PennyMac Mortgage Investment Trust
For the period ended Dec 31, 2025. Filed Feb 18, 2026.
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FY2025 · Filed Feb 18, 2026
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Item 15. Exhibits and Financial Statement Schedules
| Incorporated by Reference from theBelow-Listed Form (Each Filed underSEC File Number 14-64423) | |||
| Exhibit No. | Exhibit Description | Form | Filing Date |
| 3.1 | Declaration of Trust of PennyMac Mortgage Investment Trust, as amended and restated. | 10-Q | November 6, 2009 |
| 3.2 | Second Amended and Restated Bylaws of PennyMac Mortgage Investment Trust | 8-K | March 16, 2018 |
| 3.3 | Articles Supplementary classifying and designating the 8.125% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Shares of Beneficial Interest. | 8-A | March 7, 2017 |
| 3.4 | Articles Supplementary classifying and designating the 8.00% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Shares of Beneficial Interest. | 8-A | June 30, 2017 |
| 3.5 | Articles Supplementary classifying and designating the 6.75% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest. | 8-A | August 20, 2021 |
| 4.1 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | * | |
| 4.2 | Specimen Common Share Certificate of PennyMac Mortgage Investment Trust. | 10-Q | November 6, 2009 |
| 4.3 | Specimen Certificate for 8.125% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Shares of Beneficial Interest. | 8-A | March 7, 2017 |
| 4.4 | Specimen Certificate for 8.00% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Shares of Beneficial Interest. | 8-A | June 30, 2017 |
| 4.5 | Specimen Certificate for 6.75% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest. | 8-A | August 20, 2021 |
| 4.6 | Indenture for Senior Debt Securities, dated as of April 30, 2013, among PennyMac Corp., PennyMac Mortgage Investment Trust and The Bank of New York Mellon Trust Company, N.A. | 8-K | April 30, 2013 |
| 4.7 | Third Supplemental Indenture, dated as of March 5, 2021, among PennyMac Corp., PennyMac Mortgage Investment Trust and The Bank of New York Mellon Trust Company, N.A. | 8-K | March 5, 2021 |
| 4.8 | Form of 5.50% Exchangeable Senior Notes due 2026 (included in Exhibit 4.8). | 8-K | March 5, 2021 |
| 4.9 | Fourth Supplemental Indenture, dated as of May 24, 2024, among the Issuer, the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. | 8-K | May 24, 2024 |
| 4.10 | Form of 8.500% Exchangeable Senior Notes due 2029 (included in Exhibit 4.9). | 8-K | May 24, 2024 |
| 4.11 | Fifth Supplemental Indenture, dated as of June 21, 2024, among PennyMac Corp., PennyMac Mortgage Investment Trust and The Bank of New York Mellon Trust Company, N.A., to the Indenture, dated as of April 30, 2013, among PennyMac Corp., PennyMac Mortgage Investment Trust and The Bank of New York Mellon Trust Company, N.A. | 8-K | June 21, 2024 |
| 4.12 | Indenture, dated as of September 21, 2023, among PennyMac Mortgage Investment Trust, as issuer, PennyMac Corp., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. | 8-K | September 21, 2023 |
| 4.13 | First Supplemental Indenture, dated as of September 21, 2023, among PennyMac Mortgage Investment Trust, as issuer, PennyMac Corp., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. | 8-K | September 21, 2023 |
| 4.14 | Form of 8.50% Senior Notes due 2028 (included in Exhibit 4.12 hereto). | 8-K | September 21, 2023 |
| 4.15 | Second Supplemental Indenture, dated as of February 11, 2025, among PennyMac Mortgage Investment Trust, as issuer, PennyMac Corp., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. | 8-K | February 11, 2025 |
| 4.16 | Form of 9.00% Senior Notes due 2030 (included in Exhibit 4.15 hereto). | 8-K | February 11, 2025 |
| 4.17 | Indenture, dated as of June 10, 2025, among PennyMac Mortgage Investment Trust, as issuer, PennyMac Corp., as guarantor, and U.S. Bank Trust Company, National Association, as trustee. | 8-K | June 10, 2025 |
| 4.18 | First Supplemental Indenture, dated as of June 10, 2025, among PennyMac Mortgage Investment Trust, as issuer, PennyMac Corp., as guarantor, and U.S. Bank Trust Company, National Association, as trustee. | 8-K | June 10, 2025 |
| 4.19 | Form of 9.00% Senior Notes due 2030 (included in Exhibit 4.18 hereto). | 8-K | June 10, 2025 |
| 4.20^ | Amended and Restated Base Indenture, dated as of October 10, 2023, by and among PMT ISSUER TRUST - FMSR, PMT CO-ISSUER TRUST I – FMSR, Citibank, N.A, PennyMac Corp., PennyMac Holdings, LLC, and Atlas Securitized Products, L.P. | 10-Q | November 1, 2023 |
| 4.21 | Indenture by and among PMT ISSUER TRUST - FHLMC SAF, PennyMac Corp., Citibank, N.A., Barclays Bank PLC, dated August 10, 2023. | 8-K | August 16, 2023 |
| 4.22 | Certificate of Incorporation of PennyMac Corp. as amended. | S-3 | September 18, 2023 |
| 4.23 | Bylaws of PennyMac Corp. | S-3 | September 18, 2023 |
| 4.24 | 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. | - | - |
| 10.1 | Amended and Restated Limited Partnership Agreement of PennyMac Operating Partnership, L.P. | 10-Q | November 6, 2009 |
