing servicing obligations, and (c) is in compliance with the Fannie Mae Lender Contract.

“Eligible Subservicer” means an established mortgage servicer that (A)(i) has been a Fannie Mae approved issuer for at least two (2) years, (ii) services mortgage loans with an aggregate unpaid principal balance greater than or equal to $30,000,000,000 and (iii) has a servicer rating of at least “Average” by S&P, “SQ3” by Moody’s or “RPS3” by Fitch, and (B) is party to an Eligible Servicing Agreement.

“Eligible Subservicing Agreement” means a subservicing agreement (i) that has been approved in writing by Repo Buyer under the PC Repurchase Agreement, (ii) the subservicer of which is an Eligible Subservicer, and (iii) that has not been assigned or amended in any respect that is materially adverse to Noteholders with respect to the remittance of servicing fees or advance reimbursements without the prior written consent of Repo Buyer under the PC Repurchase Agreement.

“EO13224” has the meaning set forth in Section 3.18 of the PC Repurchase Agreement.


“Entitlement Order” has the meaning set forth in Section 8-102(a)(8) of the UCC.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any corporation or trade or business that, together with PLS or the Guarantor is treated as a single employer under Section 414(b) or (c) of the Code or solely for purposes of Section 302 of ERISA and Section 412 of the Code is treated as single employer described in Section 414 of the Code.

“Euroclear” means Euroclear Bank S.A./N.V. as operator of the Euroclear System, and any successor thereto.

“Event of Default” means (i) with respect to the Base Indenture, the meaning set forth in Section 8.1 of the Base Indenture and (ii) with respect to the PC Repurchase Agreement, the meaning set forth in Section 7.01 of the PC Repurchase Agreement.  

“Excess Spread” means, for the Retained MSR Excess Spread Participation Certificate, “Retained MSR Excess Spread” as defined in the Retained Spread Participation Agreement.  For any other Participation Certificate, as set forth in the related Participation Agreement.

“Expense Limit” means, with respect to: (i) expenses and indemnification amounts (A) in any year, for the Owner Trustee, the Indenture Trustee (in all its capacities), the Administrative Agent (in all its capacities) and the MSR Valuation Agent, $[*******] (with $[*******] being reserved for the Indenture Trustee), (B) for any single Payment Date, for the Indenture Trustee only (in all its capacities) $[*****] and (C) for any single Payment Date, for the Owner Trustee only $[*******]; and (ii) Administrative Expenses, in any year, $[******]; provided, that the Expense Limit shall only apply to payments made pursuant to Sections 4.5(a)(1)(i) and (ii) of the Base Indenture; and provided, further, that any amounts in excess of the Expense Limit that have not been paid pursuant to Section 4.5 of the Base Indenture may be applied toward and subject to the Expense Limit for the subsequent year and may be paid in a subsequent year.

“Expense Reserve Account” means the segregated non-interest bearing trust account or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Sections 4.1 and 4.6 of the Base Indenture, and entitled “Citibank, N.A., as Indenture Trustee for the PFSI ISSUER TRUST – FMSR Collateralized Notes, Expense Reserve Account”.

“Expense Reserve Required Amount” means, with respect to any date of determination, $[*******] (with $[*******] being reserved for the Indenture Trustee).  

“Expenses” means all present and future expenses reasonably incurred by or on behalf of the Issuer, as Repo Buyer, in connection with the negotiation, execution or enforcement or the ongoing operations relating to the PC Repurchase Agreement, the Indenture or any of the other Program Agreements, and Participation Agreements, and any amendment, supplement or other modification or waiver related thereto, whether incurred prior to or after the Closing Date, which expenses shall include any trustee or other service provider fees, indemnification payments, MSR transfer costs, the cost of title, lien, judgment and other record searches, reasonable attorneys’ fees, any ongoing audits or due diligence costs in connection with valuation, entering into Transactions or determining whether a Margin Deficit may exist, and costs of preparing and recording any UCC financing statements or other filings necessary to perfect the security interest created by the PC Repurchase Agreement.


“Facility Entity” has the meaning set forth in Section 9.5(i) of the Base Indenture.

“Fannie Mae” means the Federal National Mortgage Association and any successor thereto.

“Fannie Mae Approvals” shall have the meaning set forth in Section 6.10 of the PC Repurchase Agreement.

“Fannie Mae Eligibility Requirements” has the meaning set forth in Section 3.2(b)(xii) of the Base Indenture.

“Fannie Mae Guide” means the Fannie Mae Selling Guide and the Fannie Mae Servicing Guide.  

“Fannie Mae Lender Contract” means collectively, the Mortgage Selling and Servicing Contract and all applicable Pool Purchase Contracts between Fannie Mae and the Servicer, the Fannie Mae Selling Guide, the Fannie Mae Servicing Guide and all supplemental servicing instructions or directives provided by Fannie Mae, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements between Fannie Mae and the Servicer.

“Fannie Mae MBS” means an MBS issued by Fannie Mae, the issuance of which, and the servicing of such Fannie Mae eligible mortgage loans by PLS, being governed in all respects by the Fannie Mae Lender Contract, including such Fannie Mae eligible mortgage loans for which (i) PLS has submitted a fully completed Request for Approval for Transfer and consummated a purchase and sale transaction with an eligible Fannie Mae approved issuer to acquire MSRs, (ii) Fannie Mae has approved and consented to such acquisition of MSRs by PLS by delivering a consent notice to PLS in accordance with Chapter A2-7-3 of the Fannie Mae Servicing Guide, and (iii) PLS has started servicing the related MSRs and, either directly or through an Eligible Subservicer or an Interim Servicer, is collecting payments from the borrowers.

“Fannie Mae Requirements” includes the Fannie Mae Lender Contract (whether specific to PLS or of general application), in addition to the contracts (including any related guaranty agreement, master servicing agreement, master agreement for servicer’s principal and interest custodial account, master agreement for servicer’s escrow custodial account, master custodial agreement, schedule of subscribers and any other agreement or arrangement), and all applicable rules, regulations, communications, memoranda and other written directives, procedures, manuals, guidelines, including the Fannie Mae Eligibility Requirements, and any other information or material incorporated therein, defining the rights and obligations of Fannie Mae and Servicer, with respect to the Mortgage Loans.

“Fannie Mae Selling Guide” means the Fannie Mae Single Family Selling Guide.


“Fannie Mae Servicing Guide” means, the Fannie Mae Single Family Servicing Guide.

“FATCA” means sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to section 1471(b) of the Code, or any U.S. or non-U.S. fiscal or regulatory legislation, guidance notes, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code.

“FCPA” has the meaning set forth in Section 10.1(h) of the Base Indenture.

“FCPA Entity” or “FCPA Entities” has the meaning set forth in Section 10.1(h) of the Base Indenture.

“FDIA” has the meaning set forth in Section 10.12(c) of the PC Repurchase Agreement.

“FDICIA” has the meaning set forth in Section 10.12(d) of the PC Repurchase Agreement.

“Fee Letter” means, for any Series, as defined in the related Indenture Supplement, if applicable.

“Fees” means, collectively, with respect to any Interest Accrual Period, the Indenture Trustee Fee, the Owner Trustee Fee, the Disposition Manager Fee and the MSR Valuation Agent Fee.

“FHA” means the Federal Housing Administration, an agency within HUD, or any successor thereto, and including the Federal Housing Commissioner and the Secretary of HUD where appropriate under the FHA Regulations.

“FHA Loan” means a Mortgage Loan which is the subject of an FHA Mortgage Insurance Contract.

“FHA Mortgage Insurance Contract” means the contractual obligation of the FHA respecting the insurance of a Mortgage Loan.

“FHA Regulations” means the regulations promulgated by the Department of HUD under the National Housing Act, as amended from time to time and codified in 24 Code of Federal Regulations, and other HUD issuances relating to FHA Loans, including the related handbooks, circulars, notices and mortgagee letters.

“Fidelity Insurance” means insurance coverage with respect to employee errors, omissions, dishonesty, forgery, theft, disappearance and destruction, robbery and safe burglary, property (other than money and securities) and computer fraud in an aggregate amount acceptable to PLS’s regulators.


“Final Payment Date” means, for any Class of Notes, the earliest of (i) the Stated Maturity Date for such Class, (ii) after the end of the related Revolving Period, the Payment Date on which the Note Balance of the Notes of such Class has been reduced to zero, and (iii) the Payment Date which follows the Payment Date on which all proceeds of the sale of the Trust Estate are distributed pursuant to Section 8.6 of the Base Indenture.

“Financial Asset” has the meaning set forth in Section 8-102(a)(9) of the UCC.

“Financial Statements” means the consolidated financial statements of the Guarantor and PLS prepared in accordance with GAAP for the year or other period then ended.

“Fitch” means Fitch Ratings, Inc., or any successor thereto.

“Full Amortization Period” means, for all Series of Notes, the period that begins upon the commencement of the Full Amortization Period pursuant to Section 4.12 of the Base Indenture and ends on the date on which the Notes of all Series are paid or redeemed in full.

“Funding Amount” means the amount of a funding proposed to be released or drawn on a VFN on any Funding Date, that does not cause a Borrowing Base Deficiency.

“Funding Certification” means a report delivered by the Administrator in respect of each Funding Date pursuant to Section 4.3(a) of the Base Indenture.

“Funding Conditions” means, with respect to any proposed Funding Date, the following conditions:

(i)no Borrowing Base Deficiency shall exist following the proposed funding (without giving effect to the Market Value of any Eligible Securities, Pledged Margin Securities or cash amounts on deposit in the Collection and Funding Account), and the Administrative Agent shall be satisfied in its sole discretion that it has a current accurate valuation of the Portfolio to support such determination;
(ii)no breach of representation, warranty or covenant of the Servicer, the Administrator or the Issuer, or with respect to the Participation Certificates, under the Base Indenture or under any Transaction Document, which could reasonably be expected to have a material Adverse Effect, shall exist;
(iii)solely with respect to any Funding Date which will be a VFN Draw Date, (A) (unless (and to the extent) each related VFN Noteholder and VFN Funding Source has agreed to waive this condition for purposes of fundings under its related Variable Funding Note), no Funding Interruption Event shall be continuing and (B) (unless (and to the extent) each related VFN Noteholder and VFN Funding Source have agreed to waive this condition for purposes of fundings under its related Variable Funding Note), no Event of Default shall have occurred and be continuing;


(iv)the Administrator shall have provided the Indenture Trustee, no later than 3:00 p.m. New York City time on the second (2nd) Business Day preceding such Funding Date (or such other time as may be agreed to from time to time by the Administrator, the Indenture Trustee and the Administrative Agent), a Determination Date Report reporting information with respect to the Participation Certificates in the Trust Estate and demonstrating the satisfaction of the Borrowing Base, and no later than 3:00 p.m. New York City time on the second (2nd) Business Day preceding such Funding Date, a Funding Certification certifying that all Funding Conditions have been satisfied; provided, however, that no Variable Funding Note Noteholder shall have any liability for failing to fund a requested draw of a Variable Funding Note unless it has received a Funding Certification by 3:00 p.m. New York City time on the second (2nd) Business Day preceding such Funding Date;
(v)the full amount of the Required Available Funds shall be on deposit in the Collection and Funding Account, before and after the release of cash from such account to fund the purchase price of Participation Certificates (if any Participation Certificate is being purchased on such Funding Date);
(vi)the payment of the Funding Amount or the drawing on any VFNs shall not result in a material adverse United States federal income tax consequence to the Trust Estate or any Noteholders; and
(vii)the Full Amortization Period shall not be in effect.

“Funding Date” means any Payment Date or any Interim Payment Date with respect to which the Administrator shall have delivered (i) a Funding Certification in accordance with Section 4.3(a) of the Base Indenture or (ii) a VFN Note Balance Adjustment Request in accordance with Section 4.3(b) of the Base Indenture; provided, no Full Amortization Period shall have occurred and shall be continuing on such Payment Date or Interim Payment Date.

“Funding Interruption Event” means the occurrence of an event which with the giving of notice or the passage of time, or both, would constitute an Event of Default, whether or not the Indenture Trustee, the Administrative Agent and/or any Noteholders have provided notice sufficient to cause the Full Amortization Period to commence as a result of such event.

“GAAP” means U.S. generally accepted accounting principles that are (i) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its successors, as in effect from time to time, and (ii) applied consistently with principles applied to past financial statements of PLS and its subsidiaries; provided, that a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in generally accepted accounting principles) that such principles have been properly applied in preparing such financial statements.

“Ginnie Mae” means the Government National Mortgage Association and any successor thereto.

“GLB Act” shall have the meaning set forth in Section 10.10(b) of the PC Repurchase Agreement.


“Global Note” means a Note issued in global form and deposited with or on behalf of the Depository, substantially in the form of one or more of the Global Notes attached as Exhibit A-1 and Exhibit A-3 to the Base Indenture.  

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions over PLS, the Guarantor or the Issuer, as Repo Buyer, as applicable.

“Grant,” “Granting” or “Granted” means pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to this Base Indenture.  A Grant of collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of such collateral or other agreement or instrument and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Gross Proceeds” means the amount accepted by Fannie Mae for the New Servicing Rights.

“Guarantee” means, as to any Person, any obligation of such Person directly or indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the payment of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness against loss (whether by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, or to take-or-pay or otherwise); provided that the term “Guarantee” shall not include (i) endorsements for collection or deposit in the ordinary course of business, or (ii) obligations to make servicing advances for delinquent taxes and insurance or other obligations in respect of a mortgaged property.  The amount of any Guarantee of a Person shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith.  The terms “Guarantee” and “Guaranteed” used as verbs shall have correlative meanings.

“Guarantor” means, Private National Mortgage Acceptance Company, LLC, and any successor or assign thereto.

“Hedging Instrument” means, for each Series of Notes, as specified in the related Indenture Supplement.

“HUD” means the United States Department of Housing and Urban Development or any successor thereto.

“Indemnified Party” means, for purposes of the Base Indenture, as set forth in Section 10.4 thereof, and for purposes of the Trust Agreement, as set forth in Section 8.2 thereof.  


“Indebtedness” means, for any Person: (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of Property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such Property from such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price of Property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business, so long as such trade accounts payable are payable within ninety (90) days of the date the respective goods are delivered or the respective services are rendered; (c) Indebtedness (as defined in clauses (a) or (b)) of others secured by a Lien on the Property of such Person, whether or not the respective Indebtedness so secured has been assumed by such Person; (d) obligations (contingent or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Person; (e) Capital Lease Obligations of such Person; (f) obligations of such Person under repurchase agreements, sale/buy-back agreements or like arrangements, including, without limitation, any Indebtedness arising under the PC Repurchase Agreement; (g) Indebtedness (as defined in clauses (a) or (b)) of others Guaranteed by such Person; (h) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person; (i) Indebtedness (as defined in clauses (a) or (b)) of general partnerships of which such Person is a general partner and (j) with respect to clauses (a)-(i) above both on and off balance sheet.

“Indenture” has the meaning set forth in the preamble of the Base Indenture.

“Indenture Supplement” means each supplement to the Base Indenture, executed and delivered in conjunction with the issuance of the related Series of Notes, including the schedules and exhibits thereto.

“Indenture Trustee” means the Person named as the Indenture Trustee in the Preamble to the Base Indenture until a successor Indenture Trustee shall have become such pursuant to the applicable provisions of this Base Indenture, and thereafter “Indenture Trustee” means and includes each Person who is then an Indenture Trustee thereunder.

“Indenture Trustee Authorized Officer” means, with respect to the Indenture Trustee, Calculation Agent, Paying Agent, Note Registrar or Securities Intermediary, any officer of the Indenture Trustee, Calculation Agent, Paying Agent, Note Registrar or Securities Intermediary assigned to its corporate trust services, including any vice president, assistant vice president, assistant treasurer or trust officer, who is customarily performing functions with respect to corporate trust matters and, with respect to a particular corporate trust matter under this Base Indenture, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, in each case, having direct responsibility for the administration of this Base Indenture.

“Indenture Trustee Fee” means the fee payable to the Indenture Trustee pursuant to the terms of the Base Indenture on each Payment Date in a monthly amount as agreed in the Indenture Trustee Fee Letter, which includes the fees to Citibank, and its successors and assigns in its capacities as Calculation Agent, Paying Agent, Securities Intermediary and Note Registrar; provided, that the Indenture Trustee shall also be entitled to receive payment of (i) separate fees and expenses pursuant to Section 11.7 of the Base Indenture in connection with tax filings made by the Indenture Trustee and (ii) any additional expenses permitted pursuant to the terms of the Indenture Trustee Fee Letter.


“Indenture Trustee Fee Letter” means the fee letter agreement between Citibank and PLS, dated January 4, 2021, setting forth the fees to be paid to Citibank for the performance of its duties as Indenture Trustee and in all other capacities under the Indenture.

“Initial Note Balance” means, for any Note or for any Class of Notes, the Note Balance of such Note upon the related Issuance Date as specified in the related Indenture Supplement.

“Insolvency Event” means, with respect to a specified Person, (i) an involuntary case or other proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced against any Person or any substantial part of its property, or a petition shall be filed against such Person in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, seeking the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the winding-up or liquidation of such Person’s business and (A) such case or proceeding shall continue undismissed and unstayed and in effect for a period of sixty (60) days or (B) an order for relief in respect of such Person shall be entered in such case or proceeding under such laws or a decree or order granting such other requested relief shall be granted; or (ii) the commencement by such Person of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due or the admission by such Person of its inability to pay its debts generally as they become due.

“Insolvency Proceeding” means any proceeding of the sort described in the definition of Insolvency Event.

“Interest Accrual Period” means, for any Class of Notes and any Payment Date, the period specified in the related Indenture Supplement.

“Interest Amount” means, for each Interest Accrual Period and each Class of Notes, interest accrued on such Class during such period, in an amount equal to interest on such Class’s Note Balance at the applicable Note Interest Rate.

“Interest Day Count Convention” means, for any Series or Class of Notes, the fraction specified in the related Indenture Supplement to indicate the number of days counted in an Interest Accrual Period divided by the number of days assumed in a year, for purposes of calculating the Interest Payment Amount for each Interest Accrual Period in respect of such Series or Class.

“Interest Payment Amount” means, for any Series or Class of Notes, as applicable and with respect to any Payment Date:


(i)for any Series or Class of Term Notes, the related Cumulative Interest Shortfall Amount plus the product of:

(A)the Note Balance as of the close of business on the preceding Payment Date;

(B)the related Note Interest Rate for such Series or Class and for the related Interest Accrual Period; and

(C)the Interest Day Count Convention specified in the related Indenture Supplement; and

(ii)for any Series or Class of Variable Funding Notes, the lesser of:

(1) the related Cumulative Interest Shortfall Amount plus the product of:

(A)the average daily aggregate VFN Principal Balance during the related Interest Accrual Period (calculated based on the average of the aggregate VFN Principal Balances on each day during the related Interest Accrual Period);

(B)the related Note Interest Rate for such Class during the related Interest Accrual Period; and

(C)the Interest Day Count Convention specified in the related Indenture Supplement; or

(2)such other amount as determined by the Administrative Agent and reported to the Indenture Trustee at least two (2) Business Day prior to such Payment Date.

“Interested Noteholders” means, for any Class, any Noteholder or group of Noteholders holding Notes evidencing not less than 25% of the aggregate Voting Interests of such Class.

“Interim Borrowing Base” means, as of any Interim Borrowing Base Determination Date, an amount equal to the aggregate Collateral Value (as calculated using clause (c) of the definition of Market Value Percentage) of the Portfolio.

“Interim Borrowing Base Determination Date” means the Business Day following the day in which a Modified Valuation Trigger has occurred and is at least five (5) Business Days prior to or after the next succeeding Borrowing Base Determination Date or (ii) any other Business Day agreed to among the Issuer, the Administrator, the Indenture Trustee and the Administrative Agent, following one (1) Business Day’s written notice to the Indenture Trustee.

“Interim Borrowing Base Payment Date” means the fifth (5th) Business Day following an Interim Borrowing Base Determination Date.


“Interim Payment Date” means, with respect to any Series of Notes, (i) each Interim Borrowing Base Payment Date or (ii) for each calendar week, the second (2nd) Business Day of such week following two (2) Business Day’s written notice from the Issuer to the related VFN Noteholders, the Administrative Agent and the Indenture Trustee, (iii) for any other Business Day, such date agreed to among the Issuer, the Administrator, the Indenture Trustee and the Administrative Agent, following two (2) Business Day’s written notice to the Indenture Trustee or (iv) with respect to any Cash Proceeds received in connection with a Permitted Disposition, any Business Day requested by the Issuer or the Administrator following such Permitted Disposition, to the extent that payment of such Cash Proceeds with respect to such Permitted Disposition shall not result in an Event of Default or a Borrowing Base Deficiency, following two (2) Business Day’s written notice to the Indenture Trustee.  If an Interim Payment Date falls on the same date as a Payment Date, the Interim Payment Date shall be disregarded.  No Interim Payment Dates shall occur during the Full Amortization Period.

“Interim Payment Date Report” has the meaning set forth in Section 3.2(c) of the Base Indenture.

“Interim Servicer” means the transferor of an Acquired MSR acting in its capacity as subservicer for the benefit of the Servicer in connection with the purchase thereof.

