PennyMac Financial Services, Inc. Stock Compensation Disclosure
Note 23—Stock-based Compensation
The Company has adopted equity incentive plans that provide for grants of stock options, time-based and performance-based restricted stock units (“RSUs”), stock appreciation rights, performance units and stock grants. As of December 31, 2025, the Company has 5.7 million units available for future awards.
Following is a summary of the stock-based compensation expense by instrument awarded:
Year ended December 31, | |||||||||
| 2025 | | 2024 | | 2023 | ||||
(in thousands) | |||||||||
Time-based RSUs | $ | 18,126 | $ | 12,443 | $ | 11,672 | |||
Performance-based RSUs | 11,469 | 1,490 | 9,740 | ||||||
Stock options | 6,634 | 6,935 | 6,170 | ||||||
$ | 36,229 | $ | 20,868 | $ | 27,582 | ||||
Time-Based RSUs
The RSU grant agreements provide for the award of time-based RSUs, entitling the award recipient to one share of the Company’s common stock for each RSU. In general, and except as otherwise provided by the agreement, of the time-based RSUs vest on each of the first, second, and third anniversaries of the grant date, subject to the recipient’s continued service through each anniversary.
Compensation cost relating to time-based RSUs is based on the grant date fair value of the Company’s common stock and the number of shares expected to vest. For purposes of estimating the cost of the time-based RSUs granted, the Company applies forfeiture rates of 0% – 20.3% per year based on the grantees’ employee classification.
The table below summarizes time-based RSU activity:
| Year ended December 31, | ||||||||
2025 | 2024 | 2023 | |||||||
(in thousands, except per unit amounts) | |||||||||
Number of units: |
|
|
| ||||||
Outstanding at beginning of year | 322 | 412 | 483 | ||||||
Granted | 270 | 152 | 187 | ||||||
Vested | (189) | (215) | (247) | ||||||
Forfeited | (15) | (27) | (11) | ||||||
Outstanding at end of year | 388 | 322 | 412 | ||||||
Weighted average grant date fair value per unit: | |||||||||
Outstanding at beginning of year | $ | 70.64 | $ | 58.90 | $ | 53.71 | |||
Granted | $ | 102.32 | $ | 85.66 | $ | 60.72 | |||
Vested | $ | 66.59 | $ | 59.18 | $ | 50.09 | |||
Forfeited | $ | 92.42 | $ | 66.59 | $ | 57.66 | |||
Outstanding at end of year | $ | 93.86 | $ | 70.64 | $ | 58.90 | |||
Following is a summary of RSUs as of December 31, 2025:
Unamortized compensation cost (in thousands) | $ | 11,943 | ||||
Number of units expected to vest (in thousands) | 361 | |||||
Weighted average remaining vesting period (in months) | 11 |
Performance-Based RSUs
The performance based RSUs provide for the issuance of shares of the Company’s common stock based on the achievement of performance goals and job performance ratings. Approximately 97,000 shares under the grants with performance periods ending December 31, 2025 are expected to vest and be issued to the grantees in the first quarter of 2026.
The fair value of the performance-based RSUs is measured based on the fair value of the Company’s common stock at the grant date, taking into consideration the expected outcome of the performance goal, and the number of shares to be forfeited during the vesting period. The Company applies forfeiture rates of 0 – 20.3% per year based on the grantees’ employee classification. The actual number of shares that vest could vary from zero, if the performance goals are not met, to as much as 300% of the units granted, if the performance goals are meaningfully exceeded.
