VEL on NYSE

Velocity Financial, Inc.

In its 2026 annual report the company says: “We are a vertically integrated real estate finance company founded in 2004. We originate, securitize, and manage a nationwide portfolio of loans secured by real estate to earn attractive risk adjusted spreads for our shareholders. We originate loans nationwide across our extensive network of independent mortgage brokers and direct borrower relationships, which we have built and refined over the 21 years since our inception.”4 It is headquartered in Westlake Village, California.1 Its shares trade on NYSE under the symbol VEL.1

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Last updated Oct 21, 2026.

Overview

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  • TickerVEL on NYSE1
  • IndustryFinance Services1
  • HeadquartersWestlake Village, California1
  • Incorporated inDE2
  • Business address2945 Townsgate Road, Suite 110, Westlake Village, Ca 913612
  • Filer categoryAccelerated filer, Smaller reporting company2

We are a vertically integrated real estate finance company founded in 2004. We originate, securitize, and manage a nationwide portfolio of loans secured by real estate to earn attractive risk adjusted spreads for our shareholders. We primarily originate investor loans secured by 1-4 unit residential rental properties, as well as loans for multi-family, mixed use and commercial properties. We originate loans nationwide across our extensive network of independent mortgage brokers and direct borrower relationships, which we have built and refined over the 21 years since our inception. Our objective is to be the preferred and one of the most recognized brands in our core market.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Net income56789$105.1M in 2025+508% since 2019
0$50.0M$100.0M$150.0M2019: $17.3M$17.3M20192020: $17.8M$17.8M2020+3%2021: $29.2M$29.2M2021+64%2022: $32.2M$32.2M2022+10%2023: $52.3M$52.3M2023+62%2024: $68.4M$68.4M2024+31%2025: $105.1M$105.1M2025+54%

Every line of the income statement as filed: the last 3 fiscal years (annual) or 8 quarters (quarterly), latest first.9

Period ending2025-12-312024-12-312023-12-31
Interest income$550.8M$406.8M$310.8M
Interest expense portfolio related$340.5M$247.2M$186.5M
Net interest income portfolio related$210.4M$159.6M$124.3M
Interest expense corporate debt$24.6M$23.8M$16.6M
Net interest income$185.8M$135.8M$107.8M
Provision for credit losses$5.8M$1.2M$1.9M
Net interest income after provision for credit losses$180.0M$134.6M$105.8M
Gain on disposition of loans$9.9M$8.2M
Unrealized gain on fair value loans$116.9M$55.9M$47.9M
Unrealized gain (loss) on fair value securitized debt-$30.5M$2.6M-$9.0M
Unrealized gain (loss) on mortgage servicing rights-$998.0K$375.0K-$660.0K
Origination fee income$34.0M$24.0M$12.4M
Interest income on cash balance$5.9M$6.5M$5.2M
Other income$2.1M$2.1M$1.8M
Total other operating income$163.6M$101.4M$65.9M
Compensation and employee benefits$90.2M$69.6M$48.3M
Origination expenses$4.5M$3.1M$518.0K
Securitization expenses$28.3M$19.4M$12.9M
Loan servicing$33.4M$22.4M$17.6M
Professional fees$6.1M$7.6M$4.6M
Rent and occupancy$1.1M$1.9M$1.9M
Real estate owned, net$22.9M$6.0M$6.2M
Other operating expenses$10.8M$9.6M$8.5M
Total operating expenses$197.4M$139.6M$100.6M
Income before income taxes$146.2M$96.4M$71.1M
Total income tax expense$41.3M$27.9M$18.8M
Net income$105.0M$68.5M$52.3M
Net income (loss) attributable to noncontrolling interest-$71.0K$47.0K$20.0K
Net income attributable to Velocity Financial, Inc.$105.1M$68.4M$52.3M
Less undistributed earnings attributable to unvested restricted stock awards$1.3M$834.0K$753.0K
Net earnings attributable to common stockholders$103.7M$67.6M$51.5M
Basic$2.81$2.07$1.60
Diluted$2.75$1.91$1.52
Basic36.9M shares32.7M shares32.2M shares
Diluted38.2M shares35.8M shares34.5M shares

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Corporate structure

Velocity Financial, Inc. sits at the top of its group. 47 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Velocity Financial, Inc.

