Adrian Keppler receives 12,752 RSUs at Velo3D; post 1-for-15 reverse split

Rhea-AI Filing Summary

Velo3D, Inc. director Adrian Keppler was granted 12,752 restricted stock units (RSUs) on 06/27/2025. Each RSU converts into one share of common stock for no consideration upon settlement. The RSUs vest 25% quarterly beginning 06/27/2025, with subsequent vesting on 09/27/2025, 12/27/2025 and 03/27/2025, subject to continued service. The filing notes a 1-for-15 reverse stock split effected by the issuer on 07/25/2025 and reflects the post-split share amounts. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Keppler on 09/23/2025.

Positive

• 12,752 RSUs granted to a director, aligning management incentives with shareholders
• Clear vesting schedule (25% quarterly beginning 06/27/2025) provides transparency on when equity vests
• Form 4 discloses reverse split (1-for-15 on 07/25/2025), clarifying post-split share counts

Negative

• None.

Insights

Securities Analyst

TL;DR A routine director equity award aligns executive incentives; vesting schedule is standard service-based RSUs.

The grant of 12,752 RSUs to a director represents a non-cash, service-conditioned equity award designed to align the reporting person with shareholder interests. The 25% quarterly vesting starting immediately on 06/27/2025 indicates an accelerated or front-loaded schedule compared with typical annual or multi-year cliff vesting, which can modestly enhance near-term retention incentives. The notation of a 1-for-15 reverse split is a corporate action that adjusted reported share counts and should be considered when comparing historical ownership levels. Overall, this disclosure is routine and not materially dilutive on its own.

Corporate Governance Expert

TL;DR Governance-wise this is a standard director compensation disclosure with clear vesting terms and post-split accounting.

The Form 4 cleanly documents the nature and timing of the equity award and the service-based vesting schedule. Use of RSUs that settle for no consideration is a common practice for directors. The explicit vesting dates and the statement that settlement is contingent on continued service provide transparency for investors reviewing insider incentives. The attorney-in-fact signature is properly disclosed, indicating delegated filing authority. There are no governance red flags in the filing itself.

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).

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^*

Keppler Adrian

(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 Adrian Keppler	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).
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Velo3D (VELO) report for Adrian Keppler?

The Form 4 reports a grant of 12,752 RSUs to Adrian Keppler on 06/27/2025, each convertible into one share upon settlement.

When do the RSUs granted to Adrian Keppler vest?

The RSUs vest 25% quarterly with vesting dates of 06/27/2025, 09/27/2025, 12/27/2025 and 03/27/2025, subject to continued service.

Did the filing note any corporate actions affecting share counts?

Yes, the filing reflects a 1-for-15 reverse stock split effected on 07/25/2025 and states the reported amounts are post-split.

Was the Form 4 signed by the reporting person?

The Form 4 was signed by Bernard Chung as attorney-in-fact for Adrian Keppler on 09/23/2025.