Velo3D Inc SEC Filings

Velo3D, Inc. is holding its 2026 annual stockholder meeting virtually on June 10, 2026, asking investors to elect two Class II directors, including new nominee Lily Mei, and reelect Stefan Krause. Stockholders will also vote on ratifying Frank, Rimerman + Co. LLP as auditor, approving executive pay and the frequency of future say‑on‑pay votes, and amending the 2021 Equity Incentive Plan.

The equity plan amendment would add 2,860,000 shares for future awards and raise the incentive stock option limit to 10,000,000 shares, supplementing existing evergreen increases. As of April 15, 2026, Velo3D had 26,216,822 shares outstanding, with directors, officers, and affiliates holding about 53.2% of the voting power.

Velo3D, Inc. is amending an earlier disclosure to clarify the structure of a planned performance-based stock option award for its Chief Executive Officer, Arun Jeldi. The company now states this 2026 Performance Award is a one-time grant intended to replace routine annual equity awards for 2026 through 2029.

The award is expected to equal 3% of the company’s total outstanding common stock on the grant date, carry a ten-year term, and have an exercise price set at fair market value on the grant date. Vesting would be tied to market capitalization milestones achieved within five years: 10% at $1 billion, an additional 20% at $3 billion, 30% at $5 billion, and 40% at $10 billion, subject to Mr. Jeldi’s continued service. The Compensation Committee expects to grant the award shortly after the 2026 annual meeting, but may adjust timing or structure if there are insufficient shares available under the equity incentive plan.

Velo3D, Inc. is amending an earlier disclosure to clarify the structure of a planned performance-based stock option award for its Chief Executive Officer, Arun Jeldi. The company now states this 2026 Performance Award is a one-time grant intended to replace routine annual equity awards for 2026 through 2029.

The award is expected to equal 3% of the company’s total outstanding common stock on the grant date, carry a ten-year term, and have an exercise price set at fair market value on the grant date. Vesting would be tied to market capitalization milestones achieved within five years: 10% at $1 billion, an additional 20% at $3 billion, 30% at $5 billion, and 40% at $10 billion, subject to Mr. Jeldi’s continued service. The Compensation Committee expects to grant the award shortly after the 2026 annual meeting, but may adjust timing or structure if there are insufficient shares available under the equity incentive plan.

Suva James D reported acquisition or exercise transactions in this Form 4 filing.

Velo3D, Inc. granted its CFO, James D. Suva, 135,000 restricted stock units (RSUs), each representing a right to receive one share of common stock. The RSUs were awarded at a price of $0.00 per unit under the company’s 2021 Equity Incentive Plan.

According to the grant terms, 25% of the RSUs will vest on May 15, 2027, with the remaining units vesting in equal 1/16th installments on each Quarterly Vest Date (February 15, May 15, August 15 and November 15) thereafter. The compensation committee may settle vested RSUs in cash, shares, or a combination.

Suva James D reported acquisition or exercise transactions in this Form 4 filing.

Velo3D, Inc. granted its CFO, James D. Suva, 135,000 restricted stock units (RSUs), each representing a right to receive one share of common stock. The RSUs were awarded at a price of $0.00 per unit under the company’s 2021 Equity Incentive Plan.

According to the grant terms, 25% of the RSUs will vest on May 15, 2027, with the remaining units vesting in equal 1/16th installments on each Quarterly Vest Date (February 15, May 15, August 15 and November 15) thereafter. The compensation committee may settle vested RSUs in cash, shares, or a combination.

Velo3D, Inc. filed a shelf registration to offer up to $500,000,000 of securities, including common stock, preferred stock, debt securities, warrants and units to be sold from time to time.

The registration permits multiple distribution methods (underwritten offerings, at-the-market, negotiated or direct sales). The prospectus notes the company’s business of metal additive manufacturing, its Sapphire printer family, production services (RPS), and that its common stock trades on Nasdaq under the symbol VELO (last reported sale $11.88 per share on April 2, 2026).

Velo3D, Inc. filed a shelf registration to offer up to $500,000,000 of securities, including common stock, preferred stock, debt securities, warrants and units to be sold from time to time.

The registration permits multiple distribution methods (underwritten offerings, at-the-market, negotiated or direct sales). The prospectus notes the company’s business of metal additive manufacturing, its Sapphire printer family, production services (RPS), and that its common stock trades on Nasdaq under the symbol VELO (last reported sale $11.88 per share on April 2, 2026).

Velo3D, Inc. files its annual report describing a metal additive manufacturing business focused on production-grade 3D printing systems and services for defense, aerospace, energy and industrial customers. The company sells Sapphire printers, offers Rapid Production Solutions and engineering services, and emphasizes repeatable, high-complexity metal parts.

