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

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1. Name and Address of Reporting Person * Xu Hull Hou Jun 2. Issuer Name and Ticker or Trading Symbol Velo3D, Inc. [VELO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CFO (Last) (First) (Middle) C/O VELO3D, INC., 2710 LAKEVIEW CT 3. Date of Earliest Transaction (Month/Day/Year) 08/25/2025 (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 08/25/2025(1) M 119 A $3.89 2,824(2) D Common Stock 08/25/2025(1) F 43 D $3.89 2,781 D Common Stock 08/25/2025(1) M 3,365 A $3.89 6,146 D Common Stock 08/25/2025(1) F 1,204 D $3.89 4,942 D

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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

Restricted Stock Units

(3)

08/25/2025(1)

M

119

(4)

(4)

Common Stock

119

$ 0

51,778(2)(6)

D

Restricted Stock Units

(3)

08/25/2025(1)

M

3,365

(5)

(5)

Common Stock

3,365

$ 0

48,413(7)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Xu Hull Hou Jun C/O VELO3D, INC. 2710 LAKEVIEW CT FREMONT, CA 94538			CFO

Signatures

/s/ Bernard Chung as attorney-in-fact for Hull Xu		10/01/2025
**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)	The reporting person's restricted stock units were originally scheduled to vest on August 15, 2025. At the request of the issuer, the release and settlement of such shares was administratively delayed until August 25, 2025 in connection with the issuer's transition to the Nasdaq Capital Market. The transaction date reported reflects the actual release date.
(2)	Reflects the 1-for-15 reverse stock split effected by the Issuer on July 25, 2025.
(3)	Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock upon settlement for no consideration.
(4)	The Restricted Stock Units (RSUs) will vest as follows: 25% will vest after one year starting in April 2024, with the remaining shares vesting quarterly over the following three years. This is contingent upon the continued service of the reporting person on each vesting date.
(5)	The Restricted Stock Units (RSUs) will vest as follows: 25% will vest after one year starting in May 2025, with the remaining shares vesting quarterly over the following three years. This is contingent upon the continued service of the reporting person on each vesting date.
(6)	Reflects an adjustment to a previously reported amount on 09/24/2025 from 61,077 to 51,778 due to a clerical error.
(7)	Reflects an adjustment to a previously reported amount on 09/24/2025 from 64,442 to 48,413 due to a clerical error.

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