Velo3D (VELO) CEO Jeldi gains 3,145 shares from RSU vesting and updates holdings

Rhea-AI Filing Summary

Velo3D, Inc. director and CEO Arun Jeldi reported a compensation-related share vesting and updated holdings. On May 15, 2026, he exercised 3,145 restricted stock units (RSUs) into an equal number of common shares, at a reported price of $19.84 per share, increasing his directly held common stock to 15,728 shares.

The filing also shows 12,737,940 common shares held indirectly through Arrayed Notes Acquisition Corp., a wholly owned subsidiary of an entity he controls. Footnotes correct earlier reporting errors, clarifying the RSU vesting start date of February 15, 2026 and the proper split between unvested RSUs and directly owned shares.

Insights

Equity compensation analyst

Routine RSU vesting increases CEO’s direct stake and cleans up prior reporting.

The filing shows CEO Arun Jeldi acquiring 3,145 common shares via RSU vesting at a stated $19.84 per share, bringing his direct holdings to 15,728 shares. This is a standard equity compensation event rather than an open‑market trade.

Footnotes explain that earlier reports overstated directly owned shares by counting unvested RSUs and misidentified the initial vesting date. Clarifying the correct February 15, 2026 start and future quarterly vesting schedule improves transparency but does not change underlying economics.

Insider Trade Summary

3,145 shares exercised/converted

Mixed 3 txns

Insider Jeldi Arun

Role CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,145	$0.00	--
Exercise	Common Stock	3,145	$19.84	$62K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 34,601 shares (Direct, null); Common Stock — 15,728 shares (Direct, null); Common Stock — 12,737,940 shares (Indirect, See note)

Footnotes (1)

1. The amount previously reported as directly owned shares incorrectly reflected unvested restricted stock units. The correct directly owned share balance following the current vesting transaction is 15,728 shares (12,583 + 3,145). 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. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's common stock upon settlement for no consideration. The RSUs shall vest 25% of the total grant on February 15, 2026, with the remaining 75% vesting in equal quarterly installments over the next three years on Feb 15, May 15, August 15, and November 15, subject to the Reporting Person's continued service to the Issuer on each vesting date. The reporting person's Form 4 filed on May 12, 2025 inadvertently erroneously reported that the initial vesting date for the RSUs was February 15, 2025.

Key Figures

RSUs exercised: 3,145 shares Exercise price: $19.84 per share Direct common shares after transaction: 15,728 shares +4 more

7 metrics

RSUs exercised 3,145 shares RSUs converted to common stock on May 15, 2026

Exercise price $19.84 per share Reported price for 3,145 common shares

Direct common shares after transaction 15,728 shares Total directly owned common stock following vesting

Indirect common shares 12,737,940 shares Held by Arrayed Notes Acquisition Corp.

Previously held direct shares 12,583 shares Component of corrected 15,728-share direct balance

RSUs outstanding after transaction 34,601 units Total RSUs following reported vesting transaction

Initial RSU vesting date February 15, 2026 Corrected first vesting date for RSU grant

Key Terms

restricted stock unit, derivative exercise/conversion, indirect ownership, vesting, +1 more

5 terms

restricted stock unit financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

indirect ownership financial

"Held by Arrayed Notes Acquisition Corp. ("Arrayed"), a wholly owned subsidiary"

vesting financial

"The RSUs shall vest 25% of the total grant on February 15, 2026"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

contingent right financial

"represents a contingent right to receive one share of the Company's common stock"

Form 4 Insider Transactions: What Each Field Means →

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).

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2026		M		3,145	A	$19.84	15,728(1)	D
Common Stock								12,737,940	I	See note(2)

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	(3)	05/15/2026		M			3,145	(4)	(4)	Common Stock	3,145	$0	34,601	D

Explanation of Responses:

1. The amount previously reported as directly owned shares incorrectly reflected unvested restricted stock units. The correct directly owned share balance following the current vesting transaction is 15,728 shares (12,583 + 3,145).

2. 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.

3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's common stock upon settlement for no consideration.

4. The RSUs shall vest 25% of the total grant on February 15, 2026, with the remaining 75% vesting in equal quarterly installments over the next three years on Feb 15, May 15, August 15, and November 15, subject to the Reporting Person's continued service to the Issuer on each vesting date. The reporting person's Form 4 filed on May 12, 2025 inadvertently erroneously reported that the initial vesting date for the RSUs was February 15, 2025.

	/s/ Bernard Chung as attorney-in-fact for Arun Jeldi	05/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Velo3D (VELO) CEO Arun Jeldi report in this Form 4?

Arun Jeldi reported acquiring 3,145 Velo3D common shares through the vesting of restricted stock units. This derivative exercise raised his directly held common stock to 15,728 shares and updated his broader ownership picture alongside a large indirect stake.

How many Velo3D shares does Arun Jeldi hold directly and indirectly?

After the reported transactions, Arun Jeldi holds 15,728 Velo3D common shares directly. He also has an indirect interest in 12,737,940 common shares held by Arrayed Notes Acquisition Corp., a subsidiary of an entity where he is CEO, president, and sole equity holder.

What type of transaction is shown in Arun Jeldi’s Velo3D Form 4?

The Form 4 reflects a derivative exercise of restricted stock units, coded “M.” Each RSU converted into one share of Velo3D common stock, resulting in 3,145 new shares. This is compensation-related, not an open-market purchase or sale of existing shares.

How did this Form 4 change Arun Jeldi’s reported direct ownership in VELO?

The filing clarifies that prior reports overstated direct ownership by including unvested RSUs. After vesting 3,145 RSUs, his correct directly owned balance is 15,728 common shares, representing 12,583 previously held shares plus the newly settled 3,145 shares.

What RSU vesting schedule does Velo3D disclose for Arun Jeldi?

The RSUs vest 25% of the total grant on February 15, 2026, with the remaining 75% vesting in equal quarterly installments on February 15, May 15, August 15, and November 15 over three years, contingent on Arun Jeldi’s continued service with Velo3D.

Did the Velo3D Form 4 correct any earlier reporting errors for Arun Jeldi?

Yes. Footnotes state that an earlier Form 4 mistakenly treated unvested RSUs as directly owned shares and misreported the initial RSU vesting date as February 15, 2025. This filing corrects the direct share count and confirms the correct 2026 vesting start.