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Velo3D (NASDAQ: VELO) awards 7,843 RSUs to director Keppler

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

Rhea-AI Filing Summary

Keppler Adrian reported acquisition or exercise transactions in this Form 4 filing.

Velo3D, Inc. director Adrian Keppler reported an equity compensation grant rather than an open-market trade. On June 12, 2025, he received 7,843 restricted stock units (RSUs) under the company’s 2021 Equity Incentive Plan, each representing a right to one share of common stock.

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. Following the reported transactions, he directly holds 10,060 shares of common stock and 11,031 RSUs.

Positive

  • None.

Negative

  • None.
Insider Keppler Adrian
Role null
Type Security Shares Price Value
holding Common Stock -- -- --
Grant/Award Restricted Stock Units 7,843 $0.00 --
Holdings After Transaction: Common Stock — 10,060 shares (Direct, null); Restricted Stock Units — 11,031 shares (Direct, null)
Footnotes (1)
  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 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.
RSUs granted 7,843 RSUs Grant on June 12, 2025 under 2021 Equity Incentive Plan
RSU vesting percentage 25% per installment Vests quarterly from September 12, 2026 to June 12, 2027
Common shares held 10,060 shares Direct common stock holdings following reported transactions
RSUs outstanding after grant 11,031 RSUs Total restricted stock units following the grant
RSU settlement price $0.0000 per unit Grant and conversion price per RSU as reported
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
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.
vest financial
"The RSUs shall vest as to 25% of the total grant quarterly"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
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*
Keppler Adrian

(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 Stock10,060D
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 Units(1)06/12/2025A7,843 (2) (2)Common Stock7,843$011,031D
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 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 Adrian Keppler06/16/2026
** 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 did Velo3D (VELO) director Adrian Keppler report in this Form 4?

Adrian Keppler reported receiving a grant of 7,843 restricted stock units as equity compensation. These RSUs are linked to Velo3D common stock and were issued under the company’s 2021 Equity Incentive Plan, rather than through any open-market share purchase or sale.

How many restricted stock units did Adrian Keppler receive from Velo3D (VELO)?

He received 7,843 restricted stock units. Each RSU represents a contingent right to receive one share of Velo3D common stock, with settlement at the Compensation Committee’s discretion in cash, stock, or a combination of both, under the 2021 Equity Incentive Plan.

What is the vesting schedule for Adrian Keppler’s Velo3D (VELO) RSU grant?

The 7,843 RSUs vest in four 25% installments. Vesting dates are September 12, 2026, December 12, 2026, March 12, 2027 and June 12, 2027, and each tranche requires Keppler’s continued service with Velo3D through the relevant vesting date.

How many Velo3D (VELO) common shares does Adrian Keppler hold after this filing?

After the reported transactions, Keppler directly holds 10,060 shares of Velo3D common stock. In addition, he has 11,031 restricted stock units outstanding, which may settle into shares or cash per the Compensation Committee’s discretion when they vest.

Is Adrian Keppler’s Velo3D (VELO) RSU grant an open-market stock purchase?

No, the grant is not an open-market purchase. It is a compensation-related award of 7,843 restricted stock units under Velo3D’s 2021 Equity Incentive Plan, with each RSU representing a contingent right to receive one share of common stock upon vesting.

How can the Velo3D (VELO) RSUs granted to Adrian Keppler be settled?

The Compensation Committee may settle earned RSUs in cash, Velo3D common stock, or a combination of both. This discretion applies once the RSUs vest under the schedule running from September 12, 2026 through June 12, 2027, assuming continued service by Keppler.