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Velo3D (VELO) director adds 1,623 shares through RSU vesting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Velo3D, Inc. director Lloyd Jason Michael reported routine equity compensation activity rather than open-market trading. On May 28, 2026, he exercised Restricted Stock Units, receiving 1,623 shares of Common Stock for no cash consideration.

After this RSU vesting, he holds 11,187 shares of Common Stock directly and 7,000 shares indirectly through an individual retirement account. The filing also shows 3,188 Restricted Stock Units remaining after the transaction and notes a correction to a previously reported share amount due to a clerical error.

Positive

  • None.

Negative

  • None.
Insider Lloyd Jason Michael
Role null
Type Security Shares Price Value
Exercise Restricted Stock Units 1,623 $0.00 --
Exercise Common Stock 1,623 $25.80 $42K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 3,188 shares (Direct, null); Common Stock — 11,187 shares (Direct, null); Common Stock — 7,000 shares (Indirect, See footnote)
Footnotes (1)
  1. The reported securities are held in an individual retirement account ("IRA") for the benefit of the reporting person. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock upon settlement for no consideration. 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. Reflects an adjustment to a previously reported amount on 03/27/2026 from 11,187 to 4,811 due to a clerical error.
RSU shares exercised 1,623 shares Common Stock received from RSU exercise on May 28, 2026
Reference share price $25.80 per share Price shown for related Common Stock transaction entry
Direct common shares after transaction 11,187 shares Total direct Common Stock holdings following RSU exercise
Indirect IRA shares 7,000 shares Common Stock held indirectly in an individual retirement account
RSUs remaining 3,188 units Restricted Stock Units outstanding after the reported transaction
Derivative exercises in filing 1 transaction, 1,623 shares Exercise or conversion of derivative security reported in summary
Restricted Stock Unit ("RSU") financial
"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share..."
individual retirement account ("IRA") financial
"The reported securities are held in an individual retirement account ("IRA") for the benefit..."
clerical error financial
"Reflects an adjustment to a previously reported amount... due to a clerical error."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Lloyd Jason Michael
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/28/2026M1,623A$25.811,187D
Common Stock7,000ISee footnote(1)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)05/28/2026M1,623 (3) (3)Common Stock1,623$03,188(4)D
Explanation of Responses:
1. The reported securities are held in an individual retirement account ("IRA") for the benefit of the reporting person.
2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock upon settlement for no consideration.
3. 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.
4. Reflects an adjustment to a previously reported amount on 03/27/2026 from 11,187 to 4,811 due to a clerical error.
/s/ Nancy Krystal as attorney-in-fact for Jason Lloyd05/29/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Velo3D (VELO) disclose for Lloyd Jason Michael?

Velo3D disclosed that director Lloyd Jason Michael exercised Restricted Stock Units, receiving 1,623 shares of Common Stock on May 28, 2026. This is a compensation-related equity grant settlement, not an open-market purchase or sale of existing shares.

Did the Velo3D (VELO) director buy or sell shares on the open market?

The director did not report any open-market buys or sells. Instead, he exercised RSUs, which delivered 1,623 new shares of Common Stock at no cash cost as part of his board compensation package.

How many Velo3D (VELO) shares does Lloyd Jason Michael hold after this Form 4?

Following the RSU exercise, he holds 11,187 shares of Common Stock directly and 7,000 shares indirectly through an individual retirement account. The filing also shows 3,188 RSUs outstanding after the transaction.

What price is associated with the Velo3D (VELO) director’s RSU exercise?

Each RSU converts into one share of Common Stock for no consideration, meaning the director did not pay cash for the 1,623 shares. A reference price of $25.80 per share is disclosed for the related Common Stock entry.

Does the Velo3D (VELO) Form 4 include any corrections to prior filings?

Yes. A footnote states there is an adjustment to a previously reported share amount due to a clerical error. This clarifies earlier reported holdings without indicating any new market transaction.