DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

☐		Preliminary Proxy Statement

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☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under Rule 14a-12

PennyMac Mortgage Investment Trust

(Name of Registrant as Specified In Its Charter)

(Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant)


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LOGO

3043 TOWNSGATE ROAD

WESTLAKE VILLAGE, CALIFORNIA 91361

April 21, 2026

Dear Shareholder:

You are cordially invited to attend the 2026 Annual Meeting of Shareholders, or the Annual Meeting, of PennyMac Mortgage Investment Trust to be held on Tuesday, June 16, 2026, at 11:00 a.m. Pacific Time. The Annual Meeting will be conducted online via live webcast at www.virtualshareholdermeeting.com/PMT2026.

The Notice of 2026 Annual Meeting of Shareholders and Proxy Statement are attached to this letter and contain information about the matters on which you will be asked to vote at the Annual Meeting. We will transact no other business at the Annual Meeting, except for business properly brought before the Annual Meeting or any postponement or adjournment thereof by our Board of Trustees. Only our common shareholders of record at the close of business on April 20, 2026, the record date, are entitled to vote at the Annual Meeting.

Your vote is very important. Please carefully read the Notice of 2026 Annual Meeting of Shareholders and Proxy Statement so that you will know the matters on which we plan to vote at the Annual Meeting, and then vote your shares by proxy by mail, by Internet or by telephone as soon as possible to make sure that your shares are represented at the Annual Meeting.

ONLINE ANNUAL MEETING: To participate in the online Annual Meeting, you will need to log in to www.virtualshareholdermeeting.com/PMT2026 using the 16-digit control number found on the proxy card, voting instruction form, Notice of Internet Availability of Proxy Materials or email, as applicable, previously sent or made available to shareholders entitled to vote at the Annual Meeting. Please read “INFORMATION CONCERNING VOTING AND SOLICITATION—Who can attend the Annual Meeting?” in the accompanying Proxy Statement. If it is determined the Annual Meeting will be held at a different time or in a different location or format, an announcement of any such updates will be provided by means of a press release, which will be posted on our website pmt.pennymac.com and filed with the Securities and Exchange Commission (SEC) via its EDGAR system.

On behalf of our Board of Trustees, we look forward to your participation in our upcoming online Annual Meeting.

Sincerely,

LOGO

DAVID A. SPECTOR

Chairman and Chief Executive Officer

LOGO

3043 Townsgate Road

Westlake Village, California 91361

Notice of 2026 Annual Meeting of Shareholders


Date and Time:	Tuesday, June 16, 2026 at 11:00 a.m. Pacific Time

Location:	Online via live webcast at www.virtualshareholdermeeting.com/PMT2026

Record Date:	April 20, 2026. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and vote at, the 2026 Annual Meeting of Shareholders, or Annual Meeting, and any continuation, postponement or adjournment thereof.

Mailing Date:	We intend to mail the Notice Regarding the Availability of Proxy Materials, or the Proxy Statement and proxy card, as applicable, on or about April 21, 2026 to our shareholders of record on the record date.

Items of Business:	•	To elect the three (3) Class II trustees identified in the enclosed Proxy Statement to serve on our Board of Trustees, each for a term expiring at the 2029 annual meeting of shareholders;

	•	To ratify the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2026;

	•	To approve, by non-binding vote, our executive compensation; and

	•	To transact such other business as may properly come before the Annual Meeting and any postponement or adjournment thereof.

Attendance:	To be admitted to the Annual Meeting virtually, you will need to log in to www.virtualshareholdermeeting.com/PMT2026 using the 16-digit control number found on the proxy card, voting instruction form, Notice of Internet Availability of Proxy Materials or email, as applicable, previously sent or made available to shareholders entitled to vote at the Annual Meeting. Please read “INFORMATION CONCERNING VOTING AND SOLICITATION—Who can attend the Annual Meeting?” in the accompanying Proxy Statement.

Voting:	Whether or not you plan to attend the Annual Meeting, we encourage you to vote your shares by proxy by mail, by Internet or by telephone as soon as possible to make sure that your shares are represented at the Annual Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct that firm or bank as to how to vote your shares.

By Order of the Board of Trustees,

LOGO

DEREK W. STARK

Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF

SHAREHOLDERS TO BE HELD ON JUNE 16, 2026:

This Notice of 2026 Annual Meeting of Shareholders, Proxy Statement and 2025 Annual Report to Shareholders, which includes our Annual Report on

Form 10-K for the fiscal year ended December 31, 2025, are available at www.proxyvote.com.


		TABLE OF CONTENTS

Table of Contents


PROXY STATEMENT SUMMARY			1

CORPORATE GOVERNANCE			5

CORPORATE SUSTAINABILITY			14

PROPOSAL 1 — ELECTION OF TRUSTEES			17

Trustee Nominees			18
Continuing Trustees			19
Non-Management Trustee Compensation			23
2025 Trustee Compensation Table			24
Non-Management Trustee Share Ownership Guidelines			24

AUDIT MATTERS			25

Report of the Audit Committee			25
Independent Registered Public Accounting Firm Fees for 2025 and 2024			26
Pre-Approval Policies and Procedures			26

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			27

SECURITY OWNERSHIP INFORMATION			28

Security Ownership of Officers and Trustees			28
Security Ownership of Other Beneficial Owners			29

OUR EXECUTIVE OFFICERS			30

REPORT OF THE COMPENSATION COMMITTEE			32

COMPENSATION DISCUSSION AND ANALYSIS			33

2025 Named Executive Officers			33
Executive Compensation Highlights			34
Executive Summary of 2025 Compensation			35
2025 Say-on-Pay Vote			35
2025 Stakeholder Interactions			36
Executive Compensation Paid by PFSI			36
2025 Compensation Program Overview			39
2025 Compensation Decisions			40
Executive Compensation Decision Making Process			43
Peer Group and Benchmarking			44
Executive Share Ownership Guidelines			46
Clawback Provisions			46
Insider Trading, Anti-Pledging and Anti-Hedging Policies			47
Policy and Practice Related to the Grant of Equity Awards			47

COMPENSATION TABLES			48

CEO PAY RATIO			54

PAY VERSUS PERFORMANCE			55

PROPOSAL 3 — ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION			58

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			59

ANNUAL REPORT ON FORM 10-K			63

OTHER MATTERS			63

INFORMATION CONCERNING VOTING AND SOLICITATION			64


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		PROXY STATEMENT SUMMARY

Proxy Statement Summary

This summary contains highlights about our Board of Trustees and our upcoming 2026 Annual Meeting of Shareholders, or Annual Meeting. References in this Proxy Statement to “we,” “us,” “our,” or “the Company,” refer to PennyMac Mortgage Investment Trust unless the context otherwise requires. This summary does not contain all of the information that you should consider in advance of the Annual Meeting and we encourage you to read the entire Proxy Statement before voting.

