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SCHEDULE 13D/A 0001193125-20-109815 0001696701 XXXXXXXX LIVE 2 Common Stock, $0.01 par value 03/06/2025 false 0001692376 92262D101 Velocity Financial, Inc. 2945 Townsgate Road Suite 110 Westlake Village CA 91361 Ian K. Snow (212) 508-3300 SPG GP, LLC 545 Madison Ave., 10th Floor New York NY 10022 Doug Warner, Esq. (212) 310-8000 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York NY 10153 0001696701 SPG GP, LLC b OO DE 0 13611931 0 13611931 13611931 N 38.5 OO Rows 8, 10 and 11: Represents (i) 12,272,765 shares of Common Stock and (ii) 1,339,166 shares of Common Stock issuable upon exercise of Warrants, in each case, owned by Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group (B), L.P. ("SPG B"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and SPG Co-Investment, L.P. ("SPG Co-Investment") in the aggregate (collectively, the "SPG Fund Entities"). SPG GP, LLC (the "General Partner") is the general partner of each of the SPG Fund Entities, and Ian K. Snow serves as the managing member of the General Partner. Row 13: Calculation of the percent is based on 34,015,492 shares of Common Stock outstanding as of March 3, 2025, as disclosed by the Issuer to the Reporting Person, plus the number of shares of Common Stock issuable upon exercise of Warrants included in Row 11 above. Y Ian K. Snow b OO X1 0 13611931 0 13611931 13611931 N 38.5 IN Rows 8, 10 and 11: Represents (i) 12,272,765 shares of Common Stock and (ii) 1,339,166 shares of Common Stock issuable upon exercise of Warrants, in each case, owned by the SPG Fund Entities in the aggregate. Ian K. Snow serves as the managing member of the General Partner for each of the SPG Fund Entities. Row 13: Calculation of the percent is based on 34,015,492 shares of Common Stock outstanding as of March 3, 2025, as disclosed by the Issuer to the Reporting Person, plus the number of shares of Common Stock issuable upon exercise of Warrants included in Row 11 above. Y Snow Phipps Group AIV, L.P. b OO DE 0 12583107 0 12583107 12583107 N 35.7 PN Rows 8, 10 and 11: Represents (i) 11,320,995 shares of Common Stock and (ii) 1,262,112 shares of Common Stock issuable upon exercise of Warrants, in each case, owned by the Reporting Person. Row 13: Calculation of the percent is based on 34,015,492 shares of Common Stock outstanding as of March 3, 2025, as disclosed by the Issuer to the Reporting Person, plus the number of shares of Common Stock issuable upon exercise of Warrants included in Row 11 above. Y Snow Phipps Group (RPV), L.P. b OO DE 0 655358 0 655358 655358 N 1.9 PN Rows 8, 10 and 11: Represents (i) 589,635 shares of Common Stock and (ii) 65,723 shares of Common Stock issuable upon exercise of Warrants, in each case, owned by the Reporting Person. Row 13: Calculation of the percent is based on 34,015,492 shares of Common Stock outstanding as of March 3, 2025, as disclosed by the Issuer to the Reporting Person, plus the number of shares of Common Stock issuable upon exercise of Warrants included in Row 11 above. Y Snow Phipps Group (B), L.P. b OO DE 0 61719 0 61719 61719 N 0.2 PN Rows 8, 10 and 11: Represents 61,719 shares of Common Stock owned by the Reporting Person. Row 13: Calculation of the percent is based on 34,015,492 shares of Common Stock outstanding as of March 3, 2025, as disclosed by the Issuer to the Reporting Person. Y Snow Phipps Group AIV (Offshore), L.P. b OO E9 0 262896 0 262896 262896 N 0.8 PN Rows 8, 10 and 11: Represents (i) 251,565 shares of Common Stock and (ii) 11,331 shares of Common Stock issuable upon exercise of Warrants, in each case, owned by the Reporting Person. Row 13: Calculation of the percent is based on 34,015,492 shares of Common Stock outstanding as of March 3, 2025, as disclosed by the Issuer to the Reporting Person, plus the number of shares of Common Stock issuable upon exercise of Warrants included in Row 11 above. Y SPG Co-Investment, L.P. b OO DE 0 48851 0 48851 48851 N 0.1 PN Rows 8, 10 and 11: Represents 48,851 shares of Common Stock owned by the Reporting Person. Row 13: Calculation of the percent is based on 34,015,492 shares of Common Stock outstanding as of March 3, 2025, as disclosed by the Issuer to the Reporting Person. Common Stock, $0.01 par value Velocity Financial, Inc. 2945 Townsgate Road Suite 110 Westlake Village CA 91361 This Amendment No. 2 ("Amendment No. 2") is filed by the undersigned Reporting Persons and amends the statement on Schedule 13D filed initially with the Securities and Exchange Commission on April 17, 2020, as subsequently amended (as amended, "Schedule 13D"), with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Velocity Financial, Inc. (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. Item 4 of Schedule 13D is supplemented as follows: On March 6, 2025, the Issuer amended each Warrant held by each of Snow Phipps Group AIV, L.P., Snow Phipps Group AIV (Offshore), L.P., and Snow Phipps Group (RPV), L.P. (collectively, the "Warrantholders") to extend the existing expiration date for the exercise of the Warrants from April 7, 2025, to May 7, 2025. The Warrantholders intend to exercise their Warrants on or prior to the expiration date if they are in-the-money. The amendments were made to allow for additional time, if needed, to comply with the Hart-Scott-Rodino Antitrust Improvement Acts of 1976, as amended, and the rules and regulations thereunder. Item 5(a) of Schedule 13D is supplemented as follows: The responses of the Reporting Persons to Rows 11 and 13 (including any related Comment) on the cover pages of this Amendment No. 2, as of March 10, 2025, are incorporated herein by reference. As of March 10, 2025, the Reporting Persons beneficially owned 13,611,931 shares of Common Stock in the aggregate (including 1,339,166 shares issuable upon exercise of the Warrants), which represents 38.5% of the shares of the Common Stock outstanding, calculated pursuant to Rule 13d-3 under the Exchange Act, based on 34,015,492 shares of Common Stock outstanding as of March 3, 2025, as disclosed by the Issuer to the Reporting Persons, plus 1,339,166 shares of Common Stock issuable upon exercise of the Warrants by the Warrantholders. Item 5(b) of Schedule 13D is supplemented as follows: The responses of the Reporting Persons to Rows 7, 8, 9, and 10 (including any related Comment) on the cover pages of this Amendment No. 2, as of March 10, 2025, are incorporated herein by reference. Item 7 of Schedule 13D is supplemented as follows: Exhibit No. 99.11 Joint Filing Agreement, dated March 10, 2025, by and among the Reporting Persons (filed herewith). SPG GP, LLC /s/ Alan Mantel Alan Mantel / Authorized Signatory 03/10/2025 Ian K. Snow /s/ Alan Mantel Alan Mantel / Authorized Signatory 03/10/2025 Snow Phipps Group AIV, L.P. /s/ Alan Mantel Alan Mantel / Authorized Signatory 03/10/2025 Snow Phipps Group (RPV), L.P. /s/ Alan Mantel Alan Mantel / Authorized Signatory 03/10/2025 Snow Phipps Group (B), L.P. /s/ Alan Mantel Alan Mantel / Authorized Signatory 03/10/2025 Snow Phipps Group AIV (Offshore), L.P. /s/ Alan Mantel Alan Mantel / Authorized Signatory 03/10/2025 SPG Co-Investment, L.P. /s/ Alan Mantel Alan Mantel / Authorized Signatory 03/10/2025