PennyMac Mortgage Investment Trust

% Senior Notes due 2028

fully and unconditionally guaranteed by

PennyMac Corp.

Interest payable March 30, June 30, September 30 and December 30





We are offering $ principal amount of our % senior notes due 2028, or the notes. The notes will bear interest at a rate of % per year, payable quarterly in arrears on March 30, June 30, September 30 and December 30 of each year, beginning on December 30, 2023. The notes will be issued in minimum denominations of $25 and integral multiples of $25 in excess thereof and will mature on September 30, 2028, unless earlier redeemed.

On or after September 30, 2025, 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 be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No “sinking fund” will be provided for the notes.

The 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 stock, if any, of our subsidiaries other than the Guarantor (as defined below) and of any entity we account for using the equity method of accounting.

The notes will be fully and unconditionally guaranteed on a senior unsecured basis by PennyMac Corp., or the Guarantor or PMC, an indirect wholly-owned subsidiary of ours. The guarantee will be a senior unsecured obligation of the Guarantor. The guarantee will: rank equal in right of payment to any of the Guarantor’s existing and future unsecured and unsubordinated indebtedness and guarantees of the Guarantor; be effectively subordinated in right of payment to any of the Guarantor’s existing and future secured indebtedness and secured guarantees to the extent 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 trade payables) and (to the extent not held by the Guarantor) preferred stock, if any, of the Guarantor’s subsidiaries and of any entity the Guarantor accounts for using the equity method of accounting.

We intend to apply to list the notes on the New York Stock Exchange, or the NYSE, under the symbol “PMTU” and expect trading of the notes to commence thereon within 30 days after the original issue date. The notes are expected to trade “flat.” This means that purchasers will not pay, and sellers will not receive, any accrued and unpaid interest on the notes that is not 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.