VEL

SEC source: 0001214659-22-000911 · marketforms-55102.xml · nonDerivative · entry 1

Kelly Roland Thomas · CIK 0001817058 · Chief Legal Officer and GC

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 26,655

F1 · kind: Shares withheld and retained by Velocity as payment for tax liabilities resulting from the vesting of previously granted restricted stock.

SEC source: 0001214659-22-000912 · marketforms-55103.xml · nonDerivative · entry 1

Taylor Jeffrey T. · CIK 0001524986 · Executive VP, Capital Markets

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 57,347

F1 · kind: Shares withheld and retained by Velocity as payment for tax liabilities resulting from the vesting of previously granted restricted stock.

SEC source: 0001214659-22-000913 · marketforms-55104.xml · nonDerivative · entry 1

Szczepaniak Mark R · CIK 0001794812 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 58,940

F1 · kind: Shares withheld and retained by Velocity as payment for tax liabilities resulting from the vesting of previously granted restricted stock.

SEC source: 0001214659-22-000910 · marketforms-55105.xml · nonDerivative · entry 1

Oltmann Christopher J · CIK 0001794793 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,218

F1 · kind: Shares withheld and retained by Velocity as payment for tax liabilities resulting from the vesting of previously granted restricted stock.

SEC source: 0000899243-21-039844 · doc4.xml · derivative · entry 2

TOBI III SPE I LLC · CIK 0001792715 · Director · 10% owner

PACIFIC INVESTMENT MANAGEMENT CO LLC · CIK 0001163368 · Director · 10% owner

LVS III Holding LP · CIK 0001792718 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 6,493,506 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: The Series A Preferred Stock was not convertible until Velocity Financial, Inc. (the "Issuer") obtained stockholder approval, which was obtained on August 13, 2020, following which the Series A Preferred Stock became convertible into shares of Common Stock, at the option of TOBI (or a permitted transferee) at an initial conversion price of $3.85 per share of Common Stock, equivalent to an initial conversion rate of 259.74, subject to customary anti-dilution adjustments. In addition, the Series A Preferred Stock was subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. On October 8, 2021, the Issuer exercised its option to mandatorily convert all shares of Series A Preferred Stock then outstanding.

F3 · derivative.expiration_date: The Series A Preferred Stock has no expiration date.

F1 · ownership.direct: TOBI III SPE I LLC, a Delaware limited liability company ("TOBI"), is the direct holder of the Issuer's securities. TOBI was formed solely for the purpose of investing in the Issuer. LVS III Holding LP, a Delaware limited partnership ("LVS"), is the sole member of TOBI and operates as a pooled investment fund and invests (among other things) in operating companies. PIMCO GP XVII, LLC, a Delaware limited liability company ("PIMCO GP"), is the sole general partner of LVS. Pacific Investment Management Company LLC is the sole managing member of PIMCO GP, retains a pecuniary interest therein, and has the power to make voting and investment decisions regarding the securities of the Issuer held by TOBI. The signatory below executes this Form 4 on behalf of each Reporting Person as an Executive Vice President of PIMCO.

SEC source: 0000899243-21-039844 · doc4.xml · nonDerivative · entry 1

TOBI III SPE I LLC · CIK 0001792715 · Director · 10% owner

PACIFIC INVESTMENT MANAGEMENT CO LLC · CIK 0001163368 · Director · 10% owner

LVS III Holding LP · CIK 0001792718 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,963,806

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.direct: TOBI III SPE I LLC, a Delaware limited liability company ("TOBI"), is the direct holder of the Issuer's securities. TOBI was formed solely for the purpose of investing in the Issuer. LVS III Holding LP, a Delaware limited partnership ("LVS"), is the sole member of TOBI and operates as a pooled investment fund and invests (among other things) in operating companies. PIMCO GP XVII, LLC, a Delaware limited liability company ("PIMCO GP"), is the sole general partner of LVS. Pacific Investment Management Company LLC is the sole managing member of PIMCO GP, retains a pecuniary interest therein, and has the power to make voting and investment decisions regarding the securities of the Issuer held by TOBI. The signatory below executes this Form 4 on behalf of each Reporting Person as an Executive Vice President of PIMCO.

SEC source: 0000899243-21-040011 · doc4.xml · derivative · entry 2

SPG GP, LLC · CIK 0001696701 · Director · 10% owner

Snow Phipps Group AIV, L.P. · CIK 0001798851 · Director · 10% owner

Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner

Snow Phipps Group AIV (Offshore), L.P. · CIK 0001798852 · Director · 10% owner

Snow Ian K · CIK 0001327044 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 5,194,805 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval").

F2 · derivative.exercise_price: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date.

F1 · kind: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval").

F2 · kind: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date.

F1 · shares: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval").

F2 · shares: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date.

F3 · shares: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P., the "Reporting Persons"). Represents (i) 4,895,844 shares of Common Stock held directly by Snow Phipps Group AIV, L.P., (ii) 255,064 shares of Common Stock held directly by Snow Phipps Group (RPV), L.P., and 43,896 shares of Common Stock held directly by Snow Phipps Group AIV (Offshore) L.P. Other than Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. the Reporting Persons do not themselves directly hold any Common Stock.

