SPG GP, LLC - 06 Mar 2025 Form 4 Insider Report for Velocity Financial, Inc. (VEL)

Footnote F1

On March 6, 2025, the Issuer amended each Private Placement Warrant ("Warrant") held by each of Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and Snow Phipps Group (RPV), L.P. ("SPG RPV") (collectively, the "Warrantholders") to extend the existing expiration date for the exercise of the Warrants from April 7, 2025, to May 7, 2025.

Footnote F2

This Form 4 is being filed by and behalf of: each of the Warrantholders; SPG GP, LLC, the general partner of each of the Warrantholders ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons").

Footnote F3

Represents in the aggregate directly held warrants to purchase a number of shares of Common Stock, as follows: 841,408 shares by SPG AIV; 7,554 shares by SPG AIV Offshore; and 43,815 shares by SPG RPV.

Footnote F4

Represents in the aggregate directly held warrants to purchase a number of shares of Common Stock, as follows: 420,704 shares by SPG AIV; 3,777 shares by SPG AIV Offshore; 21,908 shares by SPG RPV.

Footnote F5

The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment, as set forth in the Warrants.

Footnote F6

Not applicable.

Footnote F7

Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.