“Investment Company Act” means the Investment Company Act of 1940.

“IRS” means the United States Internal Revenue Service.

“Issuance Date” means, for any Series of Notes, the date of issuance of such Series, as set forth in the related Indenture Supplement.

“Issuer” has the meaning set forth in the Preamble to the Base Indenture.

“Issuer Affiliate” means any person involved in the organization or operation of the Issuer or an Affiliate of such a person which is also an affiliate within the meaning of Rule 3a-7 promulgated under the Investment Company Act.

“Issuer Authorized Officer” means any director or any authorized officer of the Owner Trustee or the Administrator who may also be an officer or employee of PLS, its managing member or an Affiliate of PLS or its managing member.

“Issuer Certificate” means a certificate (including an Officer’s Certificate) signed in the name of an Issuer Authorized Officer, or signed in the name of the Issuer by an Issuer Authorized Officer.  Wherever this Base Indenture requires that an Issuer Certificate be signed also by an accountant or other expert, such accountant or other expert (except as otherwise expressly provided in this Base Indenture) may be an employee of PLS or an Affiliate.

“Issuer Indemnified Party” has the meaning set forth in Section 9.2(a) of the Base Indenture.


“Issuer Tax Opinion” means, with respect to any undertaking, an Opinion of Counsel to the effect that, for United States federal income tax purposes, (i) such undertaking will not result in the Issuer being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, (ii) if any Notes are issued or deemed issued as a result of such undertaking, any Notes issued or deemed issued on such date that are not Retained Notes will be debt, and (iii) if requested by the Administrative Agent, such undertaking will not cause the Noteholders or beneficial owners of Notes that are not Retained Notes to have sold or exchanged such Notes under section 1001 of the Code (excluding, for this purpose, sales or exchanges of the Notes that result in gain or loss of zero for federal income tax purposes). For any Series of VFNs that is a Retained Note, clauses (ii) and (iii) shall apply to the repurchase agreement financing of such Series of VFNs, if any (rather than to the VFNs subject to such financing).

“Laws” means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Governmental Authority.

“Lender Adjusted Net Worth” has the meaning set forth in the Fannie Mae Contract.

“Level” means any of the six (6) tiers of Servicer SDQ Rate set forth in the definition of Stop-Loss Cap.

“License” means any license, permit, approval, right, privilege, quota, concession, or franchise issued, granted, conferred or otherwise created by a Governmental Authority.

“Lien” means, with respect to any property or asset of any Person (a) any mortgage, lien, pledge, charge or other security interest or encumbrance of any kind in respect of such property or asset or (b) the interest of a vendor or lessor arising out of the acquisition of or agreement to acquire such property or asset under any conditional sale agreement, lease purchase agreement or other title retention agreement.

“Liquidity” has the meaning set forth in the Fannie Mae Lender Contract.

“Majority Certificateholders” means the holders of Trust Certificates representing a Percentage Interest of more than 50% in the aggregate.

“Majority Noteholders” means, with respect to any Series or Class of Notes or all Outstanding Notes, the Noteholders of greater than 50% of the Note Balance of the Outstanding Notes of such Series or Class or of Outstanding Notes, as the case may be, measured by Voting Interests in any case.

“Margin Call” has the meaning set forth in Section 2.05(a) of the PC Repurchase Agreement.

“Margin Call Payment” means (i) the sale and delivery of Eligible Securities or Pledged Margin Securities, or (ii) the transfer of cash to the Issuer, as Repo Buyer, under the PC Repurchase Agreement.


“Margin Deadlines” has the meaning set forth in Section 2.05(b) of the PC Repurchase Agreement.

“Margin Deficit” has the meaning set forth in Section 2.05(a) of the PC Repurchase Agreement.

“Margin Excess” has the meaning set forth in Section 2.05(d) of the PC Repurchase Agreement.

“Margin Excess Notice” means, in connection with a funding of Margin Excess pursuant to Section 2.05(d) of the PC Repurchase Agreement, an irrevocable notice delivered by PLS, as Repo Seller, to the Issuer, as Repo Buyer, with a copy to the Administrative Agent and the Indenture Trustee, which notice (i) shall be substantially in the form of Exhibit C to the PC Repurchase Agreement, (ii) shall be signed by a Responsible Officer of PLS and be received by the Issuer, as Repo Buyer, prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Interim Payment Date, (iii) shall specify (A) the Dollar amount of the requested Margin Excess, (B) the requested Interim Payment Date, and (C) shall include a copy of the related “Funding Certification” being delivered pursuant to the Indenture in connection with such funding of Margin Excess, if applicable, and (iv) shall have attached to it a revised Asset Schedule dated the date of such notice.

“Market Value” means, as of any date of determination, (a) with respect to the Participation Certificate, as of any date of determination, the product of (1) the Market Value Percentage as of the most recent Market Value Report and (2) the aggregate unpaid principal balance of the Mortgage Loans related to the MSRs evidenced by the Participation Certificate as of the last day for which such information is available; (b) with respect to any Eligible Security, the fair market value thereof, as determined by the Indenture Trustee as of the close of business on the immediately preceding Business Day; and (c) with respect to any Pledged Margin Security, the positive mark to market gain, if any, as determined by using the bid side pricing of either Tradeweb Markets, LLC, Thomson Reuters or such other pricing service mutually agreeable to the Administrator and the Administrative Agent or the exchange upon which such contract is traded, as applicable.

“Market Value Information” has the meaning set forth in Section 3.2(b) of the Base Indenture.

“Market Value Percentage” means:  


(a) for Funding purposes (and for the purpose of calculating the Collateral Value used in connection with such determination of a Funding) from time to time, as of any date of determination, the lesser of (i) the fair value percentage of the MSR determined by the Servicer as of the most recent date of determination or (ii) the middle of the range of the fair value percentage, including any Modified Valuation as applicable, of the MSR from the most recently delivered Market Value Report; (b) for purposes of determining the Borrowing Base (and for the purpose of calculating the Collateral Value used in connection with such determination of the Borrowing Base) from time to time, as of any date of determination, the greater of (i) the Market Value Percentage calculated for Funding purposes pursuant to clause (a) above, and (ii) the lower of (x) the product of (1) the middle of the range of the fair value percentage of the MSR from the most recently delivered Market Value Report and (2) [*****]% or (y) the product of (1) the average of the middle of the range of the fair value percentage of the MSR from the three (3) most recently delivered Market Value Reports and (2) [***]%; or

(c) for purposes of determining the Interim Borrowing Base (and for the purpose of calculating the Collateral Value used in connection with such determination of the Interim Borrowing Base) from time to time, as of any date of determination, the greater of (i) the Market Value Percentage calculated for Funding purposes pursuant to clause (a) above which shall represent the Modified Valuation applicable to the Interim Borrowing Base Determination Date, and (ii) the lower of (x) the product of (1) the middle of the range of the fair value percentage, which shall represent the applicable Modified Valuation, of the MSR from the most recently delivered Market Value Report and (2) [*****]% or (y) the product of (1) the average of the middle of the range of the fair value percentage, based on the applicable Modified Valuation, of the MSR from the three (3) most recently delivered Market Value Reports and (2) [***]%.

“Market Value Report” has the meaning set forth in Section 3.3(g) of the Base Indenture.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, condition (financial or otherwise) or prospects of PLS, the Guarantor or any Affiliate thereof that is a party to any Program Agreement taken as a whole; (b) a material impairment of the ability of PLS, the Guarantor or any Affiliate thereof that is a party to any Program Agreement to perform under any Program Agreement and to avoid any Event of Default; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability of any Program Agreement against PLS, the Guarantor or any Affiliate thereof that is a party to any Program Agreement.

“Maximum VFN Principal Balance” means, for any VFN Class, the amount specified in the related Indenture Supplement.

“MBS” means a mortgage backed security guaranteed by Fannie Mae pursuant to the Fannie Mae Lender Contract.

“Minimum Reserve Amount” means the lesser of: (i) the Stop-Loss Cap and (ii) the sum of: (A) the Current Amounts Due, plus (B) all projected amounts (calculated using Fannie Mae’s proprietary modeling system and Fannie Mae’s historical data) that may be due to Fannie Mae related to the items described in clauses B(1)-B(3) of the definition of Current Amounts Due.  If the amounts determined in clauses (i) and (ii) above are equal, then the “Minimum Reserve Amount” is the amount determined in clause (ii) above.


“Modified Valuation” means the fair market values and the valuation percentages of the Portfolio provided by the MSR Valuation Agent in the Market Value Report assuming that the 10-year U.S. Treasury rate (mid-mark) as compared to the 10-year U.S. Treasury rate (mid-mark) used by the MSR Valuation Agent as of the Borrowing Base Determination Date (i) declines by more than [*****]% or (ii) increases by more than [*****]%.

“Modified Valuation Trigger” occurs when the 10-year U.S. Treasury rate (mid-mark) as compared to the 10-year U.S. Treasury rate (mid-mark) used by the MSR Valuation Agent as of the most recent Borrowing Base Determination Date (i) declines by more than [*****]% or (ii) increases by more than [*****]%.

“Moody’s” means Moody’s Investors Service, Inc. or any successors thereto.

“Mortgage” means, with respect to a Mortgage Loan, a mortgage, deed of trust or other instrument encumbering a fee simple interest in real property securing a Mortgage Note.

“Mortgage Loan” means mortgage loans serviced or to be serviced on an ongoing basis by the Servicer for Fannie Mae and which are identified on Exhibit A to the Acknowledgment Agreement.

“Mortgage Note” means the note or other evidence of the indebtedness of a mortgagor secured by a Mortgage under a Mortgage Loan and all amendments, modifications and attachments thereto.

“Mortgage Selling and Servicing Contract” means the Mortgage Selling and Servicing Contract, dated as of October 15, 2010, as amended by the Addendum to Mortgage Selling and Servicing Contract, dated as of January 14, 2013, between the Servicer and Fannie Mae, pursuant to which the Servicer is selling mortgage loans to Fannie Mae or servicing Mortgage Loans on Fannie Mae’s behalf, and any related addenda.

“Mortgaged Property” means the real property (including all improvements, buildings, fixtures and building equipment thereon and all additions, alterations and replacements made at any time with respect to the foregoing) and all other collateral securing repayment of the related Mortgage Loan.

“MRA Payment Date” means the Business Day immediately preceding a “Payment Date” as defined in the Base Indenture.

“MSR Monthly Report” has the meaning set forth in Section 3.3(f) of the Base Indenture.

“MSR Portfolio” means the Mortgage Loans underlying the Participation Certificates.

“MSR Sales Agent” has the meaning as set forth in the Disposition Manager Agreement.


“MSR Valuation Agent” means Incenter Mortgage Advisors, LLC, or any successor third party mortgage servicing rights valuation agent appointed by PLS in accordance with the terms of this Base Indenture.

“MSR Valuation Agent Agreement” means the Master Professional Services Agreement, dated as of April 28, 2021, among the MSR Valuation Agent, PLS and the Issuer.

“MSR Valuation Agent Fee” means the fees and expenses payable to the MSR Valuation Agent pursuant to the terms of the MSR Valuation Agent Agreement.

“MSRs” means, with respect to the Mortgage Loans, the mortgage servicing rights, including any and all of the following:  (a) any and all rights to service the Mortgage Loans; (b) any payments to or monies received by the Servicer for servicing the Mortgage Loans; (c) any late fees, penalties or similar payments with respect to the Mortgage Loans; (d) all agreements or documents creating, defining or evidencing any such servicing rights to the extent they relate to such servicing rights and all rights of the Servicer thereunder; (e) escrow or other similar payments with respect to the Mortgage Loans and any amounts actually collected by the Servicer with respect thereto; (f) all accounts and other rights to payment related to any of the property described in this definition; and (g) any and all documents, files, records, servicing files, servicing documents, servicing records, data tapes, computer records, or other information pertaining to the Mortgage Loans or pertaining to the past, present or prospective servicing of the Mortgage Loans; provided, however, MSRs shall not include any Advance Reimbursement Amounts.

“Multiemployer Plan” means a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been or are required to be made by PLS or any ERISA Affiliate and that is covered by Title IV of ERISA.

“Net Earnings” means reported Total Gross Income (Loss)(as calculated based on the values assigned to such terms and reported in the Mortgage Bankers’ Financial Reporting Form) from servicing, less: (x) changes in MSR value; (y) gains (losses) on derivatives used to hedge Servicing Rights; and (z) gains (losses) on other derivatives or other financial instruments, calculated based on data reported in the servicing column of Schedule C (Income) of its Mortgage Bankers’ Financial Reporting Form.  

“Net Excess Cash Amount” means, on any Payment Date or Interim Payment Date, the amount of funds available to be distributed to PLS pursuant to Sections 4.4(a)(iv), 4.5(a)(1)(x) or 4.5(a)(2)(vi) of the Base Indenture, as applicable.

“Net Payment Amount” means with respect to any MRA Payment Date or Interim Payment Date, an amount equal to the sum of (i) the amounts payable by PLS pursuant to Sections 2.03, 2.04 or 2.05 of the PC Repurchase Agreement, as applicable, minus (ii) the amounts, if any, that will be distributable under Sections 4.4(a)(iv) or 4.5(a)(1)(x) of the Base Indenture to PLS, as the holder of the Owner Trust Certificate.

“New Servicing Rights” means the new servicing rights created when Fannie Mae engages a new interim servicer or subservicer to service the Subject Mortgages after Fannie Mae terminates the Servicing Rights.


“Non-Excluded Taxes” has the meaning set forth in Section 2.09(a) of the PC Repurchase Agreement.

“Non-SDQ Factor” means, for a Level, the number of basis points set out in the definition of Stop-Loss Cap as the Non-SDQ Factor for such Level.

“Non-SDQ Loans” means mortgage loans in Servicer’s Fannie Mae Portfolio which are not SDQ Loans.

“Nonpublic Personal Information” means any consumer’s nonpublic personal information as defined in the Gramm-Leach-Bliley Act.

“Note” or “Notes” means any note or notes of any Class authenticated and delivered from time to time under this Base Indenture and the related Indenture Supplement including any Variable Funding Note.

“Note Balance” means, on any date (i) for any Term Note, or for any Series or Class of Term Notes, as the context requires, the Initial Note Balance of such Term Note or the aggregate of the Initial Note Balances of the Term Notes of such Series or Class, as applicable, less all amounts paid to the Noteholder of such Term Note or Noteholders of such Term Notes with respect to principal, and (ii) for any Variable Funding Note, its VFN Principal Balance on such date.

“Note Interest Rate” means, for any Note, or for any Series or Class of Notes as the context requires, the interest rate specified, or calculated as provided in, the related Indenture Supplement.

“Note Owner” means, with respect to a Book Entry Note, the Person who is the owner of such Book Entry Note, as reflected on the books of the Depository, or on the books of a Person maintaining an account with such Depository (directly as a Depository Participant or as an indirect participant, in each case in accordance with the rules of such Depository) and with respect to any Definitive Notes, the Noteholder of such Note.

“Note Payment Account” means the segregated non-interest bearing trust account or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Sections 4.1 and 4.8 of the Base Indenture and entitled “Citibank, N.A., as Indenture Trustee in trust for the Noteholders of the PFSI ISSUER TRUST – FMSR Collateralized Notes, Note Payment Account”.

“Note Purchase Agreement” means an agreement with one or more initial purchasers or placement agents under which the Issuer will sell the Notes to such initial purchaser(s), or contract with such placement agent(s) for the initial private placement of the Notes, in each case as further defined in the related Indenture Supplement.

“Note Rating Agency” means any nationally recognized rating agency, and, with respect to any Outstanding Class of Notes, each rating agency, if any, specified in the related Indenture Supplement.  References to Note Rating Agencies or “each” or “any” Note Rating Agency in this Base Indenture refer to Note Rating Agencies that were engaged to rate any Notes issued under this Base Indenture, which Notes are still Outstanding.


“Note Register” has the meaning set forth in Section 6.5 of the Base Indenture.

“Note Registrar” means the Person who keeps the Note Register specified in Section 6.5 of the Base Indenture.

“Noteholder” means the Person in whose name a Note is registered in the Note Register, except that, solely for the purposes of giving certain consents, waivers, requests or demands as may be specified in this Base Indenture, the interests evidenced by any Note registered in the name of, or in the name of a Person or entity holding for the benefit of, the Issuer, PLS or any Person that is an Affiliate of either or both of the Issuer and PLS, shall not be taken into account in determining whether the requisite percentage necessary to effect any such consent, waiver, request or demand shall have been obtained (unless such Person is the sole holder of the Notes).  The Indenture Trustee shall have no responsibility to count any Person as a Noteholder who is not permitted to be so counted under the Base Indenture pursuant to the definition of “Outstanding” unless a Responsible Officer of the Indenture Trustee has actual knowledge that such Person is an Affiliate of either or both of the Issuer and PLS.

“Notice” or “Notices” means all requests, demands and other communications, in writing (including facsimile transmissions and e-mails), sent by overnight delivery service, facsimile transmission, electronic transmission or hand-delivery to the intended recipient at the address specified in Section 10.04 of the PC Repurchase Agreement or, as to any party, at such other address as shall be designated by such party in a written notice to the other party.

“NRSRO” means a nationally recognized statistical rating organization that is a credit rating agency that issues credit ratings that the U.S. Securities and Exchange Commission permits other financial firms to use for certain regulatory purposes.

“Obligations” means (a) all of PLS’s indebtedness, obligations to pay the outstanding principal balance of the Purchase Price, together with interest thereon on the Termination Date, outstanding interest due on each MRA Payment Date, and other obligations and liabilities, to the Issuer, as Repo Buyer, arising under, or in connection with, the Program Agreements, whether now existing or hereafter arising; (b) any and all sums reasonably incurred and paid by the Issuer, as Repo Buyer, or on behalf of the Issuer, as Repo Buyer, in order to preserve any Repurchase Asset or its interest therein; (c) in the event of any proceeding for the collection or enforcement of any of PLS’s indebtedness, obligations or liabilities referred to in this definition, the reasonable expenses of retaking, holding, collecting, preparing for sale, selling or otherwise disposing of or realizing on any Repurchase Asset, or of any exercise by the Issuer, as Repo Buyer, of its rights under the Program Agreements, including, without limitation, reasonable attorneys’ fees and disbursements and court costs; and (d) all of PLS’s indemnity obligations to the Issuer, as Repo Buyer, pursuant to the Program Agreements.

“Obligor” means any Person who owes or may be liable for payments under a Mortgage Loan.

“OFAC” has the meaning set forth in Section 10.1(j) of the Base Indenture.

“Officer’s Certificate” means a certificate signed by an Issuer Authorized Officer and delivered to the Indenture Trustee. Wherever this Base Indenture requires that an Officer’s Certificate be signed also by an accountant or other expert, such accountant or other expert (except as otherwise expressly provided in this Base Indenture) may be an employee of the Servicer.


“Opinion of Counsel” means a written opinion of counsel reasonably acceptable to the Indenture Trustee, which counsel may, without limitation, and except as otherwise expressly provided in this Base Indenture and except for any opinions related to tax matters or material adverse effects on Noteholders, be an employee of the Issuer, PLS or any of their Affiliates.

“Optional Payment” has the meaning set forth in Section 2.03(c) of the PC Repurchase Agreement.

“Organizational Documents” means the Issuer’s Trust Agreement (including the related Owner Trust Certificate).

“Other Facility” means any loan agreement, repurchase agreement or pledge (other than the Transaction Documents) of mortgage servicing rights relating to mortgage loans in Servicer’s Fannie Mae Portfolio.

“Other Taxes” has the meaning set forth in Section 2.09(b) of the PC Repurchase Agreement.

“Outstanding” means, with respect to all Notes and, with respect to a Note or with respect to Notes of any Series or Class means, as of the date of determination, all such Notes theretofore authenticated and delivered under this Base Indenture, except:

(i)any Notes theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation, or canceled by the Issuer and delivered to the Indenture Trustee pursuant to Section 6.9 of the Base Indenture;

(ii)any Notes to be redeemed for whose full payment (including principal and interest) redemption money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Noteholders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been duly given if required pursuant to this Base Indenture, or provision therefore satisfactory to the Indenture Trustee has been made;

(iii)any Notes which are canceled pursuant to Section 7.3 of the Base Indenture; and

(iv)any Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Base Indenture (except with respect to any such Note as to which proof satisfactory to the Indenture Trustee is presented that such Note is held by a person in whose hands such Note is a legal, valid and binding obligation of the Issuer).

For purposes of determining the amounts of deposits, allocations, reallocations or payments to be made, unless the context clearly requires otherwise, references to “Notes” will be deemed to be references to “Outstanding Notes”.


