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Velocity Financial, Inc.

For the period ended Dec 31, 2025. Filed Mar 12, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 12, 2026

VEL$16.71-5.3%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. Exhibits, Financial Statement Schedules

(a)

The following documents are filed as part of this Annual Report:

(1)

Financial Statements

The financial statements filed as part of this Annual Report are included in Part II, Item 8 of this Annual Report.

(2)

Financial Statement Schedules

Financial statement schedules have been omitted in this Annual Report because they are not applicable, not required under the instructions or the information requested is set forth in the financial statements or related notes thereto.

(3)

List of Exhibits required by Item 601 of Regulation S-K

Incorporated by Reference
ExhibitNumberExhibit TitleFormFile No.ExhibitFiling Date
3.1Certificate of Conversion8-K001-391833.11/22/2020
3.2Restated Certificate of Incorporation of Velocity Financial, Inc.8-K001-3918335/23/2022
3.3Amended and Restated Bylaws of Velocity Financial, Inc.8-K001-391833.23/25/2022
4.1Form of Stock Certificate for Common StockS-1333-2342504.110/18/2019
4.2Form of Warrant to Purchase Common Stock8-K001-391834.14/07/2020
4.3Description of the Registrant’s Securities10-K001-391834.34/07/2020
10.1Stockholders Agreement dated as of January 16, 202010-K001-3918310.14/07/2020
10.2Registration Rights Agreement dated as of January 16, 202010-K001-3918310.24/07/2020
10.3Registration Rights Agreement dated as of April 7, 20208-K333-23425010.14/07/2020
10.4Securities Purchase Agreement among Velocity Financial, Inc. and the Purchasers Party thereto dated April 5, 20208-K001-3918310.14/06/2020
10.5Velocity Financial, Inc. Employee Stock Purchase Plan*DEF 14A001-39183AII4/8/2022
10.6Amended and Restated Velocity Financial, Inc. 2020 Omnibus Incentive Plan*DEF 14A001-39183AI4/11/2025
10.7Form of Nonqualified Stock Option Award Notice and Agreement under the 2020 Omnibus Incentive Plan*S-1/A333-23425010.61/6/2020
10.8Form of Nonqualified Stock Option Award Notice and Agreement (Director Grant-IPO) under the 2020 Omnibus Incentive Plan*S-1/A333-23425010.71/6/2020
10.9Form of Nonqualified Stock Option Award Notice and Agreement (Executive Officer Grant-IPO) under the 2020 Omnibus Incentive Plan*S-1/A333-23425010.81/6/2020
10.10Form of Restricted Stock Unit Grant and Agreement (Director Grant) under the 2020 Omnibus Incentive Plan*S-1/A333-23425010.91/6/2020
10.11Form of Restricted Stock Unit Grant and Agreement (Standard Grant) under the 2020 Omnibus Incentive Plan*S-1/A333-23425010.101/6/2020
10.12Form of Restricted Stock Grant and Agreement under the 2020 Omnibus Incentive Plan*S-1/A333-23425010.111/6/2020
10.13Velocity Financial 2025 Annual Cash Incentive and Performance Stock Units Programs for Messrs. Farrar, Szczepaniak and Taylor*8-K001-39183-1/22/2025
10.14Form of Equity Distribution Agreement, dated May 3, 20248-K001-391831.15/3/2024
10.15Form of Amendment No. 1 to Equity Distribution Agreement, dated December 12, 202410-K001-3918310.153/12/2025
10.16Form of Officer and Director Indemnity AgreementS-1/A333-23425010.3711/6/2019
10.17Form of Performance Stock Unit Grant and Agreement*10-K001-3918310.163/15/2024
10.18Note Purchase Agreement Dated as of March 15, 2022, among Velocity Financial, Inc., Velocity Commercial Capital, LLC, U.S. Bank Trust Company, National Association, as collateral agent, and the respective purchasers of the Notes.8-K001-3918310.13/16/2022
10.19Security Agreement, dated as of March 15, 2022, among Velocity Financial, Inc., Velocity Commercial Capital, LLC and U.S. Bank Trust Company, National Association, as collateral agent.8-K001-3918310.23/16/2022
10.21Form of Note Purchase Agreement, dated as of February 5, 2024, among Velocity Financial, Inc., Velocity Commercial Capital, LLC, U.S. Bank Trust Company, National Association, as Collateral Agent and the respective purchasers of the Notes.8-K001-3918310.12/6/2024
10.22Security Agreement, dated as of February 5, 2024, among Velocity Financial, Inc., Velocity Commercial Capital, LLC and U.S. Bank Trust Company, National Association.8-K001-3918310.22/6/2024
10.23Equal Priority Intercreditor Agreement, dated as of February 5, 2024, among Velocity Financial, Inc., Velocity Commercial Capital, LLC, U.S. Bank Trust Company, National Association as the 2027 Notes Collateral Agent and U.S. Bank Trust Company, National Association as the 2029 Notes Collateral Agent.8-K001-3918310.32/6/2024
10.24Form of Amendment No. 2 to Equity Distribution Agreement, dated April 11, 202510-Q001-3918310.245/1/2025
19.1Securities Trading Policy10-K001-3918319.13/12/2025
21.1List of Subsidiaries of the Registrant
23.1Consent of RSM US LLP
31.1Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
32.2Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
97Velocity Financial, Inc. Incentive Compensation Clawback Policy*8-K001-39183992/7/2024
101Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL: (i) the Consolidated Balance Sheets as of December 31, 2025 and 2024 (ii) the Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023, (iii) the Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 and (v) the Notes to Consolidated Financial Statements.
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
  • Management contract or compensatory plan or arrangement.
  • This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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