[Form 4] Velo3D, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Velo3D director Kenneth Dale Thieneman received 3,188 restricted stock units (RSUs) on 09/27/2025. Each RSU converts to one share of common stock upon settlement for no consideration. The filing shows the RSUs were reported as an acquisition (transaction code M) at an implied price of $3.01 and adds 3,188 shares to the reporting person’s holdings, bringing total beneficial ownership to 11,187 shares. The RSUs vest 25% quarterly beginning 06/27/2025 with remaining installments on 09/27/2025, 12/27/2025, 03/27/2026, and 06/27/2026, contingent on continued service.

Positive

• Director alignment with shareholders through RSU grant that vests over time, encouraging retention
• Clear vesting schedule provided with specific dates and service condition, improving transparency

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director grant of 3,188 RSUs aligns compensation with service and retention, modestly increasing insider ownership.

The RSU grant is a routine equity-based director compensation event designed to retain and align the reporting director with shareholder interests. The number of shares (3,188) is small relative to typical public company share counts and thus unlikely to materially change voting power or valuation. Vesting is service-contingent over roughly one year with quarterly installments, which supports short-to-medium term retention incentives. No options or exercises were reported.

Securities Analyst

TL;DR: Insider acquisition recorded increases disclosed beneficial holdings to 11,187 shares; impact on capitalization is negligible.

The Form 4 reports an acquisition under Transaction Code M, indicating conversion/settlement of RSUs rather than an open-market purchase. The filing discloses an implied price of $3.01 tied to the transaction reporting but the RSUs settle for no consideration per the explanation. This is a standard non-cash compensation settlement; investors should note the vesting schedule but the absolute share count suggests only a minor ownership change.

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).

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)
09/27/2025

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
Common Stock	09/27/2025		M		3,188	A	$3.01	3,188	D

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
Restricted Stock Units	(1)	09/27/2025		M			3,188	(2)	(2)	Common Stock	3,188	$0	11,187	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock upon settlement for no consideration.

2. The RSUs shall vest as to 25% of the total grant quarterly, commencing June 27, 2025, with the remainder of grant vesting on each subsequent September 27, 2025, December 27, 2025, March 27, 2026, and June 27, 2026, subject to the Reporting Person's continued service to the Issuer on each vesting date.

	/s/ Bernard Chung as attorney-in-fact for Kenneth Dale Thieneman	10/01/2025
	** 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.

FAQ

What did Kenneth Dale Thieneman report on the Form 4 for VELO?

He reported receipt of 3,188 RSUs on 09/27/2025, increasing his beneficial ownership to 11,187 shares.

How do the RSUs vest for the reported grant?

The RSUs vest 25% quarterly starting 06/27/2025 with additional vesting on 09/27/2025, 12/27/2025, 03/27/2026, and 06/27/2026, subject to continued service.

Was any cash paid to acquire these RSUs?

No cash was paid; the filing states each RSU converts to one share upon settlement for no consideration.

What does Transaction Code M indicate on this Form 4?

Transaction Code M indicates the transaction was a conversion or settlement related to previously granted equity awards (here, RSUs).

How material is this transaction to VELO's capitalization?

The filing shows an addition of 3,188 shares to the director’s holdings; the document provides no total share count, so materiality relative to outstanding shares cannot be determined from this filing alone.