On December 11, 2023 (the Closing Date), PennyMac Financial Services, Inc. closed the previously announced offering (the Offering) of $750,000,000 aggregate principal amount of the Issuer's 7.875% Senior Notes due 2029. The Issuer sold the Notes to the initial purchasers in the Offering, which was exempt from the registration requirements of the Securities Act of 1933, as amended. The Notes were offered for resale to purchasers reasonably believed to be qualified institutional buyers" as defined in Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.

Proceeds from the Offering will be used to repay a portion of the Company's secured term notes due 2025 and for other general corporate purposes. The Notes were issued pursuant to the Indenture, dated as of December 11, 2023 (the Indenture), among the Issuer, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee. Interest on the Notes accrues beginning on December 11, 2023 at a rate of 7.875% per year.

Interest on the Notes is payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2024. The Notes mature on December 15, 2029. Prior to December 15, 2026, the Issuer may, at its option and on any one or more occasions, redeem some or all of the Notes at a price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, plus a make-whole premium.

Prior to December 15, 2026, the Issuer may, at its option and on any one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes with an amount equal to or less than the net proceeds from certain equity offerings at a redemption price of 107.875% plus accrued and unpaid interest to, but excluding, the redemption date. On or after December 15, 2026, the Issuer may, at its option and on any one or more occasions, redeem some or all of the Notes at the applicable redemption prices set in the Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. If a change of control" (as defined in the Indenture) occurs, the holders of the Notes may require the Issuer to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the repurchase date.

The Notes will be senior unsecured obligations of the Issuer and will rank senior in right of payment to any future subordinated indebtedness of the Issuer, equally in right of payment with all existing and future senior indebtedness of the Issuer and effectively subordinated to any future secured indebtedness of the Issuer to the extent of the value of collateral securing such indebtedness. The Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of the Issuer's existing and future wholly-owned domestic subsidiaries (other than certain excluded subsidiaries). The guarantees will be senior unsecured obligations of the guarantors and will rank senior in right of payment to any future subordinated indebtedness of the guarantors, equally in right of payment with all existing and future senior indebtedness of the guarantors and effectively subordinated to any future secured indebtedness of the guarantors to the extent of the value of collateral securing such indebtedness.

The Notes and the guarantees will be structurally subordinated to the indebtedness and liabilities of the Issuer's subsidiaries that do not guarantee the Notes.