UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~June~~July 2913, 2026

Velo3D, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-39757	98-1556965
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


2710 Lakeview Court,
Fremont,	California	94538
(Address of principal executive offices)		(Zip Code)

(408) 610-3915

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.00001 par value per share	VELO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Performance-Based~~On ~~Stock~~July ~~Option~~13, ~~Award~~2026, toVelo3D, ~~CEO~~Inc. (the "Company") entered into registration rights agreements (each, a "Registration Rights Agreement") with each of Arrayed Notes Acquisition Corp. ("Arrayed") and Thieneman Construction, Inc. ("Thieneman" and, together with Arrayed, the "Holders").

OnThe ~~June~~Company 29previously issued to Arrayed a Senior Secured Convertible Promissory Note dated January 7, ~~2026~~2025, as amended, in the ~~Compensation~~principal ~~Committee~~amount of ~~the~~$5,000,000, ~~Board~~and ofto ~~Directors~~Thieneman (a Senior Secured Convertible Promissory Note dated February 10, 2025, as amended, in the ~~“Compensation~~principal ~~Committee”)~~amount of ~~Velo3D~~$10,000,000 ~~Inc.~~ (together, the ~~“Company”~~"Notes"). ~~granted~~Following tothe ~~Arun~~Holders' ~~Jeldi~~conversion of the Notes on March 4, 2026, the Company’s ~~Chief~~issued ~~Executive Officer~~394,517 ashares ~~performance-based~~of ~~stock~~its ~~option~~common ~~award~~stock into ~~respect~~Arrayed ofand ~~964~~1,~~474~~145,830 shares of its common stock ~~(“Shares”)~~to ofThieneman ~~the Company~~ (collectively, the ~~“2026~~"Conversion ~~Performance Award”~~Shares"). ~~The~~Pursuant ~~2026~~to ~~Performance~~the ~~Award~~conversion isprovisions of the ~~award~~Notes, ~~described~~the inCompany entered into the ~~Company’s~~Registration ~~Form~~Rights ~~8-K/A~~Agreements ~~filed~~to ~~with~~grant ~~the~~registration ~~Securities~~rights ~~and~~to ~~Exchange~~the ~~Commission~~Holders onwith ~~April~~respect ~~27,~~to ~~2026~~the Conversion Shares.

~~The~~Each ~~2026~~Registration ~~Performance~~Rights ~~Award~~Agreement ~~has~~provides ~~an exercise price equal to $18.40 (~~the ~~closing~~applicable ~~price~~Holder of the Company’s Shares on the grant date) and was made under the Company’s 2021 Equity Incentive Plan. The award will vest and become exercisable upon the achievement of the following milestones within five years following the grant date: (i) the option will vest with ~~respect~~up to ~~10%~~two ~~of the Shares subject thereto when the Company’s~~ “~~market capitalization~~demand” ~~(as~~registrations, ~~defined~~subject into ~~the~~a ~~award~~minimum ~~agreement)~~anticipated ~~reaches~~aggregate $1offering ~~billion;~~price ~~(ii) the option will vest with respect to an additional 20%~~ of ~~the Shares subject thereto when the market capitalization reaches~~ $32,500,000 ~~billion;~~in ~~(iii)~~ the ~~option~~case ~~will vest with respect to an additional 30%~~ of ~~the~~Arrayed ~~Shares subject thereto when the market capitalization reaches $5 billion;~~ and ~~(iv) the option will vest with respect to the final 40% of the Shares subject thereto when the market capitalization reaches~~ $~~10 billion~~5,000,000 ~~provided~~ in ~~each~~the case ~~that Mr. Jeldi remains in service with the Company through the achievement~~ of ~~the applicable valuation milestone. Once vested~~Thieneman, ~~the~~as ~~award~~well ~~will~~as ~~generally~~customary ~~remain~~"piggyback" ~~exercisable~~registration ~~until~~rights. ~~the~~Each ~~earlier~~Registration ofRights ~~the~~Agreement ~~10th~~also ~~anniversary~~contains ofcustomary ~~the~~provisions ~~grant~~regarding ~~date~~registration orprocedures, ~~the~~expense ~~first~~allocation, ~~anniversary~~indemnification, ofdeferral ~~the~~rights ~~cessation~~and ofsuspension Mrrights. ~~Jeldi’s service with the Company.~~