Management discloses substantial doubt about Velo3D’s ability to continue as a going concern, citing large operating losses, liquidity pressure, supplier constraints and delayed customer orders. For the year ended December 31, 2025, 56% of revenue came from defense-related programs, 24% from aerospace and aviation, and 20% from energy, semiconductor and other industrial applications.

The company reports significant R&D investment, an asset-light manufacturing model, and a portfolio of 57 issued patents and 46 foreign trademark registrations. It highlights heavy reliance on a limited number of customers, the need for near‑term additional capital, risks tied to equipment financing and sale‑leaseback obligations, and extensive regulatory, operational, cybersecurity and IP-related risk factors.

Velo3D, Inc. files its annual report describing a metal additive manufacturing business focused on production-grade 3D printing systems and services for defense, aerospace, energy and industrial customers. The company sells Sapphire printers, offers Rapid Production Solutions and engineering services, and emphasizes repeatable, high-complexity metal parts.

Management discloses substantial doubt about Velo3D’s ability to continue as a going concern, citing large operating losses, liquidity pressure, supplier constraints and delayed customer orders. For the year ended December 31, 2025, 56% of revenue came from defense-related programs, 24% from aerospace and aviation, and 20% from energy, semiconductor and other industrial applications.

The company reports significant R&D investment, an asset-light manufacturing model, and a portfolio of 57 issued patents and 46 foreign trademark registrations. It highlights heavy reliance on a limited number of customers, the need for near‑term additional capital, risks tied to equipment financing and sale‑leaseback obligations, and extensive regulatory, operational, cybersecurity and IP-related risk factors.

Velo3D, Inc. director Lloyd Jason Michael exercised restricted stock units into common shares as part of his equity compensation. On March 27, 2026, he exercised 3,188 Restricted Stock Units, receiving 3,188 shares of Common Stock. Following the transactions, he held 9,564 common shares directly and 7,000 common shares indirectly in an individual retirement account, reflecting both his direct ownership and retirement-related holdings.

Velo3D, Inc. director Lloyd Jason Michael exercised restricted stock units into common shares as part of his equity compensation. On March 27, 2026, he exercised 3,188 Restricted Stock Units, receiving 3,188 shares of Common Stock. Following the transactions, he held 9,564 common shares directly and 7,000 common shares indirectly in an individual retirement account, reflecting both his direct ownership and retirement-related holdings.

Velo3D director Stefan Krause exercised previously granted Restricted Stock Units, converting them into 3,188 shares of Common Stock. The Form 4 shows an exercise price of $10.00 per share for the common stock entry, and that Krause now directly holds 10,222 Common Stock shares after the transactions. Footnotes explain that each RSU represents a right to receive one share for no cash consideration and that the award vests in quarterly installments through June 27, 2026, conditioned on his continued service.

Velo3D director Stefan Krause exercised previously granted Restricted Stock Units, converting them into 3,188 shares of Common Stock. The Form 4 shows an exercise price of $10.00 per share for the common stock entry, and that Krause now directly holds 10,222 Common Stock shares after the transactions. Footnotes explain that each RSU represents a right to receive one share for no cash consideration and that the award vests in quarterly installments through June 27, 2026, conditioned on his continued service.

Velo3D, Inc. director Adrian Keppler reported a compensation-related equity transaction. He exercised Restricted Stock Units (RSUs) to acquire 3,188 shares of Common Stock, increasing his direct holdings to 10,060 shares after the transaction.

Each RSU represents a right to receive one share of Common Stock for no cash consideration. The RSU grant vests in 25% quarterly installments starting on June 27, 2025, with additional vesting on September 27, 2025, December 27, 2025, March 27, 2026, and June 27, 2026, subject to his continued service.

Velo3D, Inc. director Adrian Keppler reported a compensation-related equity transaction. He exercised Restricted Stock Units (RSUs) to acquire 3,188 shares of Common Stock, increasing his direct holdings to 10,060 shares after the transaction.

Each RSU represents a right to receive one share of Common Stock for no cash consideration. The RSU grant vests in 25% quarterly installments starting on June 27, 2025, with additional vesting on September 27, 2025, December 27, 2025, March 27, 2026, and June 27, 2026, subject to his continued service.

Velo3D, Inc. reported full-year 2025 revenue of $46.0 million, up from $41.0 million in 2024, but remained unprofitable with a 2025 GAAP net loss of $71.4 million and a gross margin of (16.1)%, driven in part by a roughly $7.0 million obsolete inventory write-down in the fourth quarter. Cash and cash equivalents increased to $39.0 million as of December 31, 2025, helped by a $30 million private placement and an aggregated $15 million debt-to-equity conversion that reduced debt by about 60%.

