8-K
PennyMac Financial Services, Inc. (PFSI)
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): November 18, 2021
PennyMac Financial Services, Inc.
(formerly known as New PennyMac FinancialServices, Inc.)
(Exact name of registrant as specified in its charter)
| Delaware | 001-38727 | 83-1098934 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 3043 Townsgate Road, Westlake Village, California | 91361 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(818) 224-7442
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br>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:
| 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 |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 or Certain Officers; Election ofDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 18, 2021, PennyMac Financial Services, Inc. (the “Company”) announced that Andrew S. Chang has decided to step down as the Company’s Senior Managing Director and Chief Operating Officer on December 31, 2021, in order to pursue other interests. Mr. Chang will assume a new position as Special Advisor to the Company’s Chairman and Chief Executive Officer. A copy of the press release reporting the organizational change is filed as Exhibit 99.1 and is incorporated by reference herein.
Item 8.01 Other Events.
The Company also settled a privately negotiated transaction with Kurland Family Investments, LLC (“KFI”) to repurchase 225,000 shares of the Company’s common stock at a purchase price of approximately $14 million. Following the privately negotiated transaction, the number of shares of PFSI common stock beneficially owned by KFI has been reduced to less than 35,000, which KFI has indicated that it intends to use for a charitable donation.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated November 18, 2021, pertaining to organizational changes. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PENNYMAC FINANCIAL SERVICES, INC. | |
|---|---|
| Date: November 18, 2021 | /s/ Daniel S. Perotti |
| Daniel S. Perotti | |
| Senior Managing Director and Chief Financial Officer |
Exhibit 99.1
PennyMac Announces Organizational Changes and
Update on Kurland Family Investments, LLC
Westlake Village, CA, November 18^th^, 2021 – PennyMac Financial Services, Inc. (NYSE: PFSI) and PennyMac Mortgage Investment Trust (NYSE: PMT) announced today that Andrew S. Chang has decided to step down from the positions of Senior Managing Director and Chief Operating Officer of both PFSI and PMT on December 31, 2021, in order to pursue other interests. Mr. Chang will assume a new position as Special Advisor to the Chairman and CEO, David Spector, at PFSI and PMT.
“Andy has been a dedicated leader and founding executive of PennyMac from its very beginning in 2008, and I am immensely grateful for the invaluable contributions he has made across the organization through his many and varied roles,” said Mr. Spector. “He has been an integral and influential part of our growth and success, and I look forward to tapping into Andy’s business acumen and strategic foresight in his new role.”
“From PennyMac’s inception, our founder Stan Kurland focused on proactively equipping the organization with the industry’s best talent and leadership capabilities as well as a succession planning discipline that provides sustainability in executing our growth-focused strategy. Stan’s legacy is the deep, experienced leadership teams that the companies have today, and while Andy’s daily presence will be missed, I am confident that we are positioned for continued success and growth in the years to come,” concluded Mr. Spector.
“I am incredibly proud to have been an integral part of the growth and success of these great companies over the last 14 years,” said Mr. Chang. “It has been a personal privilege to work alongside David and the talented leadership team and committed employees at PennyMac. This makes this difficult personal decision, which I have been weighing for some time, all the more bittersweet. I am confident that PennyMac will achieve even more growth and success in the years to come, and I look forward to remaining involved with the companies in my new role.”
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In a regulatory filing today, it was disclosed that Kurland Family Investments, LLC has completed the sale of substantially all of its remaining shares of PFSI.
About PennyMac Financial Services, Inc.
PennyMac Financial Services, Inc. is a specialty financial services firm 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 approximately 7,300 people across the country. For the twelve months ended September 30, 2021, PennyMac Financial’s production of newly originated loans totaled $257 billion in unpaid principal balance, making it the second largest mortgage lender in the nation. As of September 30, 2021, PennyMac Financial serviced loans totaling $495 billion in unpaid principal balance, making it a top ten mortgage servicer in the nation.
Additional information about PennyMac Financial Services, Inc. is available at ir.pennymacfinancial.com.
About PennyMac Mortgage Investment Trust
PennyMac Mortgage Investment Trust is a mortgage real estate investment trust (REIT) that invests primarily in residential mortgage loans and mortgage-related assets. PMT is externally managed by PNMAC Capital Management, LLC, a wholly-owned subsidiary of PennyMac Financial Services, Inc. (NYSE: PFSI). Additional information about PennyMac Mortgage Investment Trust is available at www.PennyMac-REIT.com.
| Media | Investors |
|---|---|
| Kristyn Clark | Kevin<br> Chamberlain |
| (805) 395-9943 | Isaac<br> Garden |
| (818)<br> 224-7028 |
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