The table below summarizes performance-based RSU activity:
Year ended December 31, | ||||||||||
2025 | 2024 | 2023 |
| |||||||
(in thousands, except per unit amounts) | ||||||||||
Number of units: |
|
|
|
| ||||||
Outstanding at beginning of year | 783 | 873 | 976 | |||||||
Granted | 202 | 246 | 307 | |||||||
Vested (1) | — | (274) | (385) | |||||||
Forfeited or cancelled | (296) | (62) | (25) | |||||||
Outstanding at end of year | 689 | 783 |
| 873 | ||||||
Weighted average grant date fair value per unit: | ||||||||||
Outstanding at beginning of year | $ | 66.58 | $ | 58.90 | $ | 48.94 | ||||
Granted | $ | 103.03 | $ | 84.93 | $ | 60.70 | ||||
Vested | $ | — | $ | 58.86 | $ | 35.36 | ||||
Forfeited | $ | 58.21 | $ | 65.29 | $ | 58.46 | ||||
Outstanding at end of year | $ | 80.85 | $ | 66.58 | $ | 58.90 | ||||
| (1) | The actual number of performance-based RSUs vested during the years ended December 31, 2025, 2024 and 2023 were 0, 309,000 and 617,000 shares, for the performance periods ended December 31, 2024, 2023 and 2022, respectively, which is approximately 0%, 113% and 160% of the originally granted units, respectively. The 0% vesting rate in 2025 resulted from performance targets not being met and the vesting in 2024 and 2023 reflected performance that exceeded the established targets for the respective grants. |
Following is a summary of performance-based RSUs as of December 31, 2025:
Unamortized compensation cost (in thousands) | $ | 18,720 | ||||
Number of shares expected to vest (in thousands) | 449 | |||||
Weighted average remaining vesting period (in months) | 11 |
Stock Options
The stock option award agreements provide for the award of options to purchase common stock. In general, and except as otherwise provided by the agreement, of the stock option awards vests on each of the first, second, and third anniversaries of the grant date, subject to the recipient’s continued service through each anniversary.
Each stock option has a term of ten years from the date of grant but expires (1) immediately upon termination of the holder’s employment or other association with the Company for cause, (2) one year after the holder’s employment or other association is terminated due to death or disability and (3) three months after the holder’s employment or other association is terminated for any other reason.
The fair value of each stock option award is estimated on the date of grant using a variant of the Black Scholes model based on the following inputs:
Year ended December 31, | |||||||
| 2025 |
| 2024 |
| 2023 |
| |
Expected volatility (1) | 38% | 38% | 38% | ||||
Expected dividends | 1.2% | 0.9% | 1.3% | ||||
Risk-free interest rate | 4.2% - 4.5% | 4.2% - 5.0% | 4.2% - 5.0% | ||||
Expected grantee forfeiture rate | 0% - 5.0% | 0% - 5.1% | 0% - 5.1% | ||||
| (1) | Based on historical volatilities of the Company’s common stock. |
The Company uses its historical employee departure behavior to estimate the grantee forfeiture rates used in its option-pricing model. The expected term of common stock options granted is derived from the Company’s option pricing model and represents the period that common stock options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual term of the common stock option is based on the U.S. Treasury yield curve in effect at the time of grant.
The table below summarizes stock option award activity:
Year ended December 31, | |||||||||
| 2025 | 2024 | 2023 | ||||||
(in thousands, except per option amounts) | |||||||||
Number of stock options: | | ||||||||
Outstanding at beginning of year | 3,210 | 3,857 | 4,317 | ||||||
Granted | 208 | 188 | 221 | ||||||
Exercised | (573) | (788) | (658) | ||||||
Forfeited | (2) | (47) | (23) | ||||||
Outstanding at end of year | 2,843 | 3,210 | 3,857 | ||||||
Weighted average exercise price per option: | |||||||||
Outstanding at beginning of year | $ | 39.87 | $ | 35.08 | $ | 32.46 | |||
Granted | $ | 103.31 | $ | 84.93 | $ | 60.67 | |||
Exercised | $ | 22.09 | $ | 25.68 | $ | 25.66 | |||
Forfeited | $ | 29.24 | $ | 64.97 | $ | 58.10 | |||
Outstanding at end of year | $ | 48.10 | $ | 39.87 | $ | 35.08 | |||
Following is a summary of stock options as of December 31, 2025:
Number of options exercisable at end of year (in thousands) | 2,454 | |||||
Weighted average exercise price per exercisable option | $ | 41.33 | ||||
Weighted average remaining contractual term (in years): | ||||||
Outstanding | 4.6 | |||||
Exercisable | 4.0 | |||||
Aggregate intrinsic value: | ||||||
Outstanding (in thousands) | $ | 238,104 | ||||
Exercisable (in thousands) | $ | 222,104 | ||||
Expected vesting amounts: | ||||||
Number of options expected to vest (in thousands) | 383 | |||||
Weighted average vesting period (in months) | 10 |
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 19, 2025 | |
| 2020 | Feb 25, 2021 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.