[Form 4] Velo3D, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Adrian Keppler, a director of Velo3D, Inc. (VELO), reported acquisitions on Form 4 dated 09/27/2025. The filing shows he purchased 3,188 shares of common stock at $3.01 per share and received 3,188 restricted stock units (RSUs) that convert to one share each for no consideration. After the transactions, he beneficially owns 3,684 shares. The RSUs vest 25% quarterly beginning June 27, 2025, with remaining installments on each September 27, December 27, March 27, and June 27 through June 27, 2026, contingent on continued service. The filing also notes a 1-for-15 reverse stock split effected July 25, 2025.

Positive

• Acquisition of 3,188 common shares at $3.01 indicating direct insider purchase
• Grant of 3,188 RSUs that convert one-for-one to common stock for no consideration
• Clear vesting schedule for RSUs with 25% vesting quarterly through June 27, 2026, aligning retention incentives

Negative

• None.

Insights

Securities Analyst

TL;DR: Director acquired shares and RSUs, increasing aligned ownership with a defined vesting schedule.

The reporting shows a director-level insider purchase of 3,188 shares at $3.01 and receipt of 3,188 RSUs that convert one-for-one at no cost upon vesting. Post-transaction beneficial ownership is 3,684 shares. The RSU vesting timetable is explicit and tied to continued service through June 27, 2026, which signals standard retention-based compensation rather than immediate liquidity. The 1-for-15 reverse split is recorded and affected historical share counts; no other compensatory or disposition events are disclosed.

Corporate Governance Expert

TL;DR: Transaction appears routine: compensation-driven RSUs and a small open-market purchase by a director.

The Form 4 reflects a mix of market purchase and equity compensation. RSUs vest in defined tranches, aligning the director’s incentives with continued service. The reported purchase price and number of shares are documented; beneficial ownership after the report is modest. There are no disclosed departures, option exercises, or sales that would signal governance concerns. The filing is complete for the events it describes.

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

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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^*

Keppler Adrian

(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	3,684(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 Adrian Keppler	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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FAQ

What did Adrian Keppler report on Form 4 for VELO?

He reported purchasing 3,188 shares at $3.01 and receiving 3,188 RSUs that convert to common stock for no consideration.

How many shares does Adrian Keppler beneficially own after the reported transactions?

The filing states he beneficially owns 3,684 shares following the reported transactions.

When do the RSUs vest according to the Form 4?

RSUs vest 25% quarterly beginning June 27, 2025, with subsequent vesting on Sept 27, Dec 27, Mar 27 and June 27, 2026, subject to continued service.

Did the filing note any corporate actions affecting share counts?

Yes, the filing reflects a 1-for-15 reverse stock split effected by the issuer on July 25, 2025.

Were there any dispositions or sales disclosed by the reporting person?

No dispositions or sales are disclosed; the Form 4 shows acquisitions and RSU grants only.