F1 · derivative.exercise_date: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval").

F2 · derivative.exercise_date: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date.

F1 · derivative.expiration_date: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval").

F2 · derivative.expiration_date: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date.

F1 · derivative.underlying_shares: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval").

F2 · derivative.underlying_shares: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date.

F3 · derivative.underlying_shares: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P., the "Reporting Persons"). Represents (i) 4,895,844 shares of Common Stock held directly by Snow Phipps Group AIV, L.P., (ii) 255,064 shares of Common Stock held directly by Snow Phipps Group (RPV), L.P., and 43,896 shares of Common Stock held directly by Snow Phipps Group AIV (Offshore) L.P. Other than Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. the Reporting Persons do not themselves directly hold any Common Stock.

F1 · balance_after: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval").

F2 · balance_after: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date.

F3 · balance_after: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P., the "Reporting Persons"). Represents (i) 4,895,844 shares of Common Stock held directly by Snow Phipps Group AIV, L.P., (ii) 255,064 shares of Common Stock held directly by Snow Phipps Group (RPV), L.P., and 43,896 shares of Common Stock held directly by Snow Phipps Group AIV (Offshore) L.P. Other than Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. the Reporting Persons do not themselves directly hold any Common Stock.

F1 · ownership.nature: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval").

F2 · ownership.nature: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date.

F3 · ownership.nature: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P., the "Reporting Persons"). Represents (i) 4,895,844 shares of Common Stock held directly by Snow Phipps Group AIV, L.P., (ii) 255,064 shares of Common Stock held directly by Snow Phipps Group (RPV), L.P., and 43,896 shares of Common Stock held directly by Snow Phipps Group AIV (Offshore) L.P. Other than Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. the Reporting Persons do not themselves directly hold any Common Stock.

F4 · ownership.nature: Each of the Reporting Persons disclaims beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein

SEC source: 0000899243-21-040011 · doc4.xml · nonDerivative · entry 1

SPG GP, LLC · CIK 0001696701 · Director · 10% owner

Snow Phipps Group AIV, L.P. · CIK 0001798851 · Director · 10% owner

Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner

Snow Phipps Group AIV (Offshore), L.P. · CIK 0001798852 · Director · 10% owner

Snow Ian K · CIK 0001327044 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 12,272,765

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval").

F2 · shares: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date.

F3 · shares: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P., the "Reporting Persons"). Represents (i) 4,895,844 shares of Common Stock held directly by Snow Phipps Group AIV, L.P., (ii) 255,064 shares of Common Stock held directly by Snow Phipps Group (RPV), L.P., and 43,896 shares of Common Stock held directly by Snow Phipps Group AIV (Offshore) L.P. Other than Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. the Reporting Persons do not themselves directly hold any Common Stock.

F1 · ownership.direct: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval").

F2 · ownership.direct: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date.

F3 · ownership.direct: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P., the "Reporting Persons"). Represents (i) 4,895,844 shares of Common Stock held directly by Snow Phipps Group AIV, L.P., (ii) 255,064 shares of Common Stock held directly by Snow Phipps Group (RPV), L.P., and 43,896 shares of Common Stock held directly by Snow Phipps Group AIV (Offshore) L.P. Other than Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. the Reporting Persons do not themselves directly hold any Common Stock.

F1 · ownership.nature: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval").

F2 · ownership.nature: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date.

F3 · ownership.nature: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P., the "Reporting Persons"). Represents (i) 4,895,844 shares of Common Stock held directly by Snow Phipps Group AIV, L.P., (ii) 255,064 shares of Common Stock held directly by Snow Phipps Group (RPV), L.P., and 43,896 shares of Common Stock held directly by Snow Phipps Group AIV (Offshore) L.P. Other than Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. the Reporting Persons do not themselves directly hold any Common Stock.

F4 · ownership.nature: Each of the Reporting Persons disclaims beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein

SEC source: 0001214659-21-005742 · marketforms-52866.xml · nonDerivative · entry 1

Beckett Dorika M · CIK 0001819565 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,837

F1 · kind: Annual grant of restricted stock upon re-election by our shareholders to Velocity's Board of Directors.

SEC source: 0001214659-21-005741 · marketforms-52867.xml · nonDerivative · entry 1

Pitstick John · CIK 0001412378 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,837

F1 · kind: Annual grant of restricted stock upon re-election by our shareholders to Velocity's Board of Directors.

SEC source: 0001214659-21-005740 · marketforms-52869.xml · nonDerivative · entry 1

Schaefer Joy L. · CIK 0001524990 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,304

F1 · kind: Annual grant of restricted stock upon re-election by our shareholders to Velocity's Board of Directors.

