Velo3D Inc.

03/06/2026 | Press release | Distributed by Public on 03/06/2026 15:05

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Jeldi Arun
2. Issuer Name and Ticker or Trading Symbol
Velo3D, Inc. [VELO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
C/O 2710 LAKEVIEW CT,
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026
(Street)
FREMONT, CA 94538
4. If Amendment, Date 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
(City) (State) (Zip)
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
Common Stock 03/04/2026 C 394,517 A $16.38 12,737,940 I See Note(1)
Common Stock 37,746 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
12.0% Senior Secured Convertible Promissory Note $16.38 03/04/2026 P(2) 5,000,000 03/04/2026 02/14/2027 Common Stock 305,250 $6,390,707.73 5,000,000 I See Note(1)
12.0% Senior Secured Convertible Promissory Note $16.38 03/04/2026 C(3) 5,000,000 03/04/2026 02/14/2027 Common Stock 305,250(3) $ 0 0 I See Note(1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jeldi Arun
C/O 2710 LAKEVIEW CT,
FREMONT, CA 94538
X X CEO

Signatures

/s/ Bernard Chung as attorney-in-fact for Arun Jeldi 03/06/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Held by Arrayed Notes Acquisition Corp. ("Arrayed"), a wholly owned subsidiary of Arrayed Additive, Inc. The Reporting Person is the Chief Executive Officer and President and sole equity holder of Arrayed Additive, Inc. and is the Chief Executive Officer of Arrayed.
(2) Consists of a Senior Secured Convertible Promissory Note dated January 7, 2025 (the "January Note") in the principal amount of $5,000,000, held by Arrayed. The Reporting Person has the right, at its option, to convert all or any portion of the $5,000,000 principal amount of the January Note, together with accrued and unpaid interest thereon, into shares of common stock, par value $0.00001 per share, of Velo3D, Inc. (the "Company").
(3) On March 4, 2026, Arrayed delivered a Notice of Conversion to the Company, for the conversion of $5,000,000 of principal amount of the January Note, together with accrued and unpaid interest thereon, into 394,517 shares of common stock of the Company.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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