Velo3D director converts 1,623 RSUs into common shares

Velo3D director Kenneth Dale Thieneman reported routine equity activity related to his board compensation and indirect holdings.

Rhea-AI Filing Summary

Velo3D director Kenneth Dale Thieneman reported routine equity activity related to his board compensation and indirect holdings. A holding entry shows 1,145,830 shares of Common Stock held indirectly through Thieneman Construction, Inc., reflecting an existing position rather than a new trade.

On the same date, an initial Restricted Stock Unit (RSU) award granted when he joined the Board fully vested and was settled. 1,623 RSUs, each representing a right to receive one share of Common Stock for no cash consideration, were converted into 1,623 shares of Common Stock, bringing his directly held Common Stock to 11,187 shares. The Form 4 characterizes this as an exercise or conversion of a derivative security tied to continued board service, not an open‑market purchase or sale.

Insider Trade Summary

1,623 shares exercised/converted

Exercise 3 txns

Insider Thieneman Kenneth Dale

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,623	$0.00	$0.00
Exercise	Common Stock	1,623	$25.80	$42K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 3,188 contracts (Direct); Common Stock — 11,187 shares (Direct); Common Stock — 1,145,830 shares (Indirect, By Thieneman Construction, Inc.)

Footnotes (2)

1. F1. 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. F2. Initial RSU award granted upon joining the Board, which vested on the first anniversary of the grant date, following the director's continued service on the Board through the vesting date.

Key Figures

RSUs vested and converted: 1,623 units Common shares from RSU conversion: 1,623 shares Direct common shares after transaction: 11,187 shares +2 more

5 metrics

RSUs vested and converted 1,623 units Initial Board RSU award settled into common stock

Common shares from RSU conversion 1,623 shares Common Stock received upon RSU settlement

Direct common shares after transaction 11,187 shares Total directly held Common Stock post‑conversion

Indirect common shares 1,145,830 shares Held indirectly by Thieneman Construction, Inc.

Reported price per share $25.80/share Table value for Common Stock in M‑code entry

Key Terms

Restricted Stock Unit, contingent right, exercise or conversion of derivative security, indirect ownership

4 terms

Restricted Stock Unit financial

"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share..."

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.

contingent right financial

"represents a contingent right to receive one share of the Issuer's Common Stock..."

exercise or conversion of derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

indirect ownership financial

"ownership_type: "indirect" for shares held by Thieneman Construction, Inc."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Velo3D (VELO) director Kenneth Thieneman report?

Kenneth Thieneman reported a routine RSU vesting and conversion. An initial Board RSU grant for 1,623 units vested and converted into 1,623 shares of Velo3D Common Stock, with no open‑market buying or selling disclosed in this filing.

How many Velo3D (VELO) shares does Kenneth Thieneman hold directly after this Form 4?

After the RSU conversion, Thieneman holds 11,187 Common shares directly. These resulted in part from the settlement of 1,623 Restricted Stock Units that vested upon his continued service on Velo3D’s Board through the first‑anniversary vesting date.

What indirect Velo3D (VELO) holdings are associated with Kenneth Thieneman?

The Form 4 reports 1,145,830 Velo3D shares held indirectly. These Common Stock shares are owned by Thieneman Construction, Inc., and are reported as indirect beneficial ownership rather than a new transaction or change in his direct personal holdings.

Were the Velo3D (VELO) shares in this Form 4 bought or sold on the open market?

No open‑market purchases or sales are shown in this Form 4. The only share change is a conversion of 1,623 Restricted Stock Units into Common Stock as part of a Board compensation grant that vested after one year of service.

What are the terms of the Restricted Stock Units reported for Velo3D (VELO)?

Each RSU represents a right to one Velo3D share for no cash payment. The disclosed award was granted upon Thieneman joining the Board and vested on the first anniversary of the grant date, contingent on his continued Board service through that vesting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/29/2026 - 07:53 PM Learn about SEC filing dates

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

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^*

Thieneman Kenneth Dale

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/28/2026		M		1,623	A	$25.8	11,187	D
Common Stock								1,145,830	I	By Thieneman Construction, Inc.

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)	05/28/2026		M			1,623	(2)	(2)	Common Stock	1,623	$0	3,188	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. Initial RSU award granted upon joining the Board, which vested on the first anniversary of the grant date, following the director's continued service on the Board through the vesting date.

	/s/ Nancy Krystal as attorney-in-fact for Kenneth Dale Thieneman	05/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)