In determining whether the Noteholders of the requisite principal amount of such Outstanding Notes have taken any Action under the Base Indenture, Notes owned by the Issuer, PLS, or any Affiliate of the Issuer or PLS (except with respect to the VFNs which have been sold by PLS to a VFN Repo Buyer under a VFN Repurchase Agreement and any Action to be given or taken by a VFN Noteholder under the Base Indenture shall be taken by the related Repo Buyer under the related VFN Repurchase Agreement) shall be disregarded. In determining whether the Indenture Trustee will be protected in relying upon any such Action, only Notes which an Indenture Trustee Authorized Officer has actual knowledge are owned by the Issuer or PLS, or any Affiliate of the Issuer or PLS, will be so disregarded. Notes so owned which have been sold pursuant to a repurchase transaction or pledged in good faith may be regarded as Outstanding if the pledgee proves to the satisfaction of the Indenture Trustee the pledgee’s right to act as owner with respect to such Notes and that the Repo Buyer or pledgee is not the Issuer or PLS or any Affiliate of the Issuer or PLS. Retained Notes shall not constitute Notes “Outstanding” to the extent contemplated by the applicable Indenture Supplement.

“Owner” means, when used with respect to a Note, any related Note Owner.

“Owner Trust Certificate” means a certificate evidencing a 100% undivided beneficial interest in the Issuer.

“Owner Trust Estate” means the estate of the Trust.

“Owner Trustee” means WSFS, not in its individual capacity but solely as owner trustee under the Trust Agreement, and any successor Owner Trustee thereunder.

“Owner Trustee Fee” means the annual fee of $[*****], to be paid annually on the Payment Date occurring in May of each year.

“Owner Trustee Lien” means the lien in favor of the Owner Trustee granted pursuant to Section 8.3 of the Trust Agreement, which lien is subordinated to the lien of the Indenture Trustee as provided in such Section 8.3 and is subject and subordinate to any and all rights of Fannie Mae under the Fannie Mae Lender Contract or the Acknowledgment Agreement.

“Participation Agreement” means, (i) with respect to the Retained MSR Excess Spread Participation Certificate, the Retained Spread Participation Agreement and (ii) with respect to any other Participation Certificate, as set forth in the related participation agreement, in each case, as may be amended, restated, supplemented or otherwise modified from time to time.

“Participation Certificate” has the meaning, (i) with respect to the Retained Spread Participation Agreement, the Retained MSR Excess Spread Participation Certificate and (ii) with respect to any other Participation Agreement, as set forth therein.

“Participation Certificate Schedule” means, as of any date, the list attached as Schedule 1 to the Base Indenture, as it may be amended from time to time in accordance with Section 2.1(b) of the Base Indenture.

“Participation Interest” has the meaning set forth in the Retained Spread Participation Agreement.


“Paying Agent” means the same Person who serves at any time as the Indenture Trustee, or an Affiliate of such Person, as paying agent pursuant to the terms of this Base Indenture.

“Payment Date” means, in any month beginning in May 2021, the 25th day of such month or, if such 25th day is not a Business Day, the next Business Day following such 25th day.

“Payment Date Report” has the meaning set forth in Section 3.2(b) of the Base Indenture.

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“PC Documents” means, collectively, the Participation Certificates and the PC Repurchase Agreement.

“PC Repo Guaranty” means that certain guaranty, made by the Guarantor in favor of the Issuer, guaranteeing payment to the Issuer of all amounts owing to the Issuer from PLS pursuant to the PC Repurchase Agreement, as may be amended, restated, supplemented or otherwise modified from time to time.

“PC Repo Pricing Side Letter” means the pricing side letter agreement to the PC Repurchase Agreement, dated as of the Closing Date, among the Issuer, as Repo Buyer, PLS, as Repo Seller, and the Guarantor, as may be amended, restated, supplemented or otherwise modified from time to time.

“PC Repurchase Agreement” means the Master Repurchase Agreement, dated as of April 28, 2021, among PLS, as Repo Seller, the Issuer, as Repo Buyer and the Guarantor, pursuant to which PLS has sold to the Issuer, all of its right, title and interest in, to and under the Retained MSR Excess Spread Participation Certificate (including all rights to the Retained MSR Excess Spread related thereto), as may be amended, restated, supplemented or otherwise modified from time to time.

“Percentage Interest” means, with respect to each Trust Certificate, the percentage indicated on the face thereof.

“Permitted Disposition” means a Permitted ESS Disposition or a Permitted MSR Disposition, as applicable.

“Permitted ESS Disposition” means, the assignment and transfer by the Servicer to a third party of any portion of the Servicing Fees that are in excess of 25 basis points, including a transfer to Fannie Mae in connection with the issuance of an interest-only Fannie Mae MBS, so long as immediately after giving effect to such removal, such disposition shall not result in an Event of Default or a Borrowing Base Deficiency.

“Permitted Investments” means, at any time, any one or more of the following obligations and securities:


(i)(a) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or (b) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, any agency or instrumentality of the United States, provided that such obligations are backed by the full faith and credit of the United States; and provided further that the short-term debt obligations of such agency or instrumentality at the date of acquisition thereof have been rated (x) “A-1” or the equivalent by any NRSRO if such obligations have a maturity of less than sixty (60) days after the date of acquisition or (y) “A-1+” or the equivalent by any NRSRO if such obligations have a maturity greater than sixty (60) days after the date of acquisition;

(ii)repurchase agreements on obligations specified in clause (a) maturing not more than three months from the date of acquisition thereof; provided that the short-term unsecured debt obligations of the party agreeing to repurchase such obligations are at the time rated “A-1+” or the equivalent by any NRSRO;

(iii)certificates of deposit, time deposits and bankers’ acceptances of any U.S. depository institution or trust company incorporated under the laws of the United States or any state thereof and subject to supervision and examination by a federal and/or state banking authority of the United States; provided that the unsecured short-term debt obligations of such depository institution or trust company at the date of acquisition thereof have been rated “A-1+” or the equivalent by any NRSRO;

(iv)commercial paper of any entity organized under the laws of the United States or any state thereof which on the date of acquisition has been rated “A-1+” or the equivalent by any NRSRO;

(v)interests in any U.S. money market fund which, at the date of acquisition of the interests in such fund (including any such fund that is managed by the Indenture Trustee or an Affiliate of the Indenture Trustee or for which the Indenture Trustee or an Affiliate acts as advisor) and throughout the time as the interest is held in such fund, has a rating of “AAAm” or the equivalent by any NRSRO; or

(vi)other obligations or securities that are acceptable to the NRSRO as Permitted Investments under the Base Indenture and if the investment of account funds therein will not result in a reduction in the then current rating of the Notes, as evidenced by a letter to such effect from the NRSRO;

provided, that each of the foregoing investments shall mature no later than the Business Day prior to the Payment Date immediately following the date of purchase thereof (other than in the case of the investment of monies in instruments of which the Indenture Trustee is the obligor, which may mature on the related Payment Date), and shall be required to be held to such maturity; and provided further, that each of the Permitted Investments may be purchased by the Indenture Trustee through an Affiliate of the Indenture Trustee.

“Permitted Lien” means any liens for taxes, assessments, or similar charges incurred in the ordinary course of business and which are not yet due or as to which the period of grace, if any, related thereto has not expired or which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP.


“Permitted MSR Disposition” means, either (i) the assignment, transfer, or material delegation of any of the Servicer’s rights or obligations, under the Servicing Contract to a third party which (A) does not violate the terms and conditions of the Fannie Mae Lender Contract, (B) has been approved by Fannie Mae in its sole discretion and (C) immediately after giving effect to such removal, such disposition shall not result in an Event of Default or a Borrowing Base Deficiency, or (ii) the removal of any MSR from the Participation Certificates pursuant to the applicable Participation Agreement and the Transaction Documents, so long as immediately after giving effect to such removal, such disposition shall not result in an Event of Default or a Borrowing Base Deficiency.

“Person” means any individual, corporation, estate, partnership, limited liability company, limited liability partnership, joint venture, association, joint-stock company, business trust, trust, unincorporated organization, government or any agency or political subdivision thereof, or other entity of a similar nature.

“PIP” means any performance improvement plan entered into between the Servicer and Fannie Mae from time to time.

“Place of Payment” means, with respect to any Class of Notes issued under the Indenture, the city or political subdivision so designated with respect to such Class of Notes by the Indenture Trustee.

“Plan” means an employee benefit or other plan established or maintained by PLS or any ERISA Affiliate and covered by Title IV of ERISA, other than a Multiemployer Plan.

“Plan Asset Regulations” has the meaning set forth in Section 6.5(k) of the Base Indenture.

“Plan Assets” has the meaning set forth in United States Department of Labor regulations at 29 C. F. R, Section 2510.3-101 as modified by Section 3(42) of ERISA.

“Pledged Margin Securities Account” means a securities account which shall be established for the benefit of the Indenture Trustee.

“Pledged Margin Securities Account Control Agreement” means, a securities account control agreement which shall be entered into by and among PLS, the Issuer, the Indenture Trustee, PLS and the Guarantor for the purpose of holding the Pledged Margin Securities.

“Pledged Margin Security” means any exchange traded futures and options or any “to be announced” long forward contract on a mortgage-backed security.  For the avoidance of doubt, put contracts, short forward contracts and shorting will not be permitted with respect to Pledged Margin Securities.  

“PLS” means PennyMac Loan Services, LLC, a limited liability company organized under the laws of the State of Delaware, or its permitted successors and assigns.


“PLS Repurchase Price” means the price for which PLS is entitled to repurchase a Participation Certificate from the Issuer, under the PC Repurchase Agreement.

“Pool Purchase Contract” means an agreement between Fannie Mae and the Servicer to buy and sell mortgage loans or Participation Interests for inclusion in an MBS pool.

“Portfolio” means the Retained MSR Portfolio.

“Portfolio Collections” means, with respect to each Portfolio, the funds collected on the related Portfolio Mortgage Loans and allocated as the servicing compensation payable to the Seller as servicer of such Portfolio Mortgage Loans pursuant to the Servicing Contract and the Fannie Mae Guide, other than Ancillary Income and Advance Reimbursement Amounts pursuant to the Servicing Contract and the Fannie Mae Guide.

“Portfolio Excess Spread” means, collectively, the Retained MSR Excess Spread and with respect to any other Participation Certificate, the Excess Spread related thereto.

“Portfolio Mortgage Loan” means a Retained MSR Portfolio Mortgage Loan.

“Predecessor Notes” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 6.6 of the Base Indenture in lieu of a mutilated, lost, destroyed or stolen Note will be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

“Price Differential” means with respect to any Transaction as of any date of determination, an amount equal to the sum of (i) the product of (A) the Pricing Rate for such Transaction, (B) the Purchase Price for such Transaction and (C) a fraction, the numerator of which is the number of days elapsed from and including the preceding MRA Payment Date to and excluding such date of determination and the denominator of which equals 360, and (ii) the aggregate expected related fees (including Default Supplemental Fees, and Step-Up Fees), costs and expenses (including any Fees, Expenses, reasonable out-of-pocket expenses and indemnification amounts owed for Administrative Expenses of the Issuer described in Section 4.5(a)(1)(ii) of the Base Indenture, and Specified Call Premium Amounts) as of such date of determination (as determined by the Administrative Agent).

“Price Differential Statement Date” has the meaning set forth in Section 2.04(a) of the PC Repurchase Agreement.

“Pricing Rate” has the meaning set forth in Section 1 of the PC Repo Pricing Side Letter.

“Proceeds” means “proceeds” as defined in Section 9-102(a)(64) of the UCC.

“Program Agreements” means the PC Repurchase Agreement, the PC Repo Pricing Side Letter, the Dedicated Account Control Agreement, the Pledged Margin Securities Account Control Agreement, if any, the Indenture, and the Participation Agreements.


“Prohibited Person” has the meaning set forth in Section 3.18 of the PC Repurchase Agreement.

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“Proposed New Servicer” has the meaning as set forth in the Disposition Manager Agreement.

“Prospective Owner” shall have the meaning set forth in Section 3.9(a) of the Trust Agreement.

“PTCE” has the meaning set forth in Section 6.5(k) of the Base Indenture.

“Purchase Date” means, subject to the satisfaction of the conditions precedent set forth in Article IV of the PC Repurchase Agreement, (i) the 25th day of such month (or, if such 25th day is not a Business Day, the next Business Day following such 25th day) or (ii) each calendar week, the second (2nd) Business Day of each such week (or if any such date is not a Business Day, the next succeeding Business Day) following one (1) Business Day’s written notice from PLS, as Repo Seller, to the Issuer, as Repo Buyer, and the Administrative Agent, in each case on which a Transaction is entered into by the Issuer, as Repo Buyer, pursuant to the PC Repurchase Agreement or such other mutually agreed upon date as more particularly set forth in the PC Repurchase Agreement.

“Purchase Price” means the price at which each Purchased Asset (or portion thereof) is transferred by PLS, as Repo Seller, to the Issuer, as Repo Buyer, which shall equal:

(a)on the Purchase Date, the product of (1) the Purchase Price Percentage and (2) the applicable Market Value; and
(p)on any day after the Purchase Date, the amount determined under the immediately preceding clause (a) increased by the amount of any Margin Excess pursuant to Section 2.05(d) of the PC Repurchase Agreement and decreased by the sum of (i) any Repurchase Price or Required Payments paid pursuant to Section 2.03 of the PC Repurchase Agreement, and (ii) the amount of Consideration transferred by PLS, as Repo Seller, to the Issuer, as Repo Buyer, pursuant to Section 2.05(a) of the PC Repurchase Agreement equal to the sum of (x) any cash, (y) the principal amount of any Additional Note Payment with respect to the Variable Funding Note and (z) the amount of any reduction in the Owner Trust Certificate, to the extent provided in Section 2.05 the PC Repurchase Agreement.

“Purchase Price Percentage” has the meaning set forth in Section 1 of the PC Repo Pricing Side Letter.

“Purchased Assets” means the collective reference to Participation Certificates together with the Repurchase Assets related to such Participation Certificates.  For the sake of clarity, notwithstanding that related MSRs are pledged, and not sold, to the Issuer, as Repo Buyer, under the PC Repurchase Agreement, such MSRs will nevertheless be included herein as Purchased Assets.


“Ratings Effect” means a reduction, qualification with negative implications or withdrawal of any then current rating of any Outstanding Notes by an applicable Note Rating Agency (other than as a result of the termination of such Note Rating Agency).

“Record Date” means, for the interest or principal payable on any Note on any applicable Payment Date or Interim Payment Date, (i) for a Book Entry Note, the last Business Day before such Payment Date or Interim Payment Date, as applicable, and (ii) for a Definitive Note, the last day of the month preceding such Payment Date or Interim Payment Date, as applicable, unless otherwise specified in the related Indenture Supplement.

“Records” means all instruments, agreements and other books, records, and reports and data generated by other media for the storage of information maintained by PLS, or any other person or entity with respect to the Purchased Assets or any other Repurchase Assets.

“Redemption Amount” means, with respect to a redemption of any Series or Class of Notes by the Issuer pursuant to Section 13.1 of the Base Indenture or pursuant to the related Indenture Supplement, an amount, which when applied together with other Available Funds pursuant to Section 4.5 of the Base Indenture, shall be sufficient to pay an amount equal to the sum of (i) the Note Balance of all Outstanding Notes of such Series or Class as of the applicable Redemption Payment Date or Redemption Date, (ii) all accrued and unpaid interest on the Notes of such Series or Class through the day prior to such Redemption Payment Date or Redemption Date, (iii) any and all amounts allocable to such Series or Class and then owing or owing in connection with such redemption to the Indenture Trustee or the Securities Intermediary, from the Issuer pursuant to the terms hereof, and (iv) any and all other amounts allocable to such Series or Class then due and payable under the Indenture (including all accrued and unpaid Default Supplemental Fees or Step-Up Fees on the Notes of such Series or Class through the day prior to such Redemption Payment Date or Redemption Date and any Specified Call Premium Amount, if any) and, in the case of redemption of all Outstanding Notes, sufficient to authorize the satisfaction and discharge of this Base Indenture pursuant to Section 7.1 of the Base Indenture.

“Redemption Date” has the meaning set forth in Section 13.1 of the Base Indenture.

“Redemption Notice” has the meaning set forth in Section 13.2 of the Base Indenture.

“Redemption Payment Date” has the meaning set forth in Section 13.1 of the Base Indenture.

“Redemption Percentage” means, for any Class, 10% or such other percentage set forth in the related Indenture Supplement.

“Register” has the meaning set forth in Section 9.02(a) of the PC Repurchase Agreement.

“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100 229.1125, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the U.S. Securities and Exchange Commission or by the staff of the U.S. Securities and Exchange Commission, or as may be provided by the U.S. Securities and Exchange Commission or its staff from time to time.


“Regulation RR” means regulations required under Section 15G of the 1934 Act, added pursuant to Section 941(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

“Regulation S” means Regulation S promulgated under the 1933 Act or any successor provision thereto, in each case as the same may be amended from time to time; and all references to any rule, section or subsection of, or definition contained in, Regulation S means such rule, section, subsection, definition or term, as the case may be, or any successor thereto.

“Regulation S Definitive Note” has the meaning set forth in Section 5.2(c)(ii) of the Base Indenture.

“Regulation S Global Note” has the meaning set forth in Section 5.2(c)(ii) of the Base Indenture.

“Regulation S Note” has the meaning set forth in Section 5.2(c)(ii) of the Base Indenture.

“Regulation S Note Transfer Certificate” has the meaning set forth in Section 6.5(i)(ii) of the Base Indenture.

“Related Security” means with respect to any Asset, (a) all security interests or Liens and property subject thereto from time to time, if any, purporting to secure payment of such Asset, whether pursuant to the related Servicing Contract related to such Asset or otherwise, together with all financing statements covering any collateral securing such Asset; (b) all guarantees, indemnities, letters of credit, insurance or other agreements or arrangements of any kind from time to time supporting or securing payment of such Asset whether pursuant to the related Servicing Contract related to such Asset or otherwise; and (c) any and all Proceeds of the foregoing.

“REO Property” means a Mortgaged Property in which an owner of the related Mortgage Loan has acquired title to such Mortgaged Property through foreclosure or by deed in lieu of foreclosure.

“Repo Buyer” means the purchaser under a repurchase agreement.  With respect to the PC Repurchase Agreement, the Issuer is the “Repo Buyer”.  With respect to a VFN Repurchase Agreement, the related VFN Repo Buyer is the “Repo Buyer”.  

“Repo Seller” means the seller under a repurchase agreement.  With respect to the PC Repurchase Agreement, PLS is the “Repo Seller”.  With respect to a VFN Repurchase Agreement, either PLS or PLS FMSR VFN Funding, LLC is the “Repo Seller”.

“Repurchase Assets” has the meaning set forth in Section 4.02(a) of the PC Repurchase Agreement.


“Repurchase Date” means the earlier of (i) the Termination Date or (ii) the date requested by PLS, as Repo Seller, on which the Repurchase Price is paid pursuant to Section 2.03 of the PC Repurchase Agreement.

“Repurchase Price” means the price at which Purchased Assets are to be transferred from the Issuer, as Repo Buyer, to PLS, as Repo Seller (other than the MSRs, which are pledged, and not sold, to the Issuer, as Repo Buyer), upon termination of a Transaction, which will be determined in each case (including Transactions terminable upon demand) as the sum of the Purchase Price for such Purchased Assets and the accrued but unpaid Price Differential as of the date of such determination.

“Request for Approval for Transfer” means Form 629 to the Fannie Mae Guide (Request for Approval for Servicing or Subservicing Transfer) as required by Chapter A2-7-3 of the Fannie Mae Guide for one Fannie Mae approved servicer to transfer its responsibility for servicing or subservicing any mortgage loans and/or acquired properties to another servicer.

“Required Available Funds” means an amount that, in connection with each Funding Date, shall remain on deposit in the Collection and Funding Account, which amount shall equal (i) the amounts payable in respect of Fees and invoiced or regularly occurring expenses payable from Available Funds on the next Payment Date, plus (ii) all accrued and unpaid interest due on the Notes on the next Payment Date following such Funding Date, plus (iii) all amounts required to be deposited into each Series Reserve Account on the next Payment Date, plus (iv) all amounts required to be deposited into the Expense Reserve Account on the next Payment Date, plus (v) all accrued and unpaid Default Supplemental Fees, if any, due on the Notes on the next Payment Date following such Funding Date, plus (vi) all accrued and unpaid Step-Up Fees, if any, due on the Notes on the next Payment Date following such Funding Date.

“Required Payment” means, with respect to any Purchased Asset, the amounts required to be paid by PLS, as Repo Seller, to the Issuer, as Repo Buyer, on an MRA Payment Date, equal to any “Scheduled Principal Payment Amounts” due on such MRA Payment Date under the Indenture.

“Required Reserve Amount” means, with respect to any MRA Payment Date, the amounts estimated to be due and owing by PLS, as Repo Seller, pursuant Sections 2.03, 2.04 or 2.05 of the PC Repurchase Agreement.

“Requirement of Law” means, with respect to any Person, any law, treaty, rule or regulation or determination of an arbitrator, a court or other Governmental Authority, applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” means,

(i)When used with respect to the Indenture Trustee, the Calculation Agent, the Note Registrar, the Securities Intermediary or the Paying Agent, an Indenture Trustee Authorized Officer; (ii)when used with respect to the Issuer, any Issuer Authorized Officer who is an officer of the Issuer or is an officer of the Administrator of the type referred to in clause (iii) below; and


(iii)when used with respect to the Servicer or the Administrator, the chief executive officer, the chief financial officer, any vice president or any managing director of the Servicer or the Administrator, as the case may be.