~~The~~Arrayed ~~foregoing~~is ~~description~~an affiliate of ~~the~~Arun ~~2026~~Jeldi, ~~Performance~~the ~~Award~~Company's ~~does~~Chief ~~not~~Executive ~~purport~~Officer ~~to be complete~~ and isChairman ~~qualified~~of inthe ~~its~~Board. ~~entirety~~Other bythan ~~reference~~as todescribed herein, the ~~full~~terms ~~text~~ of the ~~award~~Arrayed ~~agreement,~~Registration ~~which~~Rights isAgreement ~~filed~~are assubstantially ~~Exhibit~~identical ~~10.1~~to ~~hereto~~those ~~and~~of ~~incorporated~~the ~~herein~~Thieneman byRegistration ~~reference~~Rights Agreement.

~~Change~~The inforegoing ~~Control~~description of the Registration Rights Agreements ~~with~~does ~~CEO~~not purport to be complete and is qualified in its entirety by reference to the full text of each agreement, ~~CFO~~copies of which are filed as Exhibit 10.1 and ~~Chief~~Exhibit ~~Revenue~~10.2 ~~Officer~~to this Current Report on Form 8-K and are incorporated herein by reference.

On June 29, 2026, the Compensation Committee authorized the Company’s entry into Change in Control Agreements with each of Mr. Jeldi, James Suva, the Company’s Chief Financial Officer, and Michelle Sidwell, the Company’s Chief Revenue Officer (each, a “CIC Agreement”). Each CIC Agreement provides that, in the event of a termination by the Company of the executive’s employment other than for “cause” or the executive’s resignation for “good reason,” in each case within the period beginning three months prior to and ending twelve months following a “change in control” (each as defined in the CIC Agreement), the executive will receive the following severance benefits: (1) a lump sum payment equal to (a) the executive’s then-current annual base salary, (b) the executive’s then-current target annual bonus, and (c) a pro-rata portion of the executive’s target annual bonus for the year of the termination, (2) vesting of any then outstanding and unvested time-based equity awards, and (3) 12 months of premiums for continued medical benefits.

The payment or provision of these severance benefits is conditioned on the executive’s execution of a general release of claims against the Company and its affiliates. These severance benefits, when combined with any other transaction-related compensation payable to the executive, will be reduced to the maximum amount that would not trigger an excise tax under the so-called “golden parachute” rules of Sections 280G and 4999 of the Internal Revenue Code, but only if such reduction would result in a greater net after-tax amount to the executive than if no reduction were made and the executive paid the excise tax.

The foregoing description of the CIC Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of those agreements, which are filed as Exhibits 10.2, 10.3 and 10.4 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

10.1 ~~Notice~~Registration ofRights ~~Stock~~Agreement, ~~Option~~dated ~~Grant~~July ~~and~~13, ~~Stock~~2026, ~~Option~~by ~~Agreement~~and between ~~the~~Velo3D, ~~Company~~Inc. and ~~Arun~~Arrayed ~~Jeldi~~Notes ~~dated~~Acquisition ~~June 29, 2026~~Corp.

10.2 ~~Change~~ Registration inRights ~~Control~~ Agreement, ~~between~~dated ~~the~~July ~~Company~~13, 2026, by and ~~Arun~~between ~~Jeldi~~Velo3D, ~~dated~~Inc. ~~June~~and 30Thieneman Construction, ~~2026~~Inc.

10.3 Change in Control Agreement between the Company and James Suva dated June 30, 2026

10.4 Change in Control Agreement between the Company and Michelle Sidwell dated June 30, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Velo3D, Inc.
Date:	July 114, 2026	By:	/s/ James Suva
		Name:	James Suva
		Title:	Chief Financial Officer

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