  • Velocity Financial, Inc. Westlake Village, California
    • Century Health & Housing Capital, LLC Subsidiary · Delaware, United States
    • NDCC LLC Subsidiary · Delaware, United States
    • New Day Business Finance LLC Subsidiary · Delaware, United States
    • VCC ABF, LLC Subsidiary · Delaware, United States
    • VCC Capital Source Financing, LLC Subsidiary · Delaware, United States
    • VCC Mortgage Securities, LLC Subsidiary · Delaware, United States
    • VCC ND, LLC Subsidiary · Delaware, United States
    • Velocity Commercial Capital 2025-MCI Trust Subsidiary · Delaware, United States
    • Velocity Commercial Capital FB Financing, LLC Subsidiary · Delaware, United States
    • Velocity Commercial Capital Loan Trust 2017-2 Subsidiary · New York, United States
    • Velocity Commercial Capital Loan Trust 2018-1 Subsidiary · New York, United States
    • Velocity Commercial Capital Loan Trust 2018-2 Subsidiary · New York, United States
    • Velocity Commercial Capital Loan Trust 2019-1 Subsidiary · New York, United States
    • Velocity Commercial Capital Loan Trust 2019-2 Subsidiary · New York, United States
    • Velocity Commercial Capital Loan Trust 2019-3 Subsidiary · New York, United States
    • Velocity Commercial Capital Loan Trust 2020-1 Subsidiary · New York, United States
    • Velocity Commercial Capital Loan Trust 2021-1 Subsidiary · New York, United States
    • Velocity Commercial Capital Loan Trust 2021-2 Subsidiary · New York, United States
    • Velocity Commercial Capital Loan Trust 2021-3 Subsidiary · New York, United States
    • Velocity Commercial Capital Loan Trust 2021-4 Subsidiary · New York, United States
    • Velocity Commercial Capital Loan Trust 2022-1 Subsidiary · New York, United States
    • Velocity Commercial Capital Loan Trust 2022-2 Subsidiary · New York, United States
    • Velocity Commercial Capital Loan Trust 2022-3 Subsidiary · New York, United States
    • Velocity Commercial Capital Loan Trust 2022-4 Subsidiary · New York, United States
    • Velocity Commercial Capital Loan Trust 2022-5 Subsidiary · New York, United States
    • and 21 more

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Velocity Financial, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$9.3M9 Dec 31, 2025$9.6M9 Dec 31, 2024−3.9%
Accumulated depreciation$7.8M9 Dec 31, 2025$8.0M9 Dec 31, 2024−1.8%
Property and equipment, net$1.4M9 Dec 31, 2025$1.6M9 Dec 31, 2024−14.2%
Operating-lease assets (leased space)$2.8M9 Dec 31, 2025$2.5M9 Dec 31, 2024+13.0%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$92.1M9 Dec 31, 2025$49.9M9 Dec 31, 2024+84.6%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$6.8M9 Dec 31, 2025$6.8M9 Dec 31, 20240%

Properties, in its own words

Our corporate headquarters are located in leased space at 2945 Townsgate Road, Suite 110, Westlake Village, CA 91361. Our corporate headquarters as well as our other leased office spaces across the U.S. are suitable and adequate for our needs.

Item 2 of the 10-K filed Mar 12, 2026.4

Leadership

Who has led Velocity Financial, Inc., and when. Pick a name to see everywhere that person has worked.