2026 Annual Meeting of Shareholders


Date and Time:		Tuesday, June 16, 2026, at 11:00 a.m. Pacific Time
Location:		Online via live webcast at www.virtualshareholdermeeting.com/PMT2026
Record Date:		April 20, 2026
Mail Date:		April 21, 2026

Voting Matters and Board Recommendations


Matter		Our Board Vote Recommendation
Proposal 1:	Election of three (3) Class II trustees to the Board of Trustees identified in this Proxy Statement to serve on our Board of Trustees, each for a term expiring at the 2029 annual meeting of shareholders	FOR each Trustee Nominee
Proposal 2:	Ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2026	FOR
Proposal 3:	Approval, by non-binding vote, of our executive compensation	FOR

Trustee Nominees


Trustee Nominees	Age	Trustee Since	Principal Occupation / Key Experience	Committee Membership
Preston DuFauchard	69	2012	Former CEO, West Oakland Health Council and former General Counsel of Robertson Stephens	Audit Nominating & Corp. Gov. Related Party Matters Risk
Nancy McAllister	66	2012	Senior Advisor, Star Mountain Capital, LLC and Star Mountain Stimulus Fund, L.P.	Compensation Finance Risk
Stacey D. Stewart	62	2009	CEO, Mothers Against Drunk Driving	Compensation Nominating & Corp. Gov.


\| 2026 Proxy Statement			1


		PROXY STATEMENT SUMMARY

Corporate Governance Highlights

We continuously monitor developments, trends and best practices in corporate governance and consider feedback from shareholders and proxy advisory firms, as appropriate, when enhancing our governance, policies and structure.


✓ Shareholder Right to Amend the Bylaws. Our Second Amended and Restated Bylaws provide shareholders with the concurrent right to amend our Bylaws by the affirmative vote of a majority of all votes entitled to be cast on a matter pursuant to a proposal submitted by a group of up to five shareholders holding at least 1% of our outstanding common shares continuously for at least one year.		✓ Trustee Limitations on Number of Boards. A trustee who is currently serving as a chief executive officer of a public company, including our Chief Executive Officer, is not permitted to serve on more than two outside public company boards. No other trustee is permitted to serve on more than five outside public company boards.
✓ Majority Voting Standard in the Election of Trustees. Our Second Amended and Restated Bylaws provide for a majority voting standard for uncontested trustee elections and a plurality voting standard for contested trustee elections.		✓ Independent Lead Trustee. On March 19, 2024, the independent trustees of our Board elected Preston DuFauchard as our independent lead trustee for a three-year term.
✓ Trustee Resignation Policy. Our Corporate Governance Guidelines include a requirement that any trustee nominee who fails to receive a majority vote in an uncontested election will promptly tender his or her resignation to the Board.		✓ Board Refreshment. We have robust processes to identify, evaluate and select qualified trustee candidates to become trustees and we regularly assess the size and composition of the Board. We have added five trustees since 2021.
✓ Shareholder Engagement. We value the perspectives of our shareholders. Our Investor Relations department regularly engages in outreach activities and discussions with a significant portion of our shareholders.		✓ Regular Executive Sessions. Our independent trustees meet privately on a regular basis. Our independent lead trustee presides at such meetings.
✓ Robust Share Ownership Guidelines. We have robust share ownership guidelines for our non-management trustees (five times base annual retainer) and executive officers ($2 million for our Chief Executive Officer; $500,000 for all other executive officers).		✓ Regular Board Evaluation. The Nominating and Corporate Governance Committee sponsors an annual self-assessment of the Board’s performance as well as the performance of each committee of the Board.

We believe our Board possesses deep and broad skill sets and specific experience and expertise that facilitate strong oversight and strategic direction for us as a leading residential mortgage real estate investment trust, or REIT.


2		\| 2026 Proxy Statement


		PROXY STATEMENT SUMMARY

Trustee Skills and Qualifications

LOGO


\| 2026 Proxy Statement			3


		PROXY STATEMENT SUMMARY

2025 Business Highlights⁽¹⁾

LOGO

Returns to shareholders compared to the

broader mortgage REIT industry

LOGO

⁽¹⁾

For complete information regarding our Fiscal 2025 financial performance, shareholders should read “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements and accompanying notes thereto contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 18, 2026 and is being made available to shareholders with this Proxy Statement as a part of our 2025 Annual Report to Shareholders.

⁽²⁾

Assumes $100 invested in PennyMac Mortgage Investment Trust common shares and other stock market indices. The graph displays certain information comparing the cumulative total return on our common shares to the cumulative total return of the Russell 2000 Index and the Dow Jones US Mortgage REIT Index. The comparison period is from December 31, 2022, to December 31, 2025, and the calculation assumes reinvestment of any dividends.


4		\| 2026 Proxy Statement


		CORPORATE GOVERNANCE

Corporate Governance

Trustee Qualification, Board Refreshment and Selection Criteria

The Nominating and Corporate Governance Committee is responsible for developing the general criteria, subject to approval by the full Board, for use in identifying, evaluating and selecting qualified candidates for election or re-election to our Board. The Nominating and Corporate Governance Committee periodically reviews with our Board the appropriate skills and characteristics required of Board members in the context of the current composition of our Board. Final approval of trustee candidates is determined by the full Board, and invitations to join our Board are extended by our Chairman on behalf of the entire Board.

The Nominating and Corporate Governance Committee, in accordance with our Corporate Governance Guidelines, seeks to create a board that is strong in its collective knowledge and has skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, risk management, corporate governance, and knowledge of the mortgage and REIT sectors and the global markets. In its efforts to support a Board with a wide range of skills and perspectives, the Nominating and Corporate Governance Committee considers various factors, including personal and professional backgrounds, which can contribute to diverse viewpoints, enhancing overall Board composition and effectiveness. In considering candidates for our Board, the Nominating and Corporate Governance Committee considers the entirety of each candidate’s credentials in the context of these standards and in light of the needs of our Board and our Company at that time, given the then current mix of trustee attributes. The Nominating and Corporate Governance Committee also considers a candidate’s accessibility and availability to serve effectively on our Board, and it conducts inquiries into the background and qualifications of potential candidates. With respect to the nomination of continuing trustees for re-election, the individual’s past contributions to our Board are also considered.

The Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating nominees for trustee. The Nominating and Corporate Governance Committee assesses the appropriate size of our Board and whether any vacancies on our Board are expected due to retirement or otherwise. In the event that a vacancy is anticipated, or otherwise arises, the Nominating and Corporate Governance Committee considers whether to fill any such vacancy and, if so, identifies various potential candidates for trustee. These candidates are evaluated at regular or special meetings of the Nominating and Corporate Governance Committee and may be considered at any point during the year.

Candidates may come to the attention of the Nominating and Corporate Governance Committee through current members of our Board, professional search firms or other persons. The Nominating and Corporate Governance Committee will also consider recommendations for nominees properly submitted by our shareholders. These recommendations should be submitted in writing to our Secretary at our principal executive offices located at 3043 Townsgate Road, Westlake Village, California 91361. If any materials are provided by a shareholder in connection with a recommendation for a trustee nominee, such materials are forwarded to the Nominating and Corporate Governance Committee. Following verification of the shareholder status of persons proposing candidates, recommendations are aggregated and considered by the Nominating and Corporate Governance Committee, in the same manner as other recommendations, at its next regularly scheduled or special meeting.

Independence of Our Trustees

The New York Stock Exchange, or NYSE, rules require that at least a majority of our trustees be independent of our Company and management. The rules also require that our Board affirmatively determine that there are no material relationships between a trustee and us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us) before such trustee can be deemed independent. We have adopted independence standards consistent with NYSE and SEC rules. Our Board has reviewed both direct and indirect transactions and relationships that each of our trustees has or had with us and our management.

As a result of this review, our Board, based upon the fact that none of our non-management trustees have any material relationships with us other than as trustees and holders of our common shares, affirmatively determined that 78% of our current trustees are independent trustees under NYSE rules. Our independent trustees are Messrs. Carnahan and DuFauchard and Mmes. Corley, McAllister, Pouraghabagher, Schultz and Stewart.


\| 2026 Proxy Statement			5


		CORPORATE GOVERNANCE

Board of Trustees Leadership and Independent Lead Trustee

Our Chairman and the independent lead trustee provide leadership to and work with our Board to define its structure and activities in the fulfillment of its responsibilities. The Board determined in March 2026 that the position of Chairman of the Board should continue to be held by David A. Spector. Mr. Spector has served as a key executive since our formation in 2009 and through our growth into one of the leading public mortgage REITs. The Board believes Mr. Spector’s past experience has made him uniquely positioned to lead and oversee the Board and identify and execute our future strategic initiatives. In addition, Mr. Spector has proven himself capable of leading Board discussions on new initiatives and strategic priorities, facilitating internal Board communication and ensuring proper Board oversight of key issues.

This determination is based, in part, on our belief that independent trustees and management have different perspectives and roles in strategy development. Our independent trustees bring experience, oversight and expertise from outside our Company and industry, while the Chief Executive Officer brings company-specific experience and expertise. We believe our Chief Executive Officer is thus better situated to serve as Chairman of the Board because he is able to utilize the in-depth focus and perspective gained in running our Company to effectively and efficiently lead our Board. As the trustee most familiar with our business and industry, he is capable of identifying new initiatives and businesses, strategic priorities and other critical and/or topical agenda items for discussion by our Board and then leading the discussion to ensure our Board’s proper oversight of these issues. Our Board believes that the combined role of Chairman of the Board and Chief Executive Officer promotes strategy development and execution, and facilitates information flow between management and our Board, all of which are essential to effective governance.

This determination is also based on what we consider to be a strong governance structure already in place, including the appointment of an influential independent lead trustee with a strong voice. The independent lead trustee works with our Chairman of the Board and other trustees to provide informed, independent oversight of our management and affairs. Among other things, the independent lead trustee reviews and provides input on Board meeting agendas and materials, coordinates with committee chairs to ensure the committees are fulfilling the responsibilities set forth in their respective charters, serves as the principal liaison between our Chairman of the Board and the independent trustees, and chairs an executive session of the independent trustees at each regularly scheduled Board meeting. On March 19, 2024, the independent trustees of our Board re-elected Preston DuFauchard as our independent lead trustee for an additional three-year term.

Succession Planning

Our Board oversees management’s succession plan for the Chairman and Chief Executive Officer and other key positions at the executive officer level. Our Board annually reviews succession plans for the Chairman and Chief Executive Officer and executive management. In addition, the Chairman and Chief Executive Officer annually provides to our Board his assessment of executive leaders and their potential to succeed at key executive management positions.

Trustee Education

New trustees receive an orientation upon joining the Board, including the opportunity to meet with members of management, which is designed to familiarize new trustees with the Company’s purpose, business, operations, strategic direction, financial matters, risk management, corporate governance practices and other key policies and practices. The Board also believes in the importance of continuing trustee education to enhance the performance of the Board and its committees. All trustees are offered membership with the National Association of Corporate Directors, a nationally recognized organization providing corporate governance and director and trustee education. In addition, trustees receive ongoing internal education from management and the Company’s advisors on matters relevant to the Company’s business, industry trends and developments, corporate governance and other appropriate subjects to assist the trustees in discharging their duties.


Management Access	Management Briefings	Continuing Education

Trustees have full access to senior management outside of regularly scheduled meetings. New trustees receive a detailed business and corporate governance orientation with senior management. All trustees receive regular weekly communications related to Board, business and industry matters.	Management and third-party experts provide periodic business updates on major business developments, milestones and internal initiatives to keep the Board informed between regularly scheduled meetings on matters that are significant to the Company and our industry, such as AI and cybersecurity.	Trustees are encouraged to participate in development and education programs, seminars and conferences related to corporate governance and business trends relevant to the Board and Company.


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		CORPORATE GOVERNANCE

The Role of the Board in Risk Oversight

Our senior management is responsible for designing, implementing and maintaining an effective and appropriate approach for managing enterprise risk. Our Board and each of its committees, and in particular the Audit and Risk Committees, have an active role in overseeing our enterprise risk management process, while supporting organizational objectives, improving long-term organizational performance and creating shareholder value. A fundamental part of risk management oversight is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for our Company. The involvement of the full Board in determining our business strategy is a key part of its assessment of management’s appetite for risk and determination of what constitutes an appropriate level of risk for our Company.

