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  4. [Form 4] Velo3D, Inc. Insider Trading Activity

Velo3D (VELO) director Adrian Keppler converts 3,188 RSUs into common shares

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

Rhea-AI Filing Summary

Velo3D, Inc. director Adrian Keppler reported a compensation-related equity transaction involving restricted stock units (RSUs) converting into common stock. On June 27, 2026, 3,188 RSUs were exercised into 3,188 shares of common stock at a stated price of $16.64 per share, increasing his directly held common stock to 13,248 shares.

The RSUs were granted under Velo3D’s 2021 Equity Incentive Plan, with each RSU representing a contingent right to receive one share of common stock. According to the footnotes, the RSUs vest in four quarterly installments of 25% each, on September 27, 2025, December 27, 2025, March 27, 2026, and June 27, 2026, subject to Mr. Keppler’s continued service. After this transaction, 7,843 RSUs remain outstanding. The Compensation Committee may settle earned RSUs in cash, shares, or a combination.

Positive

  • None.

Negative

  • None.
Insider Keppler Adrian
Role null
Type Security Shares Price Value
Exercise Restricted Stock Units 3,188 $0.00 --
Exercise Common Stock 3,188 $16.64 $53K
Holdings After Transaction: Restricted Stock Units — 7,843 shares (Direct, null); Common Stock — 13,248 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 June 27, 2025, with the grant vesting on 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
RSUs exercised 3,188 shares Restricted Stock Units converted to common stock on June 27, 2026
Stated price per share $16.64 per share Price associated with common stock in the Form 4 transaction
Common shares after transaction 13,248 shares Directly held Velo3D common stock following the exercise
RSUs remaining 7,843 units Restricted stock units outstanding after the June 27, 2026 exercise
RSU vesting pattern 25% quarterly Four equal installments vesting on Sept 27, 2025; Dec 27, 2025; Mar 27, 2026; Jun 27, 2026
Restricted Stock Units financial
"The RSUs shall vest as to 25% of the total grant quarterly"
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.
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion""
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Form 4 Insider Transactions: What Each Field Means →
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)
06/27/2026		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 Stock06/27/2026M3,188A$16.6413,248D
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)06/27/2026M3,188 (2) (2)Common Stock3,188$07,843D
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 June 27, 2025, with the grant vesting on 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
/s/ Nancy Krystal as attorney-in-fact for Adrian Keppler06/30/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Adrian Keppler report at Velo3D (VELO)?

Adrian Keppler reported exercising 3,188 restricted stock units into 3,188 shares of Velo3D common stock. This was a compensation-related derivative exercise, not an open-market buy or sell, and reflects routine equity vesting under the company’s 2021 Equity Incentive Plan.

How many Velo3D shares does Adrian Keppler hold after this Form 4?

Following the June 27, 2026 transaction, Adrian Keppler directly holds 13,248 shares of Velo3D common stock. In addition, 7,843 restricted stock units remain outstanding, which may convert into shares in the future as they vest, subject to continued service conditions.

What are the terms of Adrian Keppler’s Velo3D restricted stock units (RSUs)?

Each RSU represents a contingent right to receive one Velo3D common share under the 2021 Equity Incentive Plan. The Compensation Committee may settle vested RSUs in cash, stock, or both, giving flexibility in how compensation is delivered once vesting conditions are satisfied.

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

The RSUs vest in four equal 25% installments on September 27, 2025, December 27, 2025, March 27, 2026, and June 27, 2026. Vesting is conditioned on Adrian Keppler’s continued service to Velo3D through each vesting date, aligning his compensation with ongoing board involvement.

Did Adrian Keppler buy or sell Velo3D stock on the open market?

No open-market purchase or sale was reported. The Form 4 shows a derivative exercise of 3,188 restricted stock units into common shares, coded as transaction type M. This reflects equity compensation vesting, not an ordinary market trade of Velo3D shares.