[Form 4] Velo3D, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider grant of restricted stock units to a director, reported for Velo3D, Inc. The filing shows that director Stefan Krause 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 cash consideration. The RSUs vest in four equal tranches: 25% on the grant date and the remainder on the subsequent quarterly vesting dates (September 27, December 27 and March 27), conditioned on continued service. The filing also discloses a 1-for-15 reverse stock split that was later reflected in the share counts. The report was submitted via attorney-in-fact signature and lists the reporting person as a director.

Positive

• Time-based RSU grant aligns the directors incentives with shareholder interests by requiring continued service to vest
• Clear vesting schedule (25% upfront, remaining quarterly) provides transparency on when dilution may occur

Negative

• Potential future dilution when 12,752 RSUs settle into common shares, magnitude unclear without total shares outstanding
• Reverse 1-for-15 stock split significantly changes reported share counts and may reflect prior share-price weakness

Insights

Corporate Governance Expert

TL;DR: A standard director compensation grant with time-based vesting, adjusted for a subsequent reverse split; governance signal is modest and routine.

The RSU award of 12,752 units to a director is presented as time-based compensation that vests quarterly over one year, which aligns the directors interests with shareholder value over the short term. The use of RSUs rather than immediate stock issuance avoids immediate dilution and ties realization to continued service. The filing properly discloses the impact of a 1-for-15 reverse split on reported share counts. There is no indication of performance-based conditions or accelerated vesting events in the text provided.

Securities Analyst

TL;DR: The transaction is compensation-related, not a market sale or purchase; impact on share count is quantitatively small but depends on total outstanding shares.

The RSU grant is recorded as an acquisition (A) of 12,752 units at $0 per unit, reflecting compensation rather than cash purchase. Such grants increase potential future dilution when settled; the filing notes the 1-for-15 reverse split, which materially changes reported share quantities but does not alter the economic terms of the grant. Without outstanding share totals, the absolute dilution percentage cannot be calculated from this filing alone.

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

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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^*

Krause Stefan

(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 Units	(1)	06/27/2025		A		12,752		(2)	(2)	Common Stock	12,752	$0	12,752(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 Stefan Krause	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).
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FAQ

What did Velo3D (VLDXW) report in this Form 4?

The Form 4 reports that director Stefan Krause was granted 12,752 RSUs on 06/27/2025, each convertible to one share upon settlement for no cash.

How do the RSUs vest for the Velo3D grant?

The RSUs vest 25% at grant and the remainder vests on each of the next three quarterly dates: Sept 27, Dec 27, and Mar 27, subject to continued service.

Was there any corporate action affecting share counts in the filing?

Yes. The filing reflects a 1-for-15 reverse stock split that adjusted the reported number of shares.

Does this Form 4 show any sale of shares by the reporting person?

No. The filing records an award/acquisition (A) of RSUs as compensation at a $0 price; it does not show any sale transactions.

Who signed the Form 4 for Stefan Krause?

The Form 4 was signed by Bernard Chung as attorney-in-fact on behalf of Stefan Krause.