8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest eventreported): February 22, 2021

PennyMacFinancial Services, Inc.

(formerly known as New PennyMac FinancialServices, Inc.)

(Exact name of registrant as specified in its charter)

(818) 224-7442

(Registrant’s telephone number, including area code)

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ¨

Item 5.02    Departure of Directors orCertain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)  Election of Directors.

On February 22, 2021, the Board of Directors (the “Board”) of PennyMac Financial Services, Inc. (the “Company”) appointed David A. Spector as its Chairman of the Board and Chief Executive Officer, appointed Jeffrey A. Perlowitz as its new independent lead director and elected Jonathon S. Jacobson as a new director.

Mr. Jacobson will serve until the Company’s next annual meeting of stockholders and until his successor is duly elected and qualified or until his death, resignation or removal, if earlier. Mr. Jacobson will also serve on the Nominating and Corporate Governance Committee and the Finance Committee of the Company’s Board. In consideration for his services as a director of the Company, Mr. Jacobson will be entitled to receive compensation on the same terms and in the same amounts as the other independent directors. Accordingly, Mr. Jacobson will receive an annual base retainer of $80,000, as well as additional annual committee retainers of $5,750 for serving on the Nominating and Corporate Governance Committee and $7,750 for serving on the Finance Committee.  Mr. Jacobson will also be entitled to receive an equity grant in restricted stock units under the Company’s equity incentive plan (with such amount to be prorated based on days of service on the Board during the annual equity award cycle) that vests in full on the first anniversary of the date of grant.

Mr. Jacobson was elected pursuant to a stockholder agreement between the Company and HC Partners LLC (HCP), whereby HCP has the right to nominate up to two individuals for election to our Board. In connection with his election, Mr. Jacobson will enter into an indemnification agreement with the Company in the same form that the Company has entered into with its other directors. There are no other arrangements or understandings pursuant to which Mr. Jacobson was elected as a director, and there are no related party transactions between the Company and Mr. Jacobson.

Item 8.01    Other Events.

On February 24, 2021, the Company issued a press release discussing the appointments and election that is attached hereto as Exhibit 99.1. Exhibit 99.1 and Item 5.02 are incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

PennyMacFinancial Services, Inc. Announces Appointment of Chairman, Addition to Its Board of Directors, and Transition of Lead IndependentDirector

Westlake Village, CA, February 24, 2021 – PennyMac Financial Services, Inc. (NYSE: PFSI) today announced the appointment of David A. Spector as Chairman of the Board. Mr. Spector will continue to serve as Chief Executive Officer. The company also announced that Jonathon S. Jacobson, Founder of HighSage Ventures, has joined the Board of Directors.

“I am honored that the Board has entrusted me with this additional responsibility, and I am excited to continue leading this great company forward,” said PFSI Chairman and CEO David A. Spector. “I am also pleased to announce that Jon Jacobson has agreed to join our Board. As an original sponsor of PennyMac when it was founded in 2008, Jon has been involved over the years and has been a trusted advisor to me and the company. Jon’s perspectives from his longstanding investment in the company and his invaluable experience are great assets for the Board as PennyMac continues to execute on our growth strategy.”

PFSI also announced today that the independent directors of the Board have appointed Jeffrey Perlowitz as the Independent Lead Director, succeeding James K. Hunt, who had served in that role since the PFSI’s IPO in 2013.

“Jeff’s experiences and abilities, including his expertise in residential mortgage finance, make him particularly qualified to assume the role of Independent Lead Director,” said Mr. Spector. “I also want to thank Jim for his leadership over nearly eight years, including the unique challenges of the past year, and look forward to his continued service as a Director.”

About PennyMac Financial Services, Inc.

PennyMac Financial Services, Inc. is a specialty financial services firm with a comprehensive mortgage platform and integrated business focused on the production and servicing of U.S. mortgage loans and the management of investments related to the U.S. mortgage market.

Founded in 2008, the company is recognized as a leader in the U.S. residential mortgage industry and employs over 6,000 people across the country. For the twelve months ended September 30, 2020, PennyMac Financial’s production of newly originated loans totaled $170 billion in unpaid principal balance, making it the third largest mortgage lender in the nation. As of September 30, 2020, PennyMac Financial serviced loans totaling $402 billion in unpaid principal balance, making it the seventh largest mortgage servicer in the nation.

Additional information about PennyMac Financial Services, Inc. is available at ir.pennymacfinancial.com.