Velo3D (VELO) ties CEO Arun Jeldi’s stock options to $1B–$10B valuations

Rhea-AI Filing Summary

Velo3D, Inc. updated the compensation package for its Chief Executive Officer, Arun Jeldi. Effective January 1, 2026, he will receive an annual base salary of $650,000 and is eligible for an annual incentive bonus of up to 100% of base salary, determined by the Compensation Committee based on performance objectives.

Mr. Jeldi will also be entitled to an annual stock option grant equal to 2–3% of Velo3D’s total common stock outstanding at the time of each grant. These options will vest in stages tied to enterprise valuation milestones: 10% at $1 billion, 20% at $3 billion, 30% at $5 billion, and 40% at $10 billion. The Compensation Committee approved this structure on February 13, 2026.

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.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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, par value $0.00001		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. ☐

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

On February 13, 2026, the Compensation Committee of the Board of Directors of Velo3D, Inc. (the “Company”) approved updated compensation for Arun Jeldi, the Company’s Chief Executive Officer. Under the terms of his compensation, effective January 1, 2026, Mr. Jeldi will receive an annual base salary of $650,000 per year. His annual incentive bonus will be up to 100% of base salary based on performance objectives determined by the Compensation Committee. Mr. Jeldi will also be entitled to an annual stock option grant equal to 2-3% of the total common stock outstanding of the Company at the time of grant, which will vest as follows: 10% of the options will vest when the enterprise reaches $1 billion in valuation; 20% when it reaches $3 billion in valuation; 30% when it reaches $5 billion in valuation; and 40% when it reaches $10 billion in valuation.

SIGNATURES

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

	Velo3D, Inc.
Date: February 20, 2026	By:	/s/ Bernard Chung
		Bernard Chung
		Acting Chief Financial Officer

FAQ

What CEO compensation changes did Velo3D (VELO) approve on February 13, 2026?

Velo3D approved an updated compensation package for CEO Arun Jeldi. It includes a $650,000 annual base salary, a performance-based bonus of up to 100% of base salary, and annual stock option grants representing 2–3% of total common stock outstanding at each grant.

What is Velo3D (VELO) CEO Arun Jeldi’s new base salary?

Arun Jeldi’s new base salary is $650,000 per year, effective January 1, 2026. This salary forms the basis for his annual incentive bonus, which can reach up to 100% of base pay, depending on performance objectives set by the Compensation Committee.

How is the Velo3D (VELO) CEO’s annual bonus structured?

The CEO’s annual incentive bonus can be up to 100% of his $650,000 base salary. The actual amount depends on performance objectives established by Velo3D’s Compensation Committee, aligning a significant portion of his cash compensation with the company’s operational and strategic goals.

What stock option percentage can Velo3D (VELO) grant annually to its CEO?

Velo3D may grant its CEO annual stock options equal to 2–3% of the company’s total common stock outstanding at the time of each grant. This equity component is designed to tie leadership incentives to overall shareholder value and company scale.

What valuation milestones affect vesting of Velo3D (VELO) CEO stock options?

The CEO’s options vest in stages when enterprise valuation milestones are met: 10% at $1 billion, 20% at $3 billion, 30% at $5 billion, and 40% at $10 billion. Vesting depends on the company achieving these valuation thresholds.

When do the updated Velo3D (VELO) CEO compensation terms take effect?

The updated compensation terms for CEO Arun Jeldi are effective January 1, 2026. The Compensation Committee formally approved the package on February 13, 2026, covering salary, bonus opportunity, and performance-based stock option grants tied to enterprise valuation milestones.

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