Snow Phipps Funds Report 13.35M Shares, 34.7% of Velocity Financial

Rhea-AI Filing Summary

Amendment No. 4 to a Schedule 13D reports that Snow Phipps-related entities and Ian K. Snow beneficially own 13,353,103 shares of Velocity Financial, Inc. common stock, representing 34.7% of the outstanding shares on the calculation basis used. The percent is calculated using 38,438,579 shares of common stock outstanding as of July 31, 2025. The filing states the Reporting Persons did not buy or sell any shares and that the amendment was submitted solely to disclose a change in the ownership percentage resulting from a change in the aggregate number of shares outstanding reported by the issuer. Detailed allocations list SPG AIV with 12,339,174 shares and smaller holdings by other SPG funds. The statement confirms no transactions in the past 60 days.

Positive

• Aggregate beneficial ownership disclosed: 13,353,103 shares representing 34.7% of common stock
• Transparency of holdings: Detailed per-entity allocations provided (e.g., SPG AIV 12,339,174; SPG RPV 642,654; SPG B 61,719; SPG AIV Offshore 260,705; SPG Co-Investment 48,851)
• No transactions reported: Reporting Persons state they did not acquire or dispose of shares and no transactions in past 60 days

Negative

• None.

Insights

Financial Analyst

TL;DR A private-equity group now discloses ownership of 34.7%, materially altering the ownership register but reports no recent trading activity.

The Schedule 13D/A consolidates beneficial ownership across Snow Phipps fund entities to 13,353,103 shares, or 34.7% of the outstanding common stock based on the issuer's reported 38,438,579 shares. This is a material disclosure because a >30% block can affect voting dynamics and takeover math. The amendment specifies the percentage change arose solely from a change in outstanding shares; no purchases or sales were reported in the prior 60 days. Documentation provides granular per-entity holdings, supporting transparency for investors and governance considerations.

Corporate Governance Expert

TL;DR Significant concentrated ownership disclosed with clear allocation across fund vehicles; no new transactions announced.

The filing clarifies control relationships: SPG GP, LLC is general partner of multiple Snow Phipps fund entities and Ian K. Snow is the managing member of the GP. Beneficial ownership is reported on a shared basis (shared voting and dispositive power of 13,353,103 shares). The amendment was limited to percentage disclosure due to a change in the issuer's reported outstanding shares, and it affirms no legal-proceedings disclosures or recent transactions by the reporting persons. The record-level detail aids scrutiny of potential governance influence.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Velocity Financial, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

92262D101

(CUSIP Number)

Ian K. Snow
SPG GP, LLC, 545 Madison Ave., 10th Floor
New York, NY, 10022
(212) 508-3300

Doug Warner, Esq.
Weil, Gotshal & Manges LLP, 767 Fifth Avenue
New York, NY, 10153
(212) 310-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/08/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 92262D101

1

Name of reporting person

SPG GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,353,103.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,353,103.00

11

Aggregate amount beneficially owned by each reporting person

13,353,103.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

34.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8, 10 and 11: Represents shares of Common Stock owned by Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group (B), L.P. ("SPG B"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and SPG Co-Investment, L.P. ("SPG Co-Investment") in the aggregate (collectively, the "SPG Fund Entities"). SPG GP, LLC (the "General Partner") is the general partner of each of the SPG Fund Entities, and Ian K. Snow serves as the managing member of the General Partner. Row 13: Calculation of the percent is based on 38,438,579 shares of Common Stock outstanding as of July 31, 2025, as disclosed by the Issuer in its Form 10-Q filed on August 8, 2025, with the SEC (the "Outstanding Common Stock").

SCHEDULE 13D

CUSIP No. 92262D101

1

Name of reporting person

Ian K. Snow

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,353,103.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,353,103.00

11

Aggregate amount beneficially owned by each reporting person

13,353,103.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

34.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Rows 8, 10 and 11: Represents shares of Common Stock owned by the SPG Fund Entities in the aggregate. Ian K. Snow serves as the managing member of the General Partner for each of the SPG Fund Entities. Row 13: Calculation of the percent is based on the Outstanding Common Stock

SCHEDULE 13D

CUSIP No. 92262D101

1

Name of reporting person

Snow Phipps Group AIV, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,339,174.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,339,174.00

11

Aggregate amount beneficially owned by each reporting person

12,339,174.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

32.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Rows 8, 10 and 11: Represents shares of Common Stock owned by the Reporting Person. Row 13: Calculation of the percent is based on the Outstanding Common Stock.

SCHEDULE 13D

CUSIP No. 92262D101

1

Name of reporting person

Snow Phipps Group (RPV), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 642,654.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 642,654.00

11

Aggregate amount beneficially owned by each reporting person

642,654.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Rows 8, 10 and 11: Represents shares of Common Stock owned by the Reporting Person. Row 13: Calculation of the percent is based on the Outstanding Common Stock.

SCHEDULE 13D

CUSIP No. 92262D101

1

Name of reporting person

Snow Phipps Group (B), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 61,719.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 61,719.00

11

Aggregate amount beneficially owned by each reporting person

61,719.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Rows 8, 10 and 11: Represents shares of Common Stock owned by the Reporting Person. Row 13: Calculation of the percent is based on the Outstanding Common Stock.