Chief financial officer

  1. Mark R. Szczepaniak2020–now

Chief operating officer

  1. Joseph A. Cowell2020
2025
Board members and other officers (17)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Century Health & Housing Capital, LLC Delaware3
  • NDCC LLC Delaware3
  • New Day Business Finance LLC Delaware3
  • VCC ABF, LLC Delaware3
  • VCC Capital Source Financing, LLC Delaware3
  • VCC Mortgage Securities, LLC Delaware3
  • VCC ND, LLC Delaware3
  • Velocity Commercial Capital 2025-MCI Trust Delaware3
  • Velocity Commercial Capital FB Financing, LLC Delaware3
  • Velocity Commercial Capital Loan Trust 2017-2 New York3
  • Velocity Commercial Capital Loan Trust 2018-1 New York3
  • Velocity Commercial Capital Loan Trust 2018-2 New York3
  • Velocity Commercial Capital Loan Trust 2019-1 New York3
  • Velocity Commercial Capital Loan Trust 2019-2 New York3
  • Velocity Commercial Capital Loan Trust 2019-3 New York3
  • Velocity Commercial Capital Loan Trust 2020-1 New York3
  • Velocity Commercial Capital Loan Trust 2021-1 New York3
  • Velocity Commercial Capital Loan Trust 2021-2 New York3
  • Velocity Commercial Capital Loan Trust 2021-3 New York3
  • Velocity Commercial Capital Loan Trust 2021-4 New York3
  • Velocity Commercial Capital Loan Trust 2022-1 New York3
  • Velocity Commercial Capital Loan Trust 2022-2 New York3
  • Velocity Commercial Capital Loan Trust 2022-3 New York3
  • Velocity Commercial Capital Loan Trust 2022-4 New York3
All 46 listed subsidiaries
  • Velocity Commercial Capital Loan Trust 2022-5 New York3
  • Velocity Commercial Capital Loan Trust 2023-1 New York3
  • Velocity Commercial Capital Loan Trust 2023-2 New York3
  • Velocity Commercial Capital Loan Trust 2023-3 New York3
  • Velocity Commercial Capital Loan Trust 2023-4 New York3
  • Velocity Commercial Capital Loan Trust 2024-1 New York3
  • Velocity Commercial Capital Loan Trust 2024-2 New York3
  • Velocity Commercial Capital Loan Trust 2024-3 New York3
  • Velocity Commercial Capital Loan Trust 2024-4 New York3
  • Velocity Commercial Capital Loan Trust 2024-5 New York3
  • Velocity Commercial Capital Loan Trust 2024-6 New York3
  • Velocity Commercial Capital Loan Trust 2025-1 New York3
  • Velocity Commercial Capital Loan Trust 2025-2 New York3
  • Velocity Commercial Capital Loan Trust 2025-3 New York3
  • Velocity Commercial Capital Loan Trust 2025-4 New York3
  • Velocity Commercial Capital Loan Trust 2025-5 New York3
  • Velocity Commercial Capital Loan Trust 2025-P1 New York3
  • Velocity Commercial Capital Loan Trust 2025-P2 New York3
  • Velocity Commercial Capital Loan Trust 2025-RTL1 Delaware3
  • Velocity Commercial Capital MRA Trust 2024-1 Delaware3
  • Velocity Commercial Capital Warehouse 2025, LLC Delaware3
  • Velocity Commercial Capital, LLC California3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Velocity Financial, LLCDec 16, 2016 to Jan 17, 20202

Timeline

  1. Aug 27, 20268-K Entered a material agreement; Regulation FD disclosure32
  2. Aug 5, 20268-K Results of operations33
  3. Aug 5, 20268-K Regulation FD disclosure34
  4. May 26, 20268-K Shareholder vote35
  5. May 7, 20268-K Regulation FD disclosure36
  6. May 6, 20268-K Results of operations37
  7. Mar 13, 20268-K Results of operations38
  8. Mar 12, 20268-K Regulation FD disclosure39
  9. Jan 30, 20268-K Entered a material agreement; Other events40
  10. Jan 29, 20268-K Entered a material agreement; Other events41
  11. Jan 26, 20268-K Results of operations; Other events42
  12. Jan 20, 20268-K Executive or director change43
  13. Jan 17, 2020New chief executive Christopher D. Farrar becomes CEO13

Calendar

Coming up

  1. Nov 5, 2026Reports results for the quarter ending Sep/202644

When it reported results

  1. Aug 5, 2026Reported quarterly or annual results33
  2. May 6, 2026Reported quarterly or annual results37
  3. Mar 13, 2026Reported quarterly or annual results38
  4. Jan 26, 2026Reported quarterly or annual results42
  5. Nov 7, 2025Reported quarterly or annual results45
  6. Aug 8, 2025Reported quarterly or annual results46
  7. May 2, 2025Reported quarterly or annual results47
  8. Mar 10, 2025Reported quarterly or annual results48

