[Form 4] Velo3D, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Velo3D insider acquisition reported by Lloyd Jason Michael. The filing shows a 09/27/2025 transaction in which 3,188 Restricted Stock Units (RSUs) were reported as acquired and will convert to common stock on settlement. The RSUs carry a $0 conversion price and are described as each representing a contingent right to one share. Following the reported transaction the reporting person beneficially owns 11,187 shares of common stock. The RSUs vest 25% quarterly beginning June 27, 2025 with remaining installments on Sept 27, 2025; Dec 27, 2025; Mar 27, 2026; and Jun 27, 2026, subject to continued service. The Form 4 is signed by an attorney-in-fact on 10/01/2025.

Insights

Securities Analyst

TL;DR: Routine insider equity grant increases beneficial ownership with time-based vesting, not an immediate cash purchase.

The report documents a standard restricted stock unit grant converted into beneficial ownership of 3,188 shares added to reach 11,187 total shares. The award uses time-based vesting across five dates starting June 27, 2025, which aligns with typical executive/director compensation practices. There is no indication of market-sale or disposition activity; the grant is compensation-linked and contingent on continued service. This is informative for ownership tracking but is not a material event likely to change company valuation by itself.

Corporate Governance Expert

TL;DR: Disclosure is consistent and detailed on vesting; standard for director compensation.

The Form 4 clearly states the nature of the award: RSUs convertible one-for-one at $0 consideration and vesting in defined installments. The filing identifies the reporting person as a director and includes an attorney-in-fact signature, satisfying disclosure formalities. The vesting schedule and resulting beneficial ownership are disclosed, enabling transparency on potential future dilution and insider alignment with shareholders.

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^*

Lloyd Jason Michael

(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	3,188	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)	09/27/2025		M			3,188	(2)	(2)	Common Stock	3,188	$0	11,187	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 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 Jason Lloyd	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).
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