SEC source: 0001214659-21-000626 · marketforms-50957.xml · nonDerivative · entry 1

Kelly Roland Thomas · CIK 0001817058 · General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,100

SEC source: 0001214659-21-000628 · marketforms-50956.xml · nonDerivative · entry 1

Farrar Christopher D. · CIK 0001524993 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 185,000

SEC source: 0001214659-21-000627 · marketforms-50958.xml · nonDerivative · entry 1

Taylor Jeffrey T. · CIK 0001524986 · Executive VP, Capital Markets

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 64,823

SEC source: 0001214659-21-000625 · marketforms-50959.xml · nonDerivative · entry 1

Szczepaniak Mark R · CIK 0001794812 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 66,400

SEC source: 0001214659-21-000624 · marketforms-50961.xml · nonDerivative · entry 1

Cowell Joseph A · CIK 0001794796 · See below

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,222

SEC source: 0001214659-21-000623 · marketforms-50962.xml · nonDerivative · entry 1

Oltmann Christopher J · CIK 0001794793 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,750

SEC source: 0001214659-21-000622 · marketforms-50960.xml · nonDerivative · entry 1

Comley Graham M · CIK 0001794794 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,100

SEC source: 0001214659-20-010738 · marketforms-50774.xml · derivative · entry 1

Beckett Dorika M · CIK 0001819565 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,500

Underlying: Common Stock · 12,500 shares

Expires 2030-12-24

F1 · derivative.exercise_date: These options vest in three equal installments on the first three anniversaries of the grant date, subject to continued service on the vesting date.

SEC source: 0001214659-20-007701 · marketforms-49641.xml · nonDerivative · entry 1

Pitstick John · CIK 0001412378 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,000

F1 · price: Weighted average price per share. The reporting person undertakes to provide the Issuer, any securityholder of the Issuer or Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price.

SEC source: 0001214659-20-007400 · marketforms-49498.xml · nonDerivative · entry 1

Taylor Jeffrey T. · CIK 0001524986 · Executive VP, Capital Markets

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,823

F1 · price: Weighted average price per share. The reporting person undertakes to provide the Issuer, any securityholder of the Issuer or Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price.

SEC source: 0001214659-20-007399 · marketforms-49499.xml · nonDerivative · entry 1

Farrar Christopher D. · CIK 0001524993 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,000

SEC source: 0001209191-20-033302 · doc4.xml · nonDerivative · entry 1

Pitstick John · CIK 0001412378 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,000

F1 · price: The price reported in Column 4 is the average price. These shares were purchased in multiple transactions. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

SEC source: 0000899243-20-014278 · doc4.xml · nonDerivative · entry 1

Szczepaniak Mark R · CIK 0001794812 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,400

SEC source: 0000899243-20-014086 · doc4.xml · nonDerivative · entry 1

Oltmann Christopher J · CIK 0001794793 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,750

SEC source: 0000899243-20-014088 · doc4.xml · nonDerivative · entry 1

Taylor Jeffrey T. · CIK 0001524986 · Executive VP, Capital Markets

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,623

SEC source: 0000899243-20-014085 · doc4.xml · nonDerivative · entry 1

Comley Graham M · CIK 0001794794 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,000

SEC source: 0000899243-20-014082 · doc4.xml · nonDerivative · entry 1

Cowell Joseph A · CIK 0001794796 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,222

SEC source: 0000899243-20-010621 · doc4.xml · derivative · entry 3

SPG GP, LLC · CIK 0001696701 · Director · 10% owner

Snow Phipps Group AIV, L.P. · CIK 0001798851 · Director · 10% owner

Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner

Snow Ian K · CIK 0001327044 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 446,389

Underlying: Common Stock · 446,389 shares

Expires not disclosed

F1 · kind: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), TOBI III SPE I LLC and Velocity Financial, Inc. (the "Issuer"), SPG AIV and SPG RPV acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) warrants to purchase an aggregate of 3,013,125 shares of the Issuer's common stock par value $0.01 ("Common Stock") (the "Warrants"). The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted,

F2 · kind: (Continued from footnote 1) the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of SPG AIV and SPG RPV (or a respective permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments. In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of SPG AIV and SPG RPV (or a respective permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date.

F6 · kind: After the Issuer obtains the Stockholder Approval, the Warrants are exercisable at the warrantholder's option at any time, in whole or in part, through April 7, 2025. The 1,272,882 Warrants held by SPG AIV and the 66,284 Warrants held by SPG RPV are convertible into Common Stock according to the following pricing mechanics (i) the 848,588 Warrants held by SPG AIV and 44,189 Warrants held by SPG RPV have an exercise price of $2.96 per share and are exercisable as of April 7, 2020 and (ii) the 424,294 Warrants held by SPG AIV and 22,095 Warrants held by SPG RPV have an exercise price of $4.94 per share and are exercisable as of April 7, 2020. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary antidilution adjustments.. The Issuer is not required to effect an exercise of Warrants, if after giving effect to the issuance of Common Stock upon exercise of such Warrants such warrantholder

F7 · kind: (Continued from footnote 6) together with its affiliates would beneficially own 49% or more of the Issuer's outstanding Common Stock. The election of a warrantholder to exercise Warrants may be conditioned or contingent upon the occurrence of a specified event or transaction.

F3 · shares: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock.

