Velo3D (VELO) CFO awarded 135,000 restricted stock units under equity plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Suva James D reported acquisition or exercise transactions in this Form 4 filing.

Velo3D, Inc. granted its CFO, James D. Suva, 135,000 restricted stock units (RSUs), each representing a right to receive one share of common stock. The RSUs were awarded at a price of $0.00 per unit under the company’s 2021 Equity Incentive Plan.

According to the grant terms, 25% of the RSUs will vest on May 15, 2027, with the remaining units vesting in equal 1/16th installments on each Quarterly Vest Date (February 15, May 15, August 15 and November 15) thereafter. The compensation committee may settle vested RSUs in cash, shares, or a combination.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Suva James D

Role CFO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	135,000	$0.00	--

Holdings After Transaction: Restricted Stock Unit — 135,000 shares (Direct)

Footnotes (1)

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 vest as follows: 25% of the RSUs will vest on May 15, 2027, and 1/16th of the RSUs will vest on each Quarterly Vest Date (as defined below) thereafter. "Quarterly Vest Date" means each of February 15, May 15, August 15 and November 15. Payment of earned RSUs will be made as soon as practicable after the date(s) determined by the Committee and set forth in the RSU award agreement.

Key Figures

RSUs granted: 135,000 units Grant price: $0.00 per unit Initial vesting: 25% of RSUs +1 more

4 metrics

RSUs granted 135,000 units Restricted stock units awarded to CFO on April 6, 2026

Grant price $0.00 per unit RSU grant under 2021 Equity Incentive Plan

Initial vesting 25% of RSUs Vests on May 15, 2027

Ongoing vesting schedule 1/16 of RSUs per date Vests each Quarterly Vest Date after May 15, 2027

Key Terms

Restricted Stock Unit, 2021 Equity Incentive Plan, Quarterly Vest Date, Compensation Committee

4 terms

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.

2021 Equity Incentive Plan financial

"granted under the Company's 2021 Equity Incentive Plan"

Quarterly Vest Date financial

""Quarterly Vest Date" means each of February 15, May 15, August 15 and November 15."

Compensation Committee financial

"The Compensation Committee (the "Committee") of the Board of Directors of the Company"

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.

Form 4 Insider Transactions: What Each Field Means →

04/08/2026 - 03:20 PM

SEC Form 4

FORM 4

UNITED 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^*

Suva James D

(Last)

(First)

(Middle)

C/O VELO3D, INC.

2710 LAKEVIEW COURT

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	04/06/2026		A		135,000		⁽²⁾	⁽²⁾	Common Stock	135,000	$0	135,000	D

Explanation of Responses:

1. 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.

2. The RSUs vest as follows: 25% of the RSUs will vest on May 15, 2027, and 1/16th of the RSUs will vest on each Quarterly Vest Date (as defined below) thereafter. "Quarterly Vest Date" means each of February 15, May 15, August 15 and November 15. Payment of earned RSUs will be made as soon as practicable after the date(s) determined by the Committee and set forth in the RSU award agreement.

	/s/ Nancy Krystal, Attorney-in-Fact for James D. Suva	04/08/2026
	** Signature of Reporting Person	Date
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Velo3D (VELO) disclose about CFO James Suva’s new equity award?

Velo3D disclosed that CFO James D. Suva received a grant of 135,000 restricted stock units. Each RSU represents a right to one share of common stock, awarded at $0.00 under the 2021 Equity Incentive Plan as part of his compensation package.

How do the 135,000 RSUs granted to Velo3D (VELO) CFO vest over time?

The 135,000 RSUs vest gradually. Twenty-five percent will vest on May 15, 2027. The remaining units vest in 1/16th increments on each Quarterly Vest Date—February 15, May 15, August 15, and November 15—thereafter, subject to the award’s terms and continued eligibility.

Can Velo3D (VELO) settle the CFO’s RSUs in cash instead of stock?

Yes. The compensation committee may settle earned restricted stock units in cash, shares of Velo3D common stock, or a combination. This flexibility is specified in the RSU grant terms under the 2021 Equity Incentive Plan and is determined at the committee’s sole discretion.

What does each restricted stock unit granted to Velo3D (VELO) CFO represent?

Each restricted stock unit represents a contingent right to receive one share of Velo3D common stock. These RSUs are granted under the company’s 2021 Equity Incentive Plan and only convert into shares or cash when vesting and settlement conditions set by the compensation committee are satisfied.

Is the Velo3D (VELO) CFO’s RSU award an open-market stock purchase or sale?

No. The CFO’s RSU award is a compensation-related grant, not an open-market trade. The Form 4 identifies the transaction code as a grant or award acquisition, with 135,000 RSUs issued at $0.00 price per unit under the company’s equity incentive plan.