“Restricted Cash” has the meaning set forth in Section 1 of the PC Repo Pricing Side Letter.

“Restricted Payment” means, with respect to any Person, collectively, all dividends or other distributions of any nature (cash, securities, assets or otherwise), and all payments, by virtue of redemption or otherwise, on any class of equity securities (including, warrants, options or rights therefor) issued by such Person, which may hereafter be authorized or outstanding and any distribution in respect of any of the foregoing, whether directly or indirectly.

“Retained MSR Excess Spread” shall have the meaning set forth in the Retained Spread Participation Agreement.

“Retained MSR Excess Spread Collections” shall have the meaning set forth in the Retained Spread Participation Agreement.

“Retained MSR Excess Spread Participation Certificate” means the Participation Certificate issued pursuant to the Retained Spread Participation Agreement which evidences the Participation Interest in the Retained MSR Excess Spread.

“Retained MSR Portfolio” has the meaning set forth in the Retained Spread Participation Agreement.

“Retained MSR Portfolio Mortgage Loan” means a Mortgage Loan that is included in the Retained MSR Portfolio.

“Retained Note” has the meaning set forth in Section 14.3 of the Base Indenture.

“Retained Spread Participation Agreement” means the Retained Spread Participation Agreement, dated as of April 28, 2021, between PLS, as seller, and PLS, as purchaser, as may be amended, restated, supplemented or otherwise modified from time to time.

“Revolving Period” means, for any Series or Class of Notes, the period of time beginning on, and including, the related Issuance Date and ending on, but excluding, commencement of the Early Amortization Period or the Full Amortization Period.  For the avoidance of doubt, the occurrence of an Advance Rate Trigger Event shall not cause the termination of the Revolving Period.

“Right of Assumption” means the Indenture Trustee’s right to request that the Indenture Trustee, if it is an Eligible Servicer, or a proposed new servicer, if it is an Eligible Servicer, be retained to service the Subject Mortgages, all on the terms and conditions set forth in the Acknowledgment Agreement.


“Rule 144A” means Rule 144A promulgated under the 1933 Act.

“Rule 144A Definitive Note” has the meaning set forth in Section 5.2(c)(i) of the Base Indenture.

“Rule 144A Global Note” has the meaning set forth in Section 5.2(c)(i) of the Base Indenture.

“Rule 144A Note” has the meaning set forth in Section 5.2(c)(i) of the Base Indenture.

“Rule 144A Note Transfer Certificate” has the meaning set forth in Section 6.5(i)(iii) of the Base Indenture.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or any successor thereto.

“Sale” means any sale of any portion of the Trust Estate pursuant to Section 8.15 of the Base Indenture.

“Sanctions” has the meaning set forth in Section 10.1(j) of the Base Indenture.

“Schedules of Mortgages” means each Form 2005 (Guaranteed Mortgage-Backed Securities Program Schedule of Mortgages) for PLS delivered to Fannie Mae or its designee from time to time as provided in the Fannie Mae Guide.

“Scheduled Principal Payment Amount” means, for each Series of Notes and each Payment Date, as and to the extent specified in the related Indenture Supplement.

“SDQ Event” means the Servicer SDQ Rate for two (2) consecutive months is greater than [**]% of the upper threshold of the related Level.

“SDQ Factor” means, for a Level, the number of basis points set out in the definition of Stop-Loss Cap as the SDQ Factor for such Level.

“SDQ Loans” means loans in Servicer’s Fannie Mae Portfolio for which Servicer owns the Fannie Mae servicing rights that are 90 days or more delinquent or in foreclosure as calculated by Fannie from time to time.

“SDQ Reference Amount” means, with respect to a pool of mortgage loans in Servicer’s Fannie Mae Portfolio, a percentage which will represent the pro rata portion of the Stop-Loss Cap attributable to such pool, based on the Servicer SDQ Rate of the mortgage loans in Servicer’s Fannie Mae Portfolio related to such pool in relation to the Servicer SDQ Rate of the mortgage loans related to all mortgage servicing rights of all Servicer’s Fannie Mae Portfolio, as may be further described in an intercreditor agreement.


“SEC” means the United States Securities and Exchange Commission, or any successor thereto.

“Secretary of State” means the Secretary of State of the State of Delaware.

“Secured Party” has the meaning set forth in the Granting Clause of the Base Indenture.

“Securities Account” has the meaning set forth in Section 8-501(a) of the UCC.

“Securities Intermediary” has the meaning set forth in Section 8-102(a)(14) of the UCC, and where appropriate, shall mean Citibank or its successor, in its capacity as securities intermediary pursuant to Section 4.9 of the Base Indenture.

“Security Entitlement or Securities Entitlements” has the meaning set forth in Section 8-102(a)(17) of the UCC.

“Security Interest” means the security interest in the Collateral Granted to the Indenture Trustee pursuant to the Granting Clause.

“Seller Termination Option” means (a) (i) the Issuer, as Repo Buyer, has or shall incur costs in connection with those matters provided for in Section 2.09 or 2.10 of the PC Repurchase Agreement and (ii) the Issuer, as Repo Buyer, requests that PLS, as Repo Seller, pay to the Issuer, as Repo Buyer, those costs in connection therewith or (b) the Issuer, as Repo Buyer, has declared in writing that an event described in Section 5.02(h)(A) of the PC Repurchase Agreement has occurred.

“Series” means one or more Class or Classes of Notes assigned a series designation, as specified in the related Indenture Supplement.

“Series 2021-MSRVF1 Indenture Supplement” means the Indenture Supplement, dated as of April 28, 2021, by and among the Issuer, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, PLS, as Administrator and as Servicer, and ASP, as Administrative Agent.

“Series 2021-MSRVF1 Notes” means the VFN issued pursuant to the Series 2021-MSRVF1 Indenture Supplement.

“Series 2021-MSRVF1 Repurchase Agreement” means the Master Repurchase Agreement, dated as of April 28, 2021, among PLS, as Repo Seller, the VFN Repo Buyer, as Repo Buyer, and ASP, as Administrative Agent, related to the Series 2021-MSRVF1 Notes.

“Series 2024-MSRVF1 Indenture Supplement” means the Indenture Supplement, dated as of October 28, 2024, by and among the Issuer, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, PLS as Administrator and as Servicer, and Goldman Sachs Bank USA as Administrative Agent.


“Series 2024-MSRVF1 Notes” means the VFN issued pursuant to the Series 2024-MSRVF1 Indenture Supplement.

“Series 2024-MSRVF1 Repurchase Agreement” means the Master Repurchase Agreement, dated as of October 28, 2024, among PLS FMSR VFN Funding LLC, as repo seller, PLS, as parent, Goldman Sachs Bank USA, as Administrative Agent, and the buyers from time to time party thereto, related to the Series 2024-MSRVF1 Notes.

“Series 2025-MSRVF1 Indenture Supplement” means the Indenture Supplement, dated as of November 21, 2025, by and among the Issuer, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, PLS as Administrator and as Servicer, and Nomura Corporate Funding Americas, LLC as Administrative Agent.

“Series 2025-MSRVF1 Notes” means the VFN issued pursuant to the Series 2025-MSRVF1 Indenture Supplement.

“Series 2025-MSRVF1 Repurchase Agreement” means the Master Repurchase Agreement, dated as of November 21, 2025, among PLS, as repo seller, and Nomura Corporate Funding Americas, LLC, in its capacities as repo buyer and Administrative Agent, related to the Series 2025-MSRVF1 Notes.

“Series Allocation Percentage” means, for any Series as of any date of determination:

(i)as of any date prior to the Full Amortization Period, the percentage obtained by dividing (a) the Series Invested Amount for such Series by (b) the aggregate of the Series Invested Amounts for all Outstanding Series; and

(ii)as of any date during the Full Amortization Period, the percentage obtained by dividing (a) the Series Invested Amount for such Series as of the first day of the Full Amortization Period by (b) the aggregate of the Series Invested Amounts as of the first day of the Full Amortization Period for all Outstanding Series.

“Series Available Funds” means, for any Series as of any Payment Date occurring during the Full Amortization Period, after paying any amounts owed under Sections 4.5(a)(2)(i), (ii) and (iii) of the Base Indenture, the sum of the following:

(i)such Series’ Series Allocation Percentage of any income from Permitted Investments in the Collection and Funding Account;

(ii)such Series’ Series Allocation Percentage of all Collections on deposit in the Trust Accounts that are not Series Reserve Accounts (prior to giving effect to any payments on such Payment Date);

(iii)such Series’ Series Allocation Percentage of any other funds of the Issuer that the Issuer (or the Administrator on behalf of the Issuer) identifies to the Indenture Trustee in writing to be treated as “Available Funds” as of such Payment Date; and


(iv)such other amounts designated as Series Available Funds for the benefit of such Series of Notes in the related Indenture Supplement.  

“Series Invested Amount” means, the VFN Series Invested Amount or the Term Note Series Invested Amount, as applicable.  

“Series Required Noteholders” means, for any Series (a) if not specified in the related Indenture Supplement, Noteholders of any Series constituting the Majority Noteholders of such Series and (b) if specified in the related Indenture Supplement, as set forth in the related Indenture Supplement.

“Series Reserve Account” means an account established for each Series which shall be a non-interest bearing trust account which is an Eligible Account, established and maintained pursuant to Sections 4.1 and 4.6 of the Base Indenture, and in the name of the Indenture Trustee and identified by each relevant Series.

“Series Reserve Required Amount” means with respect to any Series of Notes, if applicable, the “Series Reserve Required Amount” set forth in the Indenture Supplement for such Series.

“Servicer” means PLS in all its capacities as a Fannie Mae approved seller/servicer under the Fannie Mae Lender Contract and as servicer under the Fannie Mae Lender Contract of the related Mortgage Loans, and any successor servicer approved by Fannie Mae under the Fannie Mae Lender Contract.

“Servicer SDQ Rate” means (i) the result of (x) the unpaid principal balance of SDQ Loans, divided by (y) the total unpaid principal balance of mortgage loans in Servicer’s Fannie Mae Portfolio, in each case, determined as of the end of the most recently ended calendar month, multiplied by (ii) 100, expressed as a percentage, subject to the qualifications set forth in the definition of Stop-Loss Cap herein, as applicable.

“Servicer Termination Event” means, with respect to the Fannie Mae Lender Contract, the occurrence of any events or conditions, and the passage of any cure periods and giving to and receipt by the Servicer of any required notices, as a result of which any Person has the current right to terminate the Servicer as servicer or issuer, as applicable, under the Fannie Mae Lender Contract.

“Servicer’s Fannie Mae Portfolio” means all mortgage loans delivered, and all mortgage loans and properties serviced, by the Servicer for Fannie Mae through the date, if any, Fannie Mae terminates the Servicing Rights.

“Servicing Contract” means, the Mortgage Selling and Servicing Contract, the applicable Master Agreements between PLS and Fannie Mae, and the applicable Schedules of Mortgages (Form 2005), and any and all instruments, agreements, invoices or other writings, which give rise to or otherwise evidence any of the MSRs.  Without limiting the generality of the foregoing, any reference herein to a “Servicing Contract” shall be deemed to include the Acknowledgment Agreement.


“Servicing Fee” means, with respect to any Mortgage Loan, the aggregate monthly fee payable to the Servicer in servicing such Mortgage Loan pursuant to the Fannie Mae Lender Contract, not including any Ancillary Income or Advance Reimbursement Amounts.

“Servicing Rights” means the Servicer’s rights under the Fannie Mae Lender Contract.

“Servicing Standards” has the meaning set forth in Section 10.2(i) of the Base Indenture.

“Servicing Transfer Consent Notice” means Fannie Mae’s consent to the post-delivery transfer of servicing to PLS from a transferor servicer under the terms set forth in the Fannie Mae Guide, including any additional terms, conditions and provisions set forth in such consent.

“Shortfall Amount” has the meaning set forth in Section 4.5 of the Base Indenture.

“Similar Law” has the meaning set forth in Section 6.5(k) of the Base Indenture.

“Specified Call Premium Amount” has the meaning set forth in the related Indenture Supplement, if applicable.

“STAMP” has the meaning set forth in Section 6.5(d) of the Base Indenture.

“Stated Maturity Date” means, for each Class of Notes, the date specified in the Indenture Supplement for such Note as the fixed date on which the outstanding principal and all accrued interest for such Series or Class of Notes is due and payable.

“Statutory Trust Statute” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq.

“Step-Up Fee” has the meaning set forth in the related Indenture Supplement, if applicable.

“Step-Up Fee Rate” has the meaning set forth in the related Indenture Supplement, if applicable.

“Stop-Loss Cap” means, as of any date of determination during the Stop-Loss Cap Period, and subject to the provisions below, the greater of: (i) $[*******], and (ii) the sum of (a) the result of (x) the unpaid principal balance of Non-SDQ Loans as of such date multiplied by (y) the applicable Non-SDQ Factor shown in the chart below (as adjusted from time to time pursuant to Section 12.1(a)(x) of the Base Indenture to conform with the Acknowledgment Agreement), plus (b) the result of (x) the unpaid principal balance of SDQ Loans as of such date multiplied by (y) the applicable SDQ Factor shown in the chart below (as adjusted from time to time pursuant to Section 12.1(a)(x) of the Base Indenture to conform with the Acknowledgment Agreement):


“Level”

If the Servicer SDQ Rate is:

Then, the “Non-SDQ Factor” is:

And the “SDQ Factor” is:

1

[*********]

[******]

[*******]

2

[***********]

[******]

[*******]

3

[***********]

[******]

[*******]

4

[************]

[******]

[*******]

5

[**************]

[******]

[*******]

6

[***************]

[******]

[*******]

“Stop-Loss Cap Period” means the period beginning on the effective date of the Acknowledgment Agreement and terminating on the second (2nd) anniversary of the effective date of the Acknowledgment Agreement, subject to any extension of such period pursuant to the terms of the Acknowledgment Agreement as agreed by Fannie Mae in its sole and absolute discretion.

“Stop-Loss Cap Required Amount” means with respect to any Series of Notes, if applicable, the “Stop-Loss Cap Required Amount” set forth in the Indenture Supplement for such Series.

“Subject Mortgages” means all mortgage loans which are now serviced or which may later be serviced by the Servicer pursuant to the Fannie Mae Lender Contract and which are identified on Exhibit A to the Acknowledgment Agreement.

“Subordination of Interest Agreement” means the Amended and Restated Subordination of Interest Agreement, dated as of November 21, 2025, among Fannie Mae, the Issuer and PLS, as may be further amended, restated, supplemented or otherwise modified from time to time.

“Subservicer” means, with respect to any MSR, any subservicer engaged by the Servicer to subservice the Mortgage Loans related to such MSR so long as such subservicing arrangement with respect to such MSR is subject to an Eligible Subservicing Agreement.

“Subservicer Termination Event” occurs when:


(i) the Servicer has terminated the Person acting as Subservicer and has not either (a) taken over the servicing of such Mortgage Loans itself in conformity with Section 10.2(y) of the Base Indenture or (b) (i) identified a replacement within thirty (30) days that meets the criteria of an Eligible Subservicer and (ii) replaced the Subservicer with such Eligible Subservicer within sixty (60) days under an Eligible Subservicing Agreement and an agreement in form and substance similar to the Subservicer Side Letter Agreement; or (ii) in the case of PLS, if (a) PLS ceases to be a seller/servicer approved by Fannie Mae or a lender approved by HUD, (b) PLS has been suspended as a seller/servicer by Fannie Mae or HUD on and after the date on which PLS first obtained such approval from Fannie Mae or HUD, as applicable or (c) PLS is under review or investigation outside of due course and has knowledge of imminent or future investigation outside of due course, by Fannie Mae or HUD on and after the date on which PLS became a Fannie Mae or HUD approved seller/servicer or lender, as the context may require, and the Servicer has not either (x) taken over the servicing of such Mortgage Loans itself in conformity with Section 10.2(y) of the Base Indenture or (y) (i) identified a replacement within thirty (30) days that meets the criteria of an Eligible Subservicer and (ii) replaced PLS with such Eligible Subservicer within sixty (60) days under an Eligible Subservicing Agreement and an agreement in form and substance similar to the Subservicer Side Letter Agreement.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Taxes” has the meaning assigned to such term in Section 2.09(a) of the PC Repurchase Agreement.

“Term Note” means notes of any Series or Class designated as “Term Notes” in the related Indenture Supplement.

“Term Note Series Available Funds” means, for each Series of Term Notes as of any Payment Date occurring during the Full Amortization Period, after paying any amounts owed under the priority of payments under the Base Indenture, the sum of the following:

(i)such Series’ Series Allocation Percentage of any income from Permitted Investments in the Collection and Funding Account;

(ii)such Series’ Series Allocation Percentage of all Collections on deposit in the Trust Accounts that are not Series Reserve Accounts (prior to giving effect to any payments on such Payment Date);

(iii)such Series’ Series Allocation Percentage of any other funds of the Issuer that the Issuer (or the Administrator on behalf of the Issuer) identifies to the Indenture Trustee in writing to be treated as “Available Funds” as of such Payment Date; and

(iv)such other amounts designated as Term Note Series Available Funds for the benefit of such Series of Term Notes in the related Indenture Supplement.


“Term Note Series Invested Amount” means, as of any date of determination, for any Series of Term Notes, the highest Class Invested Amount for any Class of Term Notes included in such Series of Term Notes.  

“Termination Date” has the meaning set forth in Section 1 of the PC Repo Pricing Side Letter.

“Termination Fee” has the meaning as set forth in Schedule II to the Disposition Manager Agreement.

“Total Assets” means PLS’s “Total Assets” as reported in field A240 of the Mortgage Banker’s Financial Reporting Form in accordance with the requirements set forth in the Fannie Mae Lender Contract.

“Total Collections” means,

(i)With respect to any Interim Payment Date, all Collections on the Participation Certificates or Eligible Securities received during the related Collection Period and any other funds of the Issuer that the Issuer (or the Administrator on behalf of the Issuer) identifies to the Indenture Trustee to be treated as “Total Collections” for such Interim Payment Date; and
(ii)with respect to any Payment Date, (A) all Collections on the Participation Certificates or Eligible Securities received during the related Collection Period, plus (B) any income from Permitted Investments in Trust Accounts that have been established for the benefit of all Series of Notes, plus (C) any other funds of the Issuer that the Issuer (or the Administrator on behalf of the Issuer) identifies to the Indenture Trustee to be treated as “Total Collections” for such Payment Date.

“Total Excess Spread Schedule” means Schedule 4 to the PC Repurchase Agreement, as updated from time to time by PLS, as Repo Seller.

“Transaction” has the meaning assigned to such term in the recitals to the PC Repurchase Agreement.

“Transaction Documents” means, collectively, the Indenture, each Note Purchase Agreement, the PC Repurchase Agreement, each VFN Repurchase Agreement, the Participation Agreements, the PC Repo Guaranty, the VFN Repo Guaranty, the Acknowledgment Agreement, the Fee Letter, the Participation Certificate Schedule, all Notes, the Trust Agreement, the Administration Agreement, each Indenture Supplement, the MSR Valuation Agent Agreement, the Disposition Management Agreement, if any, the Dedicated Account Control Agreement and each of the other documents, instruments and agreements entered into on the date hereof and thereafter in connection with any of the foregoing or the transactions contemplated thereby.

“Transaction Notice” has the meaning assigned to such term in Section 2.02 of the PC Repurchase Agreement.


“Transaction Register” has the meaning assigned to such term in Section 9.03(b) of the PC Repurchase Agreement.

“Transfer” has the meaning set forth in Section 6.5(h) of the Base Indenture.  It is expressly provided that the term “Transfer” in the context of the Notes includes, without limitation, any distribution of the Notes by (i) a corporation to its shareholders, (ii) a partnership to its partners, (iii) a limited liability company to its members, (iv) a trust to its beneficiaries or (v) any other business entity to the owners of the beneficial interests in such entity.

“Transfer/Engagement Request” means a request that Fannie Mae transfer the Servicing Rights or New Servicing Rights, as applicable, to the Indenture Trustee or a proposed new servicer.

“Transferee” has the meaning set forth in Section 9.02(a) of the PC Repurchase Agreement.

“Treasury Regulations” means regulations, including proposed or temporary regulations, promulgated under the Code.  References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

“Trust” shall mean PFSI ISSUER TRUST – FMSR, the Delaware statutory trust established pursuant to the Original Trust Agreement and the Certificate of Trust and continued hereby which shall carry on its business operations under the name of “PFSI ISSUER TRUST – FMSR”.

“Trust Account” or “Trust Accounts” means, individually, any of the Collection and Funding Account, the Note Payment Account, the Expense Reserve Account or the Series Reserve Account and any other account required under any Indenture Supplement, if any, and collectively, all of the foregoing.

“Trust Agreement” means the trust agreement dated as of February 3 2021 (the “Original Trust Agreement”), as amended and restated by the Amended and Restated Trust Agreement, dated the Closing Date, by and between PLS and the Owner Trustee.

“Trust Certificate” means a certificate substantially in the form set forth in Exhibit A of the Trust Agreement.

“Trust Estate” means the trust estate established under this Base Indenture for the benefit of the Noteholders, which consists of the property described in the Granting Clause, to the extent not released pursuant to Section 7.1 of the Base Indenture.

