Velocity Financial, Inc. 8-K

What Happened

• On January 26, 2026, Velocity Financial, Inc. issued a press release reporting preliminary, unaudited financial results for the quarter and year ended December 31, 2025.
• The same day, Velocity announced an offering by its wholly owned subsidiary, Velocity Commercial Capital, LLC, of up to $500 million aggregate principal amount of Senior Notes due 2031. The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Velocity Financial, Inc.

Key Details

• Date filed: January 26, 2026 (Form 8-K).
• Offering size: up to $500,000,000 aggregate principal amount of Senior Notes due 2031.
• Guarantee: Notes will be fully and unconditionally guaranteed by Velocity Financial, Inc.; not guaranteed by other subsidiaries at issuance.
• Sale restrictions: Notes will be sold only to qualified institutional buyers under Rule 144A and to certain buyers outside the U.S. under Regulation S; the notes will not be registered under the Securities Act.

Why It Matters

• Earnings disclosure: The preliminary, unaudited Q4 and full-year 2025 results provide the first public update on the company’s recent financial performance and could affect investor expectations for revenue and earnings when final results are released.
• Financing impact: The potential $500M senior notes offering would increase the company’s debt and could affect leverage and interest costs; the parent company guarantee means Velocity Financial bears the obligation on the notes.
• Investor access: The Notes are being offered only to institutional and certain non-U.S. investors (Rule 144A/Reg S) and are unregistered, which limits liquidity and resale options for retail investors.