Form 8-K

8-K — PennyMac Financial Services, Inc.

Accession: 0001104659-26-120224

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0001745916

SIC: 6162 (MORTGAGE BANKERS & LOAN CORRESPONDENTS)

Item: Entry into a Material Definitive Agreement

Item: Results of Operations and Financial Condition

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — tm2628494d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2628494d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2628494d1_ex10-2.htm)

EX-99.1 — EXHIBIT 99.1 (tm2628494d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2628494d1_ex99-2.htm)

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8-K — FORM 8-K

8-K (Primary)

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2026-10-29

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 29, 2026

PennyMac

Financial Services, Inc.

(Exact name of registrant as specified in

its charter)

Delaware

001-38727

83-1098934

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3043 Townsgate Road, Westlake Village, California

91361

(Address of principal executive offices)

(Zip Code)

(818) 224-7442

(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 Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name

of each exchange on which registered

Common Stock, $0.0001 par value

PFSI

New York Stock Exchange

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 ¨

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 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

Employment Agreements

On October 29, 2026, PennyMac Financial Services, Inc. (the “Company”)

and Private National Mortgage Acceptance Company, LLC (“PNMAC”), its wholly-owned subsidiary, entered into amended employment

agreements with David A. Spector (the “Amended Spector Agreement”) and Doug Jones (the “Amended Jones Agreement”

and together with the Amended Spector Agreement, the “Amended Employment Agreements”). Mr. Spector shall continue to serve

as Chairman and Chief Executive Officer of the Company and Chief Executive Officer of PNMAC throughout the term of the Amended Spector

Agreement. Mr. Jones shall continue to serve as President and Chief Mortgage Banking Officer of the Company and PNMAC throughout the term

of the Amended Jones Agreement. The material terms of the Amended Spector Agreement and the Amended Jones Agreement are described in Item

5.02 of this report.

Item 2.02 Results

of Operations and Financial Condition.

On October

29, 2026, the Company issued a press release and a slide presentation announcing its financial results for the fiscal quarter ended September

30, 2026. Copies of the press release and the slide presentation used in connection with the Company’s presentation of financial

results were made available on October 29, 2026, and are furnished as Exhibit 99.1 and Exhibit 99.2, respectively. In

addition, the Company has made other supplemental financial information for the fiscal quarter ended September 30, 2026 available on

its website at pfsi.pennymac.com.

The information in Item 2.02 of this report,

including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange

Act of 1934, or subject to Section 18 liabilities, nor shall it be deemed incorporated by reference into any disclosure document relating

to the Company, except to the extent, if any, expressly set forth by specific reference in such document.

Item 5.02 Departure of Directors or Certain Officers; Election of

Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Officer Changes – Daniel S. Perotti

and Kevin Ryan

October 29, 2026, the Company issued a press release furnished as Exhibit 99.1 announcing changes in the roles of certain officers

in conjunction with its financial results for the fiscal quarter ended September 30, 2026.

Daniel S. Perotti, the Company’s Senior

Managing Director and Chief Financial Officer, will resign from that role as of December 31, 2026, and will continue with the Company

in an advisory role.

Kevin

Ryan, age 55, the Company’s Executive Managing Director and Chief Strategy Officer, will be appointed the Company’s Chief

Financial Officer on January 1, 2027. Prior to joining the Company in October 2025,

Mr. Ryan served as President and Chief Financial Officer at Better Home & Finance Holding Company from October 2020 to October 2025,

where he managed all of the finance, accounting, markets and risk functions. Previously, Mr. Ryan worked in several executive positions

during his more than two decades at Morgan Stanley, most recently as a Managing Director in the Investment Banking division where he served

as the Co-Head of Banks and Diversified Finance, covering financial technology companies, banks, consumer finance companies and mortgage

companies. Mr. Ryan earned a B.A. from Rutgers University and a J.D. from the University of Virginia. There are no arrangements

or understandings between Mr. Ryan and any other persons pursuant to which he was appointed as an executive officer. There are no

family relationships between Mr. Ryan and any director, executive officer or any other person nominated or chosen by the Company

to become a director or executive officer. There are no related person transactions within the meaning of Item 404(a) of Regulation S-K

between Mr. Ryan and the Company.

Amended Employment Agreements – David A. Spector and Doug

Jones

As described in Item 1.01 of this report, the Company and PNMAC entered

into an Amended Spector Agreement and an Amended Jones Agreement with Mr. Spector and Mr. Jones that extended Mr. Spector’s term

through December 31, 2031, and Mr. Jones’ term through June 30, 2027.

Amended

Employment Agreements - Base Salary and Incentive Compensation

During the terms of their Amended Employment Agreements, Mr. Spector

and Mr. Jones shall each receive an annual base salary as determined by the Company’s Board of Directors (the “Board”),

at least as favorable as base salaries paid to other senior executives and shall each be entitled to receive annual cash and equity incentive

compensation, with such compensation awarded at levels based on annual performance targets determined by the compensation committee of

the Board. All future equity awards will be granted pursuant to the Company’s 2022 Equity Incentive Plan (the “2022 Plan”)

(or any successor plan thereto) and subject to vesting requirements as specified in the relevant award agreements.

Amended

Employment Agreements - Other Benefits and Perquisites

The

Amended Employment Agreements provide for the annual accrual of twenty days of paid time off for Mr. Spector and Mr. Jones, in each case

at the executive’s regular base pay rate during each year of the term. The Amended Employment Agreements also provide for

medical benefits, reimbursement for expenses related to tax advice and financial counseling, reimbursement of reasonable business expenses,

and participation in such other benefits programs as are provided to the Company’s executives generally.

Amended

Employment Agreements - Payments Upon Specified Termination Events

Pursuant to the Amended Employment Agreements, upon a termination due

to death or disability, a termination by the Company other than for cause (as defined in the Amended Employment Agreements), a termination

by the executive for good reason (as defined in the Amended Employment Agreements), or a termination as a result of a change of control

(as defined in the 2022 Plan, or any other equity incentive plan adopted by the Company), in addition to any other amounts required by

law to be paid to him, the executive would be entitled to any bonus earned but unpaid for the year prior to the year in which the termination

date occurs and the pro rata portion of any bonus earned but unpaid for the year during which the termination date occurs. In any such

termination event, any unvested equity awards granted pursuant to any equity incentive plan shall vest immediately. The Company will also

generally reimburse the executive or his estate for any amounts paid by him or his estate for coverage of him and his family under the

Company’s group health medical benefits plan pursuant to the Consolidated Omnibus Budget Reconciliation Act, or COBRA, for as long

as the executive or his family is eligible to receive such benefits under COBRA. Upon a termination due to death, the executive’s

estate will also receive a continuing payment of the executive’s annual base salary as of the termination date for a period of six

months following such termination.

Upon a termination of Mr. Spector’s or Mr. Jones’ employment

as a result of a change of control the executive shall also receive a severance payment equal to three (3) years of annual base salary

plus three (3) years of incentive compensation (based on the average bonus received in the most recent two years), with such amounts to

be paid in 24 monthly installments. In the event of a termination by the Company other than for cause, or by the executive for good reason,

in each case not in connection with a change of control, the executive shall receive a severance payment equal to two and one-half (2.5)

years of annual base salary plus two and one-half (2.5) years of incentive compensation (based on the average bonus received in the most

recent two years), payable in 24 monthly installments. Upon termination of Mr. Spector’s or Mr. Jones’ employment by the Company

or PNMAC for cause, the executive shall receive his annual base salary through the termination date, any accrued but unused paid time

off and reimbursement of any unreimbursed incurred expenses.