“Trust Officer” means any officer of the Owner Trustee who is authorized to act for the Owner Trustee and whose name appears on a list of such officers furnished by the Owner Trustee to the Administrator and Indenture Trustee, as such list may be amended and supplemented from time to time.


“Trust Property” means the property, or interests in property, constituting the Trust Estate from time to time.

“UCC” or “Uniform Commercial Code” means the Uniform Commercial Code, as in effect in the relevant jurisdiction.

“United States and U.S.” means the United States of America.

“United States Person” means (i) A citizen or resident of the United States, (ii) a corporation or partnership (or entity treated as a corporation or partnership for United States federal income tax purposes) created or organized in or under the laws of the United States, any one of the states thereof or the District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such United States Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996 which are eligible to elect to be treated as United States Persons).

“U.S. Anti-Money Laundering Laws” has the meaning set forth in Section 10.1(i) of the Base Indenture.

“USDA” means the Rural Housing Service of the Rural Development Agency of the United States Department of Agriculture, or any successor.

“USDA Loan” means a Mortgage Loan which is guaranteed by USDA, as evidenced by a USDA Loan Guarantee Document.

“USDA Loan Guarantee Document” means a loan guarantee document issued by USDA in accordance with 7 CFR § 3555.107.

“VA” means the U.S. Department of Veterans Affairs, an agency of the United States of America, or any successor thereto including the Secretary of Veterans Affairs.

“VA Loan” means a Mortgage Loan which is subject of a VA Loan Guaranty Agreement as evidenced by a loan guaranty certificate, or a Mortgage Loan which is a vendor loan sold by the VA.

“VA Loan Guaranty Agreement” means the obligation of the United States to pay a specific percentage of a Mortgage Loan (subject to a maximum amount) upon default of the mortgagor pursuant to the Servicemen’s Readjustment Act.

“Variable Funding Note” or “VFN” means any Note of a Series or Class designated as “Variable Funding Notes” in the related Indenture Supplement.

“VFN Draw” means, for any Funding Date, the amount to be borrowed on such date in relation to any VFNs pursuant to Section 4.3(b) of the Base Indenture.


“VFN Draw Date” means any Funding Date on which a VFN Draw is to be made pursuant to Section 4.3(b) of the Base Indenture.

“VFN Funding Source” means, with respect to a VFN that is not subject to a repurchase agreement, the VFN Noteholder; with respect to a VFN that is subject to a repurchase agreement, the party that is the Repo Seller under such repurchase agreement.

“VFN Indenture Supplement” means, the Series 2021-MSRVF1 Indenture Supplement, the Series 2024-MSRVF1 Indenture Supplement, the 2025-MSRVF1 Indenture Supplement or any other Indenture Supplement entered into pursuant to the Base Indenture with respect to the issuance of a Series of Variable Funding Notes.

“VFN Noteholder” means the Noteholder of a VFN.

“VFN Note Balance Adjustment Request” has the meaning set forth in Section 4.3(b)(i) of the Base Indenture.

“VFN Principal Balance” means, any date, for any VFN or for any Series or Class of VFNs, as the context requires, the Note Balance thereof as of the opening of business on the first day of the then-current Interest Accrual Period for such Series or Class minus all amounts previously paid during such Interest Accrual Period on such Note with respect to principal including any Additional Note Payments paid (or deemed paid) by the owner of the Owner Trust Certificate pursuant to Sections 4.4(b) or 4.5(e) of the Base Indenture plus the amount of any increase in the Note Balance of such Note during such Interest Accrual Period prior to such date, which amount shall not exceed the Maximum VFN Principal Balance.

“VFN Repo Buyer” has the meaning set forth in the related VFN Indenture Supplement.

“VFN Repo Guaranty” has the meaning set forth in the related VFN Repurchase Agreement.

“VFN Repurchase Agreement” means, the Series 2021-MSRVF1 Repurchase Agreement, the Series 2024-MSRVF1 Repurchase Agreement, the Series 2025-MSRVF1 Repurchase Agreement and any other repurchase agreement entered into by the Servicer in order to finance VFNs issued pursuant to the Base Indenture.

“VFN Series Available Funds” means, for each Series of VFNs as of any Payment Date occurring during the Full Amortization Period, after paying any amounts owed under the priority of payments under the Base Indenture, the sum of the following:

(i)such Series’ Series Allocation Percentage of any income from Permitted Investments in the Collection and Funding Account;

(ii)such Series’ Series Allocation Percentage of all Collections on deposit in the Trust Accounts that are not Series Reserve Accounts (prior to giving effect to any payments on such Payment Date);


(iii)such Series’ Series Allocation Percentage of any other funds of the Issuer that the Issuer (or the Administrator on behalf of the Issuer) identifies to the Indenture Trustee in writing to be treated as “Available Funds” as of such Payment Date; and

(iv)such other amounts designated as VFN Series Available Funds for the benefit of such Series of VFNs in the related Indenture Supplement.  

“VFN Series Invested Amount” means, as of any date of determination, for any Series of VFNs, the highest Class Invested Amount for any Class of VFNs included in such Series of VFNs.

“Voting Interests” means the aggregate voting power evidenced by the Notes, and each Outstanding Note’s Voting Interest within its Series equals the percentage equivalent of the fraction obtained by dividing that Note’s Note Balance by the aggregate Note Balance of all Outstanding Notes within such Series; provided, however, that where the Voting Interests are relevant in determining whether the vote of the requisite percentage of Noteholders necessary to effect any consent, waiver, request or demand shall have been obtained, the Voting Interests shall be deemed to be reduced by the amount equal to the Voting Interests (without giving effect to this provision) represented by the interests evidenced by any Note registered in the name of, or in the name of a Person or entity holding for the benefit of, the Issuer, PLS or any Person that is an Affiliate of any of the Issuer or PLS (except with respect to VFNs which have been sold by PLS or an Affiliate to a VFN Repo Buyer under a VFN Repurchase Agreement).  The Indenture Trustee shall have no liability for counting a Voting Interest of any Person that is not permitted to be so counted under the Indenture pursuant to the definition of “Outstanding” unless a Responsible Officer of the Indenture Trustee has actual knowledge that such Person is the Issuer or PLS or an Affiliate of either or both of the Issuer and PLS (except with respect to VFNs which have been sold by PLS to a VFN Repo Buyer under a VFN Repurchase Agreement).

All actions, consents and votes under the terms and provisions of the Indenture (other than under any Indenture Supplement related to a specific Series) that require a certain percentage of Voting Interests of all Series or any specified Series of Notes, such as the Series Required Noteholders of Series of Notes that are Variable Funding Notes or the Series Required Noteholders of each Series, as opposed to the Majority Noteholders of all Outstanding Notes shall be deemed by each of the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Administrative Agent and the Noteholders to require such designated percentage of Voting Interests of each Outstanding Series and, in the event any one specified Series fails to provide the required percentage of Voting Interests with respect to any such action, consent or vote, then such action, consent or vote shall be deemed by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Administrative Agent and the Noteholders to be not approved.

“Weighted Average Advance Rate” means, on any date of determination, with respect to all Outstanding Series of Variable Funding Notes, a percentage equal to the weighted average of the Advance Rates for each Series of Variable Funding Notes then Outstanding (weighted based on the VFN Series Invested Amount of each Series of Variable Funding Notes on such date).  With respect to a specific Series of Variable Funding Notes, the “Weighted Average Advance Rate” shall equal the Advance Rate with respect to the Class within such Series of Variable Funding Notes with the highest Advance Rates.


“WSFS” means Wilmington Savings Fund Society, FSB.


EX-10.40 4 pfsi-20251231xex10d40.htm EX-10.40 PennyMac - MBWS Agreement (Draft 2.5.13)

Exhibit 10.40

FOURTH AMENDED AND RESTATED

MORTGAGE BANKING SERVICES AGREEMENT

This Fourth Amended and Restated Mortgage Banking Services Agreement (the “Agreement”) is dated as of December 18, 2025, by and between PennyMac Loan Services, LLC, a Delaware limited liability company, for and on behalf of itself and its Affiliates (collectively, the “Service Provider”), and PennyMac Corp., a Delaware corporation, for and on behalf of itself and its Affiliates (collectively, the “Company”).

RECITALS

WHEREAS, the Company currently engages in the business of purchasing conventional and jumbo residential mortgage loans;

WHEREAS, the Service Provider provides mortgage banking services relating to the acquisition, financing and disposition of residential mortgage loans;

WHEREAS, the Company and the Service Provider desire to set forth the terms of such services and the compensation to which the Service Provider shall be entitled for performing such services;

WHEREAS, the Company and the Service Provider previously entered into that certain Third Amended and Restated Mortgage Banking Services Agreement, dated as of December 16, 2024, and as amended thereafter (the “Original Agreement”); and

WHEREAS, the Company and the Service Provider desire to amend and restate the Original Agreement as of the date hereof.

NOW, THEREFORE, in consideration of the mutual premises and agreements set forth herein and for other good and valuable consideration, the receipt and the sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1​

DEFINITIONS
Section 1.01Definitions.  For purposes of this Agreement, the following capitalized terms, unless the context otherwise requires, shall have the respective meanings set forth below:

“Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by management contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing; provided, however, that Affiliates of the Company shall include only PennyMac Mortgage Investment Trust and its wholly-owned subsidiaries, and Affiliates of the Service Provider shall include only PennyMac Financial Services, Inc., PNMAC Holdings, Inc., Private National Mortgage Acceptance Company, LLC (“PNMAC”) and PNMAC’s wholly-owned subsidiaries.


“Business Day” means any day other than (i) a Saturday or Sunday, or (ii) a day on which banking and savings and loan institutions in the States of California or New York are authorized or obligated by law or executive order to be closed.

“Company Loan Commitment” means the number of Loan Commitments relating to Mortgage Loans intended to be purchased by the Company from the Service Provider through the Correspondent Lending Program (and after applying the applicable Factor to each such Loan Commitment).

“Company Purchased Loan” means the Mortgage Loans that are purchased by the Company from the Service Provider after the issuance of a related Company Loan Commitment and through the Correspondent Lending Program.

“Correspondent” means a lender that originates conventional, government and/or jumbo residential mortgage loans under the Correspondent Lending Program.

“Correspondent Lending Program” means that certain delegated correspondent lending program established by the Service Provider and pursuant to which the Service Provider acquires Mortgage Loans that satisfy the terms of the related loan purchase agreement, including the requirements set forth in the applicable Guide(s), and any additional terms or conditions identified in acquisition policies and procedures adopted by the Service Provider from time to time.

“Customer Information” means, with respect to any Company Purchased Mortgage Loan, any personally identifiable information or records in any form (written, electronic, or otherwise) relating to a mortgagor, including, but not limited to, a mortgagor’s name, address, telephone number, loan number, loan payment history, delinquency status, insurance carrier or payment information, tax amount or payment information; the fact that the mortgagor has a relationship with the lender; and any other mortgagor financial information.

“Factor” means either .99 or .80 (representing the estimated pull through rate), the amount of which shall be multiplied by each Loan Commitment depending on whether it is subject to a “mandatory trade confirmation” or a “best efforts lock confirmation,” respectively, as each such term is defined in Exhibit A.

“Fannie Mae” means the Federal National Mortgage Association, or any successor thereto.

“Fannie Mae Guide” means, collectively, the Fannie Mae Selling Guide and Servicing Guide, as such Guides may be amended from time to time hereafter.

“Fannie Mae Mortgage Loan” means a Mortgage Loan underwritten in accordance with the guidelines of Fannie Mae described in the Fannie Mae Guide and either delivered directly into a Fannie Mae security or otherwise sold directly to Fannie Mae through its cash window.

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“Freddie Mac” means the Federal Home Loan Mortgage Corporation, or any successor thereto.

“Freddie Mac Guide” means the Freddie Mac Single-Family Seller/Servicer Guide, as such Guide may be amended from time to time hereafter.

“Freddie Mac Mortgage Loan” means a mortgage loan underwritten in accordance with the guidelines of Freddie Mac described in the Freddie Mac Guide and either delivered directly into a Freddie Mac security or otherwise sold directly to Freddie Mac through its cash window.

“Fulfillment Fees” means the fees set forth on Exhibit A that are payable by the Company to the Service Provider in partial consideration for the services provided by the Service Provider.

“Ginnie Mae Mortgage Loan” means a Mortgage Loan underwritten in accordance with the guidelines of the Government National Mortgage Association, or any successor thereto.

“Guide” means the Fannie Mae Guide, the Freddie Mac Guide or the PennyMac Guide, as applicable.

“HUD” means the United States Department of Housing and Urban Development, or any successor thereto.

“Loan Category” means either a Mortgage Loan underwritten in accordance with the Fannie Mae Guide or the Freddie Mac Guide or a Mortgage Loan not underwritten in accordance with the Fannie Mae Guide or the Freddie Mac Guide including, in the case of the latter, any sub-category thereof.

“Loan Commitment” means a loan commitment or confirmation issued by the Service Provider to a Correspondent that evidences the intent of the Service Provider to purchase, and the Correspondent to sell, a Mortgage Loan (other than a Ginnie Mae Mortgage Loan).

“Loan Commitment Price” means the percentage of Par at which the Service Provider has agreed to purchase, and a Correspondent has agreed to sell, the Mortgage Loan relating to a Loan Commitment.

“LTV” or “Loan-to-Value Ratio” means, as of any date of determination, the fraction, expressed as a percentage, the numerator of which is the principal balance of the related Mortgage Loan at such date and the denominator of which is the lesser of (a) the appraised value of the underlying property at the origination of such Mortgage Loan, and (b) if the underlying property was purchased within twelve (12) months of the origination of the Mortgage Loan, the purchase price of such property.

“MERS” means Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

“MERS Identification Number” means the mortgage identification number for any Mortgage Loan registered with MERS on the MERS® System.

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“MERS® System” means the system of recording transfers of mortgages electronically maintained by MERS.

“Monthly Payment” means the scheduled monthly payment of principal and interest on a Mortgage Loan.

“Mortgage File” means, with respect to a Mortgage Loan, the documents and instruments relating to such Mortgage Loan that are required to be delivered under the terms of the PennyMac Guide.

“Mortgage Loan” means a one-to-four family residential loan that is secured by a mortgage, deed of trust or other similar security instrument. A Mortgage Loan includes the Mortgage Loan Documents, the Mortgage File, the monthly payments, any principal payments or prepayments, any related escrow accounts, the mortgage servicing rights and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan.

“Mortgage Loan Documents” means, with respect to a mortgage loan, the mortgage, deed of trust or other similar security instrument, the promissory note, any assignments and an electronic record or copy of the mortgage loan application.

“Par” means the principal balance of a Mortgage Loan.

“PennyMac Guide” means the PennyMac Correspondent Group Seller’s Guide, as amended and supplemented from time to time.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Servicing Rights” means, with respect to each Mortgage Loan, the right to do any and all of the following:  (a) service and administer such Mortgage Loan; (b) collect any payments or monies payable or received for servicing such Mortgage Loan; (c) collect any late fees, assumption fees, penalties or similar payments with respect to such Mortgage Loan; (d) enforce the provisions of all agreements or documents creating, defining or evidencing any such servicing rights and all rights of the servicer thereunder, including, but not limited to, any clean-up calls and termination options; (e) collect and apply any escrow payments or other similar payments with respect to such Mortgage Loan; (f) control and maintain all accounts and other rights to payments related to any of the property described in the other clauses of this definition; (g) possess and use any and all documents, files, records, servicing files, servicing documents, servicing records, data tapes, computer records, or other information pertaining to such Mortgage Loan or pertaining to the past, present or prospective servicing of such Mortgage Loan; and (h) enforce any and all rights, powers and privileges incident to any of the foregoing.

“Tier 1 Loan Commitment” means each of the first 16,500 Loan Commitments (as determined after applying the applicable Factor to each Loan Commitment) issued by the Service Provider to an approved Correspondent during any fiscal quarter.

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“Tier 2 Loan Commitment” means each Loan Commitment in excess of 16,500 (as determined after applying the applicable Factor to each Loan Commitment) issued by the Service Provider to an approved Correspondent during any fiscal quarter.

“Tier 1 Purchased Loan” means each of the first 16,500 Mortgage Loans (other than Ginnie Mae Mortgage Loans) that are purchased by the Service Provider from an approved Correspondent during any fiscal quarter.

“Tier 2 Purchased Loan” means each Mortgage Loan (other than a Ginnie Mae Mortgage Loan) in excess of 16,500 Mortgage Loans that is purchased by the Service Provider from an approved Correspondent during any fiscal quarter.    

Section 1.02General Interpretive Principles.  For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(a)The terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;
(b)Accounting terms not otherwise defined herein have the meanings assigned to them in accordance with United States generally accepted accounting principles;
(c)References herein to “Articles,” “Sections,” “Subsections,” “Paragraphs,” and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
(d)A reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
(e)The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision; and
(f)The term “include” or “including” shall mean without limitation by reason of enumeration.
ARTICLE 2​

REPRESENTATIONS AND WARRANTIES
Section 2.01Representations, Warranties and Agreements of the Service Provider.  The Service Provider hereby makes to the Company, as of the date hereof, the representations and warranties set forth on Exhibit B.
Section 2.02Representations, Warranties and Agreements of the Company.  The Company hereby makes to the Service Provider, as of the date hereof, the representations and warranties set forth on Exhibit C.

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ARTICLE 3​

TERM, ACQUISITIONS AND SERVICES
Section 3.01Term of Agreement. This Agreement shall have an initial term of five years from January 1, 2025 (the “Initial Term”) unless earlier terminated in accordance with this Section or  Section 5.01.  After the Initial Term, this Agreement shall be deemed renewed automatically every 18 months for an additional 18 month period (an “Automatic Renewal Term”) unless the Company or the Service Provider terminates this Agreement upon the expiration of the Initial Term or any Automatic Renewal Term and upon at least 180 days’ prior written notice to the Company or the Service Provider, as applicable. Notwithstanding the foregoing, if (i) the Third Amended and Restated MSR Recapture Agreement, between the Company and the Service Provider, dated as of December 16, 2024, as may be amended from time to time (the “MSR Recapture Agreement”) is terminated by the Company without cause as provided in such agreement, (ii) the Fifth Amended and Restated Flow Servicing Agreement, between PennyMac Operating Partnership, L.P. and the Service Provider, dated as of December 16, 2024, as may be amended from time to time (the “Servicing Agreement”), is terminated by PennyMac Operating Partnership, L.P. without cause as provided in such agreement or (iii) if the Fourth Amended and Restated Management Agreement, between PennyMac Mortgage Investment Trust, PennyMac Operating Partnership, L.P. and PNMAC Capital Management, LLC, dated as of December 16, 2024, as may be amended from time to time (the “Management Agreement”), is terminated by PennyMac Mortgage Investment Trust without cause as provided in such agreement, the Service Provider shall have the right to terminate this Agreement without cause upon notice to the Company.  In addition, if (i) either of the MSR Recapture Agreement or the Servicing Agreement is terminated by the Service Provider without cause as provided in each such agreement or (ii) the Management Agreement is terminated by PNMAC Capital Management, LLC without cause as provided in such agreement, the Company shall have the right to terminate this Agreement without cause upon notice to the Service Provider.  
Section 3.02Exclusivity in Favor of Company.   During the term of this Agreement, as between the Company and the Service Provider, the Service Provider and its Affiliates shall be prohibited from providing to a third party the services identified in Section 3.03 in connection with the Service Provider’s Correspondent Lending Program or any third party correspondent lending program.  
Section 3.03Mortgage Banking Services.  During the term of this Agreement, the Service Provider shall provide the mortgage banking services set forth below:
(a)The Service Provider shall provide fulfillment services in connection with Mortgage Loans to be purchased or acquired by the Company, as follows:
(i)reviewing the Mortgage File to determine whether it contains the required Mortgage Loan Documents and contacting Correspondents to obtain missing documentation or the correction of inaccurate documentation;

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(ii)reviewing the Mortgage File and Mortgage Loan Documents to confirm generally that such Mortgage Loans are being originated and delivered in accordance with the applicable Guide;
(iii)reviewing such Mortgage Loan and assessing its marketability for sale and/or securitization into the secondary mortgage market;
(iv)retrieving data from the Mortgage File that is required in order for such Mortgage Loan to be properly serviced or as may be necessary or advisable in connection with a sale, pledge or repurchase transaction;
(v)confirming that the Mortgage Loan is registered with the MERS® System and has a MERS Identification Number;
(vi)calculating the final purchase price for such Mortgage Loan based on its review of the Mortgage Loan Documents and then requesting funds and directing payment to the appropriate party; and
(vii)providing such other services as may be reasonably requested by the Company or otherwise required in connection with the processing of such Mortgage Loan from time to time.
(b)From time to time, the Service Provider shall provide general services as reasonably required by the Company, as follows:
(i)re-reviewing selected Mortgage Loans for consistency with the applicable Guide;
(ii)reviewing underwriting, fulfillment, compliance and servicing activities for compliance with the applicable Guide;
(iii)coordinating investor, capital provider and regulatory audit activities;
(iv)negotiating with Fannie Mae and Freddie Mac with respect to fees and securities stipulations;
(v)reviewing correspondent lenders or prospective correspondent lenders for consistency with the applicable Guide;
(vi)reviewing and analyzing financial statements for each correspondent lender and prepayment and credit performance statistics relating to the Mortgage Loans sold by such correspondent lender;
(vii)negotiating loan purchase agreements, including any amendments or extensions thereto, administering such agreements, and monitoring compliance therewith;

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(viii)negotiating and establishing repurchase facilities or other warehouse lines of credit to be provided by third parties in favor of the Company and its affiliates;
(ix)determining the repurchase facilities or other warehouse lines of credit to be drawn or used by the Company and its affiliates in connection with purchases or other acquisitions of Mortgage Loans and monitoring the duration of such draws or usage;
(x)performing quarterly certification and annual recertification reviews in light of the requirements of the applicable Guide;
(xi)developing and maintaining models for pricing loans and mortgage servicing rights;
(xii)generating daily rate sheets for correspondent lenders;
(xiii)reviewing daily interest rate lock commitments;
(xiv)monitoring market pricing trends;
(xv)developing and maintaining models for the management of interest rate and other risks;
(xvi)developing and maintaining hedging strategies and models for interest rate and risk management;
(xvii)establish hedging instruments and executing hedge transactions;
(xviii)developing and maintaining execution models;
(xix)forming pools to back securities and entering into pooling transactions;
(xx)using reasonable efforts to resolve issues related to delivery of Mortgage Loan Documents to or at direction of Fannie Mae and Freddie Mac;
(xxi)monitoring delivery of post-closing documentation, such as final title policies and recorded mortgages;
(xxii)reviewing post-closing adjustments to pricing and confirming accurate disbursements to Correspondents;
(xxiii)obtaining and maintaining information technology systems, including those for secondary marketing, appraisals, data warehouse and accounts receivable;
(xxiv)complying with reporting requirements imposed on the Company under applicable Guides and agreements (insofar as neither Service Provider nor

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any other Person is required to perform such reporting on behalf of the Company under another agreement);
(xxv)causing the appointment of the Service Provider as servicer to service such Mortgage Loan under and in accordance with the Servicing Agreement, or causing the appointment of a sub-servicer to the extent otherwise required; and
(xxvi)other similar mortgage banking-related activities.

