Velo3D Form 4: Director Kenneth Thieneman receives 12,752 RSUs with quarterly vesting

Rhea-AI Filing Summary

Insider grant and ownership update: Kenneth Dale Thieneman, a director of Velo3D, Inc. (reported symbol VLDXW), was granted 12,752 Restricted Stock Units (RSUs) on 06/27/2025. Each RSU converts into one share of common stock upon settlement for no consideration. The RSUs vest 25% quarterly starting June 27, 2025, with additional vesting on September 27, 2025, December 27, 2025, and March 27, 2025, subject to continued service. Following a 1-for-15 reverse stock split on July 25, 2025, the reporting person is shown as beneficially owning 14,375 shares (direct).

Positive

• 12,752 RSUs granted to director Kenneth Dale Thieneman on 06/27/2025, aligning compensation with shareholder value
• Clear vesting schedule: 25% initial vesting followed by quarterly vesting dates of 09/27/2025, 12/27/2025, and 03/27/2025, subject to continued service

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received time‑based equity with a standard quarterly vesting schedule; transaction appears routine and aligns incentives.

The Form 4 discloses a grant of 12,752 RSUs to director Kenneth Dale Thieneman, each convertible into one share at settlement for no cash consideration. Vesting is time‑based: 25% initially then quarterly through March 27, 2025, conditioned on continued service. The filing also notes a 1‑for‑15 reverse stock split effected July 25, 2025, and records 14,375 shares beneficially owned post‑split. This is a customary director compensation event and does not disclose any sales or derivative transactions.

Corporate Governance Expert

TL;DR: Grant follows typical equity compensation mechanics for directors; disclosure is clear on vesting and conversion terms.

The document explicitly states each RSU converts to one share upon settlement for no consideration and provides precise vesting dates tied to continued service. The Form 4 was signed by an attorney‑in‑fact and includes the reverse split adjustment. There are no indications of Rule 10b5‑1 plans or unusual transfer mechanisms in the filing text provided.

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^*

Thieneman Kenneth Dale

(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 Unite	(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 Kenneth Dale Thieneman	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 did Kenneth Dale Thieneman report on Form 4 for Velo3D (VLDXW)?

He reported a grant of 12,752 Restricted Stock Units (RSUs) on 06/27/2025, each convertible into one share upon settlement for no consideration.

What is the vesting schedule for the RSUs reported by the Velo3D director?

The RSUs vest 25% initially on June 27, 2025 with the remainder vesting on 09/27/2025, 12/27/2025, and 03/27/2025, conditioned on continued service.

How many shares does the reporting person beneficially own after the reported transaction?

The Form 4 shows 14,375 shares beneficially owned directly, reflecting a 1‑for‑15 reverse stock split effected on July 25, 2025.

Did the Form 4 indicate any cash consideration for the RSU settlement?

No. The filing states each RSU converts into one share upon settlement for no consideration.

Was the Form 4 filed jointly or by one reporting person?

The filing indicates it was a Form filed by One Reporting Person.