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

317 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 69 major events, 158 insider forms, 21 large holders, 49 other. The latest 20:

  1. Sep 10, 2026144 EDGAR
  2. Sep 10, 20264 PRIMARY DOCUMENT EDGAR
  3. Sep 1, 20264 PRIMARY DOCUMENT EDGAR
  4. Aug 27, 20268-K EDGAR
  5. Aug 11, 2026144 EDGAR
  6. Aug 11, 2026144 EDGAR
  7. Aug 11, 20264 PRIMARY DOCUMENT EDGAR
  8. Aug 11, 20264 PRIMARY DOCUMENT EDGAR
  9. Aug 10, 2026144 EDGAR
  10. Aug 10, 20264 PRIMARY DOCUMENT EDGAR
  11. Aug 6, 20264 PRIMARY DOCUMENT EDGAR
  12. Aug 6, 20264 PRIMARY DOCUMENT EDGAR
  13. Aug 6, 202610-Q EDGAR
  14. Aug 5, 20268-K EDGAR
  15. Aug 5, 20268-K EDGAR
  16. Jul 28, 2026144 EDGAR
  17. Jul 28, 20264 PRIMARY DOCUMENT EDGAR
  18. Jul 9, 20264 PRIMARY DOCUMENT EDGAR
  19. Jul 9, 20264 PRIMARY DOCUMENT EDGAR
  20. Jul 7, 2026144 EDGAR

The 317 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

34 open-market trades by officers, directors and large owners since October 2021: 1 buys and 33 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 10, 2026Szczepaniak Mark RChief Financial OfficerSale2,000$18.03$36.1KForm 4
Sep 1, 2026Kelly Roland ThomasChief Legal Officer and GCSale1,600$18.00$28.8KForm 4
Aug 11, 2026Taylor Jeffrey T.Executive VP, Capital MarketsSale4,330$19.06$82.5KForm 4
Aug 11, 2026Tam FionaChief Accounting OfficerSale1,232$19.00$23.4KForm 4
Aug 10, 2026Szczepaniak Mark RChief Financial OfficerSale2,000$18.16$36.3KForm 4
Aug 6, 2026Kelly Roland ThomasChief Legal Officer and GCSale1,600$18.00$28.8KForm 4
Aug 6, 2026Szczepaniak Mark RChief Financial OfficerSale400$18.00$7.2KForm 4
Jul 28, 2026Szczepaniak Mark RChief Financial OfficerSale400$18.00$7.2KForm 4
Jul 7, 2026Tam FionaChief Accounting OfficerSale68$19.00$1.3KForm 4
Jul 7, 2026Taylor Jeffrey T.Executive VP, Capital MarketsSale2,165$19.00$41.1KForm 4
Jul 1, 2026Kelly Roland ThomasChief Legal Officer and GCSale1,600$18.57$29.7KForm 4
Jun 26, 2026Szczepaniak Mark RChief Financial OfficerSale1,573$18.07$28.4KForm 4
May 1, 2026Szczepaniak Mark RChief Financial OfficerSale1,573$19.30$30.4KForm 4
Apr 17, 2026Taylor Jeffrey T.Executive VP, Capital MarketsSale2,130$20.00$42.6KForm 4
Apr 1, 2026Szczepaniak Mark RChief Financial OfficerSale1,573$18.13$28.5KForm 4
Mar 31, 2026Kelly Roland ThomasChief Legal Officer and GCSale814$18.22$14.8KForm 4
Mar 30, 2026Kelly Roland ThomasChief Legal Officer and GCSale14,026$18.03$252.9KForm 4
Mar 17, 2026Kelly Roland ThomasChief Legal Officer and GCSale5,160$18.06$93.2KForm 4
Mar 2, 2026Szczepaniak Mark RChief Financial OfficerSale1,573$18.32$28.8KForm 4
Feb 2, 2026Taylor Jeffrey T.Executive VP, Capital MarketsSale1,772$20.33$36.0KForm 4

All 34 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Christopher D. Farrar$630.0K$6.6M56
2025Mark R. Szczepaniak$393.8K$2.4M56
2025Jeffrey T. Taylor$315.0K$2.2M56
2024Chief Executive Officer$630.0K$5.4M56
2024Chief Financial Officer$393.8K$2.4M56
2024Executive Vice$315.0K$2.0M56
2023Chief Executive Officer$630.0K$3.9M56
2023Chief Financial Officer$393.8K$1.6M56
2023PresidentCapital Markets$315.0K$1.3M56