Our Board encourages senior management to promote a culture that incorporates risk management into the Company’s corporate strategy and day-to-day business operations. Our Board continually works, with the input of the Company’s senior management, to assess and analyze the most likely areas of future risk. While our Board has the ultimate oversight responsibility for the risk management process, particularly with respect to those risks inherent in the operation of our businesses, the committees of our Board also share responsibility for overseeing specific areas of risk management as follows:


Board Committees		Primary Risk Oversight Responsibility

Audit Committee		The Audit Committee focuses on risks associated with the Company’s financial reporting processes and internal controls and receives an annual risk assessment report from our internal auditors. The Audit Committee also discusses with management the Company’s major financial risks and the framework management has established to monitor and control such exposures, including the Company’s risk assessment and risk management policies.

Compensation Committee		The Compensation Committee focuses on oversight of our compensation policies and practices, including whether such policies and practices balance risk taking and rewards in an appropriate manner that is in alignment with shareholder interests and does not encourage excessive risk taking.

Finance Committee		The Finance Committee focuses on risks relating to our Company’s liquidity and capital resources and our investment policies and strategies.

Nominating and Corporate Governance Committee		The Nominating and Corporate Governance Committee focuses on risks associated with proper board governance, including the independence of our trustees and the assessment of the performance and effectiveness of each member and Board committee. The Nominating and Corporate Governance Committee also has specific oversight responsibility for risks relating to our corporate sustainability, including workplace engagement, community involvement, corporate governance and stakeholder reports.

Related Party Matters Committee		The Related Party Matters Committee focuses on risks arising out of potential conflicts of interest including those between us, on the one hand, and PennyMac Financial Services, Inc. and its subsidiaries (“PFSI”), on the other hand. We are managed by Pennymac Capital Management, LLC (our “Manager”), a registered investment adviser and subsidiary of PFSI. In addition, our loan production and servicing activities are performed by PennyMac Loan Services, LLC (our “Servicer”), also a subsidiary of PFSI.

Risk Committee		The Risk Committee oversees our enterprise risk profile and management’s approach for assessing, monitoring and controlling risks, such as production and servicing risks, credit risks, mortgage compliance risks, information technology and cybersecurity risks, climate risks, litigation risks and other risks. The Risk Committee, as well as other members of the Board, receives updates from the Company’s Chief Information Officer and Chief Information Security Officer on the overall data privacy and cybersecurity risk environment, including risk assessments and reports.


\| 2026 Proxy Statement			7


		CORPORATE GOVERNANCE

While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about the nature of all such risks.

The Role of the Board in Cybersecurity

Our Board oversees our cybersecurity risks by periodically evaluating cybersecurity reports from senior management, including the Chief Information Officer and the Chief Information Security Officer, as well as reports from the Board committees and third-party consultants. The Risk Committee oversees our enterprise risk management framework, including risks and controls associated with data security, cybersecurity, IT infrastructure, and data privacy. The Audit Committee oversees the internal and external auditors’ review of the effectiveness of our internal controls to mitigate cybersecurity risks.

Committees of the Board of Trustees

Our Board has established six principal committees: the Audit Committee, the Compensation Committee, the Finance Committee, the Nominating and Corporate Governance Committee, the Related Party Matters Committee and the Risk Committee. In addition to the standing committees described above, our Board may also establish ad hoc committees for limited periods of time in order to address particular matters. Our Board committees have also adopted written charters that govern their conduct, each of which is available on our website at pmt.pennymac.com.

Current Board chairs and committee members are identified in the following table:

Trustees

Audit

Compensation

Finance

Nominating

Corporate

Governance

Party

Matters

Risk

Non-Management Trustees

Scott W. Carnahan

✓

Donna M. Corley

✓

Preston DuFauchard*

✓

Nancy McAllister

✓

Setareh (SiSi) Pouraghabagher

✓

Renee R. Schultz

✓

Stacey D. Stewart

✓

Management Trustees

David A. Spector ^†

Doug Jones

† – Chairman of the Board

* – Independent Lead Trustee

CC – Committee Chair


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		CORPORATE GOVERNANCE

The primary responsibilities, membership and meeting information for the Board committees are summarized below:



Audit Committee				Primary Responsibilities
Members:				The Audit Committee assists our Board in overseeing: • our accounting and financial reporting processes; • the integrity and audits of our financial statements; • our internal control function; • our compliance with related legal and regulatory requirements; • the effectiveness of our compliance programs as they relate to applicable laws and regulations governing securities, financial and accounting matters; • processes to generate statutory reports related to climate and environmental risks; • the framework established to monitor major financial risk exposures; • the qualifications and independence of our independent registered public accounting firm; and • the performance of our independent registered public accounting firm and our internal auditors. The Audit Committee is also responsible for preparing an audit committee report to be included in our annual proxy statement, reviewing and discussing management’s discussion and analysis of financial condition and results of operations to be included in our SEC filings, the engagement, retention and compensation of our independent registered public accounting firm, reviewing with our independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by our independent registered public accounting firm, considering the range of audit and permissible non-audit fees, and reviewing the adequacy of our internal accounting controls.
Setareh (SiSi) Pouraghabagher, Chair Scott W. Carnahan Preston DuFauchard
Meetings in 2025: 12
Ms. Pouraghabagher and Mr. Carnahan are each an “audit committee financial expert,” as that term is defined by the SEC. Each member of the Audit Committee is “financially literate” under the rules of the NYSE. Our Board has determined that all of the trustees serving on the Audit Committee are independent under the applicable rules of the NYSE and SEC. For additional information on the Audit Committee, please see the section below entitled “Report of the Audit Committee.”



Compensation Committee				Primary Responsibilities
Members:				The principal functions of the Compensation Committee are to: • evaluate the performance of our Chief Executive Officer and other executive officers; • review and/or recommend to the Board the compensation of our Chief Executive Officer and other executive officers; • adopt and administer compensation policies, plans and benefit programs for our executive officers and all other members of our executive team; • review and recommend to our Board compensation plans, policies and programs; • prepare the Compensation Committee report on executive compensation to be included in our annual proxy statement; • review and discuss our compensation discussion and analysis to be included in our annual proxy statement; • recommend to our Board the compensation for our independent trustees; and • administer the 2019 Equity Incentive Plan. The Compensation Committee may form, and delegate authority to, subcommittees when it deems appropriate to the extent permitted under applicable law.
Renee R. Schultz, Chair Nancy McAllister Stacey D. Stewart
Meetings in 2025: 4
Our Board has determined that all of the trustees serving on our Compensation Committee are independent under the applicable rules of the NYSE and SEC.