F6 · shares: After the Issuer obtains the Stockholder Approval, the Warrants are exercisable at the warrantholder's option at any time, in whole or in part, through April 7, 2025. The 1,272,882 Warrants held by SPG AIV and the 66,284 Warrants held by SPG RPV are convertible into Common Stock according to the following pricing mechanics (i) the 848,588 Warrants held by SPG AIV and 44,189 Warrants held by SPG RPV have an exercise price of $2.96 per share and are exercisable as of April 7, 2020 and (ii) the 424,294 Warrants held by SPG AIV and 22,095 Warrants held by SPG RPV have an exercise price of $4.94 per share and are exercisable as of April 7, 2020. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary antidilution adjustments.. The Issuer is not required to effect an exercise of Warrants, if after giving effect to the issuance of Common Stock upon exercise of such Warrants such warrantholder

F7 · shares: (Continued from footnote 6) together with its affiliates would beneficially own 49% or more of the Issuer's outstanding Common Stock. The election of a warrantholder to exercise Warrants may be conditioned or contingent upon the occurrence of a specified event or transaction.

F10 · price: The Warrants were issued to the Reporting Persons in connection with their purchase of the Series A Preferred Stock at an aggregate purchase price of $1000 per share of Series A Preferred Stock.

F6 · derivative.exercise_date: After the Issuer obtains the Stockholder Approval, the Warrants are exercisable at the warrantholder's option at any time, in whole or in part, through April 7, 2025. The 1,272,882 Warrants held by SPG AIV and the 66,284 Warrants held by SPG RPV are convertible into Common Stock according to the following pricing mechanics (i) the 848,588 Warrants held by SPG AIV and 44,189 Warrants held by SPG RPV have an exercise price of $2.96 per share and are exercisable as of April 7, 2020 and (ii) the 424,294 Warrants held by SPG AIV and 22,095 Warrants held by SPG RPV have an exercise price of $4.94 per share and are exercisable as of April 7, 2020. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary antidilution adjustments.. The Issuer is not required to effect an exercise of Warrants, if after giving effect to the issuance of Common Stock upon exercise of such Warrants such warrantholder

F7 · derivative.exercise_date: (Continued from footnote 6) together with its affiliates would beneficially own 49% or more of the Issuer's outstanding Common Stock. The election of a warrantholder to exercise Warrants may be conditioned or contingent upon the occurrence of a specified event or transaction.

F9 · derivative.expiration_date: The right to purchase the Warrants is exercisable at any time or from time to time after receipt of the Approvals for five (5) years, but in no event later than 5:00 p.m., New York City time, April 7, 2025.

F3 · derivative.underlying_shares: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock.

F4 · derivative.underlying_shares: The amount shown represents the beneficial ownership held by each of the Reporting Persons as a group. Each of the Reporting Persons disclaims beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the Series A Preferred Stock and Warrants in this report shall not be deemed to be an admission of beneficial ownership of the reported Series A Preferred Stock and Warrants for the purposes of Section 16 of the Exchange Act or otherwise. Messrs. Pless and Mantel, each a Partner of SPG GP, LLC and / or one of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons.

F5 · derivative.underlying_shares: (Continued from footnote 4) Solely for purposes of Section 16 of the Exchange Act, 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.

F6 · derivative.underlying_shares: After the Issuer obtains the Stockholder Approval, the Warrants are exercisable at the warrantholder's option at any time, in whole or in part, through April 7, 2025. The 1,272,882 Warrants held by SPG AIV and the 66,284 Warrants held by SPG RPV are convertible into Common Stock according to the following pricing mechanics (i) the 848,588 Warrants held by SPG AIV and 44,189 Warrants held by SPG RPV have an exercise price of $2.96 per share and are exercisable as of April 7, 2020 and (ii) the 424,294 Warrants held by SPG AIV and 22,095 Warrants held by SPG RPV have an exercise price of $4.94 per share and are exercisable as of April 7, 2020. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary antidilution adjustments.. The Issuer is not required to effect an exercise of Warrants, if after giving effect to the issuance of Common Stock upon exercise of such Warrants such warrantholder

F7 · derivative.underlying_shares: (Continued from footnote 6) together with its affiliates would beneficially own 49% or more of the Issuer's outstanding Common Stock. The election of a warrantholder to exercise Warrants may be conditioned or contingent upon the occurrence of a specified event or transaction.

F3 · balance_after: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock.

F3 · ownership.direct: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock.

F1 · ownership.nature: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), TOBI III SPE I LLC and Velocity Financial, Inc. (the "Issuer"), SPG AIV and SPG RPV acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) warrants to purchase an aggregate of 3,013,125 shares of the Issuer's common stock par value $0.01 ("Common Stock") (the "Warrants"). The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted,

F2 · ownership.nature: (Continued from footnote 1) the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of SPG AIV and SPG RPV (or a respective permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments. In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of SPG AIV and SPG RPV (or a respective permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date.

F3 · ownership.nature: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock.

F4 · ownership.nature: The amount shown represents the beneficial ownership held by each of the Reporting Persons as a group. Each of the Reporting Persons disclaims beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the Series A Preferred Stock and Warrants in this report shall not be deemed to be an admission of beneficial ownership of the reported Series A Preferred Stock and Warrants for the purposes of Section 16 of the Exchange Act or otherwise. Messrs. Pless and Mantel, each a Partner of SPG GP, LLC and / or one of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons.