Amended

Employment Agreements - Consulting Services

Upon the expiration of the term of the Amended Spector Agreement or

upon a retirement, Mr. Spector shall serve as a consultant to the Company for an 18-month period commencing on the expiration date or

retirement date. During the consulting period, Mr. Spector will receive a consulting fee of $3.0 million, payable in 18 equal monthly

installments; provided, however, that such compensation will cease if the executive engages in services for a business that competes with

the Company.

Upon the expiration of the term of the Amended Jones Agreement or upon

a retirement, Mr. Jones shall serve as a consultant to the Company for an 18-month period commencing on the expiration date or retirement

date. During the consulting period, Mr. Jones will receive a consulting fee of $2.0 million, payable in 18 equal monthly installments;

provided, however, that such compensation will cease if the executive engages in services for a business that competes with the Company.

The foregoing descriptions

of the Amended Spector Agreement and the Amended Jones Agreement do not purport to be complete and are qualified in their entirety by

reference to the full text of such agreements, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Amended Employment Agreement, dated October 29, 2026, among David A. Spector, Private National Mortgage Acceptance Company, LLC and PennyMac Financial Services, Inc.

10.2

Amended Employment Agreement, dated October 29, 2026, among Doug Jones, Private National Mortgage Acceptance Company, LLC and PennyMac Financial Services, Inc.

99.1

Press Release, dated October 29, 2026, issued by PennyMac Financial Services, Inc. pertaining to its financial results for the fiscal quarter ended September 30, 2026.

99.2

Slide Presentation for use beginning on October 29, 2026 in connection with a presentation of financial results for the fiscal quarter ended September 30, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

PENNYMAC FINANCIAL SERVICES, INC.

Dated: October 29, 2026

/s/ Daniel S. Perotti

Daniel S. Perotti

Senior Managing Director and Chief Financial Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2628494d1_ex10-1.htm · Sequence: 2

EXHIBIT 10.1

AMENDED EMPLOYMENT

AGREEMENT

This

Amended Employment Agreement (the “Agreement”) is effective the 29th day of October, 2026 (the “Effective

Date”), among Private National Mortgage Acceptance Company, LLC (“PNMAC”) and PennyMac Financial Services, Inc.

(“PFSI”), each having a principal place of business at 3043 Townsgate Road, Westlake Village, CA 91361, and David A. Spector

(“Executive”).

RECITALS

WHEREAS,

PNMAC, a wholly-owned subsidiary of PFSI, is a validly existing Delaware limited liability company duly organized under the Fifth Amended

and Restated Limited Liability Company Agreement Of Private National Mortgage Acceptance Company LLC entered into as of November 1,

2018 (the “PNMAC LLC Agreement”);

WHEREAS,

PFSI is a validly existing Delaware corporation duly organized under the Amended and Restated Certificate of Incorporation filed with

the Securities and Exchange Commission (the “SEC”) on November 1, 2018, as amended, and the Amended and Restated Bylaws

of PennyMac Financial Services, Inc. filed with the SEC on March 18, 2026;

WHEREAS,

Executive currently serves as PFSI’s Chairman as well as PNMAC’s and PFSI’s Chief Executive Officer (“CEO”);

WHEREAS,

PNMAC and PFSI executed an employment agreement with Executive effective January 1, 2023, that, by its terms, will expire on or

before December 31, 2026 (the “December 2022 Employment Agreement”);

WHEREAS,

PNMAC, PFSI, and Executive desire to amend the December 2022 Employment Agreement to extend the Term of Executive’s services

to PFSI and its subsidiaries and to otherwise modify the terms of the December 2022 Employment Agreement; and

Page 1 of 16

WHEREAS,

PNMAC, PFSI, and Executive each has determined that it would be to the advantage and best interest of PNMAC, PFSI, and Executive to enter

into this Agreement to establish the terms under which Executive would continue to render services to PFSI and its subsidiaries.

NOW,

THEREFORE, in consideration of the mutual promises and covenants herein contained, PNMAC, PFSI, and Executive agree that the following

terms and conditions shall apply to Executive’s employment:

AGREEMENT

1.            Term.

PNMAC hereby agrees to employ Executive and Executive hereby accepts employment with PNMAC for the period commencing with the Effective

Date and expiring on December 31, 2031 (the “Expiration Date”) unless earlier terminated in accordance with the provisions

hereof (the “Term”). As used herein, the “Termination Date” shall mean the earlier of the Expiration Date or

the date on which the Agreement is terminated in accordance with the terms hereof and as may be further specified in Section 7(h).

2.            Duties.

Executive shall continue to be employed by PNMAC as CEO of PNMAC and shall also continue to serve as Chairman and CEO of PFSI. Executive

shall report only to the board of directors of PFSI (the “Board”), and shall have general supervision, direction, and control

of the business, officers, and employees of PNMAC. All officers and employees of PNMAC shall report directly or indirectly to Executive.

Executive shall have full latitude to hire, discharge, discipline, promote, and compensate PNMAC officers and employees, and shall have

full managerial and financial authority over PNMAC, subject to such direction and control as the Board may specify from time to time

throughout the Term. The duties and title of Executive may be changed from time to time by the mutual consent of Executive, PFSI, and

PNMAC without resulting in a breach or rescission of this Agreement. Notwithstanding any such change from the duties originally assigned

and specified above, or hereafter assigned, the employment of Executive shall be construed as continuing under this Agreement as modified;

provided, however, that any material diminution in Executive’s duties imposed by PNMAC or PFSI without Executive’s

consent shall be construed as a termination of Executive Other Than for Cause as described in Section 7(d) of this Agreement.

Page 2 of 16

3.            Outside

Activities. During the Term of this Agreement, Executive shall devote all of Executive’s full business time, ability, and attention

to the business of PNMAC and PFSI, including PFSI’s management of PennyMac Mortgage Investment Trust (PMT) through PFSI’s

PNMAC Capital Management, LLC subsidiary. Notwithstanding the foregoing, however, Executive may pursue other appropriate civic, charitable,

or religious activities so long as such activities do not interfere with Executive’s performance of his duties hereunder. In addition,

Executive may engage in other business activities or investments during the Term provided such activities or investments do not compete

with PFSI or its subsidiaries. Executive shall also be permitted to serve on the board of directors of any non-profit entity, subject

to prior full disclosure to the Board.

4.            Board

Appointment. For so long as Executive is employed by PNMAC under this Agreement, Executive shall serve as a member of the Board.

Executive shall fulfill all duties required of a member of the Board without any additional compensation. In the event Executive’s

employment is terminated in accordance with this Agreement or Executive resigns or otherwise becomes unaffiliated with PFSI, Executive

shall, and does hereby agree to, tender his written resignation from the Board effective on the date of termination, resignation, or

non-affiliation.

5.            Compensation

and Benefits.

(a)            Base

Salary. For each Fiscal Year during the Term, PNMAC shall pay or cause to be paid as base salary to Executive an amount that will

be established annually by the Board and its Compensation Committee; provided, however, that Executive’s base salary will

be at least as favorable as the highest base salary paid to any other senior executive at PNMAC. Said base salary shall be payable in

conformity with PNMAC’s normal payroll periods. For purposes of this Agreement, the term “Fiscal Year” shall mean the

period beginning on January 1 and ending on December 31, and the term “Compensation Committee” shall mean the compensation

committee of PFSI.

