Sec Form 4 Filing - SPG GP, LLC @ Velocity Financial, Inc. - 2025-03-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person SPG GP, LLC 2. Issuer Name and Ticker or Trading Symbol Velocity Financial, Inc. [ VEL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 545 MADISON AVENUE, 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/27/2025 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/27/2025 M( 5 ) 892,777 ( 2 ) A $ 2.96 13,165,542 I Notes ( 1 ) ( 7 ) ( 8 ) Common Stock 03/27/2025 M( 5 ) 446,389 ( 3 ) A $ 4.94 13,611,931 I Notes ( 1 ) ( 7 ) ( 8 ) Common Stock 03/27/2025 F( 5 ) 258,828 ( 6 ) D $ 18.73 13,353,103 I Notes ( 1 ) ( 7 ) ( 8 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Private Placement Warrant (right to buy) $ 2.96 03/27/2025 M( 5 ) 892,777 ( 2 ) 08/13/2020 05/07/2025 Common Stock 892,777 ( 2 ) ( 4 ) 0 I Notes ( 1 ) ( 8 ) Private Placement Warrant (right to buy) $ 4.94 03/27/2025 M( 5 ) 446,389 ( 3 ) 08/13/2020 05/07/2025 Common Stock 446,389 ( 3 ) ( 4 ) 0 I Notes ( 1 ) ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SPG GP, LLC 545 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10022 X X Snow Ian K 545 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10022 X X Snow Phipps Group AIV, L.P. 545 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10022 X X Snow Phipps Group (RPV), L.P. 545 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10022 X X Snow Phipps Group AIV (Offshore), L.P. 545 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10022 X X Snow Phipps Group (B), L.P. 545 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10022 X X SPG Co-Investment, L.P. 545 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10022 X X Signatures See Exhibit 99.1 for Signatures 03/31/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed by and behalf of: Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group (B), L.P. ("SPG B"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and SPG Co-Investment, L.P. ("SPG Co-Investment") (collectively, the "SPG Fund Entities"); SPG GP, LLC, the general partner of each of the SPG Fund Entities ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons"). ( 2 )Represents in the aggregate directly held Private Placement Warrants ("Warrants") exercised for shares of Common Stock, as follows: 841,408 shares by SPG AIV; 43,815 shares by SPG RPV; and 7,554 shares by SPG AIV Offshore. ( 3 )Represents in the aggregate directly held Warrants exercised for shares of Common Stock, as follows: 420,704 shares by SPG AIV; 21,908 shares by SPG RPV; and 3,777 shares by SPG AIV Offshore. ( 4 )Not applicable. ( 5 )Cashless exercise of all of the Warrants. ( 6 )The cashless exercise resulted in the withholding of Common Stock by the Issuer of (i) 243,933 shares for SPG AIV, (ii) 12,704 shares for SPG RPV, and (iii) 2,191 shares for SPG AIV Offshore, in each case, determined using the last sale price of the Common Stock on March 27, 2025, of $18.73 per share, pursuant to the terms of the Warrants. ( 7 )Following the cashless exercise of all the Warrants, represents in the aggregate shares of Common Stock directly held as follows: 12,339,174 shares by SPG AIV; 642,654 shares by SPG RPV; 61,719 shares by SPG B; 260,705 shares by SPG AIV Offshore; and 48,851 shares by SPG Co-Investment. ( 8 )Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one or more of of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

Remarks: Exhibit 99.1 (Signatures and Joint Filer Information) is incorporated herein by reference.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.