| Long-Term Debt |
Note 15—Long-Term Debt Notes Payable Secured by Mortgage Servicing Assets Term Notes and Term Loans The Company, through its wholly-owned subsidiaries PNMAC, PLS and the PNMAC GMSR ISSUER TRUST (“Issuer Trust”) has entered into a structured finance transaction, in which PLS pledges and/or sells to the Issuer Trust participation certificates representing beneficial interests in Ginnie Mae mortgage servicing assets pursuant to a repurchase agreement. The Issuer Trust has issued VFNs to PLS (which PLS, in turn, sells under agreements to repurchase), has issued secured term notes (the “Term Notes”) to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and has entered into a series of syndicated term loans with various lenders (the “Term Loans”). Beneficial interests in the Agency MSRs, servicing advances and margin deposit assets collectively serve as the collateral securing servicing asset facilities that issue Assets sold under agreements to repurchase and the Term Notes and Term Loans included in Notes payable secured by mortgage servicing assets. Creditors to the Assets sold under agreements to repurchase and the Term Notes and Term Loans have equal priority in claims to the collateral held by the Issuer Trust. Following is a summary of the issued and outstanding Term Notes and Term Loans: | | | | | | | | | | | | | | | | | Maturity date | Issuance date | | Principal balance | | Annual interest rate spread (1) | | Stated | | Optional extension (2) | | | (in thousands) | | | | | | | Term Notes: | | | | | | | | | | February 29, 2024 | | $ | 425,000 | | 3.20% | | March 26, 2029 | | March 25, 2031 | August 14, 2025 | | | 300,000 | | 2.45% | | August 26, 2030 | | August 25, 2032 | Term Loans: | | | | | | | | | | February 28, 2023 | | | 480,000 | | 3.00% | | February 25, 2028 | | February 25, 2029 | October 25, 2023 | | | 125,000 | | 3.00% | | October 25, 2028 | | | | | $ | 1,330,000 | | | | | | |
| (1) | Interest is charged at a rate of SOFR plus a spread. |
| (2) | The Term Notes and Term Loans’ indentures provide the Company with the option to extend the maturity of certain of the Term Notes or Term Loans as specified in the respective agreements. |
Freddie Mac MSR Note Payable The Company has a note payable facility with one lender that is secured by Freddie Mac MSRs. Interest is charged at a rate of SOFR plus a spread as defined in the agreement. The facility expires on August 21, 2026. The maximum amount that the Company may borrow under the notes payable is $650 million, all of which is committed, and may be reduced by other debt outstanding with the lender. Notes payable secured by mortgage servicing assets are summarized below: | | | | | | | | | Quarter ended March 31, | | | 2026 | | 2025 | | | | (dollars in thousands) | Average balance | | $ | 1,332,222 | | $ | 1,863,611 | Weighted average interest rate (1) | | | 6.72% | | | 7.85% | Total interest expense | | $ | 22,389 | | $ | 36,578 |
| (1) | Excludes the effect of amortization of debt issuance costs totaling $305,000 and $513,000 for the quarters ended March 31, 2026 and 2025, respectively. |
| | | | | | | | | March 31, | | December 31, | | | 2026 | | 2025 | | | | (dollars in thousands) | Carrying value: | | | | | | | Unpaid principal balance: | | | | | | | Term Notes and Term Loans | | $ | 1,330,000 | | $ | 1,330,000 | Freddie Mac MSR notes payable | | | 100,000 | | | — | | | | 1,430,000 | | | 1,330,000 | Unamortized debt issuance costs | | | (3,675) | | | (3,979) | | | $ | 1,426,325 | | $ | 1,326,021 | Weighted average interest rate | | | 6.64% | | | 6.69% | Assets pledged to secure notes payable (1): | | | | | | | Servicing advances | | $ | 394,107 | | $ | 406,825 | Mortgage servicing rights | | $ | 8,831,375 | | $ | 9,367,851 | Margin deposits | | $ | 12,630 | | $ | 10,393 |
| (1) | Beneficial interests in the Ginnie Mae MSRs, Fannie Mae MSRs, servicing advances and margin deposit assets collectively serve as the collateral securing servicing asset facilities that issue Assets sold under agreements to repurchase and the Term Notes and Term Loans included in Notes payable secured by mortgage servicing assets. |
