Velo3D (VELO) CEO gains 12,583 shares through RSU conversion

Rhea-AI Filing Summary

Velo3D, Inc. CEO and director Arun Jeldi reported acquiring 12,583 shares of common stock on February 15, 2026 through the exercise and settlement of 12,583 restricted stock units at a price of $0.00 per share. Following this derivative exercise and conversion, his direct holdings increased to 37,746 shares of common stock.

The footnotes explain that each restricted stock unit represents a right to receive one common share for no consideration. They also clarify that 25% of the RSU grant vests on February 15, 2026, with the remaining 75% vesting in equal quarterly installments over the next three years, and correct an earlier Form 4 that had misstated the initial vesting date.

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).

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		M		12,583(1)	A	(2)	37,746	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	(2)	02/15/2026		M		12,583		(3)	(3)	Common Stock	12,583	$0	37,746	D

Explanation of Responses:

1. All share figures in this report give effect to the Company's 1-for-15 reverse stock split, which was effective July 28, 2025.

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

3. 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	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Velo3D (VELO) report for Arun Jeldi?

Velo3D reported that CEO and director Arun Jeldi acquired 12,583 common shares on February 15, 2026. The shares came from exercising and settling 12,583 restricted stock units at $0.00 per share, increasing his direct holdings to 37,746 common shares.

How did Arun Jeldi acquire additional Velo3D (VELO) shares?

Arun Jeldi acquired additional Velo3D shares through the exercise and conversion of 12,583 restricted stock units. Each RSU entitled him to receive one share of common stock upon settlement for no cash consideration, effectively turning his equity awards into directly held shares.

What is the vesting schedule of Arun Jeldi’s Velo3D (VELO) RSUs?

The RSUs vest 25% of the total grant on February 15, 2026, with the remaining 75% vesting in equal quarterly installments over the next three years. Vesting dates are February 15, May 15, August 15, and November 15, subject to his continued service to Velo3D.

Did Velo3D (VELO) correct any earlier disclosure about Arun Jeldi’s RSUs?

Yes. The company noted that a Form 4 filed on May 12, 2025 erroneously stated the initial vesting date as February 15, 2025. The correct initial vesting date for the RSUs is February 15, 2026, and this filing clarifies that prior mistake.

How many Velo3D (VELO) shares does Arun Jeldi hold after this Form 4?

After the reported RSU exercise and share issuance, Arun Jeldi directly holds 37,746 shares of Velo3D common stock. All share figures reflect the company’s 1-for-15 reverse stock split that became effective on July 28, 2025, as noted in the footnotes.