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Velo3D (NASDAQ: VELO) director gains 3,188 shares through RSU exercise

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Velo3D, Inc. director Lloyd Jason Michael reported routine equity compensation activity. On June 27, 2026, he exercised restricted stock units to acquire 3,188 shares of Common Stock, reflected as an exercise of a derivative security.

Following this transaction, he held 14,375 shares of Common Stock directly and 7,000 shares indirectly, with the indirect holdings kept in an individual retirement account for his benefit. The RSUs were granted under Velo3D’s 2021 Equity Incentive Plan and may be settled in cash, shares, or a combination, at the Compensation Committee’s discretion.

Positive

  • None.

Negative

  • None.
Insider Lloyd Jason Michael
Role null
Type Security Shares Price Value
Exercise Restricted Stock Unit 3,188 $0.00 --
Exercise Common Stock 3,188 $16.64 $53K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 7,843 shares (Direct, null); Common Stock — 14,375 shares (Direct, null); Common Stock — 7,000 shares (Indirect, See footnote)
Footnotes (1)
  1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Velo3D, Inc. (the "Company"), granted under the Company's 2021 Equity Incentive Plan. The Compensation Committee (the "Committee") of the Board of Directors of the Company, in its sole discretion, may settle earned RSUs in cash, shares of common stock of the Company, or a combination of both. The RSUs shall vest as to 25% of the total grant quarterly, commencing June 27, 2025, with the grant vesting on each subsequent quarter 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. The reported securities are held in an individual retirement account ("IRA") for the benefit of the reporting person.
RSUs exercised 3,188 shares Restricted Stock Units converted to Common Stock on June 27, 2026
Reported share price $16.64 per share Common Stock entry associated with 3,188 exercised shares
Direct holdings after transaction 14,375 shares Common Stock directly owned following June 27, 2026 transactions
Indirect IRA holdings 7,000 shares Common Stock held indirectly in an IRA for the reporting person
Restricted Stock Unit financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Velo3D, Inc."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
2021 Equity Incentive Plan financial
"granted under the Company's 2021 Equity Incentive Plan."
individual retirement account ("IRA") financial
"The reported securities are held in an individual retirement account ("IRA") for the benefit of the reporting person."
Compensation Committee financial
"The Compensation Committee (the "Committee") of the Board of Directors of the Company, in its sole discretion, may settle earned RSUs"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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*
Lloyd Jason Michael
(Last)(First)(Middle)
C/O VELO3D, INC.
2710 LAKEVIEW CT
(Street)
FREMONT CALIFORNIA 94538
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Velo3D, Inc. [ VELO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/27/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/27/2026M3,188A$16.6414,375D
Common Stock7,000ISee footnote(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)06/27/2026M3,188 (2) (2)Common Stock3,188$07,843D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Velo3D, Inc. (the "Company"), granted under the Company's 2021 Equity Incentive Plan. The Compensation Committee (the "Committee") of the Board of Directors of the Company, in its sole discretion, may settle earned RSUs in cash, shares of common stock of the Company, or a combination of both.
2. The RSUs shall vest as to 25% of the total grant quarterly, commencing June 27, 2025, with the grant vesting on each subsequent quarter 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.
3. The reported securities are held in an individual retirement account ("IRA") for the benefit of the reporting person.
/s/ Nancy Krystal as attorney-in-fact for Jason Michael Lloyd06/30/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Velo3D (VELO) director Lloyd Jason Michael report?

Lloyd Jason Michael reported exercising restricted stock units to acquire 3,188 shares of Velo3D Common Stock on June 27, 2026. This was an equity compensation-related transaction rather than an open-market stock purchase or sale.

How many Velo3D (VELO) shares does Lloyd Jason Michael hold after this Form 4?

After the reported transactions, Lloyd Jason Michael holds 14,375 Velo3D Common shares directly and 7,000 shares indirectly. The indirect position is held in an individual retirement account (IRA) for his benefit.

Was the Velo3D (VELO) Form 4 a stock purchase or sale in the market?

The Form 4 does not show any open-market buys or sells. It reports an exercise of restricted stock units into 3,188 Velo3D Common shares, which is a compensation event rather than a discretionary trade.

What is the size of the RSU exercise reported for Velo3D (VELO)?

The filing shows an exercise of 3,188 restricted stock units, converting into 3,188 shares of Velo3D Common Stock. The corresponding non-derivative entry lists these shares at a price of $16.64 per share on June 27, 2026.

How are Lloyd Jason Michael’s indirect Velo3D (VELO) holdings structured?

The Form 4 notes 7,000 Velo3D Common shares held indirectly. A footnote explains these securities are kept in an individual retirement account (IRA) for his benefit, clarifying the nature of his indirect ownership.