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    SEC Form S-8 filed by PennyMac Financial Services Inc.

    6/18/25 4:31:12 PM ET
    $PFSI
    Finance: Consumer Services
    Finance
    Get the next $PFSI alert in real time by email
    S-8 1 tm2518325d1_s8.htm FORM S-8

     

    As filed with the Securities and Exchange Commission on June 18, 2025

     

    Registration No. 333-

     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM S-8

     

    REGISTRATION STATEMENT
    UNDER
    THE SECURITIES ACT OF 1933

     

    PennyMac Financial Services, Inc.
    (Exact name of registrant as specified in its charter)

     

    Delaware
    (State or other jurisdiction of
    incorporation or organization)
      83-1098934
    (I.R.S. Employer
    Identification No.)
         
    3043 Townsgate Road
    Westlake Village, California
    (Address of principal executive offices)
      91361
    (Zip Code)

     

    PennyMac Financial Services, Inc. 2022 Equity Incentive Plan
    (Full title of the plan)

     

    Derek W. Stark

    Senior Managing Director, Chief Legal Officer and Secretary
    PennyMac Financial Services, Inc.
    3043 Townsgate Road
    Westlake Village, California 91361

    (Name and address of agent for service)

     

    (818) 224-7442
    (Telephone number, including area code, of agent for service)

     

    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 x 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 7(a)(2)(B) of the Securities Act. ¨

     

     

     

     

     

     

    EXPLANATORY NOTE

     

    This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by PennyMac Financial Services, Inc. (the “Registrant”) for the purpose of registering an additional 974,602 shares of Common Stock, par value $0.0001 per share, of the Registrant (the “Common Stock”) that have become available for issuance pursuant to the PennyMac Financial Services, Inc. 2022 Equity Incentive Plan (the “2022 Plan”). These shares are securities of the same class as other securities for which the registration statement on Form S-8 was filed with the Securities and Exchange Commission (the “SEC”) on May 31, 2022 (File No. 333-265323) (the “Prior Registration Statement”).

     

    The 2022 Plan contains a provision that automatically increases on the first day of each calendar year, beginning on January 1, 2023, the number of shares of Common Stock authorized for issuance by an amount equal to the least of (i) 1.75% of outstanding Common Stock on a fully diluted basis as of the end of the immediately preceding calendar year, (ii) 1,322,024 shares, and (iii) any lower amount determined by the Registrant’s board of directors (the “Annual Increase”). As of January 1, 2025 pursuant to the Annual Increase, the number of shares of the Registrant’s Common Stock available for grant and issuance under the 2022 Plan increased by 974,602 shares.

     

    In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.

     

    PART I

     

    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     

    The documents containing the information specified in this Part I will be sent or given to participants in the 2022 Plan in accordance with Rule 428(b)(1) promulgated under the Securities Act. In accordance with Rule 428 promulgated under the Securities Act and the requirements of Part I of Form S-8, such documents need not be filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These document(s) and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

     

    PART II

     

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     

    Item 3. Incorporation of Documents by Reference

     

    The following documents, filed by the Registrant with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference into this Registration Statement:

     

    (a) Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 19, 2025;

     

     

     

     

    (b) All other reports filed with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act (other than the reports, or portions thereof, deemed to have been furnished and not filed with the SEC) since the end of the fiscal year covered by the Annual Report referred to in (a) above; and

     

    (c) Description of Securities contained in its Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 25, 2021, including any amendments or reports filed for the purpose of updating such description.

     

    All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein; provided, however, that documents or information deemed to have been furnished and not filed in accordance with SEC rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

     

     

     

     

    Item 8. Exhibits

     

    The exhibits listed below represent a complete list of exhibits filed or incorporated by reference as part of this Registration Statement.

     

    Exhibit
    Number
      Exhibit Description
    4.1*   PennyMac Financial Services, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.31 of the Registrant’s Form 10-K filed on February 22, 2023).
    4.2*   PennyMac Financial Services, Inc. 2022 Equity Incentive Plan Form of Stock Option Award Agreement (2025) (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed on April 29, 2025).
    4.3*   PennyMac Financial Services, Inc. 2022 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement (2025) (incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10 Q filed on April 29, 2025).
    4.4*   PennyMac Financial Services, Inc. 2022 Equity Incentive Plan Form of Performance Based Restricted Stock Unit Award Agreement (2025) (incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10 Q filed on April 29, 2025).
    4.5*   PennyMac Financial Services, Inc. 2022 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) (2025) (incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10 Q filed on April 29, 2025).
    5.1**   Legal opinion of Goodwin Procter LLP
    23.1**   Consent of Deloitte & Touche LLP
    23.2**   Consent of Goodwin Procter LLP (contained in the opinion filed as Exhibit 5.1 to this Registration Statement)
    24.1**   Power of attorney (included on the signature page to this Registration Statement)
    107**   Filing Fee Table

     

    * Indicates management contract or compensatory plan or arrangement.
    ** Filed herewith.

     

     

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Westlake Village, State of California, on this 18th day of June, 2025.

     

    PENNYMAC FINANCIAL SERVICES, INC.  
       
    By: /s/ Derek W. Stark  
      Derek W. Stark  
      Senior Managing Director, Chief Legal Officer and Secretary  

     

     

     

     

    POWER OF ATTORNEY

     

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David A. Spector and Derek W. Stark, and each of them, as his true and lawful attorney-in-fact and agent with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

     

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

     

     

     

     

    Signature   Title   Date
             
    /s/ David A. Spector   Chairman and Chief Executive Officer   June 18, 2025
    David A. Spector   (principal executive officer)    
             
    /s/ Daniel S. Perotti   Senior Managing Director and Chief Financial Officer   June 18, 2025
    Daniel S. Perotti   (principal financial officer)    
             
    /s/ Gregory L. Hendry   Chief Accounting Officer   June 18, 2025
    Gregory L. Hendry   (principal accounting officer)    
             
    /s/ Doug Jones   Director, President and Chief Mortgage Banking Officer   June 18, 2025
    Doug Jones        
             
    /s/ Jonathon S. Jacobson   Director   June 18, 2025
    Jonathon S. Jacobson        
             
    /s/ Patrick Kinsella   Director   June 18, 2025
    Patrick Kinsella        
             
    /s/ Joseph Mazzella   Director   June 18, 2025
    Joseph Mazzella        
             
    /s/ Anne D. McCallion   Director   June 18, 2025
    Anne D. McCallion        
             
    /s/ Farhad Nanji   Director   June 18, 2025
    Farhad Nanji        
             
    /s/ Jeffrey Perlowitz   Director   June 18, 2025
    Jeffrey Perlowitz        
             
    /s/ Lisa Shalett   Director   June 18, 2025
    Lisa Shalett        
             
    /s/ Theodore Tozer   Director   June 18, 2025
    Theodore Tozer        
             
    /s/ Sunil Chandra   Director   June 18, 2025
    Sunil Chandra        

     

     

     

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