F5 · ownership.nature: (Continued from footnote 4) Solely for purposes of Section 16 of the Exchange Act, 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.

SEC source: 0000899243-20-010621 · doc4.xml · derivative · entry 2

SPG GP, LLC · CIK 0001696701 · Director · 10% owner

Snow Phipps Group AIV, L.P. · CIK 0001798851 · Director · 10% owner

Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner

Snow Ian K · CIK 0001327044 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 892,778

Underlying: Common Stock · 892,778 shares

Expires not disclosed

F1 · kind: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), TOBI III SPE I LLC and Velocity Financial, Inc. (the "Issuer"), SPG AIV and SPG RPV acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) warrants to purchase an aggregate of 3,013,125 shares of the Issuer's common stock par value $0.01 ("Common Stock") (the "Warrants"). The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted,

F2 · kind: (Continued from footnote 1) the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of SPG AIV and SPG RPV (or a respective permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments. In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of SPG AIV and SPG RPV (or a respective permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date.

F6 · kind: After the Issuer obtains the Stockholder Approval, the Warrants are exercisable at the warrantholder's option at any time, in whole or in part, through April 7, 2025. The 1,272,882 Warrants held by SPG AIV and the 66,284 Warrants held by SPG RPV are convertible into Common Stock according to the following pricing mechanics (i) the 848,588 Warrants held by SPG AIV and 44,189 Warrants held by SPG RPV have an exercise price of $2.96 per share and are exercisable as of April 7, 2020 and (ii) the 424,294 Warrants held by SPG AIV and 22,095 Warrants held by SPG RPV have an exercise price of $4.94 per share and are exercisable as of April 7, 2020. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary antidilution adjustments.. The Issuer is not required to effect an exercise of Warrants, if after giving effect to the issuance of Common Stock upon exercise of such Warrants such warrantholder

F7 · kind: (Continued from footnote 6) together with its affiliates would beneficially own 49% or more of the Issuer's outstanding Common Stock. The election of a warrantholder to exercise Warrants may be conditioned or contingent upon the occurrence of a specified event or transaction.

F3 · shares: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock.

F6 · shares: After the Issuer obtains the Stockholder Approval, the Warrants are exercisable at the warrantholder's option at any time, in whole or in part, through April 7, 2025. The 1,272,882 Warrants held by SPG AIV and the 66,284 Warrants held by SPG RPV are convertible into Common Stock according to the following pricing mechanics (i) the 848,588 Warrants held by SPG AIV and 44,189 Warrants held by SPG RPV have an exercise price of $2.96 per share and are exercisable as of April 7, 2020 and (ii) the 424,294 Warrants held by SPG AIV and 22,095 Warrants held by SPG RPV have an exercise price of $4.94 per share and are exercisable as of April 7, 2020. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary antidilution adjustments.. The Issuer is not required to effect an exercise of Warrants, if after giving effect to the issuance of Common Stock upon exercise of such Warrants such warrantholder

F7 · shares: (Continued from footnote 6) together with its affiliates would beneficially own 49% or more of the Issuer's outstanding Common Stock. The election of a warrantholder to exercise Warrants may be conditioned or contingent upon the occurrence of a specified event or transaction.

F10 · price: The Warrants were issued to the Reporting Persons in connection with their purchase of the Series A Preferred Stock at an aggregate purchase price of $1000 per share of Series A Preferred Stock.

F6 · derivative.exercise_date: After the Issuer obtains the Stockholder Approval, the Warrants are exercisable at the warrantholder's option at any time, in whole or in part, through April 7, 2025. The 1,272,882 Warrants held by SPG AIV and the 66,284 Warrants held by SPG RPV are convertible into Common Stock according to the following pricing mechanics (i) the 848,588 Warrants held by SPG AIV and 44,189 Warrants held by SPG RPV have an exercise price of $2.96 per share and are exercisable as of April 7, 2020 and (ii) the 424,294 Warrants held by SPG AIV and 22,095 Warrants held by SPG RPV have an exercise price of $4.94 per share and are exercisable as of April 7, 2020. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary antidilution adjustments.. The Issuer is not required to effect an exercise of Warrants, if after giving effect to the issuance of Common Stock upon exercise of such Warrants such warrantholder

F7 · derivative.exercise_date: (Continued from footnote 6) together with its affiliates would beneficially own 49% or more of the Issuer's outstanding Common Stock. The election of a warrantholder to exercise Warrants may be conditioned or contingent upon the occurrence of a specified event or transaction.

F9 · derivative.expiration_date: The right to purchase the Warrants is exercisable at any time or from time to time after receipt of the Approvals for five (5) years, but in no event later than 5:00 p.m., New York City time, April 7, 2025.

F3 · derivative.underlying_shares: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock.

F4 · derivative.underlying_shares: The amount shown represents the beneficial ownership held by each of the Reporting Persons as a group. Each of the Reporting Persons disclaims beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the Series A Preferred Stock and Warrants in this report shall not be deemed to be an admission of beneficial ownership of the reported Series A Preferred Stock and Warrants for the purposes of Section 16 of the Exchange Act or otherwise. Messrs. Pless and Mantel, each a Partner of SPG GP, LLC and / or one of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons.