Section 3.04Compensation; Expenses.
(a)In consideration for the services provided to the Company by the Service Provider under this Agreement, the Company shall pay to the Service Provider the applicable Fulfillment Fees set forth on Exhibit A.
(b)The Service Provider shall be required to pay all expenses incurred by it in connection with the services it provides hereunder and shall not be entitled to reimbursement therefor except as otherwise provided in this Agreement.  
(c)Notwithstanding any provision of this Agreement to the contrary, if it becomes reasonably necessary or advisable for the Service Provider to engage in additional services in connection with the occurrence of any breach by a Correspondent of any terms or conditions to which such Correspondent is subject under its agreement with the Service Provider under the Correspondent Lending Program, or initiate and pursue any legal proceeding against a Correspondent or guarantor thereof, or appear on behalf of the Company in any bankruptcy, insolvency or other similar proceeding involving a Correspondent or any guarantor thereof or otherwise engage in post-breach or post-default resolution activities, then the Service Provider and the Company shall negotiate in good faith for additional compensation and reimbursement of expenses to be paid to the Service Provider for the performance of such additional services.
(d)Notwithstanding anything to the contrary contained herein (other than subsection (c) above), upon the written request (a “Fee Negotiation Request”) of the Company or the Service Provider following a determination by the Company or the Service Provider that the rates of compensation payable to the Service Provider hereunder differ materially from market rates of compensation for services comparable to those provided hereunder, which request includes a proposal for revised rates of compensation hereunder, the parties hereto shall negotiate in good faith to amend the provisions of this Agreement relating to the compensation of the Service Provider in order to cause such compensation to be materially consistent with market rates of compensation for services comparable to those provided hereunder (a “Fee Amendment”); provided, however, that no such request shall be made until the second anniversary of the effective date of the Original Agreement, after which time each party may make such request (i) once with respect to fees to be paid during the remainder of the Initial Term, which request shall be made prior to the expiration of the Initial Term, and (ii) once with respect to fees to be paid during any Automatic Renewal Term, which request shall be made at least 210 days prior to the start of such Automatic Renewal Term.  If the parties are unable to reach agreement on the terms of a Fee

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Amendment within thirty (30) days of the date of delivery of the relevant Fee Negotiation Request, then the terms of such Fee Amendment shall be determined by final and binding arbitration in accordance with Section 3.04(e).
(e)All disputes, differences and controversies of the Company or the Service Provider relating to a Fee Amendment (individually, a “Dispute” and, collectively, “Disputes”) shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, subject to the following provisions:
(i)Following the delivery of a written demand for arbitration by either the Company or the Service Provider, each party shall choose one (1) arbitrator within ten (10) Business Days after the date of such written demand and the two chosen arbitrators shall mutually, within ten (10) Business Days after selection select a third (3rd) arbitrator (each, an “Arbitrator” and together, the “Arbitrators”), each of whom shall be a retired judge selected from a roster of arbitrators provided by the AAA. If the third (3rd) Arbitrator is not selected within fifteen (15) Business Days after delivery of the written demand for arbitration (or such other time period as the Company and the Service Provider may agree), the Company and the Service Provider shall promptly request that the commercial panel of the AAA select an independent Arbitrator meeting such criteria.
(ii)The rules of arbitration shall be the Commercial Rules of the American Arbitration Association; provided, however, that notwithstanding any provisions of the Commercial Arbitration Rules to the contrary, unless otherwise mutually agreed to by the Company and the Service Provider, the sole discovery available to each party shall be its right to conduct up to two (2) non-expert depositions of no more than three (3) hours of testimony each.
(iii)The Arbitrators shall render a decision by majority decision within three (3) months after the date of appointment, unless the Company and the Service Provider agree to extend such time. The decision shall be final and binding upon the Company and the Service Provider; provided, however, that such decision shall not restrict either the Company or the Service Provider from terminating this Agreement pursuant to the terms hereof.
(iv)Each party shall pay its own expenses in connection with the resolution of Disputes, including attorneys’ fees, unless determined otherwise by the Arbitrator.
(v)The Company and the Service Provider agree that the existence, conduct and content of any arbitration pursuant to this Section 3.04(e) shall be kept confidential and neither the Company nor the Service Provider shall disclose to any Person any information about such arbitration, except in connection with such arbitration or as may be required by law or by any regulatory authority (or any exchange on which such party’s securities are listed) or for financial reporting purposes in such party’s financial statements.

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ARTICLE 4​

LIABILITIES OF SERVICE PROVIDER AND COMPANY
Section 4.01Liability of the Company and the Service Provider.  The Company and the Service Provider shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and Service Provider herein.
Section 4.02Merger or Consolidation of the Service Provider.
(a)The Service Provider shall keep in full effect its existence, rights and franchises as an entity and maintain its qualification to service mortgage loans for each of Fannie Mae, Freddie Mac and HUD and comply with the laws of each State in which any Mortgaged Property is located to the extent necessary to protect the validity and enforceability of this Agreement, and to perform its duties under this Agreement.
(b)Any Person into which the Service Provider may be merged, converted, or consolidated, or any Person resulting from any merger, conversion or consolidation to which the Service Provider shall be a party, or any Person succeeding to the business of the Service Provider, shall be the successor of the Service Provider hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that no Person shall so become the successor of the Service Provider hereunder unless such Person satisfies all legal requirements, including, without limitation, with respect to licensing, that are necessary to be satisfied in order for such Person to perform the Service Provider’s duties hereunder.  
Section 4.03Service Provider Not to Resign.  The Company has entered into this Agreement with the Service Provider in reliance upon the independent status of the Service Provider, and the representations as to the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof.  Therefore, the Service Provider shall not assign this Agreement or delegate its rights or duties hereunder or any portion hereof or sell or otherwise dispose of all or substantially all of its property or assets in the absence of prior written consent of the Company, which consent shall be granted or withheld in the reasonable discretion of the Company. The Service Provider shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Service Provider and the Company or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Service Provider.  Any such determination permitting the resignation of the Service Provider shall be evidenced by an Opinion of Counsel to such effect delivered to the Company, which Opinion of Counsel shall be in form and substance acceptable to the Company.  No such resignation shall become effective until the Company or another successor designated by the Company shall have assumed the Service Provider’s responsibilities and obligations hereunder.
Section 4.04No Duty to Supervise.  The parties hereto acknowledge that the Company is not obligated to supervise the performance of the Service Provider under this Agreement or any subcontractor for Service Provider under any subcontracting agreement.

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Section 4.05Indemnification.
(a)The Service Provider shall indemnify the Company, its directors, officers, employees and agents and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain by reason of the Service Provider’s (i) willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement, (ii) reckless disregard of its obligations or duties under this Agreement, (iii) breach of its representations or warranties under this Agreement, or (iv) gross negligence in the performance of its duties under any agreement with a Correspondent pursuant to which it performs underwriting services relating to a Mortgage Loan purchased by the Company and where such Mortgage Loan is subject to a repurchase or indemnity claim from one of the Company’s investors as a result of such gross negligence. For the purposes of this Section 4.05, the term “gross negligence” shall include any ordinary negligence to the extent systemic in nature or otherwise occurring on a regular basis.
(b)The Company shall indemnify the Service Provider, its directors, officers, employees and agents and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain by reason of the Company’s (i) willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement, (ii) reckless disregard of its obligations or duties under this Agreement, or (iii) breach of its representations or warranties under this Agreement.

ARTICLE 5​

TERMINATION
Section 5.01Termination.  Except as otherwise specifically set forth herein (including in Section 3.01 above), the obligations and responsibilities of the Service Provider shall terminate upon the mutual consent of the Service Provider and the Company in writing.  In addition, the Company shall be entitled to terminate the Service Provider hereunder upon any of the following events: (i) the failure by the Service Provider duly to observe or perform in any material respect any other covenant or agreement on the part of the Service Provider set forth in this Agreement that continues unremedied for a period of thirty (30) days after the date on which notice of such failure, requiring the same to be remedied, is given to the Service Provider by the Company; provided, however, that, with respect to any such failure that is susceptible to cure but not curable within such 30-day period, the Service Provider shall have an additional cure period of thirty (30) days to effect such cure so long as the Service Provider has commenced to cure such failure within the initial 30-day period, the Service Provider is diligently pursuing a full cure and the Service Provider has provided evidence of such curability and such diligent pursuit that is reasonably satisfactory to the Company; (ii) any breach of any representation or warranty on the part of the Service Provider set forth in this Agreement that continues unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, is given to the Service Provider by the Company; provided, however, that, with respect to any such breach that is susceptible to cure but not curable within such 30-day period, the Service Provider shall

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have an additional cure period of thirty (30) days to effect such cure so long as the Service Provider has commenced to cure such failure within the initial 30-day period, the Service Provider is diligently pursuing a full cure and the Service Provider has provided evidence of such curability and such diligent pursuit that is reasonably satisfactory to the Company; (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, shall have been entered against the Service Provider and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; (iv) the Service Provider shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Service Provider or of or relating to all or substantially all of its property; (v) the Service Provider shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) except as otherwise set forth in Section 4.02(b), without the prior consent of the Company or as expressly permitted or required by the other provisions of this Agreement, the Service Provider attempts to assign this Agreement or its right to compensation hereunder, or to delegate its duties hereunder, in each case whether in whole or in part.  Further, the Service Provider shall be entitled at any time during the term of this Agreement, to terminate this Agreement upon at least 60 days’ prior written notice of termination from the Service Provider to the Company, if the Company shall have defaulted in the performance of any material term of this Agreement, and such default has continued uncured for a period of 30 days after the Company’s receipt of written notice of such default from the Service Provider.
Section 5.02Succession.
(a)Upon the appointment by the Company of a successor Service Provider following the Service Provider’s termination or resignation, the Service Provider shall immediately deliver to such successor the funds in any account maintained by the Service Provider and the related documents and statements held by it hereunder and the Service Provider shall account for all funds.  The Service Provider shall execute and deliver such instruments and do all such other things as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Service Provider.  
(b)No termination of this Agreement or resignation or termination of the Service Provider hereunder shall relieve the Service Provider or the Company of the covenants, representations and warranties made herein or any liability that accrued or arose hereunder prior to the effective date of termination or resignation.
ARTICLE 6​

MISCELLANEOUS
Section 6.01Notices.  All notices, requests, demands and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed

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to have been duly given upon delivery in person or the delivery or mailing thereof, as the case may be, sent by registered or certified mail, return receipt requested:
(i)if to the Service Provider:

PennyMac Loan Services, LLC
Attn: Chief Financial Officer
3043 Townsgate Road
Westlake Village, CA 91361

With a copy to:

PennyMac Loan Services, LLC
Attn: Chief Legal Officer
3043 Townsgate Road
Westlake Village, CA 91361

(ii)if to the Company:

PennyMac Corp.
Attn: Chief Legal Officer
3043 Townsgate Road
Westlake Village, CA 91361

With copies to:

PennyMac Operating Partnership, L.P.
Attn: Chief Legal Officer
3043 Townsgate Road
Westlake Village, CA 91361

and

Stoner Fox Law Group, LLP

Attn: John Stoner

26651 Cabot Road

Laguna Hills, California 92653

or such other address as may hereafter be furnished to the other parties by like notice.

Section 6.02Amendment.  Neither this Agreement, nor any terms hereof, may be amended, supplemented or modified except in an instrument in writing executed by the parties hereto.  
Section 6.03Entire Agreement.  This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof.  The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

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Section 6.04Binding Effect; Beneficiaries.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.  No  provision of this Agreement is intended or shall be construed to give to any Person, other than the parties hereto, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.
Section 6.05Headings.  The section and subsection headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect the interpretation of any provisions hereof.
Section 6.06Further Assurances.  The Service Provider agrees to execute and deliver such instruments and take such further actions as the Company may, from time to time, reasonably request in order to effectuate the purposes and to carry out the terms of this Agreement.
Section 6.07Governing Law.  This Agreement shall be construed in accordance with the substantive laws of the State of New York applicable to agreements made and to be performed entirely in such State, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.  The parties hereto intend that the provisions of Section 5-1401 of the New York General Obligations Law shall apply to this Agreement.
Section 6.08Relationship of Parties.  Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties.  The duties and responsibilities of the Service Provider shall be rendered by it as an independent contractor and not as an agent of the Company.  The Service Provider shall have full control of all of its acts, doings, proceedings, relating to or requisite in connection with the discharge of its duties and responsibilities under this Agreement.
Section 6.09Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be held invalid for any reason whatsoever, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.
Section 6.10No Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising, on the part of a party hereto, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
Section 6.11Exhibits.  The exhibits to this Agreement are hereby incorporated and made a part hereof and form integral parts of this Agreement.
Section 6.12Counterparts.  This Agreement may be executed by the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  This Agreement shall be deemed binding  when executed by both the Service Provider and the Company. Signature pages may be electronically executed and delivered, including by any electronic method complying with the

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federal ESIGN Act (e.g., DocuSign) or by wet ink signature captured on a pdf email attachment, and any signature pages so executed and delivered shall be valid and binding for all purposes.
Section 6.13Protection of Confidential Information.  All Customer Information in the possession of the Service Provider other than information independently obtained by the Service Provider is and shall remain confidential and proprietary information of the Company. The Service Provider shall not disclose any Customer Information to any person or entity except for the purpose of carrying out its obligations under this Agreement.  The Service Provider represents and warrants that it has, and will continue to have for so long as it retains Customer Information, adequate administrative, technical, and physical safeguards (a) to ensure the security and confidentiality of customer records and information, (b) to protect against any anticipated threats or hazards to the security or integrity of such records, and (c) to protect against unauthorized access to or use of such records or information which could result in substantial harm or inconvenience to any customer.
Section 6.14WAIVER OF TRIAL BY JURY.

EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 6.15LIMITATION OF DAMAGES.

NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE, PROVIDED, HOWEVER, THAT SUCH LIMITATION SHALL NOT BE APPLICABLE WITH RESPECT TO ANY THIRD PARTY CLAIM MADE AGAINST A PARTY.

Section 6.16SUBMISSION TO JURISDICTION; WAIVERS.

EACH PARTY HEREBY IRREVOCABLY (I) SUBMITS, FOR ITSELF IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO ANY ACTION OR PROCEEDING REGARDING SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE EXTENT, WITH

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RESPECT TO SUCH COURTS, THE DEFENSE OF AN INCONVENIENT FORUM; AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

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IN WITNESS WHEREOF, the Company and the Service Provider have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the date first above written.

PENNYMAC CORP. (Company) By: /s/ Daniel S. Perotti Name: Daniel S. Perotti Title: Senior Managing Director and Chief Financial Officer PENNYMAC LOAN SERVICES, LLC (Service Provider) By: /s/ Douglas E. Jones Name: Douglas E. Jones Title: President and Chief Mortgage Banking Officer The aggregate Fulfillment Fees for Mortgage Loans during any fiscal quarter shall not exceed:


EXHIBIT A

(Compensation)

Fulfillment Fees

(a) the product of (i) the sum of $585.00 for each Tier 1 Loan Commitment and $355.00 for each Tier 2 Loan Commitment, and (ii) the number of Company Loan Commitments divided by the aggregate number of both Tier 1 Loan Commitments and Tier 2 Loan Commitments, the payment of which shall made no later than the end of the calendar month following the calendar month in which such Company Loan Commitments were issued, plus

(b) the product of (i) the number of Company Purchased Loans divided by the aggregate number of both Tier 1 Purchased Loans and Tier 2 Purchased Loans, and (ii) the sum of $315.00 for each Tier 1 Purchased Loan and $195.00 for each Tier 2 Purchased Loan, the payment of which shall be made no later than the end of the calendar month following the calendar month in which such Company Purchased Loans were purchased by the Company; plus

(c) in the case of all Mortgage Loans that are purchased by the Company (other than Fannie Mae Mortgage Loans and Freddie Mac Mortgage Loans), supplemental fees in an amount no greater than the product of (i) $500.00, and (ii) the number of such Mortgage Loans sold and/or securitized (the “Supplemental Fees”), the payment of which shall be made no later than the end of the calendar month following the calendar month in which such Mortgage Loan was sold and/or securitized.

For the purposes of this Agreement, “mandatory trade confirmation” and “best efforts lock confirmation” shall have the meanings ascribed to them in the PennyMac Guide, and to the extent the Company purchases any Mortgage Loans from the Service Provider, such Mortgage Loans shall reflect a representative mix of “mandatory trade confirmations” and “best efforts lock confirmations,” as well as a representative mix of underlying characteristics, by reference to all of the Mortgage Loans within the related Loan Category(ies) acquired from Correspondents by the Service Provider, during such quarter.

A-1


EXHIBIT B

(Representations and Warranties of the Service Provider)

(a)Due Organization and Good Standing.  The Service Provider is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged, and the Service Provider is in material compliance with the laws of each state or other jurisdiction in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(b)No Violation of Organizational Documents or Agreements.  The execution and delivery of this Agreement by the Service Provider, and the performance and compliance with the terms of this Agreement by the Service Provider, will not violate the Service Provider’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which the Service Provider is a party or which is applicable to it or any of its assets.
(c)Full Power and Authority.  The Service Provider has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(d)Binding Obligation.  This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of the Service Provider, enforceable against the Service Provider in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(e)No Violation of Law, Regulation or Order.  The Service Provider is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or, to the Service Provider’s knowledge, any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Service Provider’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Service Provider to perform its obligations under this Agreement or the financial condition of the Service Provider.
(f)No Material Litigation.  No litigation is pending or, to the best of the Service Provider’s knowledge, threatened against the Service Provider that, if

B-1


determined adversely to the Service Provider, would prohibit the Service Provider from entering into this Agreement or that, individually or in the aggregate, in the Service Provider’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Service Provider to perform its obligations under this Agreement or the financial condition of the Service Provider.
(g)No Consent Required.  Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Service Provider of or compliance by the Service Provider with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Service Provider under this Agreement.
(h)Ordinary Course of Business.  The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Service Provider.

B-2


EXHIBIT C

(Representations and Warranties of the Company)

(a)Due Organization and Good Standing.  The Company is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged.
(b)No Violation of Organizational Documents or Agreements.  The execution and delivery of this Agreement by the Company, and the performance and compliance with the terms of this Agreement by the Company, will not violate the Company’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which the Company is a party or which is applicable to it or any of its assets.
(c)Full Power and Authority.  The Company has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(d)Binding Obligation.  This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(e)No Violation of Law, Regulation or Order.  The Company is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or, to the Company’s knowledge, any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Company’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Company to perform its obligations under this Agreement or the financial condition of the Company.
(f)No Material Litigation.  No litigation is pending or, to the best of the Company’s knowledge, threatened against the Company that, if determined adversely to the Company, would prohibit the Company from entering into this Agreement or that, in the Company’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Company to perform its obligations under this Agreement or the financial condition of the Company.

C-1


(g)No Consent Required.  Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Company of or compliance by the Company with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Company under this Agreement.

