[Form 4] Velo3D, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider filing by Hull Xu (CFO) discloses changes in beneficial ownership of Velo3D, Inc. (VELO) securities dated 08/15/2025 and filed 09/24/2025. The reporting person received multiple restricted stock unit (RSU) awards and recorded some RSU dispositions on that date. After the reported transactions, the filing shows the reporting person beneficially owns 64,442 RSUs underlying common stock in total (with a separate line showing 61,077 following another transaction set).

The RSUs are contingent rights to receive one share of common stock upon settlement for no consideration and reflect a 1-for-15 reverse stock split effected July 25, 2025. Vesting schedules are described: one grant vests 25% after one year starting April 2024 with the remainder quarterly over three years; another grant vests 25% after one year starting May 2025 with the remainder quarterly over three years, both contingent on continued service.

Positive

• RSU grants indicate the company uses equity compensation to retain the CFO
• Vesting schedules disclosed are standard time-based terms (25% after one year, then quarterly over three years)
• Reverse split clearly disclosed (1-for-15) and applied to share counts

Negative

• Partial dispositions of RSUs were reported on the same date as acquisitions, reducing net holdings in some lines
• Total beneficial ownership remains relatively modest in absolute terms (e.g., 64,442 underlying shares), which may limit alignment magnitude

Insights

Corporate Governance Expert

TL;DR: Routine executive equity activity showing grant-based compensation with standard service-based vesting; no explicit remediation or governance red flags.

The Form 4 documents RSU awards and some dispositions by the CFO dated 08/15/2025, filed 09/24/2025, and clarifies post-transaction beneficial holdings. The inclusion of the 1-for-15 reverse split is material for share counts but is an administrative capital-structure event. Vesting terms are time-based (25% after one year then quarterly over three years), which aligns with retention-focused compensation rather than performance-based incentives. From a governance perspective, disclosure is complete on vesting schedules and the split; there is no indication of related-party conflicts or unusual accelerated vesting in the filing.

Compensation Analyst

TL;DR: The transactions reflect standard RSU grants and routine settlements/dispositions tied to service-based vesting schedules.

The filing lists multiple RSU transactions (codes M and F) resulting in additional RSUs and some disposals, and reports total underlying common shares beneficially owned (e.g., 64,442). The RSUs settle for no consideration and follow multi-year, time-based vesting, indicating use of long-term equity to retain senior management. The reverse split adjustment is noted and appropriately applied to reported counts. There is no performance-based acceleration or explicit change-in-control treatment disclosed.

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).

1. Name and Address of Reporting Person^*

Xu Hull Hou Jun

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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
Restricted Stock Units	08/15/2025		M		119	A	(1)	2,824(2)	D
Restricted Stock Units	08/15/2025		F		43	D	(1)	2,781	D
Restricted Stock Units	08/15/2025		M		3,365	A	(1)	6,146	D
Restricted Stock Units	08/15/2025		F		1,204	D	(1)	4,942	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	(1)	08/15/2025		M		119		(3)	(3)	Common Stock	119	$0	61,077(2)	D
Restricted Stock Units	(1)	08/15/2025		M		3,365		(4)	(4)	Common Stock	3,365	$0	64,442	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. Reflects the 1-for-15 reverse stock split effected by the Issuer on July 25, 2025.

3. The Restricted Stock Units (RSUs) will vest as follows: 25% will vest after one year starting in April 2024, with the remaining shares vesting quarterly over the following three years. This is contingent upon the continued service of the reporting person on each vesting date.

4. The Restricted Stock Units (RSUs) will vest as follows: 25% will vest after one year starting in May 2025, with the remaining shares vesting quarterly over the following three years. This is contingent upon the continued service of the reporting person on each vesting date.

	/s/ Bernard Chung as attorney-in-fact for Hull Xu	09/24/2025
	** 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

Who filed the Form 4 for Velo3D (VELO)?

The Form 4 was filed on behalf of Hull Xu, who is identified as the company's CFO.

What transactions are reported on the 08/15/2025 Form 4 for VELO?

The filing reports multiple Restricted Stock Unit (RSU) transactions (grants and some dispositions) with a transaction date of 08/15/2025.

How many shares does the reporting person beneficially own after the transactions?

The filing shows beneficial ownership of underlying common stock from RSUs of 64,442 (with another reported line showing 61,077 following a separate transaction set).

Did the company undergo a stock split or reverse split?

Yes. The filing reflects a 1-for-15 reverse stock split effected on July 25, 2025, and counts have been adjusted accordingly.

What are the vesting terms for the RSU grants?

One grant vests 25% after one year starting April 2024, then quarterly over three years; another vests 25% after one year starting May 2025, then quarterly over three years, both contingent on continued service.

When was the Form 4 signed and filed?

The filing bears a signature by an attorney-in-fact for Hull Xu dated 09/24/2025.