Page 3 of 16

(b)            Bonus

Compensation. During the Term, Executive shall be eligible to participate in all executive incentive programs offered by PNMAC to

its employees. PNMAC shall pay to Executive for each Fiscal Year during the Term of this Agreement an annual incentive compensation award

that may include both a cash incentive component and an equity incentive component that is separate from and in addition to the equity

incentive compensation described in Section 5(c) below at a level determined by the Board and the Compensation Committee pursuant

to an annual targeting process establishing performance targets and designating incentive compensation to be earned as a result of meeting

those performance targets (the “Bonus”); provided, however, that the annual performance targets established for Executive

and the Bonus to be earned as a result of meeting those targets shall each be set at levels and amounts at least as favorable to Executive

as those for other senior executives at PNMAC. The Bonus shall be paid to Executive in the year following the year to which the Bonus

relates at the same time that such incentive compensation is paid to other PNMAC senior executives, provided that, except as set

forth in Sections 7(a), (b), (d), (e), (f), and (g) or as otherwise provided pursuant to the retirement provisions in PNMAC’s

compensation policy or related procedure as then in effect, Executive must be employed on December 31st of the year to which the

Bonus relates to receive any portion of the Bonus.

Incentive Compensation. PFSI has granted and shall continue to grant to Executive equity incentive compensation pursuant to the terms

of PFSI’s 2013 Equity Incentive Plan, as amended, PFSI’s 2022 Equity Incentive Plan, and/or any other equity incentive plan

adopted by PFSI (collectively, the “EIP”) in a form and amount determined by the Board and the Compensation Committee pursuant

to an annual targeting process establishing performance targets and designating equity incentive compensation to be earned pursuant to

this Section 5(c) as a result of meeting those performance targets; provided, however, that the annual performance targets

established for Executive and the equity incentive compensation to be earned pursuant to this Section 5(c) as a result of meeting

those targets shall each be set at levels and amounts at least as favorable to Executive as those for other senior executives at PFSI

or PNMAC. The equity incentive compensation granted to Executive pursuant to this Section 5(c) shall be granted at the same

time that PFSI grants equity incentive compensation to be earned under the EIP to its other senior executives in respect of such Fiscal

Year (but in no event later than June 30 following the end of such Fiscal Year). Any equity incentive compensation granted to Executive

pursuant to this Section 5(c) shall vest in accordance with the terms set forth in the EIP and the related award document;

provided, however, that notwithstanding anything to the contrary contained in the EIP or any other document, any unvested equity

incentive compensation granted to Executive pursuant to this Section 5(c) shall automatically, immediately and fully vest (and,

in the case of performance-based equity awards, at the target amounts set forth in such awards) (an “Immediate Vesting”)

if any of the following events occur: (i) Executive’s death; (ii) Executive’s Disability as defined in Section 7(a);

(iii) the termination of Executive Other Than for Cause as described in Section 7(d) of this Agreement; (iv) Executive’s

termination of this Agreement for Good Reason as that term is defined in Section 7(d) of this Agreement; or (v) Executive’s

termination following a Change of Control as set forth in Section 7(e) of this Agreement. In addition, because the equity incentive

compensation granted to Executive pursuant to this Section 5(c) may be based on performance criteria that relate to events

occurring after the Executive is no longer employed by PNMAC or PFSI, the performance goals established for Executive shall not be dependent

in any respect on Executive’s individual performance. In the event of a sale, merger, consolidation, reorganization, restructuring,

or transfer of assets of PFSI in which PFSI is not the surviving entity or in which it survives as a subsidiary of another entity (a

“Transaction”), and the shares or equity securities of the surviving entity or parent thereof are publicly traded on a recognized

stock exchange or over-the-counter market, the equity incentive compensation to be granted pursuant to this Section 5(c) after

the date of the Transaction shall be granted in accordance herewith in the form of securities of the surviving entity or parent thereof,

as applicable. To the extent that any of the terms of this Agreement governing Executive’s equity incentive compensation conflict

with anything contained in the EIP or any other document, the terms of this Agreement control and supersede any such contrary provisions.

Page 4 of 16

(d)            Paid

Time Off. During the Term, Executive shall accrue twenty (20) days of paid time off (“PTO”) at Executive’s regular

base pay rate during each Fiscal Year of the Term, prorated for partial years worked, subject to the terms of PNMAC’s employment

benefit policies as they relate to senior executive officers and on terms at least as favorable as provided to other senior executives.

(e)            Medical

Benefits. During the Term, PNMAC shall pay for Executive to undergo an annual comprehensive executive physical appropriate for chief

executives such as Executive. In addition, Executive and Executive’s family shall be entitled to participate in PNMAC’s group

medical insurance benefits, in accordance with PNMAC’s employment benefit policies as they relate to senior executive officers

and their families. If Executive is terminated pursuant to Section 7(a), (b), (d), (e), (f), or (g), PNMAC will reimburse Executive

for any amounts paid by Executive for coverage of Executive and/or Executive’s family under PNMAC’s group health medical

benefits plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for as long as Executive is eligible

to receive such benefits under COBRA, on the condition that Executive timely elects COBRA and provides PNMAC with proof of payment of

the applicable COBRA premiums on a monthly basis; provided, however, that the reimbursement described in this Section 5(e) shall

be subject to and paid only if and to the extent (1) such reimbursement is permitted by the Patient Protection and Affordable Care

Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010, and other applicable law, and (2) Executive

is not otherwise eligible or entitled to participate in group medical benefits offered by a subsequent employer. If PNMAC’s reimbursement

of Executive for COBRA-related payments under this Section 5(e) is not permitted by the Patient Protection and Affordable Care

Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010, or other applicable law, and Executive is not otherwise

eligible or entitled to participate in group medical benefits offered by a subsequent employer, then PNMAC shall discontinue the COBRA-related

payments provided for in this Section 5(e) and, in such case, PNMAC will pay Executive an amount equal to the amount that Executive

would otherwise be entitled to receive for reimbursement of COBRA-related payments.

Page 5 of 16

(f)            Tax

Advice and Financial Counseling. During the Term, PNMAC shall reimburse Executive for expenses relating to tax advice and financial

counseling, subject to reasonable proof of such expenses; provided, however, that such reimbursement shall not exceed fifty thousand

dollars ($50,000) per year, prorated for partial years worked. Executive shall have sole discretion in selecting an appropriate tax advisor

and financial counselor.

(g)            Aircraft

Allowance. During the Term, PNMAC will make chartered or other private flights

available to Executive for business purposes at the CEO’s discretion.

(h)            Additional

Benefits. Executive shall be entitled to participate in all programs, rights, and benefits for which Executive is otherwise entitled

under any bonus plan, incentive plan, participation plan, extra compensation plan, pension plan, profit sharing plan, savings plan, life,

medical, dental, other health care, disability, or other insurance plan or policy or other plan or benefit that PNMAC or PFSI may provide

for senior executives or for employees of PNMAC generally, if any, in force from time to time during the Term. For the avoidance of doubt,

the rights granted or afforded to Executive under any such plans shall not be less than the most favorable rights and highest amounts

granted to employees of similar or lower positions with PNMAC and on terms at least as favorable, and, for the purposes of such plan,

Executive shall receive credit for the entire period of his employment with PNMAC (including his employment with PNMAC prior to the execution

of this Agreement). To the extent that anything contained in any such plans or programs is in conflict or inconsistent with anything

stated in this Agreement, the terms of this Agreement shall control and supersede any contrary language except as prohibited by law.

