[Form 4] Velo3D, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Stefan Krause, a director of Velo3D, Inc. (VELO), reported transactions affecting his beneficial ownership. On 09/27/2025 he purchased 3,188 shares of Common Stock at $3.01 per share, bringing his direct beneficial ownership of common stock to 3,846 shares as reported. The filing also shows 3,188 Restricted Stock Units (RSUs) granted on 09/27/2025 that convert to one share each at no cost; following the reported transactions he beneficially owns 9,564 shares when RSUs are included. The filing reflects a 1-for-15 reverse stock split effected July 25, 2025. The RSUs vest 25% quarterly beginning June 27, 2025, with remaining vesting on specified future dates, subject to continued service.

Positive

• Director purchased shares: Acquisition of 3,188 common shares at $3.01 indicates insider buy activity
• Equity alignment through RSUs: Grant of 3,188 RSUs convertible to common shares at no cost increases alignment with shareholders as they vest
• Clear vesting schedule: RSUs vest 25% quarterly beginning June 27, 2025, with specified subsequent vesting dates
• Reverse split disclosure: Reporting reflects the 1-for-15 reverse stock split on July 25, 2025, for transparency in share counts

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider purchased shares and received RSUs; ownership figures updated post-reverse split.

The Form 4 documents a director-level purchase of 3,188 shares at $3.01 and a contemporaneous grant of 3,188 RSUs that convert to one share each for no consideration. Reported post-transaction direct ownership is 3,846 shares and 9,564 shares including RSUs. The filing explicitly notes a 1-for-15 reverse split on July 25, 2025, which adjusts historical share counts. These are routine director purchases and equity awards that increase the director's stake over time as RSUs vest per the stated schedule.

Corporate Governance Expert

TL;DR: Equity awards use standard service-based vesting; disclosure complies with Section 16 reporting.

The disclosure shows an equity compensation pattern combining an open-market purchase and time-based RSUs with quarterly vesting milestones and a final series of vesting dates through June 27, 2026. The form is signed by an attorney-in-fact and includes an explicit statement about the reverse split adjustment, indicating the filing addresses technical reporting requirements and provides the vesting timetable tied 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

OMB Number:			3235-0287
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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^*

Krause Stefan

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2025

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	09/27/2025		M		3,188	A	$3.01	3,846(1)	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)	09/27/2025		M			3,188	(3)	(3)	Common Stock	3,188	$0	9,564	D

Explanation of Responses:

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

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

3. The RSUs shall vest as to 25% of the total grant quarterly, commencing June 27, 2025, with the remainder of grant vesting on each subsequent 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 date.

	/s/ Bernard Chung as attorney-in-fact for Stefan Krause	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.
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FAQ

What transaction did Stefan Krause report on Form 4 for VELO?

The filing reports a purchase of 3,188 shares of Common Stock on 09/27/2025 at $3.01 per share and a grant of 3,188 RSUs on the same date.

How many shares does Stefan Krause beneficially own after the reported transactions?

The Form 4 shows 3,846 shares beneficially owned directly after the purchase and 9,564 shares when including the RSUs reported.

Do the RSUs in the filing have a vesting schedule?

Yes. The RSUs vest 25% quarterly beginning June 27, 2025, with additional vesting on Sept 27, 2025; Dec 27, 2025; Mar 27, 2026; and Jun 27, 2026, subject to continued service.

Was there any corporate action affecting share counts noted in the Form 4?

Yes. The filing explicitly states a 1-for-15 reverse stock split was effected by the issuer on July 25, 2025, and share counts are reflected accordingly.

Who signed the Form 4 filing for Stefan Krause?

The Form 4 is signed by Bernard Chung as attorney-in-fact for Stefan Krause, dated 10/01/2025.