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		CORPORATE GOVERNANCE



Finance Committee				Primary Responsibilities
Members:				The Finance Committee is responsible for overseeing the financial objectives, policies, procedures and activities of our Company, including a review of our capital structure, sources of funds, liquidity and financial position. In connection with these responsibilities of the Finance Committee, its principal functions are to: • review, assess and monitor our capital structure, liquidity, capital adequacy and reserves; • review and assess any policies we may establish from time to time that relate to our liquidity management, capital structure and dividend approvals; • review our short- and long-term investment strategy, investment policies and the performance of our investments; • review our mortgage loan sale and securitization activities; • monitor our capital budget; and • review our policies and procedures on hedges, swaps and other derivative transactions.
Donna M. Corley, Chair Scott W. Carnahan Nancy McAllister Renee R. Schultz
Meetings in 2025: 5
Our Board has determined that all of the trustees serving on the Finance Committee are independent under the applicable rules of the NYSE.



Nominating and Corporate Governance Committee				Primary Responsibilities
Members:				The principal functions of the Nominating and Corporate Governance Committee are to: • seek, consider and recommend to the full Board qualified candidates for election as trustees and then recommend nominees for election as trustees at the annual meeting of shareholders; • recommend to the Board individuals qualified to be appointed as our Company’s executive officers; • periodically prepare and submit to our Board for adoption the Nominating and Corporate Governance Committee’s selection criteria for trustee nominees; • review and make recommendations to our Board on matters involving the general operation of our Board and our corporate governance guidelines; • annually recommend to our Board nominees for each of its committees; • annually assess our stock ownership guidelines; • annually facilitate the assessment of the performance of the individual committees and our Board as a whole and reporting thereon to our Board; and • oversee our policies, practices and initiatives regarding corporate sustainability.
Stacey D. Stewart, Chair Preston DuFauchard Donna M. Corley
Meetings in 2025: 4
Our Board has determined that all of the trustees serving on the Nominating and Corporate Governance Committee are independent under the applicable rules of the NYSE.


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		CORPORATE GOVERNANCE



Related Party Matters Committee				Primary Responsibilities
Members:				The principal functions of the Related Party Matters Committee are to: • establish policies and procedures related to the identification and management of certain transactions, and resolve other potential conflicts of interest, between us and any of our subsidiaries, on the one hand, and our Manager, our Servicer and their affiliates, on the other hand; • establish policies and procedures related to the identification of any other transactions in which certain related parties, including our trustees, executive officers and their family members, have a direct or indirect interest; • oversee and administer all such policies; and • review, approve and, if necessary, make recommendations to the Board regarding all such transactions, including, but not limited to, our management agreement, flow servicing agreement, mortgage banking services agreement, MSR recapture agreement, and mortgage loan purchase agreement with our Manager, our Servicer and their affiliates, and any amendments of or extensions to such agreements. Since 2013, Mr. Joseph Sturtevant has been engaged by the Related Party Matters Committee as its outside independent consultant. In such role, Mr. Sturtevant provides the Related Party Matters Committee with financial consulting relating to, and monitoring and analysis of, our various fee arrangements and related party transactions with our Manager, our Servicer and their affiliates.
Scott W. Carnahan, Chair Preston DuFauchard Setareh (SiSi) Pouraghabagher Renee R. Schultz
Meetings in 2025: 4
Our Board has determined that all of the trustees serving on the Related Party Matters Committee are independent under the applicable rules of the NYSE.



Risk Committee				Primary Responsibilities
Members:				The principal function of the Risk Committee is to assist our Board in fulfilling its oversight responsibilities relating to the Company’s overall risk profile and management’s approach for assessing, monitoring and controlling such risks. In carrying out its duties, the responsibilities of the Risk Committee include, but are not limited to, the following: • reviewing, discussing and overseeing our Manager’s establishment and operation of its enterprise risk management (and any significant changes thereto) in relation to our Company; • reviewing annually our Manager’s enterprise risk management policies; • overseeing our Manager’s responsibilities for key risks, including production and servicing risks, credit risks, mortgage compliance risks, information technology and cybersecurity risks, climate risks, litigation risks and such other risks as may be identified by management from time to time; and • directing our Manager to evaluate the effectiveness of its risk management.
Nancy McAllister, Chair Donna M. Corley Preston DuFauchard
Meetings in 2025: 4
Our Board has determined that all of the trustees serving on the Risk Committee are independent under the applicable rules of the NYSE.


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		CORPORATE GOVERNANCE

Board of Trustees and Committee Meetings

During Fiscal 2025, our Board held eight meetings. All trustees are expected to make every effort to attend all meetings of the Board and meetings of the committees of which they are members. Each trustee attended at least 75% of the aggregate number of meetings held in Fiscal 2025 for the period during which such trustee served with respect to meetings of our Board and each committee on which such trustee served.

Executive Sessions of the Independent Trustees

Our Corporate Governance Guidelines require that our Board hold at least four regularly scheduled meetings each year and that our independent trustees meet in executive session without management on a regularly scheduled basis. These executive sessions, which are designed to promote unfettered discussions among our independent trustees, are presided over by the independent lead trustee, Mr. DuFauchard.

Board of Trustee Attendance at the 2025 Annual Meeting of Shareholders

We expect each member of the Board to attend our annual meetings of shareholders except for absences due to causes beyond the reasonable control of the trustee. All trustees attended the 2025 annual meeting of shareholders.

Board Evaluations

The charters of each of the Audit Committee, Compensation Committee, Finance Committee, Nominating and Corporate Governance Committee, Related Party Matters Committee and Risk Committee require an annual performance evaluation. The Nominating and Corporate Governance Committee oversees the annual Board assessment process and the implementation of the annual committee assessments. The performance evaluations may be conducted by the Chair of the Nominating and Corporate Governance Committee or by engaging an external evaluator. The key areas of focus for the evaluation are Board operations, Board accountability and committee performance. The results of the evaluation are reviewed with each respective committee and the full Board. Below is an example of the board evaluation process led by the Nominating and Corporate Governance Chair.


Commencement	Evaluation	Analysis	Findings	Follow-Up

The Nominating and Corporate Governance Committee Chair develops a comprehensive questionnaire to serve as the basis for the interview with each trustee.	Questionnaires are distributed and the Chair interviews each trustee, soliciting feedback on the effectiveness of the Board and the trustees individually including on Board size, compositions, Board and committee structure and overall performance.	The Chair synthesizes the interview discussions and prepares a summary of findings and themes for the Nominating and Corporate Governance Committee.	The Chair presents findings and themes to the Board, which discusses the findings.	Results requiring additional considerations are addressed at subsequent meetings and reported back to the Board, where appropriate.

Codes of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics, which sets forth the basic principles and guidelines for resolving various legal and ethical questions that may arise in the workplace and in the conduct of our business. The Code of Business Conduct and Ethics is applicable to trustees, officers and employees.