F5 · derivative.underlying_shares: (Continued from footnote 4) Solely for purposes of Section 16 of the Exchange Act, 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.

F6 · derivative.underlying_shares: After the Issuer obtains the Stockholder Approval, the Warrants are exercisable at the warrantholder's option at any time, in whole or in part, through April 7, 2025. The 1,272,882 Warrants held by SPG AIV and the 66,284 Warrants held by SPG RPV are convertible into Common Stock according to the following pricing mechanics (i) the 848,588 Warrants held by SPG AIV and 44,189 Warrants held by SPG RPV have an exercise price of $2.96 per share and are exercisable as of April 7, 2020 and (ii) the 424,294 Warrants held by SPG AIV and 22,095 Warrants held by SPG RPV have an exercise price of $4.94 per share and are exercisable as of April 7, 2020. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary antidilution adjustments.. The Issuer is not required to effect an exercise of Warrants, if after giving effect to the issuance of Common Stock upon exercise of such Warrants such warrantholder

F7 · derivative.underlying_shares: (Continued from footnote 6) together with its affiliates would beneficially own 49% or more of the Issuer's outstanding Common Stock. The election of a warrantholder to exercise Warrants may be conditioned or contingent upon the occurrence of a specified event or transaction.

F3 · balance_after: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock.

F3 · ownership.direct: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock.

F1 · ownership.nature: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), TOBI III SPE I LLC and Velocity Financial, Inc. (the "Issuer"), SPG AIV and SPG RPV acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) warrants to purchase an aggregate of 3,013,125 shares of the Issuer's common stock par value $0.01 ("Common Stock") (the "Warrants"). The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted,

F2 · ownership.nature: (Continued from footnote 1) the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of SPG AIV and SPG RPV (or a respective permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments. In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of SPG AIV and SPG RPV (or a respective permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date.

F3 · ownership.nature: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock.

F4 · ownership.nature: The amount shown represents the beneficial ownership held by each of the Reporting Persons as a group. Each of the Reporting Persons disclaims beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the Series A Preferred Stock and Warrants in this report shall not be deemed to be an admission of beneficial ownership of the reported Series A Preferred Stock and Warrants for the purposes of Section 16 of the Exchange Act or otherwise. Messrs. Pless and Mantel, each a Partner of SPG GP, LLC and / or one of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons.

F5 · ownership.nature: (Continued from footnote 4) Solely for purposes of Section 16 of the Exchange Act, 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.

SEC source: 0000899243-20-010621 · doc4.xml · derivative · entry 1

SPG GP, LLC · CIK 0001696701 · Director · 10% owner

Snow Phipps Group AIV, L.P. · CIK 0001798851 · Director · 10% owner

Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner

Snow Ian K · CIK 0001327044 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 20,000

Underlying: Common Stock · 5,194,805 shares

Expires not disclosed

F1 · kind: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), TOBI III SPE I LLC and Velocity Financial, Inc. (the "Issuer"), SPG AIV and SPG RPV acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) warrants to purchase an aggregate of 3,013,125 shares of the Issuer's common stock par value $0.01 ("Common Stock") (the "Warrants"). The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted,

F2 · kind: (Continued from footnote 1) the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of SPG AIV and SPG RPV (or a respective permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments. In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of SPG AIV and SPG RPV (or a respective permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date.

F1 · shares: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), TOBI III SPE I LLC and Velocity Financial, Inc. (the "Issuer"), SPG AIV and SPG RPV acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) warrants to purchase an aggregate of 3,013,125 shares of the Issuer's common stock par value $0.01 ("Common Stock") (the "Warrants"). The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted,

F2 · shares: (Continued from footnote 1) the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of SPG AIV and SPG RPV (or a respective permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments. In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of SPG AIV and SPG RPV (or a respective permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date.

F10 · price: The Warrants were issued to the Reporting Persons in connection with their purchase of the Series A Preferred Stock at an aggregate purchase price of $1000 per share of Series A Preferred Stock.

F1 · derivative.exercise_date: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), TOBI III SPE I LLC and Velocity Financial, Inc. (the "Issuer"), SPG AIV and SPG RPV acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) warrants to purchase an aggregate of 3,013,125 shares of the Issuer's common stock par value $0.01 ("Common Stock") (the "Warrants"). The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted,

F2 · derivative.exercise_date: (Continued from footnote 1) the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of SPG AIV and SPG RPV (or a respective permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments. In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of SPG AIV and SPG RPV (or a respective permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date.

F8 · derivative.expiration_date: The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless converted into Common Stock or repurchased and cancelled by the Issuer.

F1 · derivative.underlying_shares: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), TOBI III SPE I LLC and Velocity Financial, Inc. (the "Issuer"), SPG AIV and SPG RPV acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) warrants to purchase an aggregate of 3,013,125 shares of the Issuer's common stock par value $0.01 ("Common Stock") (the "Warrants"). The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted,

F2 · derivative.underlying_shares: (Continued from footnote 1) the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of SPG AIV and SPG RPV (or a respective permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments. In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of SPG AIV and SPG RPV (or a respective permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date.

