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RSU grant boosts Velo3D (VELO) director’s equity exposure

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Lloyd Jason Michael reported acquisition or exercise transactions in this Form 4 filing.

Velo3D, Inc. director Lloyd Jason Michael reported an equity compensation grant and updated holdings. He received 7,843 restricted stock units (RSUs), each representing a contingent right to one share of Velo3D common stock under the 2021 Equity Incentive Plan.

The RSUs vest in four equal 25% installments on September 12, 2026, December 12, 2026, March 12, 2027 and June 12, 2027, subject to his continued service. After these transactions, he holds 11,187 shares of common stock directly, 7,000 shares indirectly through an IRA, and 11,031 RSUs directly.

Positive

  • None.

Negative

  • None.
Insider Lloyd Jason Michael
Role null
Type Security Shares Price Value
Grant/Award Restricted Stock Unit 7,843 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 11,031 shares (Direct, null); Common Stock — 11,187 shares (Direct, null); Common Stock — 7,000 shares (Indirect, See footnote)
Footnotes (1)
  1. The reported securities are held in an individual retirement account ("IRA") for the benefit of the reporting person. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Velo3D, Inc. (the "Company"), granted under the Company's 2021 Equity Incentive Plan. The Compensation Committee (the "Committee") of the Board of Directors of the Company, in its sole discretion, may settle earned RSUs in cash, shares of common stock of the Company, or a combination of both. The RSUs shall vest as to 25% of the total grant quarterly, commencing September 12, 2026, with the remainder of grant vesting on each subsequent quarter, December 12, 2026, March 12, 2027 and June 12, 2027, subject to the Reporting Person's continued service to the Issuer on each vesting date.
RSU grant size 7,843 RSUs Grant of restricted stock units on June 12, 2026
Direct common shares 11,187 shares Common stock held directly after transactions
Indirect IRA shares 7,000 shares Common stock held indirectly in an IRA
Total RSU holdings 11,031 RSUs Restricted stock units held after grant
RSU vesting dates Sept 12 2026 – Jun 12 2027 Four quarterly 25% vesting installments
RSU settlement price $0.00 per unit Grant/award acquisition with no exercise price
Restricted Stock Unit financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
individual retirement account ("IRA") financial
"The reported securities are held in an individual retirement account ("IRA") for the benefit"
2021 Equity Incentive Plan financial
"granted under the Company's 2021 Equity Incentive Plan"
Compensation Committee financial
"The Compensation Committee (the "Committee") of the Board of Directors"
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.
contingent right financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share"
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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Lloyd Jason Michael

(Last)(First)(Middle)
C/O VELO3D, INC.
2710 LAKEVIEW CT

(Street)
FREMONT CALIFORNIA 94538

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Velo3D, Inc. [ VELO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock11,187D
Common Stock7,000ISee footnote(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(2)06/12/2026A7,843 (3) (3)Common Stock7,843$011,031D
Explanation of Responses:
1. The reported securities are held in an individual retirement account ("IRA") for the benefit of the reporting person.
2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Velo3D, Inc. (the "Company"), granted under the Company's 2021 Equity Incentive Plan. The Compensation Committee (the "Committee") of the Board of Directors of the Company, in its sole discretion, may settle earned RSUs in cash, shares of common stock of the Company, or a combination of both.
3. The RSUs shall vest as to 25% of the total grant quarterly, commencing September 12, 2026, with the remainder of grant vesting on each subsequent quarter, December 12, 2026, March 12, 2027 and June 12, 2027, subject to the Reporting Person's continued service to the Issuer on each vesting date.
/s/ Nancy Krystal as attorney-in-fact for Jason Michael Lloyd06/16/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What equity award did Velo3D (VELO) director Lloyd Jason Michael receive?

He received a grant of 7,843 restricted stock units (RSUs). Each RSU represents a contingent right to one share of Velo3D common stock, granted under the company’s 2021 Equity Incentive Plan, as part of his director compensation package.

How do Lloyd Jason Michael’s new RSUs at Velo3D (VELO) vest?

The 7,843 RSUs vest in four equal 25% installments. Vesting dates are September 12, 2026, December 12, 2026, March 12, 2027 and June 12, 2027, conditioned on his continued service to Velo3D on each vesting date.

What are Lloyd Jason Michael’s direct Velo3D (VELO) share holdings after this filing?

Following the reported transactions, he directly holds 11,187 shares of Velo3D common stock. In addition, he directly holds 11,031 restricted stock units that may settle in cash, shares, or a combination, at the Compensation Committee’s discretion.

What indirect Velo3D (VELO) holdings does Lloyd Jason Michael report?

He reports 7,000 shares of Velo3D common stock held indirectly in an individual retirement account (IRA) for his benefit. The Form 4 notes this indirect ownership and ties it to an IRA rather than direct personal registration.

Can Velo3D (VELO) settle Lloyd Jason Michael’s RSUs in cash instead of shares?

Yes. The Compensation Committee may, in its sole discretion, settle earned RSUs in cash, in shares of Velo3D common stock, or in a combination of both, according to the terms of the 2021 Equity Incentive Plan.

What total RSU balance does Lloyd Jason Michael hold at Velo3D (VELO) after the grant?

After the 7,843-unit grant, he holds 11,031 restricted stock units in total. These RSUs are subject to the stated vesting schedule and settlement terms, and each represents a contingent right to one share of common stock when earned.