SEC Info - PennyMac Mortgage Investment Trust (2024)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMi8-K

CURRENT REPORT

Pursuant to Section13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): iJune21,2024

iPennyMac Mortgage Investment Trust

(Exact name of registrant as specified in its charter)

i(818) i224-7442

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form8-K filing is intended to simultaneouslysatisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company i☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. ☐

On June21, 2024, PennyMac Mortgage Investment Trust (the “Company”) and its wholly-owned subsidiary, PennyMac Corp., entered into the Fifth Supplemental Indenture (the “Fifth Supplemental Indenture”) to the Indenture, dated as of April30, 2013 (the “Base Indenture”), among PennyMac Corp., the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”)(as the Base Indenture is amended or supplemented, including (i)the Second Supplemental Indenture thereto, dated as of November7, 2019 (the “Second Supplemental Indenture”) governing PennyMac Corp.’s outstanding 5.500% Exchangeable Senior Notes due 2024 (the “2024 Exchangeable Notes”), and (ii)the Third Supplemental Indenture, dated as of March5, 2021 (the “Third Supplemental Indenture” and, collectivelywith the Second Supplemental Indenture, “Existing Supplemental Indentures”) governing PennyMac Corp.’s outstanding 5.500% Exchangeable Senior Notes due 2026 (the “2026 Exchangeable Notes” and, collectively with the 2024 Exchangeable Notes, the “Exchangeable Notes”)), each of which series of Exchangeable Notes is fully and unconditionally guaranteed by the Company. Pursuant to the Fifth Supplemental Indenture, PennyMac Corp. irrevocably elected, with respect to each series of Exchangeable Notes, (i)to eliminate PennyMac Corp.’s option to elect Physical Settlement (as defined in each Existing SupplementalIndenture) on any exchange of the applicable Exchangeable Notes that occurs on or after the date of the Fifth Supplemental Indenture and (ii)that, with respect to any Combination Settlement (as defined in each Existing Supplemental Indenture) for an exchange of the applicable Exchangeable Notes, the Specified Dollar Amount (as defined in each Existing Supplemental Indenture) that will be settled in cash per $1,000 principal amount of the applicable Exchangeable Notes shall be no lower than $1,000.

The foregoing description of the Fifth Supplemental Indenturedoes not purport to be complete and is qualified in its entirety by reference to the complete text of the Fifth Supplemental Indenture, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference. The Base Indenture was previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April30,2013, the Second Supplemental Indenture was previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on November8, 2019 and the Third Supplemental Indenture was previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on March5, 2021.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.