The company highlighted strong defense and aerospace momentum, including a $32.6 million Project FORGE contract with the Department of War and a multi‑year $11.5 million Rapid Production Solutions contract from a U.S. defense prime contractor, and is planning a long‑term capacity build-out envisioning up to approximately 400 production systems over the next decade. For 2026, Velo3D guides to revenue of $60–$70 million, sequential gross margin improvement to above 30% in the second half, non‑GAAP adjusted operating expenses of $45–$55 million, capital expenditures of $40–$50 million, and expects to achieve positive EBITDA in the second half of 2026, supported by additional planned capital raises. The board also appointed James Suva as Chief Financial Officer and principal financial and accounting officer, effective April 6, 2026, replacing Acting CFO Bernard Chung, who will continue as Corporate Controller.

Velo3D, Inc. reported full-year 2025 revenue of $46.0 million, up from $41.0 million in 2024, but remained unprofitable with a 2025 GAAP net loss of $71.4 million and a gross margin of (16.1)%, driven in part by a roughly $7.0 million obsolete inventory write-down in the fourth quarter. Cash and cash equivalents increased to $39.0 million as of December 31, 2025, helped by a $30 million private placement and an aggregated $15 million debt-to-equity conversion that reduced debt by about 60%.

The company highlighted strong defense and aerospace momentum, including a $32.6 million Project FORGE contract with the Department of War and a multi‑year $11.5 million Rapid Production Solutions contract from a U.S. defense prime contractor, and is planning a long‑term capacity build-out envisioning up to approximately 400 production systems over the next decade. For 2026, Velo3D guides to revenue of $60–$70 million, sequential gross margin improvement to above 30% in the second half, non‑GAAP adjusted operating expenses of $45–$55 million, capital expenditures of $40–$50 million, and expects to achieve positive EBITDA in the second half of 2026, supported by additional planned capital raises. The board also appointed James Suva as Chief Financial Officer and principal financial and accounting officer, effective April 6, 2026, replacing Acting CFO Bernard Chung, who will continue as Corporate Controller.

Velo3D, Inc. (VELO) received an updated Schedule 13D/A from investor group led by Arun Jeldi, disclosing beneficial ownership of 12,750,523 shares of common stock, or 48.6% of the company, based on 26,216,822 shares outstanding on March 4, 2026.

The filing shows 12,737,940 shares held by Arrayed Notes Acquisition Corp., a wholly owned subsidiary of Arrayed Additive, Inc., and 12,583 shares held directly by Mr. Jeldi. Control is concentrated because Mr. Jeldi is the sole equityholder of Arrayed Additive and Chief Executive Officer of both Arrayed Additive and Arrayed Notes Acquisition Corp.

The amendment details a March 4, 2026 transfer of a Senior Secured Convertible Promissory Note with $5,000,000 principal to Arrayed Notes Acquisition Corp. and its immediate conversion, with accrued interest, into 394,517 Velo3D shares. It also notes Mr. Jeldi’s 50,329 restricted stock unit award, with 12,583 RSUs vested on February 15, 2026 and the remaining 37,746 RSUs vesting quarterly over three years, subject to continued service.

The filing states that the holder may sell up to 3,098,438 registered “Resale Shares” under a Form S-3 registration statement and may seek charter changes to permit stockholder action by written consent and director removal with or without cause, reflecting potential future governance initiatives.

Velo3D, Inc. (VELO) received an updated Schedule 13D/A from investor group led by Arun Jeldi, disclosing beneficial ownership of 12,750,523 shares of common stock, or 48.6% of the company, based on 26,216,822 shares outstanding on March 4, 2026.

The filing shows 12,737,940 shares held by Arrayed Notes Acquisition Corp., a wholly owned subsidiary of Arrayed Additive, Inc., and 12,583 shares held directly by Mr. Jeldi. Control is concentrated because Mr. Jeldi is the sole equityholder of Arrayed Additive and Chief Executive Officer of both Arrayed Additive and Arrayed Notes Acquisition Corp.

The amendment details a March 4, 2026 transfer of a Senior Secured Convertible Promissory Note with $5,000,000 principal to Arrayed Notes Acquisition Corp. and its immediate conversion, with accrued interest, into 394,517 Velo3D shares. It also notes Mr. Jeldi’s 50,329 restricted stock unit award, with 12,583 RSUs vested on February 15, 2026 and the remaining 37,746 RSUs vesting quarterly over three years, subject to continued service.

The filing states that the holder may sell up to 3,098,438 registered “Resale Shares” under a Form S-3 registration statement and may seek charter changes to permit stockholder action by written consent and director removal with or without cause, reflecting potential future governance initiatives.