On April 11, 2025, Velocity Financial, Inc. (the “Company”), entered into separate Amendment No. 2 (the “Amendments”) to the Equity Distribution Agreements, each dated as of May 3, 2024, each as amended by Amendment No. 1 thereto, each dated December 12, 2024, by and between the Company, on the one hand, and each of BTIG, LLC and Virtu Americas LLC (each, a “Placement Agent” and collectively, the “Placement Agents”), on the other hand (each agreement, as may be further amended, supplemented or restated from time to time, an “Equity Distribution Agreement”).
The Amendments were entered into to increase the maximum aggregate offering amount of shares of the Company’s common stock, par value $0.01 per share, that may be sold pursuant to the Equity Distribution Agreements, from $50,000,000 to $100,000,000, and to increase the maximum number of shares that may be sold pursuant to the Equity Distribution Agreements from 4,000,000 shares to 6,000,000 shares, in each case including shares of the Company’s common stock that have previously been sold under the Equity Distribution Agreements.
The legal opinion of Simpson Thacher & Bartlett LLP relating to the shares of common stock being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.