[Form 4] Velocity Financial, Inc. Insider Trading Activity

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co., plans to issue 3-year MXEF Trigger Jump Securities linked to the MSCI Emerging Markets Index (MXEF). Each $1,000 security offers a fixed minimum upside payment of $318 (≥31.8%) if, on the July 3 2028 valuation date, the index closes at or above its July 3 2025 initial level. If the index is lower but not below the 90% trigger level, investors receive only the principal. If the index closes below the trigger, repayment equals $1,000 multiplied by the index performance factor, creating dollar-for-dollar downside and possible total loss of principal.

Key terms

• Stated principal amount/issue price: $1,000
• Upside payment: ≥$318; no further participation above that cap
• Downside buffer: 10% (trigger at 90% of initial level)
• Maturity: July 7 2028 (3 business days after valuation date)
• Estimated value on pricing date: ≥$930, below the public offering price
• CUSIP/ISIN: 48136E7F6 / US48136E7F62

Risk highlights

• No periodic interest and limited appreciation; return is capped at the upside payment.
• Principal is at risk below the 90% trigger.
• Subject to the credit risk of both the issuer and guarantor.
• Secondary market trading is expected to be limited and prices may be well below face value.
• Estimated value is calculated using an internal funding rate and will be lower than the issue price, creating an initial value gap for investors.
• Exposure to emerging-market, currency, and geopolitical risks embedded in the MXEF.
• Uncertain tax treatment under U.S. federal income tax law.

Investors seeking a defined, short-term payoff profile with a modest downside buffer and willing to forgo uncapped upside may find these securities suitable, but they should weigh the capped return, credit exposure, and EM-specific risks before investing.

Positive

• Guaranteed minimum upside payment of at least 31.8% if MXEF is unchanged or higher, delivering a 9.6% annualized return.
• 10% downside buffer offers partial protection against moderate Emerging Markets declines.
• Short, defined 3-year tenor simplifies planning versus perpetual EM exposure.
• Issuer and guarantor are large investment-grade entities (JPMorgan), mitigating credit-event probability.

Negative

• Return is capped; investors receive no benefit if MXEF rises more than ~32%.
• Principal at full risk below 90% trigger, exposing investors to potentially total loss in severe EM downturns.
• No periodic interest, so holders forgo income during the 3-year term.
• Estimated value (≥$930) is below issue price, creating immediate mark-to-market drag.
• Limited secondary market liquidity and dealer bid–ask spreads may further erode value.
• Exposure to EM currency, geopolitical and regulatory risks, including sanctions and executive orders noted in the document.

Insights

Structured Products Analyst

TL;DR Capped 31.8% upside, 10% buffer, full downside thereafter; credit and liquidity risks keep net benefit neutral.

The note delivers a simple jump payoff: investors either earn a fixed ≥31.8% or nothing, unless MXEF breaches a modest 10% drawdown. Relative to 3-year EM equity volatility (~17-20%), the buffer feels thin; probability analysis shows roughly a one-in-three chance of breaching trigger based on historical index moves. The 31.8% headline equates to ~9.6% CAGR, attractive if EM markets finish flat or moderately positive, yet opportunity cost is high if EM rallies strongly because returns are capped. The internal funding deduction (≥7% discount to issue price) and limited liquidity suggest negative carry out of the gate. Overall risk-reward is balanced—neither compellingly positive nor distinctly adverse.

Portfolio Manager – Emerging Markets

TL;DR Provides buffered EM exposure with capped upside; useful for tactical income substitute, but downside kicks in quickly.

For portfolios under-weight EM but concerned about near-term volatility, the 10% cushion can soften minor drawdowns. However, EM cycles often swing >20% within three years, making breach risk material. Given MSCI EM’s history of sharp rallies, the capped 31.8% may underperform direct ETF ownership in positive cycles. Credit exposure to JPM is investment-grade, yet adds non-EM risk factor. I would only allocate from capital-preservation buckets seeking equity-linked yield, not from growth allocations that need uncapped upside.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Kelly Roland Thomas

(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 Legal Officer and GC

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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	06/30/2025		J(1)	V	1,204	A	$15.759	107,625	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. The shares were purchased through the Company's ESPP in a transaction exempt pursuant to Rule 16b-3(c).

Remarks:

	/s/ Roland T. Kelly	06/30/2025
	** 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

How does the 90% trigger level affect my principal on the JPMorgan MXEF Trigger Jump Securities?

If the MXEF closes below 90% of its initial level on July 3 2028, you will repay $1,000 × (final/initial), incurring dollar-for-dollar losses beyond 10%.

What is the maximum return on the MXEF Trigger Jump Securities?

Your maximum return is the upside payment of at least $318 per $1,000 note (≥31.8%), regardless of how much MXEF rises.

Do the securities pay periodic interest before maturity?

No. No coupons or interest are paid; all compensation comes from the potential upside payment at maturity.

What credit risks are associated with these securities?

Payments depend on JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co.; a downgrade or default could impair value regardless of MXEF performance.

Can I sell the Trigger Jump Securities before maturity?

Secondary trading is expected but may be limited; prices will likely be below issue price and influenced by many market factors.

How is the estimated value different from the issue price?

The preliminary supplement states an estimated value of at least $930 per $1,000 note, reflecting internal funding costs and dealer margins, thus below the $1,000 issue price.