Entry into a Material Definitive Agreement. On July 13, 2026, Velo3D, 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"). The Company previously issued to Arrayed a Senior Secured Convertible Promissory Note dated January 7, 2025, as amended, in the principal amount of $5,000,000, and to Thiene…

The filing describes compensatory arrangements and change in control agreements for senior executives.

The filing is about an amendment to the equity incentive plan, not a management change.

Entry Into A Material Definitive Agreement On May 15, 2026, Velo3D, Inc. (the “Company”) entered into a sales agreement (the “Sales Agreement”) with Needham & Company, LLC, Cantor Fitzgerald & Co. and Craig-Hallum Capital Group, LLC (each, a “Sales Agent,” and collectively, the “Sales Agents”), acting as sales agents and/or principals. Pursuant to the terms of the Sales Agreement, the Company may sell from time to time to or through any Sales Agent shares of the Company’s common stock, par va…

Termination of a Material Definitive Agreement In connection with the Company’s entry into the Sales Agreement described in

and Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The filing clarifies details of a future performance-based stock option award to the CEO.

Entry Into A Material Definitive Agreement On April 27, 2026, Velo3D, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co., as underwriter (the “Underwriter”), relating to the offer and sale in a firm commitment underwritten registered direct offering (the “Offering”) of 3,571,428 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share. The Shares will be sold at a public offering price per share of $…

Chief Financial Officer — James Suva: James Suva was appointed as the new Chief Financial Officer of Velo3D, Inc.

Results of Operations and Financial Condition. On March 24, 2026, Velo3D, Inc. (the “Company”) issued a press release announcing its financial results for the three and twelve months ended December 31, 2025 (the "Press Release"). In the Press Release, the Company also announced that it would be holding a conference call on March 24, 2026 at 2:00 p.m. Pacific Time to discuss its financial results for the three and twelve months ended December 31, 2025. On March 24, 2026, the Company also publi…

Chief Financial Officer — James Suva: Appointment of James Suva as Chief Financial Officer.

Entry into a Material Definitive Agreement. Amendment of January 2025 Senior Secured Convertible Secured Note As previously reported, on January 7, 2025, Velo3D, Inc. (the “Company”) issued a Senior Secured Convertible Promissory Note in the principal amount of $5,000,000 (the “January 2025 Note”) to Thieneman Properties, LLC (the “Thieneman Properties”), an Indiana limited liability company controlled by Kenneth Thieneman, a member of the board of directors of the Company. On August 14, 2025…

The filing details compensation updates for the CEO, which is not a management change.

Other Events. On December 22, 2025, the Company issued a press release announcing the Private Placement. A copy of the Company’s press release is attached as Exhibit 99.1 hereto.

Entry into a Material Definitive Agreement. Private Placement On December 22, 2025, Velo3D, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional accredited investors (the “Purchasers”), for the issuance and sale in a private placement of an aggregate of 3,636,363 shares of the Company’s common stock, par value $0.00001 per share (the “Shares”), at a purchase price of $8.25 per share. The foregoing transaction is referred to he…

Unregistered Sales of Equity Securities. The information regarding the Private Placement included in

Regulation FD Disclosure. On December 22, 2025, Velo3D, Inc. (the “Company”) issued a press release announcing its entrance into a contract with the U.S. Department of War’s Defense Innovation Unit to eliminate critical defense manufacturing bottlenecks. Separately, due to the extended government shutdown during the fourth quarter of 2025, which impacted all government entities and resulted in limitations on the Company’s ability to execute on its normal business operations, the Company is re…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The disclosures set forth in

Entry into a Material Definitive Agreement. On December 8, 2025, Velo3D, Inc. (the “Company”) and Varilease Finance, Inc. (“Varilease”) entered into a Sale Leaseback Agreement (the “Sale Leaseback Agreement”) pursuant to which the Company agreed to sell to Varilease, and subject to the conditions set forth therein, Varilease agreed to purchase from the Company, assorted Velo3D Sapphire and Sapphire XC metal 3D printers and post processing tools and equipment owned and used by the Company (the…

Completion of Acquisition or Disposition of Assets The disclosures set forth in

Chief Financial Officer — Hull Xu: Mr. Hull Xu resigned as Chief Financial Officer with no immediate successor named.

Results of Operations and Financial Condition. On November 10, 2025, Velo3D, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2025 (the "Press Release"). In the Press Release, the Company also announced that it would be holding a conference call on November 10, 2025 at 2:00 p.m. Pacific Time to discuss its financial results for the three and nine months ended September 30, 2025. A copy of the Press Release is furnis…

Entry into a Material Definitive Agreement. On August 19, 2025, Velo3D, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC, as representative of the several underwriters named therein (the “Representative”), relating to the public offering of 5,833,333 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share, at a purchase price per share of $3.00 (the “Offering Price”). Pursuant to the Unde…

Entry into a Material Definitive Agreement. Amendment of January Senior Secured Convertible Secured Note As previously reported, on January 7, 2025, Velo3D, Inc. (the “Company”) issued a Senior Secured Convertible Promissory Note in the principal amount of $5,000,000 (the “January Note”) to Thieneman Properties, LLC (the “Holder”), an Indiana limited liability company controlled by Kenneth Thieneman, a member of the board of directors of the Company. Prior to the amendments described below, t…

Results of Operations and Financial Condition. On August 6, 2025, Velo3D, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2025 (the "Press Release"). In the Press Release, the Company also announced that it would be holding a conference call on August 6, 2025 at 2:00 p.m. Pacific Time to discuss its financial results for the three and six months ended June 30, 2025. A copy of the Press Release is furnished as Exhibit 99.…