6.            Business

Expense Reimbursement. Executive shall be entitled to reimbursement by PNMAC for any ordinary and necessary business expenses incurred

by Executive in the performance of Executive’s duties and in acting for PNMAC or PFSI during the Term, including but not limited

to expenditures for chartered flights, car services, or other transportation costs associated with Executive’s business travel.

Page 6 of 16

7.            Termination.

During the Term, Executive’s employment may be terminated only as provided in this Section 7. Except as set forth in this

Agreement, neither PNMAC nor PFSI shall have any further obligation to Executive or liability under this Agreement by way of compensation,

post termination benefits or obligations or otherwise upon the Termination Date. Notwithstanding anything to the contrary in this Agreement

or any other document, the termination of Executive’s employment for any reason shall not affect Executive’s ownership of

Common Stock of PFSI, and shall not affect Executive’s entitlement to all benefits which have vested or which are otherwise payable

in respect of periods ending prior to the termination of his employment.

(a)            Disability.

In the event that Executive qualifies for permanent disability benefits under PNMAC’s long term disability plan (the “LTD

Plan”), or if Executive does not participate in the LTD Plan, would have qualified for permanent disability had Executive been

a participant of the LTD Plan (a “Disability”), Executive’s employment hereunder may be terminated, by written Notice

of Termination (as that term is defined in Section 7(h) herein) from PNMAC to Executive. Upon termination due to Executive’s

Disability under this Section 7(a), Executive shall be entitled to: (i) Executive’s base salary described in Section 5(a) and

in effect as of the Termination Date, through and including the Termination Date (as that term is defined in Section 7(h) herein);

(ii) if not previously paid prior to the Termination Date, Executive’s Bonus as described in Section 5(b) of this

Agreement for the year prior to the Fiscal Year in which the Termination Date occurs; (iii) accrued but unused PTO through the Termination

Date; (iv) reimbursement of any unreimbursed expenses incurred by Executive pursuant to Section 6 of this Agreement; (v) if

not previously paid prior to the Termination Date, a prorated share of Executive’s Bonus as described in Section 5(b) for

the Fiscal Year in which the Termination Date occurs, payable in accordance with such Section; and (vi) continuing medical benefits

as set forth in Section 5(e) herein. In addition, in the event Executive’s employment is terminated pursuant to this

Section 7(a), any Award (as that term is defined in the EIP) granted to Executive pursuant to the EIP shall become subject to an

Immediate Vesting, and any outstanding stock option will not expire until the tenth anniversary of the grant date. The determination

of Disability shall be made only after sixty (60) days’ notice to Executive and only if Executive is not able to perform his duties

with or without reasonable accommodation prior to the expiration of the sixty (60) day notice period.

Page 7 of 16

(b)            Death.

In the event that Executive dies during the Term of this Agreement, this Agreement shall automatically terminate on the date of Executive’s

death. Upon termination due to Executive’s death pursuant to this Section 7(b), Executive’s estate shall be entitled

to: (i) continuing payment of Executive’s base salary described in Section 5(a) and as of the Termination Date through

the Termination Date and for a period of six (6) months following the Termination Date; (ii) if not previously paid prior to

the Termination Date, Executive’s Bonus as described in Section 5(b) of this Agreement for the year prior to the Fiscal

Year in which the Termination Date occurs; (iii) accrued but unused PTO through the Termination Date; (iv) reimbursement of

any unreimbursed expenses incurred by Executive pursuant to Section 6 of this Agreement; (v) if not previously paid prior to

the Termination Date, a prorated share of Executive’s Bonus as described in Section 5(b) for the Fiscal Year in which

the Termination Date occurs, payable in accordance with such Section; and (vi) continuing medical benefits as set forth in Section 5(e) herein.

In addition, in the event of Executive’s death, any Award (as that term is defined in the EIP) granted to Executive pursuant to

the EIP shall become subject to an Immediate Vesting, and any outstanding stock option will not expire until the tenth anniversary of

the grant date.

for Cause. PNMAC or PFSI may terminate Executive’s employment or services under this Agreement for “Cause” by written

Notice of Termination. A termination for Cause is a termination by reason of: (i) a material breach of this Agreement (other than

as a result of incapacity due to death or Disability) which is committed by Executive in bad faith and which is not remedied within thirty

(30) days of Executive’s receipt of a notice to cure such breach; (ii) Executive’s conviction by a court of competent

jurisdiction of a felony involving dishonesty or moral turpitude; provided, however, that any convictions solely on the basis

of vicarious liability shall not give PNMAC or PFSI the right to terminate Executive for Cause; (iii) entry of an order duly issued

by any federal or state regulatory agency having jurisdiction of the matter removing Executive from office of PFSI or any of its subsidiaries

or permanently prohibiting him from participating in the conduct of the affairs of PFSI or any of its subsidiaries; or (iv) proven

acts of fraud or willful misconduct committed by Executive in connection with the performance of his duties under Section 2 of this

Agreement which result in material injury to PFSI or any of its subsidiaries. In the event of a termination for Cause pursuant to this

Section 7(c), Executive shall be entitled to receive (a) his base salary for the entire period up to and including the date

of Executive’s termination for Cause; (b) accrued but unused PTO through the Termination Date; and (c) reimbursement

of any unreimbursed expenses incurred by Executive pursuant to Section 6 of this Agreement. If Executive is convicted of a felony

involving dishonesty or moral turpitude or removed from office and/or prohibited from participating in the conduct of the affairs of

PFSI or any of its subsidiaries by any federal or state regulatory agency having jurisdiction of the matter, and if the charges resulting

in such removal or prohibition are ultimately dismissed or if a final judgment on the merits of such charges is issued in favor of Executive,

or if the felony conviction is overturned on appeal, then Executive’s termination shall be treated as a Termination Other Than

for Cause pursuant to Section 7(d).

Page 8 of 16

(d)            Termination

Other Than for Cause. PNMAC or PFSI may terminate Executive’s employment “Other Than for Cause” or Executive may

terminate his employment for “Good Reason” as that term is defined in this Section 7(d). If Executive’s employment

terminates Other Than for Cause or for Good Reason pursuant to this Section 7(d), then Executive shall be entitled to (i) Executive’s

base salary in effect as of the Termination Date through and including the Termination Date (as that term is defined in Section 7(h) herein);

(ii) if not previously paid prior to the Termination Date, Executive’s Bonus as described in Section 5(b) of this

Agreement for the year prior to the Fiscal Year in which the Termination Date occurs; (iii) accrued but unused PTO through the

Termination Date; (iv) reimbursement of any unreimbursed expenses incurred by Executive pursuant to Section 6 of this Agreement;

(v) a prorated share of Executive’s Bonus as described in Section 5(b) for the Fiscal Year in which the Termination

Date occurs, payable in accordance with such Section; (vi) continuing medical benefits as set forth in Section 5(e) herein;

(vii) an amount equal to two and one-half years of Executive’s base salary (as described in Section 5(a) above)

as of the Termination Date, payable in twenty-four monthly installments beginning on the first day of the first full month following

the month in which the Termination Date occurs; and (viii) an amount equal to two and one-half years of Executive’s Bonus

as described in Section 5(b) above (as calculated based on the average Bonus Executive received in the most recent two years

in which Executive received a Bonus). In addition, in the event Executive’s employment is terminated pursuant to this Section 7(d),

any Award (as that term is defined in the EIP) granted to Executive pursuant to the EIP, shall become subject to an Immediate Vesting.

