[Form 4] Velo3D, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Velo3D, Inc. insider Hull Xu (CFO) reported multiple transactions dated 08/25/2025 reflecting the release/settlement of restricted stock units and related open-market disposals. Certain RSUs were administratively delayed from an original August 15 vesting to August 25 due to the issuer's Nasdaq Capital Market transition. Transactions show acquisitions/settlements of 119 and 3,365 shares and disposals of 43 and 1,204 shares at $3.89 per share. Post-transaction beneficial holdings reflect 6,146, 4,942, and derivative-related totals of 51,778 and 48,413 shares after clerical adjustments and a 1-for-15 reverse split.

Positive

• Timely disclosure of RSU settlements and disposals via Form 4 addressing Section 16 obligations
• Transparent corrections to previously reported RSU totals following clerical errors
• Explanation provided that vesting release was delayed administratively due to the Nasdaq Capital Market transition

Negative

• Insider disposals of common stock on 08/25/2025 at $3.89 (43 and 1,204 shares) which reduce direct holdings
• Clerical errors required adjustments to previously reported RSU totals (reductions to 51,778 and 48,413)

Insights

Financial Analyst

TL;DR: Insider reported routine RSU settlements and modest open-market disposals; filings include corrections and a reverse split adjustment.

The Form 4 shows administrative settlement of RSUs and small disposals executed at $3.89 per share on 08/25/2025 tied to the company's Nasdaq transition. Adjusted beneficial ownership figures reflect a 1-for-15 reverse split and later clerical corrections reducing previously reported RSU totals. Transaction sizes are small relative to typical corporate float and appear procedural rather than indicative of a major ownership change.

Corporate Governance Expert

TL;DR: Filing demonstrates compliance with Section 16 reporting and corrects prior clerical errors; vesting timing was delayed administratively.

The report documents timely disclosure of RSU releases, exercise/settlement events, and related disposals by the CFO. The explanatory notes transparently disclose the administrative delay of vesting tied to a market listing transition and correct prior overstatements of RSU counts. From a governance perspective, the filing meets disclosure expectations and includes necessary corrections to prior reports.

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).

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)
08/25/2025

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	08/25/2025(1)		M		119	A	$3.89	2,824(2)	D
Common Stock	08/25/2025(1)		F		43	D	$3.89	2,781	D
Common Stock	08/25/2025(1)		M		3,365	A	$3.89	6,146	D
Common Stock	08/25/2025(1)		F		1,204	D	$3.89	4,942	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	(3)	08/25/2025(1)		M			119	(4)	(4)	Common Stock	119	$0	51,778(2)(6)	D
Restricted Stock Units	(3)	08/25/2025(1)		M			3,365	(5)	(5)	Common Stock	3,365	$0	48,413(7)	D

Explanation of Responses:

1. The reporting person's restricted stock units were originally scheduled to vest on August 15, 2025. At the request of the issuer, the release and settlement of such shares was administratively delayed until August 25, 2025 in connection with the issuer's transition to the Nasdaq Capital Market. The transaction date reported reflects the actual release date.

2. Reflects the 1-for-15 reverse stock split effected by the Issuer on July 25, 2025.

3. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock upon settlement for no consideration.

4. 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.

5. 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.

6. Reflects an adjustment to a previously reported amount on 09/24/2025 from 61,077 to 51,778 due to a clerical error.

7. Reflects an adjustment to a previously reported amount on 09/24/2025 from 64,442 to 48,413 due to a clerical error.

	/s/ Bernard Chung as attorney-in-fact for Hull Xu	10/01/2025
	** 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 transactions did Velo3D (VELO) report on 08/25/2025?

The CFO reported RSU settlements and share disposals on 08/25/2025, including acquisitions/settlements of 119 and 3,365 shares and disposals of 43 and 1,204 shares at $3.89 per share.

Why were the RSU settlements dated 08/25/2025 instead of the original vesting date?

The release and settlement were administratively delayed from the original August 15, 2025 vesting date due to the issuer's transition to the Nasdaq Capital Market.

How did the 1-for-15 reverse stock split affect the reported holdings?

Reported beneficial ownership figures reflect the 1-for-15 reverse split effected on July 25, 2025; reported totals have been adjusted accordingly.

Were there corrections to previously filed amounts?

Yes. Previously reported RSU amounts were adjusted on 09/24/2025: one was reduced to 51,778 from 61,077 and another to 48,413 from 64,442 due to clerical errors.

Who signed the Form 4 filing for Hull Xu?

The Form 4 was signed by Bernard Chung as attorney-in-fact for Hull Xu on 10/01/2025.