[Form 4] Velo3D, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Velo3D, Inc. (VELO) reported insider equity activity by its Chief Financial Officer. On 11/15/2025, the CFO exercised Restricted Stock Units (transaction code M) into Velo3D common stock at a reported price of $4.66 per share and had shares withheld (code F) to cover obligations. In Table I, 119 shares of common stock were acquired and 43 shares were disposed of, followed by 3,364 shares acquired and 1,204 shares disposed of, leaving 7,178 shares of common stock beneficially owned directly after these transactions. In Table II, 119 RSUs and 3,364 RSUs were converted into common stock at an exercise price of $0, with 48,294 and 44,930 RSUs remaining, respectively. The RSUs vest 25% after one year starting in April 2024 and May 2025, with the rest vesting quarterly over the next three years, subject to continued service.

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

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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^*

Xu Hull Hou Jun

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2025

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	11/15/2025		M		119	A	$4.66	5,061	D
Common Stock	11/15/2025		F		43	D	$4.66	5,018	D
Common Stock	11/15/2025		M		3,364	A	$4.66	8,382	D
Common Stock	11/15/2025		F		1,204	D	$4.66	7,178	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)	11/15/2025		M		119		(2)	(2)	Common Stock	119	$0	48,294	D
Restricted Stock Units	(1)	11/15/2025		M		3,364		(3)	(3)	Common Stock	3,364	$0	44,930	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 Restricted Stock Units (RSUs) will vest as follows: 25% will vest after one year starting in April 2024, with the remaining shares vesting quarterly over the following three years. This is contingent upon the continued service of the reporting person on each vesting date.

3. The Restricted Stock Units (RSUs) will vest as follows: 25% will vest after one year starting in May 2025, with the remaining shares vesting quarterly over the following three years. This is contingent upon the continued service of the reporting person on each vesting date.

	/s/ Bernard Chung as attorney-in-fact for Hull Xu	11/20/2025
	** 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 insider transaction did Velo3D (VELO) report in this Form 4?

The filing reports equity transactions by Velo3D’s CFO on 11/15/2025, including the exercise of Restricted Stock Units into common stock and share disposals to cover obligations.

How many Velo3D (VELO) common shares does the CFO own after the reported transactions?

After the reported transactions on 11/15/2025, the CFO beneficially owns 7,178 shares of Velo3D common stock directly.

What RSU activity is disclosed for the Velo3D (VELO) CFO?

The CFO converted 119 RSUs and 3,364 RSUs into Velo3D common stock at an exercise price of $0, as shown in Table II.

How many Restricted Stock Units remain outstanding for the Velo3D (VELO) CFO?

Following the transactions, the CFO holds 48,294 RSUs from one grant and 44,930 RSUs from another grant, as indicated in Table II.

What are the vesting schedules for the CFO’s RSUs at Velo3D (VELO)?

For one RSU grant, 25% vests after one year starting in April 2024, with the remainder vesting quarterly over three years. For the other, 25% vests after one year starting in May 2025, with the rest vesting quarterly over three years, each subject to continued service.

What do the transaction codes M and F mean in this Velo3D (VELO) Form 4?

Code M indicates the exercise or conversion of derivative securities, here RSUs into common stock. Code F indicates dispositions of shares, typically withheld to satisfy related obligations.