PennyMac Mortgage Investment Trust美股招股说明书(2025-06-04版)

9.00% Senior Notes due 2030fully and unconditionally guaranteed by Interest payable March15, June15, September15 and December15 We are offering $100,000,000 principal amount of our 9.00% senior notes due 2030, or the notes. The notes will bear interest at a rate of 9.00% per year, payable quarterly in arrearson March15, June15, September15 and December15 of each year, beginning on September15, 2025. The notes will be issued in minimum denominations of $25 and integral multiples of $25 in excess thereof and will mature on June15, 2030, unless earlier redeemed or repurchased.On or after June15, 2027, we may redeem for cash all or any portion of the notes, at our option, at a redemption price equal to 100% of the principal amount of the notes to beredeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No “sinking fund” will be provided for the notes.Upon a Change of Control Repurchase Event (as defined below), we will be required to make an offer to repurchase all outstanding notes at a price in cash equal to 101% of theprincipal amount of the notes, plus accrued and unpaid interest to, but excluding, the repurchase date. See “Description of the Notes — Offer to Repurchase Upon a Change of ControlThe notes will be our senior direct unsecured obligations. The notes will: rank equal in right of payment to any of our existing and future unsecured and unsubordinated indebtedness;be effectively subordinated in right of payment to any of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; and be structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) and (to the extent not held by us) preferred equity, if any, of our subsidiaries other than theGuarantor (as defined below) and of any entity we account for using the equity method of accounting. unsubordinated indebtedness and guarantees; be effectively subordinated in right of payment to any of the Guarantor’s existing and future secured indebtedness and secured guarantees to theextent of the value of the assets securing such indebtedness or guarantees; and be structurally subordinated to all existing and future indebtedness and other liabilities (including tradepayables) and (to the extent not held by the Guarantor) preferred equity, if any, of the Guarantor’s subsidiaries and of any entity the Guarantor accounts for using the equity method ofWe intend to apply to list the notes on the New York Stock Exchange, or the NYSE, under the symbol “PMTW” and expect trading of the notes to commence thereon within 30 days included in the trading price. Currently, there is no public market for the notes and it is not expected that a market for the notes will develop unless and until the notes are listed on the NYSE.See “Risk Factors” beginning on pageS-7of this prospectus supplement and in the reports we file with the Securities and Exchange Commission, or the SEC, pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act, incorporated by reference into this prospectus supplement and theaccompanying prospectus, for a discussion of important factors that you should consider before making a decision to invest in the notes. PerNotePublic offering price$25.00$Underwriting discount$0.7875$Proceeds to us, before expenses$24.2125$Neither the SEC nor any state securities commission has approved or disapproved of the notes or the guarantee or passed upon the accuracy or adequacy of this prospectus supplementor the accompanying prospectus. Any representation to the contrary is a criminal offense. are delivered after June 10, 2025. See “Underwriting” for additional disclosure regarding the underwriting discount and expenses payable to the underwriters by us.The underwriters will have the option to purchase, within a period of 30 days beginning from the date of this prospectus supplement, up to an additional $15,000,000 aggregateprincipal amount of notes from us, solely for the purpose of covering over-allotments, if any, at the public offering price less the underwriting discount.The underwriters expect to deliver the notes in book-entry only form through the facilities of The Depository Trust Company on or about June 10, 2025. UBS Investment BankWells Fargo SecuritiesKeefe, Bruyette& WoodsA Stifel CompanyPiper Sandler ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARY THE OFFERINGRISK FACTORS CAPITALIZATIONDESCRIPTION OF THE NOTESUNDERWRITING LEGAL MATTERS modify and supersede such information in the earlier document.You should read this document together with the additional information described under the headings “Where You Can Find MoreInformation” and “Documents Incorporated by Reference” in this prospectus supplement. You should rely only on the information containedor incorporated by reference in this prospectus supplement, the accompan