Velocity Financial, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On March 27, 2025, warrants to purchase an aggregate of 1,339,166 shares of our common stock were exercised on a net settlement basis, and settled on April 2, 2025, resulting in a net issuance of 1,080,338 shares of our common stock after the withholding and transfer of an aggregate of 258,828 shares of our common stock into our treasury account. The number of shares of our common stock netted was determined using the last sale price of our common stock on March 27, 2025 pursuant to the terms of such warrants. Of such exercised warrants, 892,777 had an exercise price of $2.96 per share and 446,389 had an exercise price of $4.94 per share. On May 1, 2025, warrants to purchase an aggregate of 1,673,958 shares of our common stock were exercised and settled on May 2, 2025. Of such exercised warrants, 1,115,972 had an exercise price of $2.96 per share and 557,986 had an exercise price of $4.94 per share. The issuance of common stock upon exercise of the warrants was conducted in reliance upon exemptions from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) and Section 4(a)(2) thereof, based on the terms of the exercise and other relevant facts.

The following table provides information on common stock purchases made by us during the three months ended June 30, 2025.

(1)

The Company currently does not have a common stock repurchase program.

(2)

Shares withheld from warrants exercised.

(3)

Shares surrendered to the Company to satisfy tax withholding obligations in connection with the vesting or exercise of stock-based awards.