[Form 4] Velo3D, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Reporting person: Jason Michael Lloyd, listed at Velo3D, Inc.

This Form 4 discloses an award of 12,752 Restricted Stock Units (RSUs) granted on 06/27/2025. Each RSU represents the right to receive one share of the issuer's common stock upon settlement for no consideration. The RSUs vest 25% quarterly, commencing June 27, 2025, with subsequent vesting on September 27, 2025, December 27, 2025 and March 27, 2025, subject to continued service. The filing notes an adjustment that "reflects the 1-for-15 reverse stock split effected by the Issuer on July 25, 2025." The form is signed by an attorney-in-fact, Bernard Chung, on behalf of Jason Michael Lloyd on 09/23/2025.

Insights

Corporate Governance Expert

TL;DR: Routine director equity award with time-based vesting; governance impact is standard for retention.

The disclosed grant of 12,752 RSUs to a director is a common compensation mechanism to align senior personnel with shareholder interests. Vesting is entirely time-based, with 25% vesting at regular quarterly intervals over the indicated schedule, which suggests retention rather than performance-based incentives. The filing also documents a corporate capitalization adjustment tied to a 1-for-15 reverse stock split; the disclosure does not provide pre-split amounts, so the specific impact on percentage ownership cannot be determined from this form alone.

Securities/Insider Transactions Analyst

TL;DR: Non-derivative RSU grant reported; no cash consideration and no exercise price noted.

This Form 4 reports acquisition of non-derivative securities in the form of RSUs with a reported price of $0, indicating awards rather than purchases. The transaction code shows an acquisition on 06/27/2025. The filing is procedural and informational for Section 16 reporting; it does not disclose sales, option exercises, or other liquidity events. The signature by an attorney-in-fact on 09/23/2025 finalizes the report filing date but does not alter the underlying transaction details.

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)
06/27/2025

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

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 Unit	(1)	06/27/2025		A		12,752		(2)	(2)	Common Stock	12,752	$0	14,375(3)	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, and March 27, 2025, subject to the Reporting Person's continued service to the Issuer on each vesting date.

3. Reflects the 1-for-15 reverse stock split effected by the Issuer on July 25, 2025.

	/s/ Bernard Chung as attorney-in-fact for Jason Michael Lloyd	09/23/2025
	** 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).
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 securities were acquired by the reporting person in this Form 4 for Velo3D (symbol VELO)?

The reporting person was granted 12,752 Restricted Stock Units (RSUs) on 06/27/2025, each representing a contingent right to one share of common stock upon settlement for no consideration.

What is the vesting schedule for the RSUs reported on the Form 4?

The RSUs vest 25% quarterly, commencing June 27, 2025, with additional vesting on September 27, 2025, December 27, 2025, and March 27, 2025, subject to continued service.

Was there a price paid for the RSUs in this transaction?

No cash was paid; the RSUs are reported with a price of $0, indicating they were granted rather than purchased.

Does the filing indicate any change to the company's capitalization?

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

Who filed and signed this Form 4 on behalf of the reporting person?

The form is signed by /s/ Bernard Chung as attorney-in-fact for Jason Michael Lloyd with a signature date of 09/23/2025.