Velo3D (NASDAQ: VELO) details one-time 3% CEO performance option plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

Velo3D, Inc. is amending an earlier disclosure to clarify the structure of a planned performance-based stock option award for its Chief Executive Officer, Arun Jeldi. The company now states this 2026 Performance Award is a one-time grant intended to replace routine annual equity awards for 2026 through 2029.

The award is expected to equal 3% of the company’s total outstanding common stock on the grant date, carry a ten-year term, and have an exercise price set at fair market value on the grant date. Vesting would be tied to market capitalization milestones achieved within five years: 10% at $1 billion, an additional 20% at $3 billion, 30% at $5 billion, and 40% at $10 billion, subject to Mr. Jeldi’s continued service. The Compensation Committee expects to grant the award shortly after the 2026 annual meeting, but may adjust timing or structure if there are insufficient shares available under the equity incentive plan.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Award size: 3% of total outstanding common stock Award term: 10-year term First vesting milestone: $1 billion market capitalization +5 more

8 metrics

Award size 3% of total outstanding common stock Expected size of 2026 Performance Award at grant

Award term 10-year term Option duration for 2026 Performance Award

First vesting milestone $1 billion market capitalization 10% of options vest at this level within five years

Second vesting milestone $3 billion market capitalization Additional 20% of options vest at this level

Third vesting milestone $5 billion market capitalization Additional 30% of options vest at this level

Final vesting milestone $10 billion market capitalization Final 40% of options vest at this level

Replacement period 2026–2029 Years of routine annual equity grants replaced

Vesting window Five years from grant date Period to achieve market cap milestones

Key Terms

performance-based stock option, market capitalization milestones, equity incentive plan, evergreen increase, +1 more

5 terms

performance-based stock option financial

"The Company is filing this Amendment to clarify that the Compensation Committee expects to make a one-time performance-based stock option award"

market capitalization milestones financial

"The 2026 Performance Award is expected to vest upon the achievement of the following market capitalization milestones within five years"

equity incentive plan financial

"if there are not then sufficient shares available for the award under the Company’s equity incentive plan (the “EIP”)"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

evergreen increase financial

"after the automatic January 1, 2027 evergreen increase in the shares subject to the EIP"

Compensation Committee financial

"The 2026 Performance Award has been designed in consultation with the Compensation Committee’s independent compensation consultant"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Understanding 8-K Material Events →

04/27/2026 - 06:03 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 13, 2026

Velo3D, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39757

98-1556965

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2710 Lakeview Court,
Fremont, California		94538
(Address of principal executive offices)		(Zip Code)

(408) 610-3915

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.00001 par value per share		VELO		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

On February 20, 2026 (the “Original Filing Date”), Velo3D, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) disclosing, under Item 5.02, certain compensation arrangements for the Company’s Chief Executive Officer, Arun Jeldi.z

The Original Form 8-K indicated that Mr. Jeldi would be entitled to a performance-based stock option grant and described such award as an “annual” award. This characterization did not accurately reflect the Compensation Committee’s intent.

This Amendment No. 1 to Current Report on Form 8-K (this “Amendment”) is being filed solely to (i) clarify that the contemplated performance-based stock option grant is intended to be a one-time award in lieu of routine annual equity awards over a multi-year period and not an annual award, and (ii) update the disclosure to provide additional details regarding the expected material terms of such one-time award. Except as described in this Amendment, the Original Form 8-K remains unchanged.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Company is filing this Amendment to clarify that the Compensation Committee expects to make a one-time performance-based stock option award to Mr. Jeldi, our Chief Executive Officer, in 2026 (the “2026 Performance Award”). The Original Form 8-K erroneously indicated that the award would be an annual award, which did not accurately reflect the Compensation Committee’s intent. Instead, the 2026 Performance Award is intended to replace routine annual equity grants to Mr. Jeldi for a four year period (2026 through 2029). The 2026 Performance Award has been designed in consultation with the Compensation Committee’s independent compensation consultant.

The 2026 Performance Award is expected to be sized at 3% of the total outstanding common stock of the Company on the grant date, have a ten-year term and have an exercise price equal to the fair market value per share of the Company’s common stock on the grant date. The 2026 Performance Award is expected to vest upon the achievement of the following market capitalization milestones within five years following the grant date: 10% of the options will vest when the Company’s market capitalization reaches $1 billion; an additional 20% when it reaches $3 billion; an additional 30% when it reaches $5 billion; and the final 40% when it reaches $10 billion, provided in each case that Mr. Jeldi remains in service with the Company through the achievement of the applicable valuation milestone.

The Compensation Committee expects to grant the 2026 Performance Award shortly following the Company’s 2026 annual meeting of stockholders. However, if there are not then sufficient shares available for the award under the Company’s equity incentive plan (the “EIP”), the Compensation Committee will need to take a different approach. In that case, the Compensation Committee may choose to grant a portion of the award to Mr. Jeldi with respect to shares then available under the EIP and issue the remainder of the award to Mr. Jeldi after the automatic January 1, 2027 evergreen increase in the shares subject to the EIP, or it may choose to provide compensation to Mr. Jeldi on different terms.

The foregoing description of Mr. Jeldi’s 2026 Performance Award does not purport to be complete and is qualified in its entirety by the full text of the applicable award agreement, which the Company intends to file as an exhibit to the Company’s applicable periodic report after the award is granted.

Except as expressly set forth in this Amendment, the Original Form 8-K is not being amended or updated by this Amendment and remains in effect as of its original filing date.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Velo3D, Inc.

Date: April 27, 2026	By:	/s/ James Suva
		James Suva
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What change is Velo3D (VELO) making in this 8-K/A filing?

Velo3D is clarifying that its CEO’s 2026 Performance Award is a one-time stock option grant, not an annual award, and is intended to replace routine equity grants over 2026–2029, with detailed performance-based vesting tied to market capitalization milestones.

How large is the 2026 Performance Award for Velo3D (VELO) CEO Arun Jeldi?

The 2026 Performance Award is expected to be sized at 3% of Velo3D’s total outstanding common stock on the grant date. This percentage-based structure aligns the award’s size directly with the company’s equity base at the time of grant.

What are the vesting conditions for Velo3D (VELO) CEO’s 2026 Performance Award?

The award vests over five years only if Velo3D hits specific market capitalization levels: $1B (10% of options), $3B (20%), $5B (30%), and $10B (40%), and Arun Jeldi remains employed through each milestone.

When does Velo3D (VELO) plan to grant the 2026 Performance Award?

The Compensation Committee expects to grant the 2026 Performance Award shortly after Velo3D’s 2026 annual meeting of stockholders. Actual grant timing may adjust if share availability under the equity incentive plan requires a different approach.

What happens if Velo3D (VELO) lacks enough shares under its equity incentive plan?

If there are not sufficient shares under the equity incentive plan, the Compensation Committee may split the award, granting part using available shares and issuing the remainder after the January 1, 2027 evergreen increase, or provide compensation on different terms.

Over what period does the Velo3D (VELO) CEO award replace annual equity grants?

The 2026 Performance Award is intended to replace routine annual equity grants to CEO Arun Jeldi for a four-year period covering 2026 through 2029, concentrating his long-term equity incentives into a single performance-based option grant.

Filing Exhibits & Attachments

3 documents