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 98. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Snow Phipps Group, LLC13,353,103$246.5M75.6%No change
Allianz Asset Management GmbH12,637,764$233.3M0.2%No change
Beach Point Capital Management LP6,582,380$121.5M47.4%+23,868
BlackRock, Inc.1,489,827$27.5M0.0%−152,089
Dimensional Fund Advisors LP656,725$12.1M0.0%+74,175
Adage Capital Partners Gp, L.l.c.505,505$9.3M0.0%+22,790
Vanguard Capital Management LLC487,011$9.0M0.0%+6,359
American Century Companies Inc357,199$6.6M0.0%+71,830
Geode Capital Management, LLC272,540$5.0M0.0%+23,040
State Street Corp249,731$4.6M0.0%+31,586
Goldman Sachs Group Inc235,327$4.3M0.0%−39,796
D. E. Shaw & Co., Inc.124,130$2.3M0.0%+36,396
Susquehanna International Group, Llp123,902$2.3M0.0%New
Man Group plc116,925$2.2M0.0%+40,543
Qube Research & Technologies Ltd116,605$2.2M0.0%+10,744
Morgan Stanley102,530$1.9M0.0%+14,080
Vanguard Portfolio Management LLC102,190$1.9M0.0%+35,447
Northern Trust Corp92,141$1.7M0.0%+11,483
Tudor Investment Corp Et Al91,219$1.7M0.0%+32,317
Charles Schwab Investment Management Inc89,499$1.7M0.0%+4,099
Nfj Investment Group, LLC72,611$1.3M0.0%No change
Aqr Capital Management LLC71,546$1.3M0.0%+12,640
Vanguard Fiduciary Trust Co67,596$1.2M0.0%−1,787
Bank of New York Mellon Corp55,060$1.0M0.0%+4,191
Creative Planning54,853$1.0M0.0%+955

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Velocity Financial, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARVelocity Financial, Inc.1
  • CIK0001692376
  • Employer ID (EIN)46-06597194
  • Filer statusAccelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6199 Finance Services1
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance1
  • Business address2945 Townsgate Road, Suite 110, Westlake Village, CA 913611
  • Phone866-505-38631
  • Shares outstanding39,481,457 as of Jul 31, 202611
  • Public float$205.1M as of Jun 30, 20254
  • AuditorRSM US LLP, Los Angeles, California PCAOB ID 49; it also attests to the company’s internal control over financial reporting4
  • On EDGAR sinceDec 16, 20161
  • Filings434 in all: 4 (179), 8-K (92), 10-Q (20), 3 (19), 144 (17), SC 13G/A (10), 10-K (7), CORRESP (7)1
    All 36 form types

    DEF 14A (7), DEFA14A (7), SCHEDULE 13D/A (6), UPLOAD (6), SC 13D/A (5), SC 13G (5), 424B5 (4), ARS (4), EFFECT (4), S-3 (3), S-3/A (3), S-8 (3), 4/A (2), 8-A12B (2), 8-K/A (2), CERT (2), DRS/A (2), DRSLTR (2), PRE 14A (2), S-1/A (2), SC 13D (2), SCHEDULE 13G/A (2), 3/A (1), 424B4 (1), D (1), DRS (1), NT 10-K (1), S-1 (1)

  • Latest filingsAnnual report (10-K) Mar 12, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 10, 2026
    Latest 8-K (8-K) Aug 27, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.01 per shareVELThe New York Stock Exchange
Common stock, par value $0.01 per shareVELNYSE

From the cover page of the 10-K filed Mar 12, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Velocity Financial, Inc. names in Item 1A of its 10-K filed Mar 12, 2026: 57 risks under these headings, as written.4