F3 · derivative.underlying_shares: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock.

F1 · balance_after: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), TOBI III SPE I LLC and Velocity Financial, Inc. (the "Issuer"), SPG AIV and SPG RPV acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) warrants to purchase an aggregate of 3,013,125 shares of the Issuer's common stock par value $0.01 ("Common Stock") (the "Warrants"). The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted,

F2 · balance_after: (Continued from footnote 1) the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of SPG AIV and SPG RPV (or a respective permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments. In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of SPG AIV and SPG RPV (or a respective permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date.

F3 · balance_after: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock.

F3 · ownership.direct: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock.

F1 · ownership.nature: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), TOBI III SPE I LLC and Velocity Financial, Inc. (the "Issuer"), SPG AIV and SPG RPV acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) warrants to purchase an aggregate of 3,013,125 shares of the Issuer's common stock par value $0.01 ("Common Stock") (the "Warrants"). The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted,

F2 · ownership.nature: (Continued from footnote 1) the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of SPG AIV and SPG RPV (or a respective permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments. In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of SPG AIV and SPG RPV (or a respective permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date.

F3 · ownership.nature: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock.

F4 · ownership.nature: The amount shown represents the beneficial ownership held by each of the Reporting Persons as a group. Each of the Reporting Persons disclaims beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the Series A Preferred Stock and Warrants in this report shall not be deemed to be an admission of beneficial ownership of the reported Series A Preferred Stock and Warrants for the purposes of Section 16 of the Exchange Act or otherwise. Messrs. Pless and Mantel, each a Partner of SPG GP, LLC and / or one of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons.

F5 · ownership.nature: (Continued from footnote 4) Solely for purposes of Section 16 of the Exchange Act, 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.

SEC source: 0000904454-20-000318 · edgar.xml · derivative · entry 3

TOBI III SPE I LLC · CIK 0001792715 · Director · 10% owner

PACIFIC INVESTMENT MANAGEMENT CO LLC · CIK 0001163368 · Director · 10% owner

LVS III Holding LP · CIK 0001792718 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,673,958

Underlying: Common Stock · 1,673,958 shares

Expires not disclosed

F5 · derivative.exercise_price: After the Issuer obtains Stockholder Approval, the Warrants are exercisable at the warrantholder's option at any time, in whole or in part, through April 7, 2025, at an exercise price of $2.96 per share of Common Stock, with respect to two-thirds of the Warrants (or the right to purchase 1,115,972 shares of Common Stock), and at an exercise price of $4.94 per share of Common Stock, with respect to the other one-third of the Warrants (or the right to purchase 557,986 shares of Common Stock). The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary antidilution adjustments. The Issuer is not required to effect an exercise of Warrants, if after giving effect to the issuance of Common Stock upon exercise of such Warrants, such warrantholder together with its affiliates would beneficially own 49% or more of the Issuer's outstanding Common Stock.

F2 · price: On April 5, 2020, the Issuer and TOBI entered in to a securities purchase agreement (the "Securities Purchase Agreement") pursuant to which TOBI acquired from the Issuer in a private placement: (i) 25,000 shares of the Issuer's Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"); and (ii) warrants to purchase an aggregate of 1,673,958 shares of the Issuer's Common Stock (the "Warrants"). The aggregate subscription amount paid by TOBI for the Series A Convertible Preferred Stock and Warrants acquired by it pursuant to the Securities Purchase Agreement was $25,000,000.

F5 · derivative.exercise_date: After the Issuer obtains Stockholder Approval, the Warrants are exercisable at the warrantholder's option at any time, in whole or in part, through April 7, 2025, at an exercise price of $2.96 per share of Common Stock, with respect to two-thirds of the Warrants (or the right to purchase 1,115,972 shares of Common Stock), and at an exercise price of $4.94 per share of Common Stock, with respect to the other one-third of the Warrants (or the right to purchase 557,986 shares of Common Stock). The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary antidilution adjustments. The Issuer is not required to effect an exercise of Warrants, if after giving effect to the issuance of Common Stock upon exercise of such Warrants, such warrantholder together with its affiliates would beneficially own 49% or more of the Issuer's outstanding Common Stock.

F5 · derivative.expiration_date: After the Issuer obtains Stockholder Approval, the Warrants are exercisable at the warrantholder's option at any time, in whole or in part, through April 7, 2025, at an exercise price of $2.96 per share of Common Stock, with respect to two-thirds of the Warrants (or the right to purchase 1,115,972 shares of Common Stock), and at an exercise price of $4.94 per share of Common Stock, with respect to the other one-third of the Warrants (or the right to purchase 557,986 shares of Common Stock). The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary antidilution adjustments. The Issuer is not required to effect an exercise of Warrants, if after giving effect to the issuance of Common Stock upon exercise of such Warrants, such warrantholder together with its affiliates would beneficially own 49% or more of the Issuer's outstanding Common Stock.

