PFSI PennyMac Financial Services Inc

 

As filed with the Securities and Exchange Commission on June 4, 2024

 

Registration No. 333-

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

PennyMac Financial Services, Inc.
(Exact name of registrant as specified in its charter)

 

 

Delaware (State or other jurisdiction of incorporation or organization)	83-1098934 (I.R.S. Employer Identification No.)
3043 Townsgate Road Westlake Village, California (Address of principal executive offices)	91361 (Zip Code)

 

 

PennyMac Financial Services, Inc. 2022 Equity Incentive Plan
(Full title of the plan)

 

Derek W. Stark

Senior Managing Director, Chief Legal Officer and Secretary
PennyMac Financial Services, Inc.
3043 Townsgate Road
Westlake Village, California 91361

(Name and address of agent for service)

 

(818) 224-7442
(Telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer	x	Accelerated Filer	¨
Non-Accelerated Filer	¨	Smaller Reporting Company	¨
		Emerging Growth Company	¨

 

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 Section 7(a)(2)(B) of the Securities Act. ¨

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by PennyMac Financial Services, Inc. (the “Registrant”) for the purpose of registering an additional 968,110 shares of Common Stock, par value $0.0001 per share, of the Registrant (the “Common Stock”) that have become available for issuance pursuant to the PennyMac Financial Services, Inc. 2022 Equity Incentive Plan (the “2022 Plan”). These shares are securities of the same class as other securities for which the registration statement on Form S-8 was filed with the Securities and Exchange Commission (the “SEC”) on May 31, 2022 (File No. 333-265323) (the “Prior Registration Statement”).

 

The 2022 Plan contains a provision that automatically increases on the first day of each calendar year, beginning on January 1, 2023, the number of shares of Common Stock authorized for issuance by an amount equal to the least of (i) 1.75% of outstanding Common Stock on a fully diluted basis as of the end of the immediately preceding calendar year, (ii) 1,322,024 shares, and (iii) any lower amount determined by the Registrant’s board of directors (the “Annual Increase”). As of January 1, 2024 pursuant to the Annual Increase, the number of shares of the Registrant’s Common Stock available for grant and issuance under the 2022 Plan increased by 968,110 shares.

 

In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The documents containing the information specified in this Part I will be sent or given to participants in the 2022 Plan in accordance with Rule 428(b)(1) promulgated under the Securities Act. In accordance with Rule 428 promulgated under the Securities Act and the requirements of Part I of Form S-8, such documents need not be filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These document(s) and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference

 

The following documents, filed by the Registrant with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference into this Registration Statement:

 

(a)	Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 21, 2024;

 

 

(b)	All other reports filed with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act (other than the reports, or portions thereof, deemed to have been furnished and not filed with the SEC) since the end of the fiscal year covered by the Annual Report referred to in (a) above; and

 

(c)	Description of common stock contained in its Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 25, 2021, including any amendments or reports filed for the purpose of updating such description.

 

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein; provided, however, that documents or information deemed to have been furnished and not filed in accordance with SEC rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

 

Item 8. Exhibits

 

The exhibits listed below represent a complete list of exhibits filed or incorporated by reference as part of this Registration Statement.

 

Exhibit Number	Exhibit Description
4.1*	PennyMac Financial Services, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.31 of the Registrant’s Form 10-K filed on February 22, 2023).
4.2*	PennyMac Financial Services, Inc. 2022 Equity Incentive Plan Form of Stock Option Award Agreement (2023) (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed on May 3, 2023).
4.3*	PennyMac Financial Services, Inc. 2022 Equity Incentive Plan Form of Restricted Stock Unit Subject to Continued Service Award Agreement (Net Share Withholding) (2023) (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10 Q filed on May 3, 2023).
4.4*	PennyMac Financial Services, Inc. 2022 Equity Incentive Plan Form of Restricted Stock Unit Subject to Continued Service Award Agreement (Sale to Cover) (2023) (incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10 Q filed on May 3, 2023).
4.5*	PennyMac Financial Services, Inc. 2022 Equity Incentive Plan Form of Restricted Stock Unit Subject to Performance Components Award Agreement (Sale to Cover) (2023) (incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10 Q filed on May 3, 2023).
4.6*	PennyMac Financial Services, Inc. 2022 Equity Incentive Plan Form of Restricted Stock Unit Subject to Performance Components Award Agreement (Net Share Withholding) (2023) (incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10 Q filed on May 3, 2023).
4.7*	PennyMac Financial Services, Inc. 2022 Equity Incentive Plan Form of Restricted Stock Unit Subject to Continued Service Award Agreement for Non-Employee Directors (2023) (incorporated by reference to Exhibit 10.6 of the Registrant’s Quarterly Report on Form 10 Q filed on May 3, 2023).
5.1**	Legal opinion of Goodwin Procter LLP
23.1**	Consent of Deloitte & Touche LLP
23.2**	Consent of Goodwin Procter LLP (contained in the opinion filed as Exhibit 5.1 to this Registration Statement)
24.1**	Power of attorney (included on the signature page to this Registration Statement)
107**	Filing Fee Table

