Item 6. Exhibits.
The exhibits below are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
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Incorporated by Reference |
Exhibit Number |
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Exhibit Title |
Form |
File No. |
Exhibit |
Filing Date |
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3.1 |
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Certificate of Conversion |
8-K |
001-39183 |
3.1 |
1/22/2020 |
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3.2 |
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Restated Certificate of Incorporation of Velocity Financial, Inc. |
8-K |
001-39183 |
3 |
5/23/2022 |
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3.3 |
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Amended and Restated Bylaws of Velocity Financial, Inc. |
8-K |
001-39183 |
3.2 |
3/25/2022 |
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4.1 |
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Form of Stock Certificate for Common Stock |
S-1 |
333-234250 |
4.1 |
10/18/2019 |
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4.2 |
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Form of Warrant to Purchase Common Stock |
8-K |
001-39183 |
4.1 |
4/7/2020 |
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4.3 |
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Description of the Registrant’s Securities |
10K |
001-39183 |
4.3 |
4/7/2020 |
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10.1 |
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Stockholders Agreement, dated as of January 16, 2020 |
10-K |
001-39183 |
10.1 |
4/7/2020 |
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10.2 |
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Registration Rights Agreement, dated as of January 16, 2020 |
10-K |
001-39183 |
10.2 |
4/7/2020 |
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10.3 |
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Registration Rights Agreement, dated as of April 7, 2020 |
8-K |
333-234250 |
10.1 |
4/7/2020 |
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10.4 |
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Securities Purchase Agreement among Velocity Financial, Inc. and the Purchasers Party thereto dated April 5, 2020 |
8-K |
001-39183
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10.1 |
4/6/2020 |
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10.5 |
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Velocity Financial, Inc. Employee Stock Purchase Plan* |
DEF 14A |
001-39183 |
AII |
4/8/2022 |
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10.6 |
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Amended and Restated Velocity Financial, Inc. 2020 Omnibus Incentive Plan* |
DEF 14A |
001-39183 |
AI |
4/11/2025 |
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10.7 |
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Form of Nonqualified Stock Option Award Notice and Agreement under the 2020 Omnibus Incentive Plan* |
S-1/A |
333-234250 |
10.6 |
1/6/2020 |
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10.8 |
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Form of Nonqualified Stock Option Award Notice and Agreement (Director Grant-IPO) under the 2020 Omnibus Incentive Plan* |
S-1/A |
333-234250 |
10.7 |
1/6/2020 |
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10.9 |
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Form of Nonqualified Stock Option Award Notice and Agreement (Executive Officer Grant-IPO) under the 2020 Omnibus Incentive Plan* |
S-1/A |
333-234250 |
10.8 |
1/6/2020 |
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10.10 |
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Form of Restricted Stock Unit Grant and Agreement (Director Grant) under the 2020 Omnibus Incentive Plan* |
S-1/A |
333-234250 |
10.9 |
1/6/2020 |
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10.11 |
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Form of Restricted Stock Unit Grant and Agreement (Standard Grant) under the 2020 Omnibus Incentive Plan* |
S-1/A |
333-234250 |
10.10 |
1/6/2020 |
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10.12 |
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Form of Restricted Stock Grant and Agreement under the 2020 Omnibus Incentive Plan* |
S-1/A |
333-234250 |
10.11 |
1/6/2020 |
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10.13 |
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Velocity Financial 2025 Annual Cash Incentive and Performance Stock Units Programs for Messrs. Farrar, Szczepaniak and Taylor* |
8-K |
001-39183 |
- |
1/22/2025 |
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10.14 |
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Form of Equity Distribution Agreement, dated May 3, 2024 |
8-K |
001-39183 |
1.1 |
5/3/2024 |
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10.15 |
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Form of Amendment No. 1 to Equity Distribution Agreement, dated December 12, 2024 |
10-K |
001-39183 |
10.15 |
3/12/2025 |
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10.16 |
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Form of Officer and Director Indemnity Agreement* |
S-1/A |
333-234250 |
10.37 |
11/6/2019 |
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10.17 |
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Form of Performance Stock Unit Grant and Agreement* |
10-K |
001-39183 |
10.16 |
3/15/2024 |
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10.18 |
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Note 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-K |
001-39183 |
10.1 |
3/16/2022 |
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10.19 |
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Security 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-K |
001-39183 |
10.2 |
3/16/2022 |
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10.20 |
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Velocity Financial, Inc. Incentive Compensation Clawback Policy* |
8-K |
001-39183 |
99 |
2/7/2024 |
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10.21 |
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Form 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-K |
001-39183 |
10.1 |
2/6/2024 |
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10.22 |
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Security Agreement, dated as of February 5, 2024, among Velocity Financial, Inc., Velocity Commercial Capital, LLC and U.S. Bank Trust Company, National Association. |
8-K |
001-39183 |
10.2 |
2/6/2024 |
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10.23 |
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Equal 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-K |
001-39183 |
10.3 |
2/6/2024 |
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10.24 |
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Form of Amendment No. 2 to Equity Distribution Agreement, dated April 11, 2025 |
10-Q |
001-39183 |
10.24 |
5/1/2025 |
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19.1 |
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Securities Trading Policy |
10-K |
001-39183 |
19.1 |
3/12/2025 |
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31.1 |
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Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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31.2 |
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Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1 |
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Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+ |
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32.2 |
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Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+ |
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101 |
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Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (ii) the Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 2024, (iii) the Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024, (iv) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 and (v) the Notes to unaudited Consolidated Financial Statements. |
101.INS |
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Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
101.SCH |
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Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document |
104 |
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Cover 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