For purposes of

this Agreement, Executive will have “Good Reason” to terminate this Agreement if PFSI (or any resulting or surviving entity

in the event of a Transaction as defined in Section 5(c) of this Agreement) or PNMAC (1) materially breaches this Agreement;

(2) requires Executive to report to anyone other than the Board; (3) requires that Executive be based anywhere more than fifteen

(15) miles from the office where Executive is located as of the Effective Date; (4) takes any other action which results in a material

diminution or adverse change in Executive’s status, title, position, compensation (including any reduction in Executive’s

target compensation from the target compensation Executive received pursuant to Section 5 of this Agreement in the year prior to

any Transaction as defined in Section 5(c) of this Agreement or Change of Control as described in Section 7(e) of

this Agreement), or responsibilities as set forth herein, other than an insubstantial action not taken in bad faith and remedied promptly

after receipt of notice by Executive; or (5) fails to indemnify and advance all expenses to Executive in response to a proper request

for indemnity and advancement by Executive; provided, however, that Executive’s resignation for Good Reason will only be

effective if Executive provides written notice to PNMAC or PFSI of the events constituting the Good Reason within ninety (90) days after

the occurrence of any such event, and PNMAC or PFSI does not cure said events within thirty (30) days after receipt of the notice.

Page 9 of 16

(e)            Termination

Following a Change of Control. This Agreement and Executive’s employment shall not automatically terminate upon a “Change

of Control” as that term is defined in the EIP. In the event of a Change of Control, PNMAC and PFSI shall take all actions necessary

to ensure that the surviving or resulting entity, if other than PNMAC or PFSI, is bound by and shall have the benefit of the provisions

of this Agreement. However, in the event there is a Change of Control and Executive’s employment or service to PFSI or its affiliates

(or any successors thereto) is terminated following such Change of Control, unless such termination shall occur pursuant to Section 7(a),

(b), (c), (f) or (g) of this Agreement, Executive shall be entitled to (i) Executive’s base salary in effect as

of the Termination Date through and including the Termination Date (as that term is defined in Section 7(h) herein); (ii) if

not previously paid prior to the Termination Date, Executive’s Bonus as described in Section 5(b) of this Agreement for

the year prior to the Fiscal Year in which the Termination Date occurs; (iii) accrued but unused PTO through the Termination Date;

(iv) reimbursement of any unreimbursed expenses incurred by Executive pursuant to Section 6 of this Agreement; (v) a prorated

share of Executive’s Bonus as described in Section 5(b) for the Fiscal Year in which the Termination Date occurs, payable

in accordance with such Section; (vi) continuing medical benefits as set forth in Section 5(e) herein; (vii) an amount

equal to three years of Executive’s base salary (as described in Section 5(a) above) as of the Termination Date, payable

in twenty-four monthly installments beginning on the first day of the first full month following the month in which the Termination Date

occurs; and (viii) an amount equal to three years of Executive’s Bonus (as described in Section 5(b) above), as

calculated based on the average Bonus Executive received in the most recent two years in which Executive received a Bonus. In addition,

in the event Executive’s employment is terminated pursuant to this Section 7(e), any Award (as that term is defined in the

EIP) granted to Executive pursuant to the EIP, shall become subject to an Immediate Vesting.

(f)            Termination

as a Result of the Expiration of the Agreement. In the event Executive’s employment is terminated as the result of the expiration

of Executive’s Term pursuant to Section 1 above, the Retirement (as defined in the related award document and PNMAC’s

compensation policy or related procedure as then in effect) of the Executive shall be deemed to have occurred. In the event of such deemed

Retirement, Executive shall be entitled to (i) Executive’s base salary in effect as of the Termination Date through and including

the Termination Date (as that term is defined in Section 7(h) herein); (ii) if not previously paid prior to the Termination

Date, Executive’s Bonus as described in Section 5(b) of this Agreement for the year prior to the Fiscal Year in which

the Termination Date occurs; (iii) accrued but unused PTO through the Termination Date; (iv) reimbursement of any unreimbursed

expenses incurred by Executive pursuant to Section 6 of this Agreement; (v) a prorated share of Executive’s Bonus as

described in Section 5(b) for the Fiscal Year in which the Termination Date occurs, payable in accordance with such Section;

and (vi) continuing medical benefits as set forth in Section 5(e) herein. In addition, any Award (as that term is defined

in the EIP) granted to Executive pursuant to the EIP, shall continue to vest, if applicable, in accordance with its terms, and the Termination

Date of this Agreement shall be deemed to be the Retirement Date as defined in the related award document. Notwithstanding the foregoing,

if the related award document does not contain any reference to Retirement or a Retirement Date, then the affected Awards shall become

subject to an Immediate Vesting.

Page 10 of 16

(g)            Voluntary

Resignation. Except as provided in Section 7(d), in the event that Executive resigns voluntarily during the Term of this Agreement,

and provides no less than six (6) months' advance written notice to PNMAC, the Retirement (as defined in the related award document

and PNMAC’s compensation policy or related procedure as then in effect) of the Executive shall be deemed to have occurred, and

Executive shall be entitled to receive the same benefits and compensation set forth in Section 7(f) of this Agreement.

(h)            Notice

of Termination. Any purported termination by PNMAC, PFSI or by Executive shall be communicated by a written notice of termination

(the “Notice of Termination”) to the other party hereto which indicates the specific termination provision in this Agreement,

if any, relied upon and which sets forth in reasonable detail the facts and circumstances, if any, claimed to provide a basis for termination

of Executive’s employment under the provision so indicated. For purposes of this Agreement, and except as expressly provided otherwise

herein, no such purported termination shall be effective without such Notice of Termination. To the extent the Agreement is terminated

prior to the Expiration Date, the “Termination Date” shall be the date specified in the Notice of Termination, which shall

be not less than thirty (30) and not more than sixty (60) days from the date of the Notice of Termination.

(i)            Consulting.

Upon (i) expiration of the Term pursuant to Section 1 herein or a Retirement (as defined in the related award document and

PNMAC’s compensation policy or related procedure as then in effect), Executive shall serve as a consultant to PNMAC and PFSI (or

in the event of a Transaction, to the surviving entity or parent) for an eighteen-month period commencing on the Expiration Date or the

Retirement Date (the “Consulting Period”); provided, however, that if Executive remains employed with PNMAC following

the Expiration Date, then the Consulting Period shall commence on the first day after Executive ceases to be employed by PNMAC. During

the Consulting Period, Executive shall make himself available for consulting services concerning PFSI’s (or its successor’s)

general operations if and as may be reasonably requested by PFSI provided that (a) the consulting services shall be rendered

at such location(s) as may be mutually agreed upon by Executive and PFSI and (b) the nature of and time required for the consulting

services do not interfere with Executive’s personal and professional activities. The consulting services shall be of an advisory

nature and, in his role as a consultant, Executive shall have no power to bind PFSI. In consideration for the consulting services described

in this Section 7(i), PNMAC shall pay to Executive a consulting fee of Three Million Dollars ($3,000,000), payable in eighteen equal

monthly installments during the Consulting Period, provided, however, that the consulting relationship shall automatically terminate,

and Executive shall not be entitled to continue receiving monthly payments under this Section 7(i), if he, directly or indirectly,

engages in, provides services to, works for, consults with, owns, invests in, or operates any business that competes with the business

of PFSI (or in the event of a Transaction, of the surviving entity or parent). PNMAC or PFSI shall provide Executive written notice if

it contends Executive has breached any provision in this Section 7(i), and Executive shall have thirty (30) days following receipt

of such notice to cure any alleged breach.