F5 · derivative.underlying_shares: After the Issuer obtains Stockholder Approval, the Warrants are exercisable at the warrantholder's option at any time, in whole or in part, through April 7, 2025, at an exercise price of $2.96 per share of Common Stock, with respect to two-thirds of the Warrants (or the right to purchase 1,115,972 shares of Common Stock), and at an exercise price of $4.94 per share of Common Stock, with respect to the other one-third of the Warrants (or the right to purchase 557,986 shares of Common Stock). The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary antidilution adjustments. The Issuer is not required to effect an exercise of Warrants, if after giving effect to the issuance of Common Stock upon exercise of such Warrants, such warrantholder together with its affiliates would beneficially own 49% or more of the Issuer's outstanding Common Stock.

F1 · ownership.direct: TOBI III SPE I LLC, a Delaware limited liability company ("TOBI"), is the direct holder of the Issuer's securities. TOBI was formed solely for the purpose of investing in the Issuer. LVS III Holding LP, a Delaware limited partnership ("LVS"), is the sole member of TOBI and operates as a pooled investment fund and invests (among other things) in operating companies. PIMCO GP XVII, LLC, a Delaware limited liability company ("PIMCO GP"), is the sole general partner of LVS. Pacific Investment Management Company LLC is the sole managing member of PIMCO GP, retains a pecuniary interest therein, and has the power to make voting and investment decisions regarding the securities of the Issuer held by TOBI. The signatory below executes this Form 4 on behalf of each Reporting Person as an Executive Vice President of PIMCO.

SEC source: 0000904454-20-000318 · edgar.xml · derivative · entry 2

TOBI III SPE I LLC · CIK 0001792715 · Director · 10% owner

PACIFIC INVESTMENT MANAGEMENT CO LLC · CIK 0001163368 · Director · 10% owner

LVS III Holding LP · CIK 0001792718 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,000

Underlying: Common Stock · 6,493,506 shares

Expires not disclosed

F3 · derivative.exercise_price: The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of TOBI (or a permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments.

F4 · derivative.exercise_price: (Continued from Footnote 3) In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of TOBI (or a permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date.

F2 · price: On April 5, 2020, the Issuer and TOBI entered in to a securities purchase agreement (the "Securities Purchase Agreement") pursuant to which TOBI acquired from the Issuer in a private placement: (i) 25,000 shares of the Issuer's Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"); and (ii) warrants to purchase an aggregate of 1,673,958 shares of the Issuer's Common Stock (the "Warrants"). The aggregate subscription amount paid by TOBI for the Series A Convertible Preferred Stock and Warrants acquired by it pursuant to the Securities Purchase Agreement was $25,000,000.

F3 · derivative.exercise_date: The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of TOBI (or a permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments.

F4 · derivative.expiration_date: (Continued from Footnote 3) In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of TOBI (or a permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date.

F3 · derivative.underlying_shares: The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of TOBI (or a permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments.

F4 · derivative.underlying_shares: (Continued from Footnote 3) In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of TOBI (or a permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date.

F1 · ownership.direct: TOBI III SPE I LLC, a Delaware limited liability company ("TOBI"), is the direct holder of the Issuer's securities. TOBI was formed solely for the purpose of investing in the Issuer. LVS III Holding LP, a Delaware limited partnership ("LVS"), is the sole member of TOBI and operates as a pooled investment fund and invests (among other things) in operating companies. PIMCO GP XVII, LLC, a Delaware limited liability company ("PIMCO GP"), is the sole general partner of LVS. Pacific Investment Management Company LLC is the sole managing member of PIMCO GP, retains a pecuniary interest therein, and has the power to make voting and investment decisions regarding the securities of the Issuer held by TOBI. The signatory below executes this Form 4 on behalf of each Reporting Person as an Executive Vice President of PIMCO.

SEC source: 0000899243-20-001992 · doc4.xml · nonDerivative · entry 1

Oltmann Christopher J · CIK 0001794793 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 750

SEC source: 0000899243-20-002100 · doc4.xml · nonDerivative · entry 1

Cowell Joseph A · CIK 0001794796 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 722

F1 · price: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.75 to $13.78, inclusive. The reporting person undertakes to provide the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

SEC source: 0000899243-20-001992 · doc4.xml · derivative · entry 2

Oltmann Christopher J · CIK 0001794793 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,000

Underlying: Common Stock · 10,000 shares

Expires 2030-01-16

F1 · kind: Represents stock options previously granted to the reporting person on Janaury 16, 2020. These stock options were already reflected on the reporting person's previously filed Form 3.

F2 · derivative.exercise_date: These options vest in three equal installments on the first three anniversaries of the grant date, subject to continued service on the vesting date.

SEC source: 0000899243-20-002100 · doc4.xml · derivative · entry 2

Cowell Joseph A · CIK 0001794796 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 75,000

Underlying: Common Stock · 75,000 shares

Expires 2030-01-16

F2 · kind: Represents stock options previously granted to the reporting person on Janaury 16, 2020. These stock options were already reflected on the reporting person's previously filed Form 3.

F3 · derivative.exercise_date: These options vest in three equal installments on the first three anniversaries of the grant date, subject to continued service on the vesting date.