| 10.2 | First Amendment to the Amended and Restated Limited Partnership Agreement of PennyMac Operating Partnership, L.P., dated as of March 9, 2017. | 8-K | March 9, 2017 |
| 10.3 | Second Amendment to the Amended and Restated Limited Partnership Agreement of PennyMac Operating Partnership, L.P., dated as of July 5, 2017. | 8-K | July 6, 2017 |
| 10.4 | Third Amendment to the Amended and Restated Limited Partnership Agreement of PennyMac Operating Partnership, L.P., as amended, dated as of August 24, 2021. | 8-K | August 24, 2021 |
| 10.5 | Registration Rights Agreement, dated as of August 4, 2009, among PennyMac Mortgage Investment Trust, Stanford L. Kurland, David A. Spector, BlackRock Holdco 2, Inc., Highfields Capital Investments LLC and Private National Mortgage Acceptance Company, LLC. | 10-Q | November 6, 2009 |
| 10.6 | Fourth Amended and Restated Management Agreement, by and among PennyMac Mortgage Investment Trust, PennyMac Operating Partnership, L.P. and Pennymac Capital Management, LLC, dated as of December 16, 2024. | 8-K | December 19, 2024 |
| 10.7 | 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 30, 2025 |
| 10.8 | 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 |
| 10.9 | Amendment No. 1 to 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 29, 2025 |
| 10.10 | 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 |
| 10.11 | 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 29, 2025 |
| 10.12 | 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 |
| 10.13 | 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 30, 2025 |
| 10.14 | 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 29, 2025 |
| 10.15 | Fourth Amended and Restated Mortgage Banking Services Agreement, between PennyMac Loan Services, LLC and PennyMac Corp., dated as of December 18, 2025. | * | |
| 10.16 | 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 |
| 10.17 | Flow Sale Agreement, dated as of June 16, 2015, by and between PennyMac Corp. and PennyMac Loan Services, LLC. | 10-Q | August 10, 2015 |
| 10.18 | 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 5, 2019 |
| 10.19 | Amended and Restated Mortgage Loan Purchase Agreement, dated as of December 18, 2025, by and between PennyMac Loan Services, LLC and PennyMac Corp. | * | |
| 10.20† | PennyMac Mortgage Investment Trust 2019 Equity Incentive Plan. | DEF 14A | April 22, 2019 |
| 10.21† | Form of Performance Share Award Agreement under the PennyMac Mortgage Investment Trust 2019 Equity Incentive Plan (Net Share Withholding) (2021). | 10-Q | May 7, 2021 |
| 10.22† | Form of Restricted Share Award Agreement under the PennyMac Mortgage Investment Trust 2019 Equity Incentive Plan (Non-Employee Trustee) (2021). | 10-Q | May 7, 2021 |
| 10.23† | Form of Restricted Share Award Agreement under the PennyMac Mortgage Investment Trust 2019 Equity Incentive Plan (Non-Employee Trustee) (2022). | 10-Q | May 6, 2022 |
| 10.24† | Form of Performance Share Unit Award Agreement under the PennyMac Mortgage Investment Trust 2019 Equity Incentive Plan (2024). | 10-K | February 22, 2024 |
| 10.25† | Form of Restricted Share Unit Award Agreement under the PennyMac Mortgage Investment Trust 2019 Equity Incentive Plan (2025). | 10-Q | April 30, 2025 |
| 10.26† | Form of Restricted Share Unit Award Agreement under the PennyMac Mortgage Investment Trust 2019 Equity Incentive Plan (Non-Employee Trustee) (2025). | 10-Q | April 30, 2025 |
| 10.27† | Form of Restricted Share Unit Award Agreement under the PennyMac Mortgage Investment Trust 2019 Equity Incentive Plan (2025). | 10-Q | April 30, 2025 |
| 10.28 | Amended and Restated Guaranty, dated as of October 10, 2023, by PennyMac Mortgage Investment Trust, in favor of PMT ISSUER TRUST - FMSR and PMT CO-ISSUER TRUST I – FMSR. | 10-Q | November 1, 2023 |
| 10.29 | Second Amended and Restated Guaranty, dated as of October 10, 2023, by PennyMac Mortgage Investment Trust, in favor of Nexera Holding LLC and Citibank, N.A. | 10-Q | November 1, 2023 |
| 19.1 | PennyMac Mortgage Investment Trust Policy Against Insider Trading. | * | |
| 21.1 | Subsidiaries of PennyMac Mortgage Investment Trust. | * | |
| 22.1 | List of Guarantor Subsidiaries | 10-Q | November 1, 2023 |
| 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 22, 2024 |
| 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, 2025 and December 31, 2024 (ii) the Consolidated Statements of income for the years ended December 31, 2025 and December 31, 2024, (iii) the Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and December 31, 2024, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2025 and December 31, 2024 and (v) the Notes to the Consolidated Financial Statements. | * | |
| 101.INS | Inline 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 With Embedded 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
002 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.
^ Portions of the exhibit have been redacted.
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