Alyeska reports 9.9% Velo3D (VELO) ownership with PIPE and warrants

Rhea-AI Filing Summary

Alyeska Investment Group and affiliates report a 9.9% beneficial stake in Velo3D, Inc. common stock. They report beneficial ownership of 2,430,305 shares, including 2,424,242 common PIPE shares and 6,063 shares issuable under warrants.

The group has shared voting and dispositive power over all 2,430,305 shares and no sole voting or dispositive power. The ownership percentage is based on 24,548,535 Velo3D shares outstanding as of December 31, 2025. The holders certify the position is held in the ordinary course of business and not for the purpose of changing or influencing control.

Insights

Equity ownership and governance analyst

Alyeska and affiliates disclose a sizable 9.9% Velo3D stake held as a passive investment.

The disclosure shows Alyeska Investment Group, L.P., Alyeska Fund GP, LLC and Anand Parekh together beneficially own 2,430,305 Velo3D shares, or 9.9% of the company’s common stock as of December 31, 2025. All voting and dispositive power over these shares is shared rather than held individually.

The position consists largely of 2,424,242 common PIPE shares plus warrant exposure. Warrants to buy 220,938 shares are subject to a 9.9% ownership cap, so only 6,063 warrant shares are currently counted in beneficial ownership. This cap limits how much of the warrant position can be exercised at any one time.

The stake is certified as being held in the ordinary course of business and not to influence control, suggesting a passive institutional position rather than an activist one. Future ownership levels will depend on any warrant exercises and changes in Velo3D’s total shares outstanding as referenced in the calculation.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Velo3D, Inc.

(Name of Issuer)

Common Stock, $0.00001 Par Value

(Title of Class of Securities)

92259N302

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 92259N302

1

Names of Reporting Persons

Alyeska Investment Group, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,430,305.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,430,305.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,430,305.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 92259N302

1

Names of Reporting Persons

Alyeska Fund GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,430,305.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,430,305.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,430,305.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 92259N302

1

Names of Reporting Persons

Anand Parekh

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,430,305.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,430,305.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,430,305.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Velo3D, Inc.
(b)	Address of issuer's principal executive offices: 2710 Lakeview Court, Freemont, California 94538
Item 2.
(a)	Name of person filing: (i) Alyeska Investment Group, L.P. (ii) Alyeska Fund GP, LLC (iii) Anand Parekh
(b)	Address or principal business office or, if none, residence: (i) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601 (ii) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601 (iii) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601
(c)	Citizenship: (i) Alyeska Investment Group, L.P. - Delaware (ii) Alyeska Fund GP, LLC - Delaware (iii) Anand Parekh - United States of America
(d)	Title of class of securities: Common Stock, $0.00001 Par Value
(e)	CUSIP No.: 92259N302
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 2,430,305
(b)	Percent of class: 9.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 2,430,305
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 2,430,305
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Alyeska Investment Group, L.P.

Signature:	Jason Bragg
Name/Title:	Jason Bragg | Chief Financial Officer
Date:	02/17/2026

Alyeska Fund GP, LLC

Signature:	Jason Bragg
Name/Title:	Jason Bragg | Chief Financial Officer
Date:	02/17/2026

Anand Parekh

Signature:	Anand Parekh
Name/Title:	Anand Parekh | Self
Date:	02/17/2026

Exhibit Information

The reporting persons are the beneficial owners of 2,424,242 common PIPE shares of the Issuer and hold warrants to purchase 220,938 shares of the Issuer's Class A common stock, (the "Warrants"). However, per their terms, the Warrants can only be exercised into such number of shares that would constitute 9.9% of the total number of Common Stock of the Issuer outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant by the Holder. Accordingly, as of December 31, 2025 the reporting persons may only exercise up to 6,063 Ordinary Shares under the Warrant Agreement, and as such, is reporting beneficial ownership of only such number of shares. The percentage calculation assumes that there are currently 24,548,535 outstanding shares of Ordinary Shares of the Issuer. 24,548,535 outstanding Ordinary Shares of the Issuer is the sum the 20,912,172 shares listed as outstanding on the Issuer's 10Q filed with the Securities and Exchange Commission on November 12, 2025 and the subsequent equity sale of by the issuer of an additional 3,636,363 shares as reported on the Issuer's 8K filed with the Securities and Exchange Commission on December 23, 2025. JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

FAQ

How many Velo3D (VELO) shares does Alyeska beneficially own?

Alyeska Investment Group and related reporting persons beneficially own 2,430,305 Velo3D common shares. This total includes 2,424,242 common PIPE shares and 6,063 shares currently issuable upon warrant exercise under a 9.9% beneficial ownership cap.

What percentage of Velo3D’s common stock does Alyeska hold?

Alyeska and its affiliates report beneficial ownership of 9.9% of Velo3D’s common stock. This percentage is calculated using 24,548,535 Velo3D shares outstanding, based on the company’s 10-Q and a subsequent 8-K equity issuance.

How are Alyeska’s Velo3D holdings structured between shares and warrants?

Alyeska’s Velo3D position consists of 2,424,242 common PIPE shares and warrants to purchase 220,938 additional shares. Due to a 9.9% ownership cap, only 6,063 warrant shares are currently counted as beneficially owned in the reported total.

Is Alyeska’s Velo3D stake considered an activist or passive investment?

The reporting persons certify the Velo3D securities were acquired and are held in the ordinary course of business. They state the holdings are not for changing or influencing control, indicating a passive institutional investment rather than an activist position.

Who are the reporting persons in the Alyeska Velo3D Schedule 13G?

The reporting persons are Alyeska Investment Group, L.P., Alyeska Fund GP, LLC, and Anand Parekh. They report shared voting and shared dispositive power over 2,430,305 Velo3D shares, with no sole voting or dispositive authority reported for any individual entity.

How was the total Velo3D share count used in Alyeska’s 9.9% calculation derived?

The 24,548,535 Velo3D shares used for the 9.9% ownership calculation combine 20,912,172 shares outstanding from the company’s November 12, 2025 Form 10-Q and an additional 3,636,363 shares from a subsequent equity sale disclosed in a December 23, 2025 Form 8-K.