PennyMac Mortgage Investment Trust Prices Private Placement of $200 Million of Exchangeable Senior Notes

PennyMac Mortgage Investment Trust (NYSE: PMT) (“PMT” or the “Company”) today announced the pricing of a private offering by its indirect wholly-owned subsidiary, PennyMac Corp. (“PMC”), of $200 million aggregate principal amount of its Exchangeable Senior Notes due 2029 (the “Notes”). The initial purchasers have a 13-day option to purchase up to an additional $30 million aggregate principal amount of Notes from PMC. The Notes will be offered only to qualified institutional buyers (as defined in the Securities Act of 1933, as amended (the “Securities Act”)) pursuant to Rule 144A under the Securities Act. Settlement of the offering is subject to customary closing conditions and is expected to occur on May 24, 2024.

The Notes will bear interest at a rate of 8.50% per year, payable semiannually. The Notes will be fully and unconditionally guaranteed by PMT. Upon exchange, PMC 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, PMT’s common shares of beneficial interest (“Common Shares”) or a combination thereof, at PMC’s election, in respect of the remainder, if any, of its exchange obligation in excess of the aggregate principal amount of the Notes being exchanged. The exchange rate will initially equal 63.3332 Common Shares per $1,000 principal amount of Notes, which is equivalent to an initial exchange price of approximately $15.79 per Common Share. The initial exchange price is approximately 15% above the $13.73 per Common Share closing price of PMT’s Common Shares on the New York Stock Exchange on May 21, 2024. The Notes will be PMC’s senior unsecured obligations and will rank equally with all of its present and future senior unsecured debt and senior to any future subordinated debt. The Notes will mature on June 1, 2029 unless repurchased or exchanged in accordance with their terms prior to such date.

The net proceeds from the offering are intended to be used to fund PMT’s business and investment activities, which may include: the acquisition of mortgage servicing rights, government-sponsored enterprise credit risk transfer securities and other mortgage-related securities; funding PMT’s correspondent lending business, including the purchase of Agency-eligible residential mortgage loans; repayment of other indebtedness, which may include the repurchase or repayment of a portion of PMC’s 5.50% exchangeable senior notes due 2024 or 5.50% exchangeable senior notes due 2026, or secured financing; and for other general business purposes.