C-2


EX-10.46 5 pfsi-20251231xex10d46.htm EX-10.46 Microsoft Word - Form LPA (2016-10) - Fillable

Exhibit 10.46

AMENDED AND RESTATED

MORTGAGE LOAN PURCHASE AGREEMENT

This Amended and Restated Mortgage Loan Purchase Agreement (this “Agreement”) is dated and effective as of December 18, 2025, by and between PennyMac Loan Services, LLC (the “Seller”) and PennyMac Corp. (the “Purchaser”).

R E C I T A L S

The Seller and the Purchaser entered into that certain Mortgage Loan Purchase Agreement dated and effective as of September 25, 2012 (the “Original MLPA”).

The parties to this Agreement desire to amend and restate the Original MLPA in its entirety, as evidenced by their signatures hereto; and the parties to this Agreement consent to such amendment and restatement.  

The Seller desires to sell and transfer to the Purchaser from time to time, and the Purchaser desires to purchase from the Seller from time to time, certain Mortgage Loans and Correspondent Loans upon such terms as set forth herein.

In consideration of the promises and the mutual agreements and undertakings set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

THE GUIDE

Unless the context otherwise requires, all capitalized terms used and not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Pennymac Correspondent Group Seller Guide, as amended and supplemented from time to time. For avoidance of doubt, the term “Guide” as used herein shall also have the meaning assigned to such term in the Pennymac Correspondent Group Seller Guide; provided, however, that for the purposes of this Agreement, the “Guide” shall be deemed to be the Seller’s Guide of PennyMac Corp. and all references to Seller contained therein shall be deemed to be references to PennyMac Corp. For the avoidance of doubt, the term “Mortgage Loan” as used in this Agreement shall not include any Correspondent Loan (as defined in Article IV below).  The parties expressly understand and agree that the Guide is incorporated into this Agreement by reference and forms a critical and inseparable part thereof. Seller also expressly understands and agrees that Purchaser reserves the right to amend or supplement the Guide at any time and from time to time.  The sale and purchase of each Mortgage Loan hereunder shall be subject to all requirements of the Guide, as in effect on the related Funding Date.  For the avoidance of doubt, this Agreement is not a “delegated Mortgage Loan Purchase Agreement” or an “MLPA” for the purposes of Announcement 25-59:  Important Change to MLPA and Loan Purchase Process.  

ARTICLE II

SALE OF THE MORTGAGE LOANS

Section 2.1 Agreement of Sale. On each Funding Date, the Seller does hereby agree to sell, convey, transfer and assign to the Purchaser all right, title and interest in and to the Mortgage Loans, all in accordance with the terms and conditions set forth herein.

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Section 2.2 Payment of the Purchase Price. On each Funding Date, the Purchaser shall pay to the Seller the Purchase Price, by wire transfer in immediately available funds to the account designated by the Seller. Upon completion of the wire transfer to the Seller’s designated account, the Purchaser shall own the Mortgage Loans and the Servicing Rights, free and clear of any lien or encumbrance whatsoever.

Section 2.3 Entitlement to Payment on the Mortgage Loans. The Purchaser shall be entitled to all collections and recoveries of principal and interest paid by a Mortgagor, received by Seller or otherwise applied to any Mortgagor’s account after the related Funding Date.

Section 2.4 Delivery of Mortgage Loan Documents. The Seller shall deliver the Mortgage Loan Documents with respect to each Mortgage Loan to the Purchaser or its designee on or before the Delivery Due Date, except as otherwise permitted to be delivered later in accordance with the requirements of the Guide.

Section 2.5 Conditions to Funding. The Purchaser’s obligations hereunder with respect to any Mortgage Loan are subject to the fulfillment of the following conditions precedent. In the event that any of the conditions set forth below are not satisfied, the Purchaser shall not have any obligation to purchase any such Mortgage Loan or to pay the Purchase Price as contemplated hereunder.

(a) Each of the representations and warranties made by the Seller hereunder shall be true and correct in all material respects as of the related Funding Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under the Agreement;

(b) The Seller shall have delivered to the Purchaser a complete Mortgage File with respect to each Mortgage Loan that contains all of the Mortgage Loan Documents required to be delivered on or before the Delivery Due Date, except as otherwise permitted to be delivered later in accordance with the requirements of the Guide; and

(c) Each of the terms and conditions set forth herein which are required to be satisfied on or before the related Funding Date shall have been satisfied unless waived in writing by the party affected thereby.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS WITH RESPECT TO THE MORTGAGE LOANS

Section 3.1 Representations, Warranties and Covenants Respecting the Seller. As of the date of this Agreement and as of each Funding Date, the Seller makes each of the “Representations, Warranties and Covenants Respecting the Seller” as are set forth in the Guide as it exists on the related date such representation, warranty and/or covenant was made.

Section 3.2 Representations and Warranties Regarding Individual Mortgage Loans. With respect to each Mortgage Loan as of the related Funding Date, the Seller makes each of the “Representations and Warranties Respecting the Individual Mortgage Loans” as are set forth in the Guide as it exists on the related date such representation and warranty was made.

Section 3.3 Survival of Representations and Warranties; Applicability. The representations, warranties and covenants referenced in this Article III shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or Purchaser’s examination or failure to examine any Mortgage File.

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Furthermore, the absence of the Seller in either the chain of title or endorsements shall in no way limit the Purchaser’s recourse against the Seller as provided in this Agreement for a breach of one or more of the Seller’s representations and warranties made herein.

For purposes of this Agreement and the Guide, the term “to the best of the Seller’s knowledge” means that the Seller reasonably believes such representation and warranty to be true, and has no knowledge or notice that such representation or warranty is inaccurate or incomplete, and, consistent with the standard of care exercised by prudent lending institutions, the Seller has conducted a reasonable inquiry to assure the accuracy and completeness of the applicable representation and warranty. With respect to representations and warranties referenced in this Article III that are made to the best of the Seller’s knowledge, if it is discovered by either the Seller or the Purchaser that the substance of such representation and warranty is inaccurate and/or incomplete, the Purchaser shall be entitled to all the remedies to which it would be entitled for a breach of representation or warranty, including, without limitation, the repurchase requirements contained herein, notwithstanding the Seller’s lack of knowledge with respect to the inaccuracy and/or incompleteness of the representation or warranty at the time it was made.

Section 3.4 Repurchase Obligations.

As further provided below, Seller shall have a Repurchase Obligation with respect to any Mortgage Loan upon the occurrence of one or more of the following breaches affecting such Mortgage Loan:

(a) Upon the discovery by either the Seller or the Purchaser of a breach of any representation, warranty or covenant referenced in this Article III;

(b) Where the Seller fails to deliver, or fails to cause to be delivered, one or more original Mortgage Loan Documents with respect to the Mortgage Loan as required and specified in the Guide within the maximum delivery time permitted in the Guide for such original document, or, if no time is specified, within one hundred and twenty (120) days after the related Funding Date;

(c) Where an Early Payment Default (as set forth on the applicable trade confirmation) has occurred with respect to the Mortgage Loan; and

(d) Upon the occurrence of any other event or circumstance giving rise to a Repurchase Obligation, as the same may be identified in the Guide as it exists on the related Funding Date of such Mortgage Loan.

The parties hereto hereby agree that the Early Payment Default section of the Guide shall not apply and the definition of Early Payment Default set forth in the Glossary to the Guide shall be deleted in its entirety and replaced with the definition set forth on the applicable trade confirmation.

Upon receipt of notice from the Purchaser of a breach set forth in this Section 3.4 with respect to any Mortgage Loan, if such breach is capable of being cured, the Seller shall have a period of thirty (30) days from the date of the notice in which to cure such breach. If the Seller fails to cure such breach within this time frame, the Seller shall repurchase the affected Mortgage Loan by paying the Purchaser the related Repurchase Price immediately after the conclusion of the cure period. With respect to any breach set forth in this Section 3.4 that is not capable of being cured by the Seller, the Seller shall repurchase the affected Mortgage Loan by paying the Repurchase Price within five (5) business days after the earlier of (x) the date of its receipt of the notice, and (y) the date of its determination that such breach is incapable of being cured.

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Seller expressly understands and agrees that no Repurchase Obligation with respect to any Mortgage Loan shall be affected in any way by: (i) the initiation or prosecution of a foreclosure proceeding, or the occurrence of a foreclosure sale, with respect to the Mortgage Loan (or the acceptance of a deed-in-lieu of foreclosure by Purchaser); (ii) the transfer of title to the Mortgaged Property to the Purchaser or any third party; (iii) the modification of the Mortgage Loan by Purchaser, any subsequent investor or the servicer, (iv) the waiver of all or a portion of the unpaid principal balance of the Mortgage Loan by Purchaser, any subsequent investor or the servicer; or (v) any other action or omission by Purchaser, any subsequent investor or the servicer, including, without limitation, normal and customary servicing of the Mortgage Loan, including any loss mitigation efforts that affect or impair any rights or remedies against the Mortgagor under the terms of the Mortgage Loan or applicable law, it being expressly understood that any such action or omission set forth in (i) through (v) above may have been required, reasonably necessary or desirable to mitigate any losses resulting from the breach giving rise to the Repurchase Obligation.

At the time of repurchase, the Purchaser and the Seller shall arrange for the reassignment of the repurchased Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Purchaser or its custodian relating to such Mortgage Loan.

Section 3.5 Additional Remedies for Early Payoff.

The parties hereto hereby agree that the Early Payoff Policy set forth in the Guide and the definition of Early Payoff in the Glossary to the Guide shall not apply.  

With respect to any Mortgage Loan that prepays in full at any time within the time period set forth on the applicable trade confirmation, the Seller shall reimburse the Purchaser, within thirty (30) days following written notice from the Purchaser of the prepayment in full of such Mortgage Loan, the amount (if any) by which the portion of the related Purchase Price Percentage paid by the Purchaser to the Seller for such Mortgage Loan exceeded 100%, multiplied by the Stated Principal Balance of such Mortgage Loan as of the related Funding Date.  

Section 3.6 Indemnification of the Purchaser; Offset. In addition to the Repurchase Obligations set forth in Section 3.4, the Seller shall defend and indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from any claim, demand, defense or liability based upon or arising out of (a) any act or omission on the part of the Seller in receiving, processing, funding or servicing any Mortgage Loan, (b) any breach by Seller of any of the terms of this Agreement, or (c) any circumstance giving rise to a Repurchase Obligation as set forth in Section 3.4. Without limiting in any way the Repurchase Obligations of the Seller set forth in Section 3.4 and the indemnification obligations of the Seller set forth in this Section 3.6, the Purchaser or its affiliates shall have the right to offset, from any amount owed or otherwise payable to the Seller or its affiliates hereunder or under any other agreement with the Seller or its affiliates, any amount that the Seller or its affiliates owes or is otherwise required to pay to the Purchaser under this Agreement or under any other agreement with the Purchaser or its affiliates. In addition to the obligations of the Seller set forth in this Article III, the Purchaser may pursue any and all remedies otherwise available at law or in equity, including, but not limited to, the right to seek damages.

Section 3.7 Cause of Action. Any cause of action against the Seller relating to or arising out of a breach of this Article III shall accrue upon Seller’s failure to satisfy its Repurchase Obligation, indemnity obligations or other obligations in the manner, and in accordance with the timeframes, required hereunder.

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Section 3.8 Conflicts between Transaction Documents. Except as expressly set forth herein, in the event of any conflict, inconsistency or ambiguity between the terms and conditions of Article II and Article III of this Agreement and the Guide, the terms of the Guide shall control. In the event of any conflict, inconsistency or ambiguity between the terms of Article II and Article III of this Agreement, the Guide and a Purchase Commitment, the terms of the Purchase Commitment shall control. In the event of any conflict, inconsistency or ambiguity between the terms and conditions of this Agreement, the Guide, the Purchase Commitment and the Funding Schedule, the terms of the Funding Schedule shall control.    

Section 3.9 No Solicitation. From and after the date hereof, the Seller shall use its best efforts to prevent the sale of the name of any Mortgagor to any person or entity. From and after the date a Purchase Commitment is executed by both parties, the Seller agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on its behalf, to personally, by telephone or mail, solicit the borrower or obligor under any Mortgage Loan or Correspondent Loan for the purpose of refinancing such Mortgage Loan or Correspondent Loan, without the prior written consent of the Purchaser. Notwithstanding the foregoing, it is understood and agreed that promotions undertaken by the Seller or any affiliate which are directed to the general public at large, including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements shall not constitute solicitation under this Section 3.9.

ARTICLE IV

CORRESPONDENT LOANS

Section 4.1 Definitions.  For purposes of this Article IV, the following capitalized terms, unless the context otherwise requires, shall have the respective meanings set forth below:

“Correspondent” means a lender that originates conventional, government and/or jumbo residential mortgage loans under the Correspondent Lending Program.  

“Correspondent Loan” means any one-to-four family residential mortgage loan that is secured by a mortgage, deed of trust or other similar security instrument and originated by a Correspondent and with respect to which Purchaser pays Seller a Fulfilment Fee pursuant to the terms of that certain Fourth Amended and Restated Mortgage Banking Services Agreement, as may be amended from time to time. For the avoidance of doubt, Mortgage Loans purchased by Purchaser from Seller pursuant to Article II and Article III of this Agreement are not Correspondent Loans.

“Correspondent Lending Program” means that certain delegated correspondent lending program established by Seller pursuant to which Seller acquires mortgage loans that satisfy the terms of the related loan purchase agreement, including the requirements set forth in the applicable agency guides and any additional terms or conditions identified in acquisition policies and procedures adopted by Seller from time to time.

“Correspondent Loan Purchase Price” means a dollar amount equal to the sum of (i) Par multiplied by the Loan Commitment Price, plus (ii) accrued interest on Par from and including the date on which the Seller purchases the Mortgage Loan from a Correspondent to but excluding the Purchase Date, less (iii) any loan administrative fee paid by the Correspondent to the Seller in connection with its purchase of such Mortgage Loan.

“Loan Commitment” means a loan commitment or confirmation issued by the Seller to a Correspondent that evidences the intent of the Seller to purchase, and the Correspondent to sell, a Correspondent Loan.

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“Loan Commitment Price” means the percentage of Par at which the Seller has agreed to purchase, and a Correspondent has agreed to sell, the Correspondent Loan relating to a Loan Commitment.

“Par” means the principal balance of a Correspondent Loan.

“Purchase Date” means the date on which the Purchaser purchases a Correspondent Loan from the Seller.

Section 4.2 Agreement of Sale. On each Purchase Date, the Seller does hereby agree to sell, convey, transfer and assign to the Purchaser, without recourse against the Seller except as set forth in Section 4.7 below, all right, title and interest in and to the Correspondent Loans acquired by the Seller from the Correspondents pursuant to the related Loan Commitments, all in accordance with the terms and conditions set forth herein.  

Section 4.3 Payment of the Correspondent Loan Purchase Price. On each Purchase Date, the Purchaser shall pay to the Seller the Correspondent Loan Purchase Price, by wire transfer in immediately available funds to the account designated by the Seller. Upon completion of the wire transfer to the Seller’s designated account, the Purchaser shall own the Mortgage Loans and the Servicing Rights, free and clear of any lien or encumbrance whatsoever. The Seller shall deliver the Mortgage Loan Documents with respect to each Correspondent Loan to the Purchaser or its designee on or before the Delivery Due Date, except as otherwise permitted to be delivered later in accordance with the requirements of the Guide.

Section 4.4 Entitlement to Payment on the Mortgage Loans. The Purchaser shall be entitled to all collections and recoveries of principal and interest paid by a Mortgagor, received by Seller or otherwise applied to any Mortgagor’s account after the related Purchase Date.

Section 4.5 Representations and Warranties Regarding Individual Correspondent Loans. With respect to each Correspondent Loan as of the related Funding Date, the Seller makes each of the “Representations and Warranties Regarding Individual Mortgage Loans” as are set forth in the Guide as it exists on the related date such representation and warranty was made, as if such Correspondent Loan was a Mortgage Loan.

Section 4.6 Survival of Representations and Warranties; Applicability. The representations, warranties and covenants referenced in this Article IV shall survive the sale of the Correspondent Loans to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or Purchaser’s examination or failure to examine any Mortgage File. Furthermore, the absence of the Seller in either the chain of title or endorsements shall in no way limit the Purchaser’s recourse against the Seller as provided in this Agreement for a breach of one or more of the Seller’s representations and warranties made herein.

For purposes of this Agreement and the Guide, the term “to the best of the Seller’s knowledge” means that the Seller reasonably believes such representation and warranty to be true, and has no knowledge or notice that such representation or warranty is inaccurate or incomplete, and, consistent with the standard of care exercised by prudent lending institutions, the Seller has conducted a reasonable inquiry to assure the accuracy and completeness of the applicable representation and warranty. With respect to representations and warranties referenced in this Article IV that are made to the best of the Seller’s knowledge, if it is discovered by either the Seller or the Purchaser that the substance of such representation and warranty is inaccurate and/or incomplete, the Purchaser shall be entitled to all the remedies to which it would be entitled for a breach of representation or warranty, including, without limitation, the repurchase requirements contained herein, notwithstanding the Seller’s lack of knowledge with respect to the inaccuracy and/or incompleteness of the representation or warranty at the time it was made.

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Section 4.7  Correspondent Loan Remedies.  In connection with any Correspondent Loan purchased from the Seller by the Purchaser and in respect of which the Seller has breached a representation and warranty set forth in Section 4.5 or as to which Purchaser reasonably believes there exists a claim for repurchase, indemnity, repayment, reimbursement or otherwise as against a Correspondent (including any claim for Early Payoff or Early Payment Default), the Purchaser shall be entitled to any and all remedies that the Seller obtains from a Correspondent in connection with such claim.  The Seller agrees to facilitate any such claim in good faith. Any action taken by the Seller under this Section 4.7 shall be at the Seller’s sole cost and expense, and any costs, expenses or losses of any kind incurred by the Purchaser shall be reimbursed in full by the Seller.  For the avoidance of doubt, Seller’s liability for any breach of Section 4.5 shall be limited to the remedies, if any, that Seller is able to recover from the related Correspondent.  The obligations of the Seller set forth in this Section 4.7 shall be the sole and exclusive remedies with respect to any Correspondent Loan and, except for costs and expenses as specifically set forth in this Section 4.7, in no event shall the Seller be obligated to expend its own funds to repurchase, indemnify, repay or reimburse with respect to any Correspondent Loan.    

ARTICLE V

MISCELLANEOUS

Section 5.1 Confidentiality. The Seller and the Purchaser hereby acknowledge and agree that this Agreement shall be kept confidential and its contents will not be divulged to any party without the other party’s consent except as may be necessary or required in working with legal counsel, auditors, taxing authorities or other governmental agencies or in connection with any required public filing.

Section 5.2 Termination; Suspension.

(a) This Agreement may be terminated by any party at any time for any reason by providing written notice to the other party, such termination to be effective as of the date specified by the terminating party.

(b) In addition to the termination rights set forth in the preceding Subsection 5.2(a), the Purchaser may, in its sole and absolute discretion and in lieu of terminating this Agreement, suspend the Seller as an approved seller at any time and for any reason. Such suspension shall be effective as of the date specified by the Purchaser and shall remain in effect until such time as the Purchaser determines to reactivate the Seller or either party terminates this Agreement. The Purchaser shall have the right to determine what rights and privileges the Seller will have during the suspension and in no event shall the Purchaser be obligated to enter into a Purchase Commitment with the Seller during the suspension period.

(c) With respect to any Mortgage Loan or Correspondent Loan which is subject to a Purchase Commitment as of the date of the termination or suspension notice, except as provided in the Purchase Commitment or below, such termination or suspension shall not change or modify the obligations of the Purchaser and the Seller under the Purchase Commitment, and the Purchaser and the Seller shall remain obligated to comply with the transaction subject to the terms and conditions of this Agreement and the related Purchase Commitment. Further, the termination of this Agreement shall not in any way affect the parties’ rights, obligations, representations, warranties or indemnifications with respect to Mortgage Loans or Correspondent Loans sold by the Seller to

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the Purchaser under this Agreement prior to the effective date of the termination or suspension, as applicable, it being understood that all such rights, obligations, representations, warranties and indemnifications shall survive any such termination.

(d) Notwithstanding anything to the contrary in this Section 5.2, the Purchaser may immediately terminate its obligations under a Purchase Commitment and return to the Seller any Mortgage Loans or Correspondent Loans subject to a Purchase Commitment if the Purchaser determines that (i) there has been a material adverse change with respect to the Seller or in general market conditions, (ii) the Seller will be unable to comply with any obligations, covenants, representations or warranties under this Agreement with respect to the Purchase Commitment or (iii) any deception, fraud, concealment or material misrepresentation has occurred by the Seller, its officers, directors, employees, agents, subsidiaries, affiliates, or by any independent contractors acting on behalf of the Seller, in connection any Mortgage Loan or Correspondent Loan committed or previously sold to the Purchaser.

Section 5.4 Intention of the Parties. Pursuant to this Agreement, Purchaser is purchasing, and the Seller is selling the Mortgage Loans and the Correspondent Loans and not a debt instrument or any other security of the Seller. Accordingly, the Seller and Purchaser shall each treat the transaction for federal income tax purposes as a sale by the Seller, and a purchase by Purchaser, of the Mortgage Loans and Correspondent Loans, including the Servicing Rights. The Purchaser shall have the right to review the Correspondent Loans, the Mortgage Loans and the related Mortgage Loan Files to determine the characteristics of the Correspondent Loans and Mortgage Loans which shall affect the federal income tax consequences of owning the Correspondent Loans and Mortgage Loans, including the Servicing Rights, and the Seller shall cooperate with all reasonable requests made by the Purchaser in the course of such review.

