Issuer:

PennyMac Mortgage Investment Trust

Securities Offered:

8.125% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Shares of Beneficial Interest (“Series A Preferred Shares”)

Shares Offered:

4,600,000 Series A Preferred Shares

Over-Allotment Option:

690,000 Series A Preferred Shares

Trade Date:

March 2, 2017

Settlement and Delivery Date:

March 9, 2017 (T+5)

Public Offering Price:

$25.00 liquidation preference per share; $115,000,000 in aggregate liquidation preference assuming the over-allotment option is not exercised and $132,250,000 in aggregate liquidation preference assuming the over-allotment option is exercised in full

Underwriting Discount:

$0.7875 per share; $3,622,500 total assuming the over-allotment option is not exercised and $4,165,875 total assuming the over-allotment option is exercised in full

Net Proceeds to the Issuer, Before Expenses:

$24.2125 per share; $111,377,500 total assuming the over-allotment option is not exercised and $128,084,125 total assuming the over-allotment option is exercised in full

Dividend Rate:

From, and including, the date of original issuance to, but not including, March 15, 2024, at a fixed rate equal to 8.125% per annum based on the $25.00 per share liquidation preference, or $2.03125 per share, and from, and including, March 15, 2024 and thereafter, at a floating rate equal to three-month LIBOR plus a spread of 5.831% per annum based on the $25.00 per share liquidation preference

Dividend Payment Date:

Quarterly cumulative dividends, in arrears, on the 15th day of each March, June, September and December (provided that if any dividend payment date is not a business day, then the dividend which would otherwise have been payable on that dividend payment date may be paid on the next succeeding business day). Dividends will accumulate and be cumulative from, and including, the date of original issuance, which is expected to be March 9, 2017. The first dividend will be payable on June 15, 2017 in the amount of $0.54167 per share and will be paid to the persons who are the holders of record of the Series A Preferred Shares at the close of business on the corresponding dividend record date, which is June 1, 2017.

Dividend Record Date:

The first day of the calendar month, whether or not a business day, in which the applicable dividend payment date falls; the first dividend record date will be June 1, 2017.

Liquidation Preference:

$25.00 per share

Optional Redemption:

Beginning March 15, 2024

Conversion Rights:

Share Cap: 2.95858

If the Common Share Price (as defined in the Preliminary Prospectus Supplement) is less than $8.45 per share (which is 50% of the per share closing price of the Issuer’s common shares reported on the New York Stock Exchange on March 1, 2017), subject to adjustment in certain circumstances, the holders of the Series A Preferred Shares will receive a maximum of 2.95858 of the Issuer’s common shares per Series A Preferred Share.

Proposed NYSE Listing Symbol:

PMT PrA

CUSIP:

70931T 301

ISIN:

US70931T3014

Joint Book-Running Managers:

Morgan Stanley & Co. LLC
Keefe, Bruyette & Woods, Inc.
RBC Capital Markets, LLC