SCHEDULE 13D

CUSIP No. 92262D101

1

Name of reporting person

Snow Phipps Group AIV (Offshore), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 260,705.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 260,705.00

11

Aggregate amount beneficially owned by each reporting person

260,705.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Rows 8, 10 and 11: Represents shares of Common Stock owned by the Reporting Person. Row 13: Calculation of the percent is based on the Outstanding Common Stock.

SCHEDULE 13D

CUSIP No. 92262D101

1

Name of reporting person

SPG Co-Investment, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 48,851.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 48,851.00

11

Aggregate amount beneficially owned by each reporting person

48,851.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Rows 8, 10 and 11: Represents shares of Common Stock owned by the Reporting Person. Row 13: Calculation of the percent is based on the Outstanding Common Stock.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value
(b)	Name of Issuer: Velocity Financial, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2945 Townsgate Road, Suite 110, Westlake Village, CALIFORNIA , 91361.
Item 1 Comment: This Amendment No. 4 ("Amendment No. 4") is filed by the undersigned Reporting Persons and amends the statement on Schedule 13D filed initially with the Securities and Exchange Commission on April 17, 2020, as subsequently amended (as amended, "Schedule 13D"), with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Velocity Financial, Inc. (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D. The Reporting Persons did not acquire or dispose of any shares of Common Stock. This Amendment No. 4 is filed solely to disclose a change from Amendment No. 3 in the percent of Common Stock beneficially owned by the Reporting Persons resulting solely from a change in the aggregate number of shares of Common Stock outstanding reported by the Issuer in its Form 10-Q filed on August 8, 2025, with the SEC.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of Schedule 13D is supplemented as follows: The responses of the Reporting Persons to Rows 11 and 13 (including any related Comment) on the cover pages of this Amendment No. 4, as of August 12, 2025, are incorporated herein by reference. As of August 12, 2025, the Reporting Persons beneficially owned 13,353,103 shares of Common Stock in the aggregate, which represents 34.7% of the shares of the Common Stock outstanding, calculated pursuant to Rule 13d-3 under the Exchange Act, based on 38,438,579 shares of Common Stock outstanding as of July 31, 2025, as disclosed by the Issuer in its Form 10-Q filed with the SEC on August 8, 2025.
(b)	Item 5(b) of Schedule 13D is supplemented as follows: The responses of the Reporting Persons to Rows 7, 8, 9, and 10 (including any related Comment) on the cover pages of this Amendment No. 4, as of August 12, 2025, are incorporated herein by reference.
(c)	Item 5(c) of Schedule 13D is supplemented as follows: None of the Reporting Persons, or, to the knowledge of the Reporting Persons, any other person named in Item 2 of the Schedule 13D, effected any transaction in the Common Stock during the past 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SPG GP, LLC

Signature:	/s/ Alan Mantel
Name/Title:	Alan Mantel / Authorized Signatory
Date:	08/12/2025

Ian K. Snow

Signature:	/s/ Alan Mantel
Name/Title:	Alan Mantel / Authorized Signatory
Date:	08/12/2025

Snow Phipps Group AIV, L.P.

Signature:	/s/ Alan Mantel
Name/Title:	Alan Mantel / Authorized Signatory
Date:	08/12/2025

Snow Phipps Group (RPV), L.P.

Signature:	/s/ Alan Mantel
Name/Title:	Alan Mantel / Authorized Signatory
Date:	08/12/2025

Snow Phipps Group (B), L.P.

Signature:	/s/ Alan Mantel
Name/Title:	Alan Mantel / Authorized Signatory
Date:	08/12/2025

Snow Phipps Group AIV (Offshore), L.P.

Signature:	/s/ Alan Mantel
Name/Title:	Alan Mantel / Authorized Signatory
Date:	08/12/2025

SPG Co-Investment, L.P.

Signature:	/s/ Alan Mantel
Name/Title:	Alan Mantel / Authorized Signatory
Date:	08/12/2025

FAQ

What stake do Snow Phipps entities and Ian K. Snow hold in Velocity Financial (VEL)?

The Reporting Persons beneficially own 13,353,103 shares, equal to 34.7% of outstanding common stock based on 38,438,579 shares outstanding.

How was the 34.7% ownership percentage calculated in the Schedule 13D/A for VEL?

The percent is calculated pursuant to Rule 13d-3 using 38,438,579 shares outstanding as of July 31, 2025, as disclosed by the issuer.

Did the Reporting Persons buy or sell Velocity Financial shares to change their ownership percentage?

No. The amendment states the Reporting Persons did not acquire or dispose of any shares and the percentage change resulted solely from a change in the issuer's outstanding shares.

Which Snow Phipps entities hold shares and what are their amounts?

Reported holdings include Snow Phipps Group AIV, L.P. 12,339,174; SPG (RPV) 642,654; SPG (B) 61,719; SPG AIV (Offshore) 260,705; SPG Co-Investment 48,851.

Have any transactions in VEL occurred in the 60 days before this filing?

The filing states none of the Reporting Persons effected any transaction in the Common Stock during the past 60 days.