SPG GP, LLC - 27 Mar 2025 Form 4 Insider Report for Velocity Financial, Inc. (VEL)

Footnote F1

This Form 4 is being filed by and behalf of: Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group (B), L.P. ("SPG B"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and SPG Co-Investment, L.P. ("SPG Co-Investment") (collectively, the "SPG Fund Entities"); SPG GP, LLC, the general partner of each of the SPG Fund Entities ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons").

Footnote F2

Represents in the aggregate directly held Private Placement Warrants ("Warrants") exercised for shares of Common Stock, as follows: 841,408 shares by SPG AIV; 43,815 shares by SPG RPV; and 7,554 shares by SPG AIV Offshore.

Footnote F3

Represents in the aggregate directly held Warrants exercised for shares of Common Stock, as follows: 420,704 shares by SPG AIV; 21,908 shares by SPG RPV; and 3,777 shares by SPG AIV Offshore.

Footnote F4

Not applicable.

Footnote F5

Cashless exercise of all of the Warrants.

Footnote F6

The cashless exercise resulted in the withholding of Common Stock by the Issuer of (i) 243,933 shares for SPG AIV, (ii) 12,704 shares for SPG RPV, and (iii) 2,191 shares for SPG AIV Offshore, in each case, determined using the last sale price of the Common Stock on March 27, 2025, of $18.73 per share, pursuant to the terms of the Warrants.

Footnote F7

Following the cashless exercise of all the Warrants, represents in the aggregate shares of Common Stock directly held as follows: 12,339,174 shares by SPG AIV; 642,654 shares by SPG RPV; 61,719 shares by SPG B; 260,705 shares by SPG AIV Offshore; and 48,851 shares by SPG Co-Investment.

Footnote F8

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