Unsecured Senior Notes The Company has issued unsecured senior notes (the “Unsecured Notes”) to qualified institutional buyers under Rule 144A of the Securities Act. The Unsecured Notes are senior unsecured obligations of the Company and will rank senior in right of payment to any future subordinate indebtedness of the Company, equally in right of payment with all existing and future senior indebtedness of the Company and effectively subordinate to any existing and future secured indebtedness of the Company to the extent of the fair value of collateral securing such indebtedness. The Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company’s existing and future wholly-owned domestic subsidiaries (other than certain excluded subsidiaries defined in the indenture under which the Unsecured Notes were issued). The guarantees are senior unsecured obligations of the guarantors and will rank senior in right of payment to any future subordinate indebtedness of the guarantors, equally in right of payment with all existing and future senior indebtedness of the guarantors and effectively subordinate to any existing and future secured indebtedness of the guarantors to the extent of the fair value of collateral securing such indebtedness. The Unsecured Notes and the guarantees are structurally subordinate to the indebtedness and liabilities of the Company’s subsidiaries that do not guarantee the Unsecured Notes. Following is a summary of the Company’s outstanding Unsecured Notes: | | | | | | | | | | Issuance date | | Principal balance | | Note interest rate | | Maturity date | | Optional redemption date (1) | | | (in thousands) | | (annual) | | | | | February 11, 2021 | | $ | 650,000 | | 4.25% | | February 15, 2029 | | February 15, 2024 | September 16, 2021 | | | 500,000 | | 5.75% | | September 15, 2031 | | September 15, 2026 | December 11, 2023 | | | 750,000 | | 7.875% | | December 15, 2029 | | December 15, 2026 | May 23, 2024 | | | 650,000 | | 7.125% | | November 15, 2030 | | November 15, 2026 | February 6, 2025 | | | 850,000 | | 6.875% | | February 15, 2033 | | February 15, 2028 | May 1, 2025 | | | 850,000 | | 6.875% | | May 15, 2032 | | May 15, 2028 | August 7, 2025 | | | 650,000 | | 6.750% | | February 15, 2034 | | August 15, 2028 | | | $ | 4,900,000 | | | | | | |
| (1) | Before the optional redemption date, the Company may redeem some or all of the Unsecured Notes for that issuance at a price equal to 100% of the principal amount, plus accrued and unpaid interest and a make-whole premium or the Company may redeem up to 40% of the Unsecured Notes for that issuance with an amount equal to or less than the net proceeds from certain equity offerings at the redemption price set forth in the indenture, plus accrued and unpaid interest. On or after the optional redemption date, the Company may redeem some or all of the Unsecured Notes for that issuance at the redemption prices set forth in the indenture, plus accrued interest. |
| | | | | | | | | Quarter ended March 31, | | | 2026 | | 2025 | | | | (dollars in thousands) | Average balance | | $ | 4,900,000 | | $ | 3,710,000 | Weighted average interest rate (1) | | | 6.58% | | | 6.26% | Total interest expense | | $ | 83,279 | | $ | 60,137 |
| (1) | Excludes the effect of amortization of debt issuance costs of $2.7 million and $2.0 million for the quarters ended March 31, 2026 and 2025, respectively. |
| | | | | | | | | March 31, | | December 31, | | | 2026 | | 2025 | | | | (dollars in thousands) | Carrying value: | | | | | | | Unpaid principal balance | | $ | 4,900,000 | | $ | 4,900,000 | Unamortized debt issuance costs and premiums, net | | | (65,604) | | | (68,258) | | | $ | 4,834,396 | | $ | 4,831,742 | Weighted average interest rate | | | 6.58% | | | 6.58% |
Maturities of Long-Term Debt Maturities of long-term debt (based on stated maturity dates) are as follows: | | | | | | | | | | | | | | | | | | | | | | | | Twelve months ended March 31, | | | | | | 2027 | | 2028 | | 2029 | | 2030 | | 2031 | | Thereafter | | Total | | | | (in thousands) | Notes payable secured by mortgage servicing assets (1) | | $ | — | | $ | 480,000 | | $ | 550,000 | | $ | — | | $ | 300,000 | | $ | — | | $ | 1,330,000 | Unsecured senior notes | | | — | | | — | | | 650,000 | | | 750,000 | | | 650,000 | | | 2,850,000 | | | 4,900,000 | Total | | $ | — | | $ | 480,000 | | $ | 1,200,000 | | $ | 750,000 | | $ | 950,000 | | $ | 2,850,000 | | $ | 6,230,000 |
| (1) | The Term Notes and Term Loans’ indentures provide the Company with the option to extend the maturity of the Term Notes and Term Loans as specified in the respective agreements. |
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