Page 11 of 16

(j)            Disputes.

In consideration of PNMAC and PFSI employing Executive, and the salary and benefits provided under this Agreement, Executive, PNMAC and

PFSI agree that all claims arising out of or relating to this Agreement or the breach thereof, or Executive’s employment, including

its termination, and/or the enforceability and validity of the arbitration agreement set forth in this Agreement, shall be resolved by

binding arbitration pursuant to Section 12(e) below. This Agreement expressly does not prohibit either party from filing an

application for a provisional remedy to prevent actual or threatened irreparable harm in accordance with California law.

(k)            409A.

Notwithstanding any provision to the contrary in this Agreement, no payment or distribution under this Agreement which constitutes an

item of deferred compensation under Section 409A of the Code and becomes payable by reason of Executive’s termination of employment

with PNMAC will be made to Executive unless Executive’s termination of employment constitutes a “separation from service”

(as such term is defined in Treasury Regulations issued under Section 409A of the Code). In addition, no such payment or distribution

will be made to Executive prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of Executive’s

“separation from service” (as such term is defined in Treasury Regulations issued under Section 409A of the Code) or

(ii) the date of Executive’s death, if Executive is deemed at the time of such separation from service to be a “key

employee” within the meaning of that term under Section 416(i) of the Code and to the extent such delayed commencement

is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code. All payments and benefits

which had been delayed pursuant to the immediately preceding sentence shall be paid to Executive in a lump sum upon expiration of such

six-month period (or if earlier upon Executive’s death). It is intended that this Agreement shall comply with the provisions of

Section 409A of the Code and the Treasury Regulations relating thereto so as not to subject Executive to the payment of additional

taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated,

and administered in a manner consistent with these intentions. Notwithstanding the foregoing, Executive remains responsible for any taxes

assessed against Executive under Section 409A.

(k) Excise

Tax. In the event that any payment or benefit received or to be received by Executive pursuant to this Agreement would be subject

(in whole or part) to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code (all such payments and

benefits being hereinafter referred to as the “Total Payments”), then the Total Payments shall be reduced to the extent necessary

so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total Payments, as

so reduced (after subtracting the amount of federal, state and local income taxes on such reduced Total Payments and after taking into

account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or

equal to (ii) the net amount of such Total Payments without such reduction (after subtracting the net amount of federal, state and

local income taxes on such Total Payments and the amount of Excise Tax to which Executive would be subject in respect of such unreduced

Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced

Total Payments). The Total Payments shall be reduced in the following order: (A) reduction of any cash severance payments otherwise

payable to Executive that are exempt from Section 409A of the Code, (B) reduction of any other cash payments or benefits otherwise

payable to Executive that are exempt from Section 409A of the Code, but excluding any payment attributable to the acceleration of

vesting or payment with respect to any equity award with respect to PFSI’s common stock that is exempt from Section 409A of

the Code, (C) reduction of any other payments or benefits otherwise payable to Executive on a pro-rata basis or such other manner

that complies with Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting and payment with

respect to any equity award with respect to PFSI’s common stock that is exempt from Section 409A of the Code, and (D) reduction

of any payments attributable to the acceleration of vesting or payment with respect to any equity award with respect to PFSI’s

common stock that is exempt from Section 409A of the Code. The foregoing reductions shall be made in a manner that results in the

maximum economic benefit to Executive and, to the extent economically equivalent, in a pro rata manner.

Page 12 of 16

8.            Indemnity,

Advancement and Insurance. To the fullest extent permitted by applicable law, the PNMAC LLC Agreement, or any indemnity agreements

entered into from time to time between PNMAC or PFSI and Executive, PNMAC or PFSI, as applicable, (or in the event of a Transaction,

the surviving entity or parent) shall indemnify Executive and hold him harmless for any acts or decisions made by him in good faith while

performing services for PNMAC and/or PFSI (or in the event of a Transaction, the surviving entity or parent), and shall advance to Executive

all fees and costs associated with the defense of any action or proceeding for which Executive has tendered an appropriate indemnification

demand. PNMAC and PFSI further agree that Executive will be provided with appropriate “directors’ and officers’ insurance”

coverage in each case in connection with the performance of his duties under this Agreement, but Executive’s right to indemnity

and advancement pursuant to this Section shall not be dependent or contingent upon the availability of insurance coverage.

9.            Reimbursement

for Legal Fees. Upon submission of appropriate invoices by Executive’s counsel, PNMAC shall pay all reasonable legal fees and

expenses incurred by Executive in connection with the preparation and negotiation of this Agreement.

10.          No

Obligation to Mitigate. Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking

other employment or otherwise and, except as otherwise expressly provided under this Agreement, no payment hereunder shall be offset

or reduced by the amount of any compensation or benefits provided to Executive in any subsequent employment or business venture.

11.          Non-Solicitation.

During the Term of this Agreement, and for eighteen (18) months following the Termination Date, Executive shall not, directly or indirectly,

either for or on behalf of himself or any other person or entity, solicit or induce or attempt to solicit or induce any employee, consultant,

independent contractor, agent, or representative of PFSI, or any parent, subsidiary, or affiliate thereof, to discontinue employment

or engagement with PFSI or any parent, subsidiary, or affiliate thereof; or otherwise interfere or attempt to interfere with the relationship

between PFSI, or any parent, subsidiary, or affiliate thereof, and their employees, consultants, independent contractors, agents, or

representatives.

Page 13 of 16

12.            Miscellaneous.

(a)            Succession;

Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors, administrators,

successors, and assigns. The parties agree that the obligations and duties of Executive are personal and are not assignable.

(b)            Notice.

Any notice, request, demand, or other communication required or permitted hereunder shall be deemed to be properly given when personally

served in writing or by facsimile, when deposited in the United States mail, postage prepaid, or when communicated to a public telegraph

company for transmittal, addressed to the party at the address appearing at the beginning of this Agreement. Either party may change

its address by written notice in accordance with this Section 12(b).

Agreement; Modification. Except as otherwise provided herein, this Agreement contains the entire agreement of the parties with respect

to the subject matter herein, and supersedes any and all other prior or contemporaneous agreements, either oral or in writing, between

the parties hereto with respect to the employment of Executive by PNMAC and PFSI. This Agreement may not be modified or amended by oral

agreement, but only by an agreement in writing executed by PNMAC, PFSI, and Executive.

(d)            Waiver.

Any waiver of a breach of any provision hereof shall not operate as or be construed as a waiver of any subsequent breach of the same

provision or any other provision of this Agreement.

(e)            Governing

Law, Venue Selection, and Arbitration. This Agreement is to be governed by and construed in accordance with the laws of the State

of California without regard to its choice of law provisions. The parties hereto agree that this Agreement was negotiated and executed

in California. Any controversy, dispute, or claim arising out of or relating to this Agreement, the breach thereof, Executive’s

employment, including the termination thereof, and/or the enforceability or validity of this arbitration agreement, shall first be settled

through good faith negotiation. If the dispute cannot be settled through negotiation, the parties agree to binding arbitration administered

by JAMS pursuant to its Employment Arbitration Rules & Procedures and subject to JAMS Policy on Employment Arbitration Minimum

Standards of Procedural Fairness. Executive acknowledges that he has been provided a copy of the JAMS rules contemporaneously herewith.