Section 5.5 Execution of Agreement. This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. This Agreement shall be deemed binding when executed by both the Purchaser and the Seller. Signature pages may be electronically executed and delivered, including by any electronic method complying with the federal ESIGN Act (e.g., DocuSign) or by wet ink signature captured on a pdf email attachment, and any signature pages so executed and delivered shall be valid and binding for all purposes.

Section 5.6 Entire Agreement. This Agreement and any related Purchase Commitment constitute the entire understanding between the parties hereto with respect to the sale and purchase of each Mortgage Loan and Correspondent Loan hereunder and thereunder and supersede all prior or contemporaneous oral or written communications regarding same. For the avoidance of doubt, any Mortgage Loan sold by Seller to Purchaser under the Original MLPA prior to the date hereof shall be subject to the terms of this Agreement.  The Seller and the Purchaser understand and agree that no employee, agent or other representative of the Seller or the Purchaser has any authority to bind such party with regard to any statement, representation, warranty or other expression unless said statement, representation, warranty or other expression is specifically included within the express terms of this Agreement. This Agreement shall not be modified, amended or in any way altered except by an instrument in writing signed by both parties.

Section 5.7 Further Agreements. The Seller shall execute and deliver to the Purchaser and the Purchaser shall execute and deliver to the Seller such reasonable and appropriate additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.

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Section 5.8 Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller without the consent of the Purchaser. This Agreement may be assigned, pledged or hypothecated or otherwise transferred or encumbered by the Purchaser, in whole or part, without the consent of the Seller. If the Purchaser assigns some or all of its rights as the Purchaser hereunder relating to some or all of the Mortgage Loans or Correspondent Loans, the assignee of the Purchaser, upon notification to the Seller, will become the “Purchaser” hereunder with respect to such rights and Mortgage Loans or Correspondent Loans assigned hereby.

Section 5.9 Survival. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of the Agreement and the Seller hereby waives the benefit of the applicable statutes of limitations with respect to any of the covenants, agreements, representations and warranties set forth herein. It shall not be a defense in any action by the Purchaser against the Seller arising out of a breach of the Seller’s covenants, agreements, representations and warranties made herein that the Purchaser knew or should have known of the existence of the related breach of such covenants, agreements, representations and warranties.

Section 5.10 Severability Clause. Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any relevant jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan or Correspondent Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof.

Section 5.11 Costs. All costs and expenses incurred in connection with the transfer and delivery of the Mortgage Loans and Correspondent Loans, including recording fees, fees for title policy endorsements and continuations and the Seller’s attorney’s fees, shall be paid by the Seller. All other costs shall be borne by the party incurring such costs.

Section 5.12 Attorneys’ Fees. If any claim, legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement or because of a dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that claim, action or proceeding, in addition to any other relief to which such party may be entitled.

Section 5.13 Notices. All demands, notices and communications required to be provided hereunder shall be in writing and shall be deemed to have been duly given if mailed, by registered or certified mail, postage prepaid, and return receipt requested, or, if by other means, when received by the other party at the address set forth on the signature page hereto or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice or communication hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return receipt, or in the case of email, by the earlier of the date noted on a confirmation of delivery or the date noted on a return receipt).

Section 5.14 Reproduction of Documents.

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This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications which may hereafter be executed, (b) documents received by any party at the closing, and (c) financial statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photo static, microfilm, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

Section 5.15 Waiver. No waiver of any term or condition of this Agreement shall be effective unless made in writing and signed by the party against whom enforcement of such waiver is sought, and no written waiver shall be deemed or construed to be a waiver of any future or subsequent breach of the term or condition so waived. No failure or delay by either party in exercising any right, power or remedy with respect to any of its rights hereunder shall operate as a waiver thereof.

Section 5.16 General Interpretive Principles. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;

(b) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles;

(c) references herein to “Articles,” “Sections,” and “Subsections” without reference to a document are to designated Articles, Sections and Subsections of this Agreement;

(d) reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears;

(e) the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision; and

(f) the term “include” or “including” shall mean without limitation by reason of enumeration.

Section 5.17 Governing Law. EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW, THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS OF NEW YORK (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) OR ANY OTHER JURISDICTION.

(SIGNATURE PAGE FOLLOWS)

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IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the date first above written.

PennyMac Corp.,

as the Purchaser

By: /s/ Daniel S. Perotti​ ​​ ​​ ​

Name: Daniel S. Perotti

Title: Senior Managing Director and
Chief Financial Officer

PennyMac Loan Services, LLC,

as the Seller

By:/s/ Douglas E. Jones​ ​​ ​​ ​

Name: Douglas E. Jones

Title: President and Chief Mortgage Banking Officer Federal and state securities laws prohibit trading in securities while in possession of material, nonpublic information regarding the issuer of such securities.

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EX-19.1 6 pfsi-20251231xex19d1.htm EX-19.1

EXHIBIT 19.1

PennyMac Financial Services, Inc. - Policy Against Insider Trading

Background:

Passing on that information to others who then trade in those securities is also prohibited. Insider trading violations are pursued vigorously by the Securities and Exchange Commission (the “SEC”) and other enforcement authorities against individuals who trade, or who tip inside information to others who trade, as well against any company who fails to take reasonable steps to prevent insider trading. Punishment for insider trading violations is severe, and could include significant fines and imprisonment. In addition, such violations impair investor confidence in the issuer and damage its reputation and business relationships.

Purpose:

In the normal course of business of PennyMac Financial Services, Inc. (the “Company”), employees, officers, and directors of the Company and its subsidiaries (each an “Associated Person”), may come into possession of significant, sensitive information.  The purpose of this Policy Against Insider Trading (the “Policy”) is to alert you to your legal responsibilities in this area and to make clear that the misuse of sensitive information is contrary to Company policy.

Scope:

This Policy applies to all Covered Persons (as defined below), regardless of rank or title. This Policy applies to all transactions in the securities of the Company, including common stock, restricted stock units, stock options, any other debt or equity securities the Company may issue from time to time, and any derivative securities relating to the securities of the Company, whether or not issued by the Company. This Policy also applies to all transactions in the securities of PennyMac Mortgage Investment Trust (“PMT”), a mortgage “real estate investment trust” externally managed by our principal investment management subsidiary, PNMAC Capital Management, LLC (“PCM”).

Objectives:

The Board of Directors of the Company has adopted this Policy to promote compliance with federal and state securities laws, to help Company personnel avoid the severe consequences associated with violations of the insider trading laws and to preserve the reputation of the Company in the investment and business communities.  This Policy is also intended to prevent even the appearance of improper conduct on the part of anyone employed by or associated with the Company (not just so-called insiders).  In addition to any civil or criminal penalties that may be imposed on officers and employees as a result of insider trading, violations of this Policy will result in disciplinary action up to and including termination of employment or other association with the Company in accordance with certain disciplinary guidelines as may be approved by the Company from time to time.

Policy Statement:

It is the policy of the Company that no Associated Person, immediate family member of the Associated Person, or other family members who share the same household as the Associated Person (each such individual referred to herein as a “Covered Person”), who has material, nonpublic information relating to the Company or PMT may buy or sell securities of the Company or PMT, as applicable, or engage in any other action to take advantage of, or pass on to others (whether orally or in writing, including electronically), that information. In addition, any individuals who in the course of working for the Company learns of material, nonpublic information about a company with which the Company does business, such as the Company’s vendors, customers and suppliers, or that is involved in a potential transaction with the Company, may not engage in transactions in those companies’ securities until the information becomes public or is no longer material.


EXHIBIT 19.1

PennyMac Financial Services, Inc. - Policy Against Insider Trading

A. What is “material” information?

“Material” information is information relating to a company, its business operations or securities, which, if publicly disseminated, would likely affect the market price of its securities or which would likely be considered important by a reasonable investor in determining whether to buy, sell or hold such securities.  Either positive or negative information may be material.

It is important to keep in mind that material information need not be definitive information; information that something is likely to happen, or simply that it may happen, can be considered material.  For example, if you learned that the Company was in merger negotiations, even though the deal had not yet been agreed to, you would probably be in possession of material information.  Keep in mind also that the SEC and courts in certain jurisdictions take the view that the mere fact that you are aware of the information is enough to bar you from trading; it is no excuse that your reasons for trading were not based on that information.

While it is impossible to list all types of information that might be deemed material, information dealing with the following topics is often considered material:

●Projections of future earnings or losses or unannounced earnings or losses;
Changes in current distribution policies, the declaration of a share split or the offering of additional securities;
●Significant new projects or contracts;
Significant cybersecurity risks and incidents. Insider trading restrictions may also be imposed for the period of time during the company is investigating the underlying facts, ramifications and materiality of any such cybersecurity risk or incident;
●Business strategies;
●A pending or proposed merger, acquisition or similar transaction;
●Sales of substantial assets;
●The expansion or curtailment of operations, including gain or loss of business;
Significant write-downs of assets or additions to reserves for bad debts or contingent liabilities;
●Liquidity problems or the decision to borrow money;
●Any significant shifts in financial circumstances;
●The possibility of a recapitalization or other reorganization;
●Changes in key members of corporate management; and
●Significant litigation or investigations by government bodies.

The above list is only illustrative; many other types of information may be considered “material,” depending on the circumstances. The materiality of any such information is subject to reassessment on a regular basis. Whenever you are in doubt as to the materiality of information known to you, please consult the Chief Legal Officer of the Company (the “CLO”), or the CLO’s designee.


EXHIBIT 19.1

PennyMac Financial Services, Inc. - Policy Against Insider Trading

B. When is information considered nonpublic?

Information is nonpublic if it has not been disclosed generally to the investing public.  Information is “public” only after it is released by the Company through normal media outlets or filed with the SEC or an exchange or market upon which the securities of the Company are listed and there is adequate time (generally 24 hours) for it to be circulated and absorbed by investors and the marketplace.  You must not buy or sell securities of the Company (or any other company about which you obtain material information during the course of your employment or association with the Company) until at least 24 hours after public disclosure of the material information has been made.  If you are not certain whether you have material, nonpublic information, do not make any trades until after you have consulted with the CLO, or the CLO’s designee.

C. Additional Prohibited Transactions for All Covered Persons.

The Company considers it improper and inappropriate for any Covered Person to engage in speculative transactions in securities of the Company or PMT.  It therefore is the policy of the Company that Covered Persons may not engage in any of the following additional transactions:

(i) Short-term trading. All Covered Persons are prohibited from engaging in both a purchase and sale of any Company securities within any six-month period. However, a sale of Company securities that is executed by a Covered Person other than a Section 16 Reporting Person (as defined below) pursuant to a “sale to cover” or other tax withholding method implemented by the Company or a Rule 10b5-1 trading plan approved by the Company in order to pay all or a portion of the taxes then due upon the full or partial vesting of an Award (as such term is defined in the PennyMac Financial Services, Inc. 2013 and 2022 Equity Incentive Plans (collectively the “Plans”)) shall not be deemed to be a sale for purposes of this short-term trading prohibition.
(ii)Short sales.  Short sales of securities of the Company or PMT evidence an expectation on the part of the seller that the securities will decline in value and therefore signal to the market that the seller has no confidence in the Company or PMT or the short-term prospects of either company.  In addition, short sales may reduce the seller’s incentive to improve the Company’s or PMT’s performance.  For these reasons, short sales of securities of the Company or PMT are prohibited.
(iii)Publicly-traded options.  A transaction in Company or PMT options is, in effect, a bet on the short-term movement of Company or PMT securities. Buying or selling put or call options, like short sales, create a conflict of interest and are strictly prohibited other than options that may be granted pursuant to an equity incentive plan.
(iv) Trading on margin. Securities held in a margin account or pledged as collateral for a loan may be sold without your consent by the broker if you fail to meet a margin call or by the lender in foreclosure if you default on the loan. Because a margin sale or foreclosure sale may occur at a time when a person is aware of material, nonpublic information or otherwise is not permitted to trade in Company or PMT securities, Covered Persons may

EXHIBIT 19.1

PennyMac Financial Services, Inc. - Policy Against Insider Trading

not hold securities of the Company or PMT in a margin account or pledge securities of the Company or PMT as collateral for a loan.
(v) Hedging transactions.  Hedging or monetization transactions allow an investor to receive a cash amount similar to proceeds of disposition, and to transfer part or all of the economic risk and/or return associated with securities of an issuer, without formally transferring the legal and beneficial ownership of such securities. These transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forward contracts (i.e., contracts that allow an investor to receive an up-front payment in exchange for delivery of a variable amount of shares or cash in the future), equity swaps, or zero cost dollar contracts (i.e., contracts that allow an investor to lock in much of the value of his or her security holdings, often in exchange for all or part of the potential for upside appreciation in the securities). Such hedging transactions may permit a Covered Person to continue to own the securities, but without the full risks and rewards of ownership. Accordingly, Covered Persons are prohibited from entering into any hedging or monetization transactions involving Company or PMT securities.
D. Additional Requirements for Section 16 Reporting Persons. The following requirements apply to directors and executive officers of the Company who are subject to the reporting and “short-swing profit” liability provisions of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the underlying rules and regulations promulgated by the SEC (each, a “Section 16 Reporting Person”).
(i) Short-Swing Profit Liability. Section 16 Reporting Persons are subject to the “short-swing profit” liability provisions of Section 16 of the Exchange Act and will be required to return to the Company any and all profits realized from a “matching” purchase and sale or “matching” sale and purchase of the Company’s securities within any six-month period.
(ii) SEC Reporting Obligations. Section 16 Reporting Persons are required to file certain forms with the SEC pursuant to Section 16(a) of the Exchange Act (Forms 3, 4 and 5) and pursuant to Rule 144 of the Securities Act of 1933, as amended.  Each Section 16 Reporting Person who trades in the Company’s securities is required to file a Form 4 with the SEC to report each such trade within two business days following the trade date. The Office of the CLO will facilitate all such filings upon receipt of the necessary information from the Section 16 Reporting Person. The Section 16 Reporting Person should make reasonable efforts to provide such information timely in order to prevent late filing.

Trading Procedures:

The following restrictions apply when trading in securities of the Company or PMT:

(i)No Covered Person may purchase or sell securities of the Company or PMT while in possession of material, nonpublic information.

EXHIBIT 19.1

PennyMac Financial Services, Inc. - Policy Against Insider Trading

(ii)No member of the Insider Group (as defined below) may purchase or sell securities of the Company or PMT during a Blackout Period (as defined below).  
(iii)No member of the Insider Group (as defined below) may purchase or sell securities of the Company or PMT at any time without obtaining pre-clearance approval of the CLO, or the CLO’s designee.  

The restrictions on trading set forth immediately above in clauses (i), (ii) and (iii) do not apply to sales of securities of the Company or PMT made (a) pursuant to an effective Rule 10b5-1 trading plan (pre-set qualified arrangements with a broker which removes the investment decision from the Covered Person) or (b) pursuant to a “sale to cover” or other tax withholding method implemented by the Company or PMT, as applicable, in order to pay all or a portion of the taxes then due upon the full or partial vesting of an Award (as defined in the Plan) under the Plans or any other Company or PMT equity incentive plan.  Rule 10b5-1 trading plans may only be entered into, and such elections may only be made, at a time when you are not in possession of material, nonpublic information about the Company and are otherwise able to trade in securities of the Company.  

A. When do “Blackout Periods” generally occur?

Blackout Periods begin on the last day of each fiscal quarter and will generally end at the close of business on the first business day following the quarterly earnings release.  As a general rule, members of the Insider Group (as defined below) are not permitted to trade in securities of the Company during a Blackout Period.  Unless the CLO, or the CLO’s designee, extends a Blackout Period, any member of the Insider Group may purchase or sell securities of the Company on the second business day following a quarterly earnings release, provided such individual is not in possession of material, nonpublic information.  The duration of a Blackout Period may change from time to time depending on the current facts and circumstances as determined by the CLO, or the CLO’s designee, and a special Blackout Period may also be imposed at any other time during a year.  

B. Who must obtain approval of the CLO, or the CLO’s designee, prior to effecting any transactions in securities of the Company or PMT?

All members of the Insider Group are required to obtain pre-clearance approval prior to effecting any transactions in securities of the Company or PMT, including the gifting of securities of the Company or PMT to a family member, charitable organization or any other person (including a transfer to a family trust).  The Insider Group is comprised of those individuals who regularly become aware of material, nonpublic information from time to time, and is defined to include the following:

All members of the Board of Directors of the Company;
●All executive officers of the Company; and
Certain other Covered Persons who regularly become aware of material, nonpublic information from time to time.

A current list of the members of the Insider Group (subject to change from time to time in accordance with the foregoing and as approved by the Chief Financial Officer and/or the CLO), is on file with the CLO.


EXHIBIT 19.1

PennyMac Financial Services, Inc. - Policy Against Insider Trading

Updates to the Insider Group shall be regularly communicated to the HR Compensation team and the outside brokerage firm engaged by the Company to support the equity administration of the Plan.  

C. What are the procedures for obtaining pre-clearance of transactions?

All transaction pre-clearances must be requested and obtained, in each case in writing, from the CLO, or the CLO’s designee, by submitting a written request through the Company’s online portal, or such other means established by the Company from time to time.  In the case of non-employee directors, transaction pre-clearance must be requested and obtained, in each case in writing, by submitting an email to the CLO, or the CLO’s designee.  

All transaction pre-clearance requests must be submitted in advance of the proposed transaction. The CLO and the CLO’s designees are under no obligation to approve a transaction submitted for pre-clearance, and may determine not to permit the transaction. If a person seeks transaction pre-clearance and permission to engage in such transaction is denied, then he or she must refrain from initiating any transaction in securities of the Company or PMT, as applicable, and should not inform any other person of the restriction.  

When a request for pre-clearance is made, the requestor should carefully consider whether he or she may be in possession of any material, nonpublic information about the Company or PMT, as applicable, and, in connection with such request, affirmatively disclose to the CLO, or the CLO’s designee, that he or she is not in possession of any such material, nonpublic information.

All transaction pre-clearance approvals will remain effective only through the close of the market on the first business day following such approval by the CLO, or the CLO’s designee.


EX-21.1 7 pfsi-20251231xex21d1.htm EX-21.1

Exhibit 21.1

LIST OF PENNYMAC FINANCIAL SERVICES, INC. SIGNIFICANT SUBSIDIARIES

(as defined in Rule 1-02(w) of Regulations S-X)

as of December 31, 2025

Entity

  ​ ​ ​

Entity Type

  ​ ​ ​

State or Other
Jurisdiction
of Incorporation
or Organization

Private National Mortgage Acceptance Company, LLC

Limited Liability Company

Delaware

Pennymac Capital Management, LLC

Limited Liability Company

Delaware

PennyMac Loan Services, LLC

Limited Liability Company

Delaware

PNMAC Holdings, Inc.

Corporation

Delaware

Townsgate Insurance Services, LLC

Limited Liability Company

Delaware


EX-23.1 8 pfsi-20251231xex23d1.htm EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-188929, 333-213602, 333-218388, 333-225582, 333-232081, 333-238967, 333-256900, 333-265323, 333-272661, 333-279948, and 333-288147 on Form S-8 and Registration Statement No. 333-191522 on Form S-3 of our reports dated February 19, 2026 relating to the consolidated financial statements of PennyMac Financial Services, Inc., and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of the Company for the year ended December 31, 2025.

/s/ Deloitte & Touche LLP

Los Angeles, California

February 20, 2026


EX-31.1 9 pfsi-20251231xex31d1.htm EX-31.1

Exhibit 31.1

CERTIFICATION

I, David A. Spector, certify that:

1. I have reviewed this Annual Report on Form 10-K of PennyMac Financial Services, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 20, 2026

/s/ David A. Spector

David A. Spector

Chairman and Chief Executive Officer

A signed original of this written statement required by Section 302 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


EX-31.2 10 pfsi-20251231xex31d2.htm EX-31.2

Exhibit 31.2

CERTIFICATION

I, Daniel S. Perotti, certify that:

1. I have reviewed this Annual Report on Form 10-K of PennyMac Financial Services, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 20, 2026

/s/ Daniel S. Perotti

Daniel S. Perotti

Senior Managing Director and

Chief Financial Officer

A signed original of this written statement required by Section 302 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


EX-32.1 11 pfsi-20251231xex32d1.htm EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of PennyMac Financial Services, Inc. (the “Company”) for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David A. Spector, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 20, 2026

/s/ David A. Spector

David A. Spector

Chairman and Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to PennyMac Financial Services, Inc. and will be retained by PennyMac Financial Services, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


EX-32.2 12 pfsi-20251231xex32d2.htm EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of PennyMac Financial Services, Inc. (the “Company”) for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel S. Perotti, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 20, 2026

/s/ Daniel S. Perotti

Daniel S. Perotti

Senior Managing Director and

Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to PennyMac Financial Services, Inc. and will be retained by PennyMac Financial Services, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.