  • Risks Related to Our Financial Performance, Financing Our Business, Liquidity and Net Worth, and the Economy
  • Risks Related to Our Business
  • Legal and Regulatory Risks
  • Risks Relating to Ownership of Our Common Stock
  • We are dependent upon the success of the investor real estate market and conditions that negatively impact this market may reduce demand for our loans and adversely impact our business, results of operations and financial condition.
  • Difficult conditions in the real estate markets, the financial markets and the economy generally may adversely impact our business, results of operations and financial condition.
  • Adverse global market, economic and political conditions, including government shutdowns, armed conflicts or terrorist acts, pandemics and other catastrophic events could have a material adverse effect on us.
  • We operate in a competitive market for loan origination and acquisition opportunities and competition may limit our ability to originate and acquire loans, which could adversely affect our ability to execute our business strategy.
  • Loans to small businesses involve a high degree of business and financial risk, which can result in substantial losses that would adversely affect our business, results of operation and financial condition.
  • The failure of a third-party servicer or the failure of our own internal servicing system to effectively service our portfolio of mortgage loans may adversely impact our business, results of operations and financial condition.
  • We are dependent on certain of our key personnel for our future success, and their continued service to us is not guaranteed.
  • Our growth strategy relies upon our ability to hire and retain qualified account executives, and if we are unable to do so, our growth could be limited.
The other 48 risks
  • Inaccurate or incomplete information received from potential borrowers, guarantors and sellers involved in the sale of pools of loans could have a negative impact on our results of operation.
  • Deficiencies in appraisal quality in the mortgage loan origination process may result in increased principal loss severity.
  • We use leverage in executing our business strategy, which may adversely affect us when economic conditions are unfavorable.
  • Our underwriting guidelines in the mortgage loan origination process may result in increased delinquencies and defaults.
  • We may change our strategy or underwriting guidelines without notice or stockholder consent, which may result in changes to our risk profile, results of operations and financial condition.
  • Our inability to manage future growth effectively could have an adverse impact on our business, results of operations and financial condition.
  • If we fail to develop, enhance and implement strategies to adapt to changing conditions in the real estate and capital markets, our business, results of operations and financial condition may be materially and adversely affected.
  • Operational risks, including the risk of cyberattacks and other security incidents, could disrupt our business and materially and adversely affect our business, results of operations and financial condition.
  • Any disruption in the availability or functionality of our technology infrastructure and systems could have a material adverse effect on our business.
  • Our intellectual property and other proprietary rights may be inadequate to protect our business or may be infringed, misappropriated or challenged by others, or we may be subject to claims of intellectual property infringement or misappropriation asserted by third parties.
  • Acquisitions, strategic investments, entries into new businesses, and divestitures could disrupt our business, divert our management’s attention, result in additional dilution to our stockholders, and harm our business.
  • Risks Related to Our Loan Portfolio
  • A significant portion of our loan portfolio is in the form of investor real estate loans which are subject to increased risks.
  • Loans on properties in transition will involve a greater risk of loss than traditional investment-grade mortgage loans with fully insured borrowers.
  • Any costs or delays involved in the completion of a foreclosure or liquidation of the underlying property may further reduce proceeds from the property and may increase the loss.
  • Insurance on collateral underlying mortgage loans and real estate securities may not cover all losses.
  • We may be subject to lender liability claims, and if we are held liable under such claims, we could be subject to losses.
  • Our portfolio of assets may at times be concentrated in certain property types or secured by properties concentrated in a limited number of geographic areas, which increases our exposure to economic downturn and natural disasters, including disruptions related to epidemics, with respect to those property types or geographic locations.
  • The investor real estate loans we originate or acquire are dependent on the ability of the property owner to generate net income from operating the property, which may result in the inability of such property owner to repay a loan, as well as the risk of foreclosure.
  • We may be exposed to environmental liabilities with respect to properties to which we take title, which may in turn decrease the value of the underlying properties.
  • We may be required to repurchase or substitute mortgage loans or indemnify investors if we breach representations and warranties, which could harm our business, cash flow, results of operations and financial condition.
  • Some of our portfolio assets may be recorded at fair value as estimated by management and may not reflect the price we could realize upon disposal.
  • Risks Related to Our Organization and Structure
  • For so long as Snow Phipps Group and TOBI continue to own a substantial amount of our outstanding common stock, they will have the ability to substantially influence us.