The parties agree that any such arbitration will be heard in Los Angeles, California, and that judgment on any arbitration award may

be entered in any court having jurisdiction. PNMAC shall pay the arbitration administrative costs and the arbitrator’s fees in

accordance with California law and the JAMS rules. Each party will bear its/his own attorneys’ fees and legal costs; provided,

however, that (i) if any party prevails on a statutory claim which affords the prevailing party attorneys’ fees or legal

costs, the arbitrator may award reasonable attorneys’ fees and/or legal costs to the prevailing party to the extent permitted by

applicable law, or (ii) if any party prevails on a non-statutory claim, the arbitrator shall award reasonable attorneys’ fees

and/or legal costs to the prevailing party to the extent permitted by applicable law. The parties agree to file any demand for arbitration

within the time limit established by the applicable statute of limitations for the asserted claims. Failure to demand arbitration within

the prescribed time period shall result in waiver of said claims. EXECUTIVE UNDERSTANDS AND AGREES THAT HE IS WAIVING HIS RIGHTS TO BRING

SUCH CLAIMS TO COURT, INCLUDING THE RIGHT TO A JURY TRIAL.

Page 14 of 16

(f)            Confidential

Information. Executive agrees that he will not use, divulge or otherwise disclose, directly or indirectly, any trade secret, business

process, or other confidential information concerning the business or policies of PFSI or any of its subsidiaries which Executive may

have learned, obtained, accessed, or developed during the course of his employment with PNMAC, including prior to the Effective Date

of this Agreement, except to the extent such use or disclosure is: (i) necessary or appropriate to the performance of this Agreement

and in furtherance of the best interests of PFSI and its subsidiaries; (ii) required by applicable law; (iii) lawfully obtainable

from other sources; or (iv) authorized by PNMAC or PFSI. The provisions of this subsection shall survive the expiration or termination

of this Agreement for any reason.

(g)            Severability.

Should any provision of this Agreement for any reason be declared invalid, void, or unenforceable by a court of competent jurisdiction,

the validity and binding effect of any remaining provisions shall not be affected, and the remaining provisions of this Agreement shall

remain in full force and effect as if this Agreement had been executed without the inclusion of said provision.

(h)            Interpretation.

If any claim is made by any party hereto relating to any conflict, omission, or ambiguity of this Agreement, no presumption or burden

of proof or persuasion shall be implied by reason of the fact that this Agreement was prepared by or at the request of any particular

party hereto or such party’s counsel. Executive acknowledges that he has been represented by counsel of his choice throughout the

negotiation and drafting of this Agreement.

(i)            Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together

will constitute one and the same instrument.

Page 15 of 16

Witness Whereof, the parties hereto have executed this Agreement as of October 29,

2026.

PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC:

PENNYMAC FINANCIAL SERVICES, INC.:

By:

/s/ Derek W. Stark

By:

/s/ Farhad Nanji

Name:

Derek W. Stark

Name:

Farhad Nanji

Title:

Senior Managing Director,

Title:

Chairman of the Compensation Committee

Chief Legal Officer and Secretary

EXECUTIVE:

/s/ David A. Spector

David A. Spector

Page 16 of 16

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2628494d1_ex10-2.htm · Sequence: 3

EXHIBIT 10.2

AMENDED EMPLOYMENT

AGREEMENT

This

Amended Employment Agreement (the “Agreement”) is effective the 29th day of October, 2026 (the “Effective

Date”), among Private National Mortgage Acceptance Company, LLC (“PNMAC”) and PennyMac Financial Services, Inc.

(“PFSI”), each having a principal place of business at 3043 Townsgate Road, Westlake Village, CA 91361, and Doug Jones

(“Executive”).

RECITALS

WHEREAS,

PNMAC, a wholly-owned subsidiary of PFSI, is a validly existing Delaware limited liability company duly organized under the Fifth Amended

and Restated Limited Liability Company Agreement Of Private National Mortgage Acceptance Company LLC entered into as of November 1,

2018 (the “PNMAC LLC Agreement”);

WHEREAS,

PFSI is a validly existing Delaware corporation duly organized under the Amended and Restated Certificate of Incorporation filed with

the Securities and Exchange Commission (the “SEC”) on November 1, 2018, as amended, and the Amended and Restated Bylaws

of PennyMac Financial Services, Inc. filed with the SEC on March 18, 2026;

WHEREAS,

Executive currently serves as PNMAC’s and PFSI’s President and Chief Mortgage Banking Officer;

WHEREAS,

PNMAC and PFSI executed an employment agreement with Executive effective January 1, 2023 that, by its terms, will expire on or before

December 31, 2026 (the “December 2022 Employment Agreement”);

WHEREAS,

PNMAC, PFSI, and Executive desire to amend the December 2022 Employment Agreement to extend the Term of Executive’s services

to PFSI and its subsidiaries and to otherwise modify the terms of the December 2022 Employment Agreement; and

Page 1 of 15

WHEREAS,

PNMAC, PFSI, and Executive each has determined that it would be to the advantage and best interest of PNMAC, PFSI, and Executive to enter

into this Agreement to establish the terms under which Executive would continue to render services to PFSI and its subsidiaries.

NOW,

THEREFORE, in consideration of the mutual promises and covenants herein contained, PNMAC, PFSI, and Executive agree that the following

terms and conditions shall apply to Executive’s employment:

AGREEMENT

1.            Term.

PNMAC hereby agrees to employ Executive and Executive hereby accepts employment with PNMAC for the period commencing with the Effective

Date and expiring on June 30, 2027 (the “Expiration Date”) unless earlier terminated in accordance with the provisions

hereof (the “Term”). As used herein, the “Termination Date” shall mean the earlier of the Expiration Date or

the date on which the Agreement is terminated in accordance with the terms hereof and as may be further specified in Section 6(h).

2.            Duties.

Executive shall continue to be employed by PNMAC as President and Chief Mortgage Banking Officer and shall also continue to serve as

President and Chief Mortgage Banking Officer of PFSI. Executive shall perform the duties assigned to him by PNMAC’s Chief Executive

Officer (“CEO”) and PFSI’s CEO, and shall report to the CEOs of PNMAC and PFSI. The duties and title of Executive may

be changed from time to time by the mutual consent of Executive, PFSI, and PNMAC without resulting in a breach or rescission of this

Agreement. Notwithstanding any such change from the duties originally assigned and specified above, or hereafter assigned, the employment

of Executive shall be construed as continuing under this Agreement as modified; provided, however, that any material diminution

in Executive’s duties imposed by PNMAC or PFSI without Executive’s consent shall be construed as a termination of Executive

Other Than for Cause as described in Section 6(d) of this Agreement.

Page 2 of 15

3.            Outside

Activities. During the Term of this Agreement, Executive shall devote all of Executive’s full business time, ability, and attention

to the business of PNMAC and PFSI, including PFSI’s management of PennyMac Mortgage Investment Trust (PMT) through PFSI’s

PNMAC Capital Management, LLC subsidiary. Notwithstanding the foregoing, however, Executive may pursue other appropriate civic, charitable,

or religious activities so long as such activities do not interfere with Executive’s performance of his duties hereunder. In addition,

Executive may engage in other business activities or investments during the Term provided such activities or investments do not compete

with PFSI or its subsidiaries. Executive shall also be permitted to serve on the board of directors of any non-profit entity, subject

to prior full disclosure to PNMAC’s CEO.

