Velo3D (VELO) director adds 7,000 shares in indirect open-market buys

Rhea-AI Filing Summary

Velo3D, Inc. director Lloyd Jason Michael reported two indirect open-market purchases of the company’s common stock. On September 4, 2025, he bought 6,000 shares at $3.74 per share, and on November 3, 2025, he bought 1,000 shares at $4.95 per share. The shares are held in an IRA and a managed investment account for his benefit, and he retains beneficial ownership. Following these transactions, he indirectly owns 13,376 shares.

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^*

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)
09/04/2025

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	09/04/2025		P		6,000	A	$3.74	12,376	I	See footnote(1)
Common Stock	11/03/2025		P		1,000	A	$4.95	13,376	I	See footnote(2)

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

Explanation of Responses:

1. The reported securities are held in an individual retirement account ("IRA") for the benefit of the reporting person.

2. The reported securities are held in a managed investment account for the benefit of the reporting person. The reporting person retains beneficial ownership of the securities.

	/s/ Bernard Chung as attorney-in-fact for Jason Lloyd	02/18/2026
	** 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.
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.

FAQ

What insider transactions did VELO director Lloyd Jason Michael report?

He reported two indirect open-market purchases of Velo3D common stock totaling 7,000 shares. One trade was 6,000 shares at $3.74 per share, and another was 1,000 shares at $4.95 per share, both for his beneficial ownership.

How many Velo3D (VELO) shares does Lloyd Jason Michael own after these trades?

After the reported purchases, Lloyd Jason Michael indirectly owns 13,376 Velo3D common shares. This figure reflects holdings in his IRA and a managed investment account, both maintained for his benefit, where he retains beneficial ownership of the securities.

Were Lloyd Jason Michael’s VELO share purchases direct or indirect?

The purchases were indirect. The Form 4 shows ownership coded as indirect, with shares held in an individual retirement account and a managed investment account for his benefit, and the filing specifies that he retains beneficial ownership of these securities.

On what dates did Lloyd Jason Michael buy Velo3D (VELO) shares?

He purchased Velo3D common stock on September 4, 2025, and November 3, 2025. Both transactions were coded as open-market purchases, increasing his indirect holdings in the company through accounts maintained for his benefit.

At what prices did Lloyd Jason Michael purchase VELO common stock?

He bought 6,000 Velo3D shares at $3.74 per share on September 4, 2025, and 1,000 shares at $4.95 per share on November 3, 2025. Both purchases were reported as open-market transactions in common stock.

How many Velo3D (VELO) shares did Lloyd Jason Michael buy in total?

Across the two reported open-market purchases, he acquired a total of 7,000 Velo3D common shares. These shares are held indirectly in an IRA and a managed investment account established for his benefit, where he retains beneficial ownership.