In addition, we have adopted a Code of Ethics for the Chief Executive Officer and Senior Financial Officers, which sets forth specific policies to guide these individuals in the performance of their duties. The Code of Business Conduct and Ethics and the Code of Ethics for the Chief Executive Officer and Senior Financial Officers are available on our website at pmt.pennymac.com. Trustees, officers and any employees


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		CORPORATE GOVERNANCE

are also encouraged to anonymously report suspected violations of the Code of Business Conduct and Ethics through various means, including a toll-free hotline available 24 hours a day, seven days a week.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines, available on our website at pmt.pennymac.com, which, in conjunction with the charters and key practices of the committees of our Board, provide the framework for the governance of our Company. Pursuant to the majority voting standard in our Second Amended and Restated Bylaws, our Corporate Governance Guidelines also provide that if any nominee for trustee in an uncontested election fails to receive a majority vote for election or re-election, if so required, the trustee will promptly tender to the Board for its consideration his or her offer to resign from the Board.

Communications with our Board of Trustees

Our shareholders and other interested persons may send written communications to the Board, committees of the Board and individual trustees (including our independent lead trustee or the independent/non-management trustees as a group) by mailing those communications to:

Board of Trustees / Board Committee / Trustee(s)

c/o PennyMac Mortgage Investment Trust

Attn: Corporate Secretary

3043 Townsgate Road

Westlake Village, California 91361

Generally, these communications are sent by us directly to the specified addressee. Any communication that is primarily commercial, offensive, illegal or otherwise inappropriate, or does not substantively relate to the duties and responsibilities of our Board, may not be forwarded.


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		CORPORATE SUSTAINABILITY

Corporate Sustainability

Stakeholder Engagement

Our corporate sustainability approach starts with acknowledging that our stakeholders and those of our manager are the beneficiaries of our growth and success as an enterprise.

LOGO

Our DNA

Our core values and DNA are centered on being the most trusted partner to our stakeholders.

LOGO


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		CORPORATE SUSTAINABILITY

Corporate Sustainability Priorities Aligned with our Strategic Objectives

With oversight from our Board and its various committees, we are committed to being responsive to our stakeholders as it relates to managing the impacts of our business activities and continuously improving our corporate sustainability and related disclosures. Our Board believes that it is important to establish a robust corporate sustainability program and framework that will support our corporate initiatives. Our corporate sustainability report is prepared by our Senior Managing Director and Chief Human Resources Officer and our Managing Director, Corporate Sustainability. We maintain a corporate sustainability policy, which defines the framework requirements and governing platform for how we identify and manage corporate sustainability impacts of our operations in furtherance of our strategic plans.

Board and Management Oversight

Policies and Procedures

Monitoring and Evaluation

Sustainability Reporting

We maintain a pay-for-performance culture but we also acknowledge that our core business centered on the essential public good of homeownership serves a broader purpose. Mortgage banking-related investments and production activities allow us to help fund and facilitate home purchases and refinancing activity that make homes more affordable. We also encourage and support our corporate sustainability objectives through our Board governance, our operations and through our community commitments. Our corporate sustainability priorities promote our long-term growth that benefits all of our shareholders, officers, housing industry customers and other stakeholders. We hold ourselves accountable for managing the corporate sustainability impact of our business activities through a number of operational initiatives.

We and our Manager seek to operate our facilities in an environmentally sustainable manner that manages our impact on the environment by investing in sustainable products and services, committing to increased waste recycling, focusing on energy efficiency and engaging in conservative water consumption practices. We and our Manager are committed to environmental sustainability and energy conservation and recognize the importance of being a responsible steward of the environment.

Corporate Sustainability and Board Committee Oversight

Our Board has established a set of principles, guidelines and practices that support sustainable financial performance and long-term value creation for our stakeholders supported by Board committee oversight:



Nominating and Corporate Governance Committee		Review of our corporate sustainability policies, practices and initiatives, including workplace engagement, community involvement, corporate governance and stakeholder reports.

Audit Committee		Review of our financial disclosures, human capital disclosures and reports related to climate and environmental risks.

Compensation Committee		Review of financial and nonfinancial compensation measures in determining executive compensation, managing talent and assessing our Say-on-Pay voting results.

Risk Committee		Review of the physical and transition environmental risks impacting properties that we own or that collateralize loans we own, or locations where we conduct operations.


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		CORPORATE SUSTAINABILITY

Board and Workforce Composition

Our Board maintains a policy regarding the evaluation of trustee candidates which states that the Board in its selection of trustee candidates will consider the overall Board balance of a broad spectrum of backgrounds, perspectives and experiences. Our Board has also established trustee selection criteria which provides that the Board in its selection of trustee candidates may consider a number of factors that contribute to a wide range of skills and perspectives, including personal and professional backgrounds that contribute to a broad range of viewpoints on the Board. All of our senior officers are employees of PFSI or its affiliates and we had no employees as of the end of Fiscal 2025. PFSI maintains a workplace representing a broad spectrum of backgrounds, ideas, perspectives and experiences. PFSI had approximately 4,900 domestic employees as of the end of fiscal year 2025.

Workplace Retention and Development

We and PFSI believe in attracting, developing and retaining highly skilled talent, while providing a supportive work environment that prioritizes the safety and wellness of officers and employees. Talent development is a critical component of the officer and employee experience and ensures that all officers and employees have career growth opportunities, including establishing development networks and relationships and fostering continued growth and learning. Officers and employees receive regular business and compliance training to help further enhance their career development objectives. PFSI also actively manages enterprise-wide and divisional mentoring programs and has partnered with an external vendor to establish a comprehensive, fully integrated wellness program designed to enhance employee productivity.

Compensation and Succession Planning

PFSI’s and our compensation programs are designed to motivate and reward officers who possess the necessary skills to support our business strategy and create long-term value for our shareholders. Compensation may include base salary, annual cash incentives, and long-term equity incentives, as well as life insurance and 401(k) plan matching contributions. PFSI also offers a comprehensive selection of health and welfare benefits to PFSI’s employees including emotional well-being support and paid parental leave programs. Succession planning is also critical to our operations and we have established ongoing evaluations of our leadership depth and succession capabilities.

Workplace Engagement

We and PFSI believe that building a high-performing, talented and engaged workforce where employees and officers bring varied perspectives and experiences to work every day creates a positive influence in our workplace, our business operations and the communities we serve. We and PFSI prioritize several initiatives that strengthen our workplace culture, including our leadership standards, mentorship programs, business resource groups, and on-site and division-based culture and engagement teams. We and PFSI actively monitor trends in our workforce and prioritize programs to ensure that employees and officers have an opportunity to learn, grow, and thrive. Our Board and board committees also oversee human capital resource programs and initiatives.

