Velo3D (NASDAQ: VELO) director-affiliated entity converts $10M note into 1.15M shares

Rhea-AI Filing Summary

Velo3D, Inc. director Kenneth Dale Thieneman reported that an entity associated with him, Thieneman Construction, Inc., converted a 12.0% Senior Secured Convertible Promissory Note into common stock. The February 10, 2025 note had $10,000,000 principal and was converted on March 4, 2026.

According to the filing, Thieneman Construction delivered a notice of conversion for $10,000,000 of principal plus accrued and unpaid interest into 1,145,830 shares of common stock, at a stated conversion price of $10.5000 per share. Following the transaction, 1,145,830 shares are reported as owned indirectly through Thieneman Construction, and 6,376 shares are held directly by Mr. Thieneman.

Insights

Equity & Capital Structure Analyst

Director-linked entity converts a $10M note into 1.15M Velo3D shares.

The filing shows Thieneman Construction, Inc., an entity associated with director Kenneth Dale Thieneman, converting a $10,000,000 principal 12.0% Senior Secured Convertible Promissory Note into 1,145,830 common shares. This is a non-cash change from debt to equity via derivative conversion.

The transaction increases reported equity holdings tied to the director, with 1,145,830 shares reported as held indirectly through Thieneman Construction and an additional 6,376 shares held directly. Actual impact on the broader shareholder base depends on the company’s total shares outstanding, which is not detailed in this excerpt.

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^*

Thieneman Kenneth Dale

(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)
03/04/2026

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	03/04/2026		C		1,145,830	A	$10.5	1,145,830	I	By Thieneman Construction, Inc.
Common Stock								6,376	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
12.0% Senior Secured Convertible Promissory Note(1)	$10.5	03/04/2026		C(2)			10,000,000	08/19/2025	02/14/2027	Common Stock	952,380(2)	$0	0	I	See Note(1)

Explanation of Responses:

1. Consists of a Senior Secured Convertible Promissory Note dated February 10, 2025 (the "February Note") in the principal amount of $10,000,000, held by Thieneman Construction, Inc., an Indiana corporation ("Thieneman Construction").

2. On March 4, 2026, Thieneman Construction delivered a Notice of Conversion to Velo3D, Inc. (the "Company") for the conversion of $10,000,000 of principal amount of the February Note, together with accrued and unpaid interest thereon, into 1,145,830 shares of common stock, par value $0.00001 per share, of the Company.

	/s/ Bernard Chung as attorney-in-fact for Kenneth Dale Thieneman	03/06/2026
	** 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) disclose for Kenneth Dale Thieneman?

Velo3D disclosed that an entity associated with director Kenneth Dale Thieneman converted a 12.0% Senior Secured Convertible Promissory Note into common stock. The February 10, 2025 note had $10,000,000 principal and was exchanged for 1,145,830 Velo3D common shares on March 4, 2026.

How many Velo3D (VELO) shares were issued in the Thieneman note conversion?

The conversion resulted in 1,145,830 shares of Velo3D common stock issued to Thieneman Construction, Inc. These shares came from converting $10,000,000 of principal plus accrued and unpaid interest under the February 10, 2025 senior secured convertible promissory note.

What was the conversion price in the Velo3D (VELO) Thieneman Form 4 filing?

The Form 4 shows the common stock from the note conversion at a transaction price of $10.5000 per share. This price applies to the 1,145,830 Velo3D common shares issued upon converting the 12.0% Senior Secured Convertible Promissory Note held by Thieneman Construction, Inc.

Who actually holds the Velo3D (VELO) shares from the $10M note conversion?

The shares from the note conversion are held by Thieneman Construction, Inc., an Indiana corporation. The filing reports 1,145,830 Velo3D common shares as indirectly owned through this entity, with an additional 6,376 shares held directly by director Kenneth Dale Thieneman.

Did Kenneth Dale Thieneman buy or sell Velo3D (VELO) shares on the open market?

The Form 4 does not show open-market buying or selling. Instead, it reports a derivative conversion where a $10,000,000 12.0% Senior Secured Convertible Promissory Note was converted into 1,145,830 Velo3D common shares held by Thieneman Construction, Inc.

What type of security was converted into Velo3D (VELO) common stock in this Form 4?

The converted security was a 12.0% Senior Secured Convertible Promissory Note dated February 10, 2025. On March 4, 2026, Thieneman Construction, Inc. delivered a notice to convert $10,000,000 of principal plus accrued unpaid interest into 1,145,830 Velo3D common shares.