 

*	Indicates management contract or compensatory plan or arrangement.
**	Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Westlake Village, State of California, on this fourth day of June, 2024.

 

PENNYMAC FINANCIAL SERVICES, INC.
By:	/s/ Derek W. Stark
	Derek W. Stark
	Senior Managing Director, Chief Legal Officer and Secretary

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David A. Spector and Derek W. Stark, and each of them, as his true and lawful attorney-in-fact and agent with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature		Title		Date
/s/ David A. Spector		Chairman and Chief Executive Officer		June 4, 2024
David A. Spector		(principal executive officer)
/s/ Daniel S. Perotti		Senior Managing Director and Chief Financial Officer		June 4, 2024
Daniel S. Perotti		(principal financial officer)
/s/ Gregory L. Hendry		Chief Accounting Officer		June 4, 2024
Gregory L. Hendry		(principal accounting officer)
/s/ Doug Jones		Director, President and Chief Mortgage Banking Officer		June 4, 2024
Doug Jones
/s/ James Hunt		Director		June 4, 2024
James Hunt
/s/ Jonathon S. Jacobson		Director		June 4, 2024
Jonathon S. Jacobson
/s/ Patrick Kinsella		Director		June 4, 2024
Patrick Kinsella
/s/ Joseph Mazzella		Director		June 4, 2024
Joseph Mazzella
/s/ Anne D. McCallion		Director		June 4, 2024
Anne D. McCallion
/s/ Farhad Nanji		Director		June 4, 2024
Farhad Nanji
/s/ Jeffrey Perlowitz		Director		June 4, 2024
Jeffrey Perlowitz
/s/ Lisa Shalett		Director		June 4, 2024
Lisa Shalett
/s/ Theodore Tozer		Director		June 4, 2024
Theodore Tozer
/s/ Emily Youssouf		Director		June 4, 2024
Emily Youssouf

 

 

 

Exhibit 5.1

 

Goodwin Procter llp 601 Marshall Street Redwood City, CA 94063 goodwinlaw.com +1 650 752 3100

 

June 4, 2024

 

PennyMac Financial Services, Inc.

3043 Townsgate Road

Westlake Village, California 91361

 

Re:	Securities Being Registered under Registration Statement on Form S-8

 

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 968,110 shares (the “Shares”) of Common Stock, $0.0001 par value per share (“Common Stock”), of PennyMac Financial Services, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2022 Equity Incentive Plan (the “Plan”).

 

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

 

The opinion set forth below is limited to the Delaware General Corporation Law.

 

For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

 

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

 

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

	Very truly yours,
	/s/ Goodwin Procter LLP
	GOODWIN PROCTER LLP

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 21, 2024 relating to the financial statements of PennyMac Financial Services, Inc. and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of PennyMac Financial Services, Inc. for the year ended December 31, 2023.

 

/s/ Deloitte & Touche LLP

 

Los Angeles, California

June 4, 2024

 

 

 

Exhibit 107

 

Calculation of Filing Fee Table

Form S-8

(Form Type)

PennyMac Financial Services, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.0001 par value per share	Rule 457(c) and Rule 457(h)	968,110	$89.14	$86,297,325.40	$0.00014760	$12,737.49
		Total Offering Amounts					$12,737.49
		Total Fee Offsets					----------
		Net Fee Due					$12,737.49

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of common stock, $0.0001 par value per share (the “common stock”), of PennyMac Financial Services, Inc. (the “Registrant”), which become issuable under the Registrant’s 2022 Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction that increases the number of the outstanding shares of the Registrant’s common stock.

 

(2)

The price of $89.14 per share, which is the average of the high and low sales prices of the common stock of the Registrant as quoted on the New York Stock Exchange on May 29, 2024, is set forth solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) of the Securities Act.

 

 

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