Community Involvement

PFSI’s corporate philanthropy program is governed by a philosophy of giving that prioritizes the support of causes and issues of importance in our local communities, and drives a culture of workplace engagement and collaboration throughout our and PFSI’s organizations. We and PFSI empower our officers and employees to be a positive influence in the community, which we believe cultivates a sense of purpose and connection that boosts productivity and engagement, increases job satisfaction, and ultimately improves workplace retention.

PFSI’s philanthropy program consists of key components – an employee matching gifts program, a volunteer grants program, a charitable grants program and a corporate sponsorship program – facilitated in part by a separate donor advised fund. Through this fund, PFSI provides support to local charities near its office sites and national organizations aligned with PFSI’s five philanthropic focus areas: community development and affordable housing, financial literacy and economic inclusion, human and social services, health and medical research, and environmental sustainability. Within these core areas, we and PFSI proudly support missions such as sustainable homeownership, mortgage and rental assistance, economic empowerment, food insecurity, disaster relief, and family and child services.


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		PROPOSAL 1 – ELECTION OF TRUSTEES

Proposal 1 – Election of Trustees

We have nine current trustees. Catherine Lynch, a trustee since 2022, passed away on March 26, 2026, and we are deeply saddened by her passing and extremely grateful for her past services and contributions to the Company and our Board.

We have three classes of trustees. The Board has nominated Preston DuFauchard, Nancy McAllister, and Stacey D. Stewart for election as Class II trustees, and each nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. If our Class II trustees are elected at this year’s Annual Meeting, they will serve until our annual meeting of shareholders in 2029 and until their successors have been duly elected and qualified. Our Class III trustees will serve until our annual meeting of shareholders in 2027 and until their successors have been duly elected and qualified. Our Class I trustees will serve until our annual meeting of shareholders in 2028 and until their successors have been duly elected and qualified. Our Board is considered a staggered board, which means that our trustees are classified into three classes with staggered three-year terms.

Majority Voting Standard in an Uncontested Election of Trustees

Because this is considered an uncontested election under our Company’s Second Amended and Restated Bylaws, a nominee for trustee is elected to the Board if he or she receives a majority of the votes cast for his or her election, meaning the number of shares voted for such nominee’s election exceeds the number of shares voted against such nominee’s election. Abstentions and broker non-votes will not affect the election of trustees. In tabulating the voting results for the election of trustees, only “FOR” and “AGAINST” votes are counted. If an incumbent trustee receives a greater number of votes against his or her election than votes for such election, such trustee shall tender his or her resignation as provided in our Company’s Corporate Governance Guidelines. The Nominating and Corporate Governance Committee of the Board will then act on an expedited basis to determine whether to accept the trustee’s tendered resignation and will submit such recommendation for prompt consideration by the Board. In considering whether to accept or reject the tendered resignation, the Nominating and Corporate Governance Committee and the Board will consider any factors they deem relevant.

OUR BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE FOR OUR CLASS II TRUSTEE NOMINEES TO SERVE UNTIL OUR 2029 ANNUAL MEETING OF SHAREHOLDERS AND UNTIL THEIR RESPECTIVE SUCCESSORS ARE DULY ELECTED AND QUALIFIED.

The following paragraphs provide the name, age and business experience of each trustee nominee up for election at the Annual Meeting and each continuing trustee up for election at our annual meeting of shareholders in 2027 or 2028. Immediately following the description of each trustee’s business experience is a description of the particular experience, skills and qualifications that were instrumental in the Nominating and Corporate Governance Committee’s determination that the trustee should serve on our Board.



Name	Age		Position

David A. Spector		63	Chairman, Class III

Scott W. Carnahan		72	Trustee, Class I

Donna M. Corley		52	Trustee, Class I

Preston DuFauchard		69	Independent Lead Trustee, Class II

Doug Jones		69	Trustee, Class III

Nancy McAllister		66	Trustee, Class II

Setareh (SiSi) Pouraghabagher		55	Trustee, Class III

Renee R. Schultz		57	Trustee, Class I

Stacey D. Stewart		62	Trustee, Class II


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		PROPOSAL 1 – ELECTION OF TRUSTEES

Trustee Nominees

Class II Trustees – Current Term to Expire in 2026 (2029 Subject to Election)


PRESTON DUFAUCHARD Independent Lead Trustee				Mr. DuFauchard has been a member of our Board since November 2012. Mr. DuFauchard is also our independent lead trustee. Mr. DuFauchard served as the chief executive officer of West Oakland Health Council from August 2018 until 2021. From April 2016 until February 2017, he served as general counsel of Robertson Stephens, a global investment advisory firm for high net worth individuals, family offices, institutions and corporations. Prior thereto, Mr. DuFauchard had served as an independent consultant since January 2012. From 2006 through December 2011, Mr. DuFauchard served as the commissioner of the California Department of Corporations. From 1997 to 2006, Mr. DuFauchard was employed at Bank of America Corporation, a diversified financial services firm, where he held the title of assistant general counsel. Mr. DuFauchard currently serves on the board of directors of First Federal of San Rafael. Mr. DuFauchard holds a B.A. from Stanford University and a J.D. from the University of California, Berkeley School of Law. We believe Mr. DuFauchard is qualified to serve on our Board because of his strong business experience and leadership as the chief executive officer of a state agency, his extensive legal and regulatory background, and his understanding of the mortgage banking business.

Board Member Since: 2012 Age: 69
Committees: • Audit • Nominating and Corporate Governance • Related Party Matters • Risk


NANCY MCALLISTER				Ms. McAllister has been a member of our Board since November 2012. Ms. McAllister has served as a senior advisor of Star Mountain Capital, LLC and Star Mountain Stimulus Fund, L.P., private equity firms that invest in small and medium size businesses, since April 2013. From November 2008 through May 2011, Ms. McAllister served as a Managing Director and Americas co-head of the Financial Institutions Group within the Investment Banking division of Credit Suisse Securities (USA) LLC, a diversified financial services firm. From 1991 to September 2008, Ms. McAllister was employed by Lehman Brothers, Inc., where she held a variety of executive positions, including managing director and co-head of the depository institutions and debt capital markets groups. Ms. McAllister served on the board of directors of People’s United Financial, Inc., a diversified financial services company, from September 2013 until April 2022. Ms. McAllister holds a B.A. from the University of Virginia. We believe Ms. McAllister is qualified to serve on our Board because she is a seasoned business executive with deep knowledge of the capital markets and significant experience in financial services, including investment banking.