  • Our restated certificate of incorporation provides that our directors who are affiliates of Snow Phipps Group and TOBI may engage in similar activities and lines of business as us, which may result in competition between us and such stockholders or another portfolio company of such stockholders for certain corporate opportunities.
  • Some provisions of Delaware law and our organizational documents may deter third parties from acquiring us and may diminish the value of our common stock.
  • Failure to comply with requirements to design, implement and maintain effective internal controls, as well as a failure to remediate any identified weaknesses in our internal controls, could have a material adverse effect on our reputation, business and stock price.
  • Our restated certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the sole and exclusive forums for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
  • Our Board is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval.
  • Risks Relating to Regulatory Matters
  • The increasing number of proposed United States federal, state and local laws may affect certain mortgage- related assets in which we intend to invest and could materially increase our cost of doing business.
  • The securitization process is subject to an evolving regulatory environment that may affect certain aspects of our current business.
  • We are subject to state licensing and operational requirements in certain states that may result in substantial compliance costs.
  • Maintenance of our 1940 Act exemption imposes limits on our operations, which may adversely affect our operations.
  • If we fail to comply with laws, regulations and market standards regarding the privacy, use, and security of customer and other regulated information, or if we are the target of a successful cyberattack or other security incident, we may be subject to legal and regulatory actions and our reputation would be harmed.
  • We may be subject to liability for potential violations of predatory lending laws, which could adversely impact our business, results of operations and financial condition.
  • Risks Related to Sources of Financing
  • We may not be able to successfully complete additional securitization transactions on attractive terms or at all, which could limit potential future sources of financing and could inhibit the growth of our business.
  • If one or more of our warehouse facilities on which we are dependent are terminated, we may be unable to find replacement financing on favorable terms on a timely basis, or at all, which would have a material adverse effect on our business, results of operations and financial condition.
  • We may be required to maintain certain levels of collateral or provide additional collateral under our warehouse facilities, which may restrict us from leveraging our assets as fully as desired or forcing us to sell assets under adverse market conditions, resulting in potentially lower returns.
  • If a counterparty to our repurchase transactions defaults on its obligation to resell the underlying asset back to us at the end of the transaction term, or if the value of the underlying asset has declined as of the end of that term, or if we default on our obligations under the repurchase agreement, we will lose money on our repurchase transactions.
  • Our substantial indebtedness could adversely affect our financial condition and impair our ability to operate our business.
  • Interest rate fluctuations could negatively impact our net interest income, cash flows and the market value of our investments.
  • Interest rate mismatches between our loans and our borrowings used to fund our portfolio may reduce our income during periods of changing interest rates.
  • Interest rate caps on our ARMs may reduce our income or cause us to suffer a loss during periods of rising interest rates.
  • Our existing and future financing arrangements and any debt securities we may issue could restrict our operations and expose us to additional risk.
  • Risks Related to Ownership of Our Common Stock
  • The trading and price of our common stock has been and may continue to be volatile, which could result in substantial losses for purchasers of our common stock.
  • We have incurred increased costs as a result of being a public company.
  • Future offerings of debt securities, which would rank senior to our common stock upon our liquidation, and future offerings of equity securities, which would dilute our existing stockholders and may be senior to our common stock for the purposes of dividend and liquidating distributions, may adversely affect the market price of our common stock.
  • Future sales of shares of our common stock, including by our existing stockholders, could depress the market price of our shares.
  • We have not historically paid dividends on our common stock and, as a result, your only opportunity to achieve a return on your investment may be if the price of our common stock appreciates.
  • If securities analysts do not publish research or reports about our business or if they downgrade our stock or our core market, our stock price and trading volume could decline.

Legal proceedings

From time to time, in the ordinary course of business, we are involved in various judicial, regulatory or administrative claims, proceedings and investigations. These proceedings and actions may include, among other things, allegations of violation of banking and other applicable regulations, competition law, labor laws and consumer protection laws, as well as claims or litigation relating to intellectual property, securities, breach of contract and tort. We intend to defend ourselves vigorously against any pending or future judicial, regulatory or administrative claims or proceedings. Although occasional adverse decisions or settlements may occur, our management does not believe that the final disposition of any currently pending or threatened matter will have a material adverse effect on our business, financial position, results of operations or cash flows.

The opening of Item 3, Legal Proceedings.4

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