Entity linked to Velo3D (VELO) CEO converts $5M note into stock

Rhea-AI Filing Summary

Velo3D, Inc. insider reporting shows an entity associated with CEO Arun Jeldi converting a large debt investment into equity. Arrayed Notes Acquisition Corp., a wholly owned subsidiary structure tied to him, held a 12.0% Senior Secured Convertible Promissory Note with a principal amount of $5,000,000.

On March 4, 2026, Arrayed delivered a Notice of Conversion to Velo3D to convert $5,000,000 of principal, together with accrued and unpaid interest, into 394,517 shares of common stock. After this derivative conversion, indirect holdings reported for common stock were 12,737,940 shares, with an additional 37,746 shares held directly.

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^*

Jeldi Arun

(Last) (First) (Middle)

C/O 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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		C		394,517	A	$16.38	12,737,940	I	See Note(1)
Common Stock								37,746	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
12.0% Senior Secured Convertible Promissory Note	$16.38	03/04/2026		P(2)		5,000,000		03/04/2026	02/14/2027	Common Stock	305,250	$6,390,707.73	5,000,000	I	See Note(1)
12.0% Senior Secured Convertible Promissory Note	$16.38	03/04/2026		C(3)			5,000,000	03/04/2026	02/14/2027	Common Stock	305,250(3)	$0	0	I	See Note(1)

Explanation of Responses:

1. Held by Arrayed Notes Acquisition Corp. ("Arrayed"), a wholly owned subsidiary of Arrayed Additive, Inc. The Reporting Person is the Chief Executive Officer and President and sole equity holder of Arrayed Additive, Inc. and is the Chief Executive Officer of Arrayed.

2. Consists of a Senior Secured Convertible Promissory Note dated January 7, 2025 (the "January Note") in the principal amount of $5,000,000, held by Arrayed. The Reporting Person has the right, at its option, to convert all or any portion of the $5,000,000 principal amount of the January Note, together with accrued and unpaid interest thereon, into shares of common stock, par value $0.00001 per share, of Velo3D, Inc. (the "Company").

3. On March 4, 2026, Arrayed delivered a Notice of Conversion to the Company, for the conversion of $5,000,000 of principal amount of the January Note, together with accrued and unpaid interest thereon, into 394,517 shares of common stock of the Company.

	/s/ Bernard Chung as attorney-in-fact for Arun Jeldi	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did VELO CEO Arun Jeldi report on this Form 4?

The filing reports a conversion of debt into equity by an entity associated with CEO Arun Jeldi. Arrayed Notes Acquisition Corp. converted $5,000,000 of a 12.0% Senior Secured Convertible Promissory Note, plus interest, into 394,517 shares of Velo3D common stock.

How many Velo3D (VELO) shares were issued from the note conversion?

The conversion resulted in 394,517 shares of common stock being issued. These shares came from converting $5,000,000 of principal on a 12.0% Senior Secured Convertible Promissory Note, together with accrued and unpaid interest, into Velo3D equity.

Who actually holds the converted Velo3D (VELO) securities in this Form 4?

The securities are held by Arrayed Notes Acquisition Corp., a wholly owned subsidiary of Arrayed Additive, Inc. CEO Arun Jeldi is the sole equity holder of Arrayed Additive, Inc. and serves as Chief Executive Officer of both Arrayed Additive and Arrayed Notes Acquisition Corp.

What type of security did the Velo3D (VELO) insider convert into common stock?

The insider entity converted a 12.0% Senior Secured Convertible Promissory Note. This January 7, 2025 note had a principal amount of $5,000,000, and on March 4, 2026, $5,000,000 of principal plus accrued interest was converted into 394,517 common shares.

What are the indirect and direct Velo3D (VELO) share holdings after the transactions?

Indirect common stock holdings reported total 12,737,940 shares following the conversion-related transactions. The Form 4 also shows a separate direct ownership line, with 37,746 shares of Velo3D common stock held directly by the reporting person after the reported activity.

Does this Velo3D (VELO) Form 4 show a net insider buy or sell position?

The transactions reflect a net acquisition of exposure. An entity associated with the CEO converted $5,000,000 of a convertible promissory note, plus interest, into 394,517 common shares, and the transaction summary indicates a net-buy direction in terms of derivative and equity positions.