4.            Compensation

and Benefits.

(a)            Base

Salary. For each Fiscal Year during the Term, PNMAC shall pay or cause to be paid as base salary to Executive an amount that will

be established annually by PFSI’s Board of Directors (the “Board”), and its Compensation Committee; provided, however,

that Executive’s base salary will be at least as favorable as base salaries paid to other similarly situated senior executives

at PNMAC. Said base salary shall be payable in conformity with PNMAC’s normal payroll periods. For purposes of this Agreement,

the term “Fiscal Year” shall mean the period beginning on January 1 and ending on December 31, and the term “Compensation

Committee” shall mean the compensation committee of PFSI.

(b)            Bonus

Compensation. During the Term, Executive shall be eligible to participate in all executive incentive programs offered by PNMAC to

its employees. PNMAC shall pay to Executive for each Fiscal Year during the Term of this Agreement an annual incentive compensation award

that may include both a cash incentive component and an equity incentive component that is separate from and in addition to the equity

incentive compensation described in Section 4(c) below at a level determined by the Board and the Compensation Committee pursuant

to an annual targeting process establishing performance targets and designating incentive compensation to be earned as a result of meeting

those performance targets (the “Bonus”); provided, however, that the annual performance targets established for Executive

and the Bonus to be earned as a result of meeting those targets shall each be set at levels and amounts at least as favorable to Executive

as those for other similarly situated senior executives at PNMAC. The Bonus shall be paid to Executive in the year following the year

to which the Bonus relates at the same time that such incentive compensation is paid to other PNMAC senior executives, provided that,

except as set forth in Sections 6(a), (b), (d), (e), (f), and (g) or as otherwise provided pursuant to the retirement provisions

in PNMAC’s compensation policy or related procedure as then in effect, Executive must be employed on December 31st of the

year to which the Bonus relates to receive any portion of the Bonus.

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Incentive Compensation. PFSI has granted and shall continue to grant to Executive equity incentive compensation pursuant to the terms

of PFSI’s 2013 Equity Incentive Plan, as amended, PFSI’s 2022 Equity Incentive Plan, and/or any other equity incentive plan

adopted by PFSI (collectively, the “EIP”) in a form and amount determined by the Board and the Compensation Committee pursuant

to an annual targeting process establishing performance targets and designating equity incentive compensation to be earned pursuant to

this Section 4(c) as a result of meeting those performance targets; provided, however, that the annual performance targets

established for Executive and the equity incentive compensation to be earned pursuant to this Section 4(c) as a result of meeting

those targets shall each be set at levels and amounts at least as favorable to Executive as those for other similarly situated senior

executives at PFSI or PNMAC. The equity incentive compensation granted to Executive pursuant to this Section 4(c) shall be

granted at the same time that PFSI grants equity incentive compensation to be earned under the EIP to its other senior executives in

respect of such Fiscal Year (but in no event later than June 30 following the end of such Fiscal Year). Any equity incentive compensation

granted to Executive pursuant to this Section 4(c) shall vest in accordance with the terms set forth in the EIP and the related

award document; provided, however, that notwithstanding anything to the contrary contained in the EIP or any other document, any

unvested equity incentive compensation granted to Executive pursuant to this Section 4(c) shall automatically, immediately

and fully vest (and, in the case of performance-based equity awards, at the target amounts set forth in such awards) (an “Immediate

Vesting”) if any of the following events occur: (i) Executive’s death; (ii) Executive’s Disability as defined

in Section 6(a); (iii) the termination of Executive Other Than for Cause as described in Section 6(d) of this Agreement;

(iv) Executive’s termination of this Agreement for Good Reason as that term is defined in Section 6(d) of this Agreement;

or (v) Executive’s termination following a Change of Control as set forth in Section 6(e) of this Agreement. In

addition, because the equity incentive compensation granted to Executive pursuant to this Section 4(c) may be based on performance

criteria that relate to events occurring after the Executive is no longer employed by PFSI, any performance goals established for Executive

shall not be dependent in any respect on Executive’s individual performance. In the event of a sale, merger, consolidation, reorganization,

restructuring, or transfer of assets of PFSI in which PFSI is not the surviving entity or in which it survives as a subsidiary of another

entity (a “Transaction”), and the shares or equity securities of the surviving entity or parent thereof are publicly traded

on a recognized stock exchange or over-the-counter market, the equity incentive compensation to be granted pursuant to this Section 4(c) after

the date of the Transaction shall be granted in accordance herewith in the form of securities of the surviving entity or parent thereof,

as applicable. To the extent that any of the terms of this Agreement governing Executive’s equity incentive compensation conflict

with anything contained in the EIP or any other document, the terms of this Agreement control and supersede any such contrary provisions.

(d)            Paid

Time Off. During the Term, Executive shall accrue twenty (20) days of paid time off (“PTO”) at Executive’s regular

base pay rate during each Fiscal Year of the Term, prorated for partial years worked, subject to the terms of PNMAC’s employment

benefit policies as they relate to senior executive officers and on terms at least as favorable as provided to other senior executives.

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(e)            Medical

Benefits. During the Term, PNMAC shall pay for Executive to undergo an annual comprehensive executive physical appropriate for senior

executives such as Executive. In addition, Executive and Executive’s family shall be entitled to participate in PNMAC’s group

medical insurance benefits, in accordance with PNMAC’s employment benefit policies as they relate to senior executive officers

and their families. If Executive is terminated pursuant to Section 6(a), (b), (d), (e), (f), or (g), PNMAC will reimburse Executive

for any amounts paid by Executive for coverage of Executive and/or Executive’s family under PNMAC’s group health medical

benefits plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for as long as Executive is eligible

to receive such benefits under COBRA, on the condition that Executive timely elects COBRA and provides PNMAC with proof of payment of

the applicable COBRA premiums on a monthly basis; provided, however, that the reimbursement described in this Section 4(e) shall

be subject to and paid only if and to the extent (1) such reimbursement is permitted by the Patient Protection and Affordable Care

Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010, and other applicable law, and (2) Executive

is not otherwise eligible or entitled to participate in group medical benefits offered by a subsequent employer. If PNMAC’s reimbursement

of Executive for COBRA-related payments under this Section 4(e) is not permitted by the Patient Protection and Affordable Care

Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010, or other applicable law, and Executive is not otherwise

eligible or entitled to participate in group medical benefits offered by a subsequent employer, then PNMAC shall discontinue the COBRA-related

payments provided for in this Section 4(e) and, in such case, PNMAC will pay Executive an amount equal to the amount that Executive

would otherwise be entitled to receive for reimbursement of COBRA-related payments.

(f)            Tax

Advice and Financial Counseling. During the Term, PNMAC shall reimburse Executive for expenses relating to tax advice and financial

counseling, subject to reasonable proof of such expenses; provided, however, that such reimbursement shall not exceed fifty thousand

dollars ($50,000) per year, prorated for partial years worked. Executive shall have sole discretion in selecting an appropriate tax advisor

and financial counselor.

(g)            Aircraft

Allowance. During the Term, PNMAC will make chartered or other private flights

available to Executive for business purposes at the CEO’s discretion.

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