PennyMac Mortgage Investment Trust美股招股说明书(2025-12-11版)

PennyMac Corp. 8.500% Exchangeable Senior Notes due 2029fully and unconditionally guaranteed byPennyMac Mortgage Investment Trust PennyMac Corp. (“PennyMac Corp.”), an indirect wholly-owned subsidiary of PennyMac Mortgage Investment Trust (“PMT”), is offering $75,000,000 aggregate principal amount ofits 8.500% Exchangeable Senior Notes due 2029 (the “notes”) in a registered direct placement to certain purchasers at a cash price of 101.08055556% of the principal amount of the notes,including accrued and unpaid interest from, and including, December1, 2025 to, but excluding, December15, 2025. The notes PennyMac Corp. is offering will be issued as additional notesunder the Indenture (as defined below) pursuant to which PennyMac Corp. previously issued $216,500,000 aggregate principal amount of its 8.500% Exchangeable Senior Notes due 2029 inMay and June 2024, which we refer to as the “existing notes,” all of which are outstanding. The notes will have substantially identical terms as the existing notes and will be treated as a singleseries of securities with the existing notes under the Indenture and will vote as one class under the Indenture. PennyMac Corp. expects to issue the notes with the same unrestricted CUSIPnumber under which the existing notes currently trade. The notes will bear interest at a rate equal to 8.500% per year, payable semiannually in arrears on June1 and December1 of each year, beginning on June1, 2026. The notes willmature on June1, 2029. Prior to the close of business on the business day immediately preceding March1, 2029, holders may exchange all or any portion of their notes only upon satisfaction of certainconditions. On or after March1, 2029, holders may exchange all or any portion of their notes at any time prior to the close of business on the second scheduled trading day immediatelypreceding the maturity date. Upon exchange, PennyMac Corp. will pay cash up to the aggregate principal amount of the notes to be exchanged and pay or deliver, as the case may be, cash, common shares ofbeneficial interest of PMT (“PMT common shares”), or a combination of cash and PMT common shares, at PennyMac Corp.’s election, in respect of the remainder, if any, of PennyMacCorp.’s exchange obligation in excess of the aggregate principal amount of the notes being exchanged, as described in this prospectus supplement, the accompanying prospectus datedJune14, 2024 (the “prospectus”) and supplement no. 1 thereto dated December11, 2025 (the “supplement” and, collectively with the prospectus, the “accompanying prospectus”). The exchange rate will initially be 63.3332 PMT common shares per $1,000 principal amount of notes (equivalent to an initial exchange price of approximately $15.79 per PMTcommon share). The exchange rate will be subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest. In addition, following theoccurrence of a make-whole fundamental change, PennyMac Corp. will, in certain circumstances, increase the exchange rate for a holder that exchanges its notes in connection with suchmake-whole fundamental change. PMT will guarantee all payments due on the notes. The guarantee will be PMT’s senior unsecured obligation and will rank senior in right of payment to any of PMT’s indebtednessthat is expressly subordinated in right of payment to the guarantee, equal to any of PMT’s other unsecured indebtedness that is not so subordinated, effectively junior to any of PMT’s securedindebtedness to the extent of the value of the assets securing such indebtedness and structurally junior to all indebtedness and other liabilities (including trade payables) and preferred equity ofPMT’s subsidiaries. PennyMac Corp. may not redeem the notes prior to maturity. No sinking fund will be provided for the notes. If a fundamental change occurs, holders may require PennyMac Corp. to purchase the notes in whole or in part for cash at a fundamental change purchase price equal to 100% of theprincipal amount of the notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date. The notes will be PennyMac Corp.’s senior unsecured obligations and will rank senior in right of payment to any of PennyMac Corp.’s indebtedness that is expressly subordinated inright of payment to the notes, equal to any of PennyMac Corp.’s unsecured indebtedness that is not so subordinated (including the existing notes), effectively junior to any of PennyMacCorp.’s secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally junior to all indebtedness and other liabilities (including trade payables) andpreferred equity of PennyMac Corp.’s subsidiaries. The notes will be evidenced by a global note deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company (“DTC”). Except as describedin this prospectus supplement and the accompanyin