PennyMac Financial Services (PFSI) S-8 POSRegistration of securities for employees (post-effective amendment)

As filed with the Securities and Exchange Commission on May 31, 2022

Registration No. 333-188929

Registration No. 333-213602

Registration No. 333-218388

Registration No. 333-225582

Registration No. 333-232081

Registration No. 333-238967

Registration No. 333-256900

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (No. 333-188929)

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (No. 333-213602)

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (No. 333-218388)

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (No. 333-225582)

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (No. 333-232081)

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (No. 333-238967)

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (No. 333-256900)

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

PENNYMAC FINANCIAL SERVICES, INC. 2013 EQUITY INCENTIVE PLAN
(Full Title of the Plan)

Derek W. Stark

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

(Name and address of agent for service)

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    o

EXPLANATORY NOTE

This Post-Effective Amendment (this “Post-Effective Amendment”) relates to PennyMac Financial Services, Inc.’s (the “Registrant”) Registration Statement on Form S-8 (File No. 333-188929), as filed with the Securities and Exchange Commission (the “SEC”) on May 30, 2013, and a Post-Effective Amendment to such registration statement was filed on November 1, 2018 (File No. 333-188929) (together with such registration statement, the “Initial S-8”), Registration Statement on Form S-8 (File No. 333-213602), filed with the SEC on September 13, 2016 and a Post-Effective Amendment to such registration statement filed on November 1, 2018 (File No. 333-213602) (together with such registration statement, the “2016 S-8”), Registration Statement on Form S-8 (File No. 333-218388) filed with the SEC on May 31, 2017 and a Post-Effective Amendment to such registration statement filed on November 1, 2018 (File No. 333-218388) (together with such registration statement, the “2017 S-8”), a Registration Statement on Form S-8 (File No. 333-225582) filed with the SEC on June 12, 2018 and a Post-Effective Amendment to such registration statement filed on November 1, 2018 (File No. 333-225582) (together with such registration statement, the “2018 S-8”), a Registration Statement on Form S-8 filed with the SEC on June 12, 2019 (File No. 333-232081) (the “2019 S-8”), a Registration Statement on Form S-8 filed with the SEC on June 5, 2020 (File No. 333-238967) (the “2020 S-8”), a Registration Statement on Form S-8 filed with the SEC on June 8, 2021 (File No. 333-256900) (the “2021 S-8,” and together with the Initial S-8, the 2016 S-8, the 2017 S-8, the 2018 S-8, the 2019 S-8 and the 2020 S-8, the “Prior Registration Statements”). The Prior Registration Statements registered shares of PennyMac Financial Services, Inc.’s common stock, par value $0.0001 per share (“Common Stock”), to be issued pursuant to the PennyMac Financial Services, Inc. 2013 Equity Incentive Plan (the “2013 Plan”).

On May 24, 2022 (the “Effective Date”), at the Registrant’s 2022 Annual Meeting of Stockholders, the Registrant’s stockholders approved PennyMac Financial Services, Inc. 2022 Equity Incentive Plan (the “2022 Plan”), which the Registrant’s Board of Directors had previously approved, subject to shareholder approval. In connection therewith, the 2022 Plan replaced the 2013 Plan with respect to awards granted after the Effective Date, and the shares of Common Stock remaining available for future awards under the 2013 Plan as of the Effective Date were cancelled.

As of the Effective Date, 2,714,369 shares of Common Stock remained available for issuance under the 2013 Plan and were not subject to outstanding awards under the 2013 Plan. Therefore, in accordance with the undertakings contained in the Prior Registration Statements, the Company hereby deregisters 2,714,369 shares of Common Stock that have not been and will not be issued under the 2013 Plan. The Prior Registration Statements will remain in effect to cover the potential issuances of shares of Common Stock pursuant to terms of awards outstanding under the 2013 Plan as of the Effective Date.

Contemporaneously with the filing of this Post-Effective Amendment, the Registrant is filing a Registration Statement on Form S-8 to register 4,600,000 newly authorized shares of Common Stock that may be issued pursuant to the 2022 Plan (the “New Registration Statement”). No additional shares of Common Stock are being registered by this Post-Effective Amendment.