PennyMac Mortgage Investment Trust美国首次公开发行招股说明书（2025年6月4日版本）

PennyMac Mortgage Investment Trust Interest payable March15, June15, September15 and December15 On or after June15, 2027, we may redeem for cash all or any portion of the notes, at our option, at a redemption price equal to 100% of the principal amount of the notes to beredeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No “sinking fund” will be provided for the notes. Upon a Change of Control Repurchase Event (as defined below), we will be required to make an offer to repurchase all outstanding notes at a price in cash equal to 101% of theprincipal amount of the notes, plus accrued and unpaid interest to, but excluding, the repurchase date. See “Description of the Notes — Offer to Repurchase Upon a Change of ControlRepurchase Event.” The notes will be our senior direct unsecured obligations. The notes will: rank equal in right of payment to any of our existing and future unsecured and unsubordinated indebtedness;be effectively subordinated in right of payment to any of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; and be structurallysubordinated to all existing and future indebtedness and other liabilities (including trade payables) and (to the extent not held by us) preferred equity, if any, of our subsidiaries other than theGuarantor (as defined below) and of any entity we account for using the equity method of accounting. The notes will be fully and unconditionally guaranteed on a senior unsecured basis by PennyMac Corp., or the Guarantor or PMC, an indirect wholly-owned subsidiary of ours. Theguarantee will be a senior unsecured obligation of the Guarantor. The guarantee will: rank equal in right of payment to any of the Guarantor’s existing and future unsecured andunsubordinated indebtedness and guarantees; be effectively subordinated in right of payment to any of the Guarantor’s existing and future secured indebtedness and secured guarantees to the extent of the value of the assets securing such indebtedness or guarantees; and be structurally subordinated to all existing and future indebtedness and other liabilities (including tradepayables) and (to the extent not held by the Guarantor) preferred equity, if any, of the Guarantor’s subsidiaries and of any entity the Guarantor accounts for using the equity method ofaccounting.We intend to apply to list the notes on the New York Stock Exchange, or the NYSE, under the symbol “PMTW” and expect trading of the notes to commence thereon within 30 daysafter the original issue date. The notes are expected to trade “flat.” This means that purchasers will not pay, and sellers will not receive, any accrued and unpaid interest on the notes that is notincluded in the trading price. Currently, there is no public market for the notes and it is not expected that a market for the notes will develop unless and until the notes are listed on the NYSE. See “Risk Factors” beginning on pageS-7of this prospectus supplement and in the reports we file with the Securities and Exchange Commission, or theSEC, pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act, incorporated by reference into this prospectus supplement and the Public offering priceUnderwriting discount Proceeds to us, before expenses The public offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from June 10, 2025 and must be paid by the purchaser if the notesare delivered after June 10, 2025. See “Underwriting” for additional disclosure regarding the underwriting discount and expenses payable to the underwriters by us. The underwriters will have the option to purchase, within a period of 30 days beginning from the date of this prospectus supplement, up to an additional $15,000,000 aggregateprincipal amount of notes from us, solely for the purpose of covering over-allotments, if any, at the public offering price less the underwriting discount. The underwriters expect to deliver the notes in book-entry only form through the facilities of The Depository Trust Company on or about June 10, 2025. Morgan StanleyUBS Investment Bank RBC Capital MarketsWells Fargo Securities Keefe, Bruyette& WoodsA Stifel Company June 3, 2025 TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF THE NOTESUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONDOCUMENTS INCORPORATED BY REFERENCE Prospectus ABOUT THIS PROSPECTUSPENNYMAC MORTGAGE INVESTMENT TRUSTRISK FACTORSCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF DEBT SECURITIES ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of this offering and the notes andalso updates in