Velo3D, Inc.·4

Mar 6, 4:02 PM ET

Thieneman Kenneth Dale 4

4 · Velo3D, Inc. · Filed Mar 6, 2026

Research Summary

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Velo3D Director Kenneth Thieneman Receives 10M-Share Derivative

What Happened

  • Kenneth Dale Thieneman, a director of Velo3D, Inc. (VELO), is reported to have acquired a derivative award of 10,000,000 shares on August 19, 2025. The Form 4 shows the acquisition price as $0.00 (transaction code A — grant/award).
  • The filing’s footnote explains the award consists of a Senior Secured Convertible Promissory Note dated February 10, 2025, with $10,000,000 principal held by Thieneman Construction, Inc., which, effective August 19, 2025 (upon the company’s Nasdaq listing), had the right to convert all or part of the note into shares at $10.50 per share.

Key Details

  • Transaction date: 2025-08-19 (reported on Form 4 filed 2026-03-06).
  • Reported acquisition: 10,000,000 derivative shares at $0.00 (code A).
  • Conversion terms (footnote): $10,000,000 principal convertible at $10.50 per share.
  • If converted strictly at $10.50, $10M would equal ~952,381 shares (simple division); the Form 4 reports 10,000,000 derivative shares as the reported acquisition item.
  • Shares owned after the transaction: not specified in the disclosed summary.
  • Filing timeliness: The Form 4 was filed on March 6, 2026 for an August 19, 2025 transaction — a delayed filing. Late disclosures reduce the immediacy of investor information.

Context

  • This is a derivative acquisition (a conversion right tied to a convertible note), not an immediate open-market purchase of common stock. Conversion would require exercising the note per its terms.
  • Derivative entries can reflect financing arrangements, not direct cash purchases or sales of stock by the insider; they should be read as changes in contractual rights rather than immediate share transfers.

Insider Transaction Report

Form 4
Period: 2025-08-19
Transactions
  • Award

    12.0% Senior Secured Convertible Promissory Note

    [F1]
    2025-08-19+10,000,00010,000,000 total(indirect: See Note)
    Exercise: $10.50From: 2025-08-19Exp: 2027-02-14Common Stock (952,380 underlying)
Footnotes (1)
  • [F1]Consists of a Senior Secured Convertible Promissory Note dated February 10, 2025 (the "February Note") in the principal amount of $10,000,000, held by Thieneman Construction, Inc., an Indiana corporation. Effective as of August 19, 2025, upon the listing of the shares of common stock, par value $0.00001 per share, of Velo3D, Inc. (the "Company") on the Nasdaq Capital Market, the Reporting Person had the right, at its option, to convert all or any portion of the outstanding principal amount of the February Note into Shares at a conversion price of $10.50 per Share.
Signature
/s/ Bernard Chung as attorney-in-fact for Kenneth Dale Thieneman|2026-03-06

Documents

1 file
  • 4
    ownership.xmlPrimary

    4