Velocity Financial (VEL) CFO settles PSU taxes with 23,540 withheld shares

Rhea-AI Filing Summary

Velocity Financial, Inc.’s Chief Financial Officer Mark R. Szczepaniak reported a routine tax-related share withholding on common stock. On January 28, 2026, Velocity withheld 23,540 common shares at $20.22 per share to cover tax liabilities from vesting performance stock units.

After this transaction, 76,265 common shares were held indirectly through a family trust and 101,535 common shares were held directly. The filing reflects tax settlement mechanics rather than an open-market purchase or sale.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Szczepaniak Mark R

(Last) (First) (Middle)

C/O VELOCITY FINANCIAL, INC.

2945 TOWNSGATE ROAD, SUITE 110

(Street)

WESTLAKE VILLAGE CA 91361

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Velocity Financial, Inc. [ VEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/28/2026		F(1)		23,540	D	$20.22	76,265	I	Held through a family trust
Common Stock								101,535	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld and retained by Velocity as payment for tax liabilities resulting from the vesting of previously granted PSUs.

Remarks:

	/s/ Roland T. Kelly, by power of attorney	01/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Velocity Financial (VEL) disclose on this Form 4?

Velocity Financial’s CFO reported a tax withholding transaction. On January 28, 2026, the company withheld 23,540 common shares at $20.22 per share to satisfy taxes from vesting performance stock units, rather than selling those shares in the open market.

How many Velocity Financial (VEL) shares were withheld for taxes in this filing?

The filing shows 23,540 common shares withheld. These shares were retained by Velocity Financial as payment for tax liabilities arising from the vesting of previously granted performance stock units, a common method to settle employee tax obligations without a market sale.

How many Velocity Financial (VEL) shares does the CFO hold after the reported transaction?

After the transaction, the CFO is shown with 76,265 common shares held indirectly through a family trust and 101,535 common shares held directly. These figures represent beneficial ownership positions reported as of the January 28, 2026 transaction date on the Form 4.

Was the Velocity Financial (VEL) CFO’s transaction an open-market sale?

No, the transaction was not an open-market sale. The filing explains that Velocity Financial withheld and retained 23,540 shares to cover tax liabilities from vesting performance stock units, meaning the shares were used for tax settlement instead of being sold to outside investors.

What does “held through a family trust” mean in this Velocity Financial (VEL) Form 4?

“Held through a family trust” indicates 76,265 shares are owned indirectly via a family trust rather than personally. The CFO is the reporting person for those trust-held shares, so they are included in his beneficial ownership even though the legal holder is the trust entity.

What transaction code is used in this Velocity Financial (VEL) insider filing and what does it signify?

The transaction uses code “F,” which indicates shares were withheld for tax obligations. In this case, 23,540 shares of common stock were withheld and retained by Velocity Financial to pay taxes triggered by the vesting of previously granted performance stock units held by the CFO.