Sec Form 4 Filing - Hendry Gregory L @ PennyMac Financial Services, Inc. - 2023-02-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Hendry Gregory L 2. Issuer Name and Ticker or Trading Symbol PennyMac Financial Services, Inc. [ PFSI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) MD, Chief Accounting Officer (Last) (First) (Middle) C/O PENNYMAC FINANCIAL SERVICES, INC., 3043 TOWNSGATE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2023 (Street) WESTLAKE VILLAGE, CA91361 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/24/2023 A 411 ( 1 ) A $ 0 45,592 ( 2 ) D Common Stock 02/24/2023 M 2,995 ( 3 ) A $ 0 48,587 ( 4 ) D Common Stock 02/24/2023 F 1,142 ( 5 ) D $ 61.81 47,445 ( 6 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Nonstatutory Stock Option (Right to Buy) $ 60.74 02/24/2023 A 1,028 02/24/2024 02/23/2033 Common Stock 1,028 ( 7 ) $ 0 1,028 D Performance-Based Restricted Stock Units ( 3 ) 02/24/2023 A 2,995 ( 3 ) ( 3 ) Common Stock 2,995 $ 0 2,995 D Performance-Based Restricted Stock Units ( 3 ) 02/24/2023 M 2,995 ( 3 ) ( 3 ) Common Stock 2,995 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hendry Gregory L C/O PENNYMAC FINANCIAL SERVICES, INC. 3043 TOWNSGATE ROAD WESTLAKE VILLAGE, CA91361 MD, Chief Accounting Officer Signatures /s/ Derek W. Stark, attorney-in-fact for Mr. Hendry 02/28/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person was granted restricted stock units, which will vest in three equal installments beginning on the first anniversary of the date of grant, are to be settled in an equal number of shares of Common Stock upon vesting. ( 2 )The reported amount consists of 1,805 restricted stock units and 43,787 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting. ( 3 )This performance-based restricted stock unit (PSU) award was granted to the Reporting Person on February 26, 2020 and vested on February 24, 2023, as determined by the Compensation Committee of the Board of Directors. The payout of shares of Common Stock pursuant to the PSU award was determined based on return on equity and leverage ratio performance for the period of January 1, 2020 through December 31, 2022 resulting in a payout percentage for the award of 162%. ( 4 )The reported amount consists of 1,805 restricted stock units and 46,782 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting. ( 5 )Represents shares withheld for taxes upon vesting of performance-based restricted stock units. ( 6 )The reported amount consists of 1,805 restricted stock units and 45,640 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting. ( 7 )This nonstatutory stock option to purchase 1,028 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of February 23, 2023, 2024 and 2025, subject to the Reporting Person's continued service through each date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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