[Form 4] Velo3D, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Velo3D, Inc. director Kenneth Dale Thieneman reported an indirect acquisition of a 12.0% Senior Secured Convertible Promissory Note with a principal amount of $10,000,000, held by Thieneman Construction, Inc.

The note is dated February 10, 2025. Effective as of August 19, 2025, upon the listing of Velo3D common stock on the Nasdaq Capital Market, he had the right, at his option, to convert all or any portion of the outstanding principal into common shares at a conversion price of $10.50 per share.

Insights

Equity & Convertible Securities Analyst

Director-linked entity acquired a $10M convertible note in Velo3D.

The filing shows a 12.0% Senior Secured Convertible Promissory Note with a principal amount of $10,000,000, dated February 10, 2025, held by Thieneman Construction, Inc., an entity associated with director Kenneth Dale Thieneman.

Effective as of August 19, 2025, when Velo3D’s common stock was listed on the Nasdaq Capital Market, the reporting person obtained an option to convert all or part of the outstanding principal into common shares at $10.50 per share. This structure combines interest income with potential equity exposure, and future conversions, if any, would be detailed in subsequent disclosures.

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

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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^*

Thieneman Kenneth Dale

(Last) (First) (Middle)

C/O VELO3D, INC.

2710 LAKEVIEW CT

(Street)

FREMONT CA 94538

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Velo3D, Inc. [ VELO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
12.0% Senior Secured Convertible Promissory Note(1)	$10.5	08/19/2025		A(1)		10,000,000		08/19/2025	02/14/2027	Common Stock	952,380	$0	10,000,000	I	See Note(1)

Explanation of Responses:

1. Consists of a Senior Secured Convertible Promissory Note dated February 10, 2025 (the "February Note") in the principal amount of $10,000,000, held by Thieneman Construction, Inc., an Indiana corporation. Effective as of August 19, 2025, upon the listing of the shares of common stock, par value $0.00001 per share, of Velo3D, Inc. (the "Company") on the Nasdaq Capital Market, the Reporting Person had the right, at its option, to convert all or any portion of the outstanding principal amount of the February Note into Shares at a conversion price of $10.50 per Share.

	/s/ Bernard Chung as attorney-in-fact for Kenneth Dale Thieneman	03/06/2026
	** Signature of Reporting Person	Date
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