Board Member Since: 2012 Age: 66
Committees: • Compensation • Finance • Risk (Chair)


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		PROPOSAL 1 – ELECTION OF TRUSTEES


STACEY D. STEWART				Ms. Stewart has been a member of our Board since August 2009. Ms. Stewart has served as the Chief Executive Officer of Mothers Against Drunk Driving (MADD) since January 2023. From November 2016 to November 2022, she served as President and Chief Executive Officer of the March of Dimes, a leading nonprofit organization. From June 2009 to November 2016, Ms. Stewart served in a variety of executive positions, including President of United States operations and Executive Vice President for Community Impact Leadership and Learning, at United Way Worldwide, the world’s largest charitable organization. From February 2007 to April 2009, Ms. Stewart was a Senior Vice President of Fannie Mae, a government-sponsored enterprise that supports liquidity and stability in the secondary mortgage market. She has served as a board member of Hologic, Inc. (Nasdaq: HOLX) since January 2023. Ms. Stewart holds an A.B. from Georgetown University and an M.B.A. from the University of Michigan. We believe Ms. Stewart is qualified to serve on our Board because of her strong experience in the mortgage sector and proven leadership of charitable organizations, the primary focus of which is housing and homeownership within underprivileged communities.

Board Member Since: 2009 Age: 62
Committees: • Compensation • Nominating and Corporate Governance (Chair)

Continuing Trustees

Class III Trustees – Term to Expire in 2027


DAVID A. SPECTOR				Mr. Spector has been a member of our Board since our formation in May 2009 and has been our Chairman and Chief Executive Officer since February 2021 and prior thereto as our President and Chief Executive Officer since January 2017. He served as our Executive Managing Director, President and Chief Operating Officer from February 2016 through December 2016 and, prior thereto, as President and Chief Operating Officer since May 2009. Mr. Spector also serves as Chairman and Chief Executive Officer of PFSI and has served in a variety of similar executive positions at PFSI and its affiliates from its founding in January 2008. Prior to joining PFSI and its affiliates, Mr. Spector was co-head of global residential mortgages for Morgan Stanley, a global financial services firm, based in London. Before joining Morgan Stanley in September 2006, Mr. Spector was the senior managing director, secondary marketing, at Countrywide, where he was employed from May 1990 to August 2006. Mr. Spector holds a B.A. from the University of California, Los Angeles. We believe Mr. Spector is qualified to serve on our Board because of his experience as a member of our executive management team and as an experienced executive with broad mortgage banking expertise in portfolio investments, interest rate and credit risk management, and capital markets activity that includes pricing, trading and hedging.

Board Member Since: 2009 Age: 63


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		PROPOSAL 1 – ELECTION OF TRUSTEES


DOUG JONES				Mr. Jones has been a member of our Board since March 2023 and has been our President and Chief Mortgage Banking Officer since March 2021. Prior thereto, he served as the Company’s Senior Managing Director and Chief Mortgage Banking Officer from January 2017, as well as in a number of key executive positions since 2012. Mr. Jones also serves as Director, President and Chief Mortgage Banking Officer of PFSI and has served in a variety of similar executive positions at PFSI and its affiliates since June 2011. Mr. Jones is responsible for all business activities relating to mortgage banking operations. Prior to joining PFSI and its affiliates, Mr. Jones worked in several executive positions, including senior vice president, mortgage banking at Countrywide (and Bank of America Corporation, as its successor) from 1997 until 2011, where he was responsible for managing and overseeing mortgage banking and correspondent and warehouse lending operations among other roles. Mr. Jones earned a B.A. in economics from California State University, Sacramento. We believe Mr. Jones is qualified to serve on our Board because he is an experienced mortgage banking executive with significant experience in the correspondent production and direct lending businesses.

Board Member Since: 2023 Age: 69


SETAREH (SISI) POURAGHABAGHER				Ms. Pouraghabagher has been a member of our Board since June 2024. Ms. Pouraghabagher is an adjunct professor in the Accounting Department of Orfalea College of Business at California Polytechnic State University, San Luis Obispo. She was formerly the Chief Administrative Officer for QBE North America, a global insurer, through 2013. Prior to QBE, she held Chief Financial Officer and Chief Operations Officer roles at Balboa Insurance (subsidiary of Bank of America and formerly Countrywide) from 2002 through 2011, through their sale to QBE. She formerly served as Chief Financial Officer for private technology companies in Orange County, California from 1997 through 2001. Ms. Pouraghabagher commenced her career as an auditor at Deloitte & Touche LLP and earned her CPA license in 1997. Ms. Pouraghabagher serves as an independent director and audit committee chair for Private Bancorp of America, Point B, and Frontier Medicines. She formerly served as independent director and audit committee chair for State Auto Financial Corporation (NASDAQ: STFC) through their sale to Liberty Mutual. She holds a B.A. in Accounting & Finance from California Polytechnic State University, San Luis Obispo and holds an active CPA license. We believe Ms. Pouraghabagher is qualified to serve on our Board because she is a seasoned financial executive with extensive knowledge of banking, insurance and accounting.

Board Member Since: 2024 Age: 55
Committees: • Audit (Chair) • Related Party Matters


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		PROPOSAL 1 – ELECTION OF TRUSTEES

Continuing Trustees

Class I Trustees – Term to Expire in 2028


SCOTT W. CARNAHAN				Mr. Carnahan has been a member of our Board since August 2009. Mr. Carnahan is a Senior Advisor to FTI Consulting, Inc., a global advisory firm, since April 2023 and had served as Senior Managing Director at FTI Consulting, Inc. from May 2014 through March 2023. Prior thereto, Mr. Carnahan had provided financial and accounting consulting services to various financial institutions since April 2007. From 1992 to 1998 and from 2000 to 2007, Mr. Carnahan was an audit and consulting partner at the professional services firm of KPMG LLP. He has served as a board member of Consumer Portfolio Services, Inc. (Nasdaq: CPSS) since February 2026. Mr. Carnahan holds a B.A. and an M.B.A. from the University of California, Irvine and is a CPA. We believe Mr. Carnahan is qualified to serve on our Board because he has both accounting and financial expertise, due to his experience at KPMG LLP, as well as a fundamental understanding of the mortgage lending business.

Board Member Since: 2009 Age: 72
Committees: • Audit • Finance • Related Par

SEC Form DEF 14A filed by PennyMac Mortgage Investment Trust