{"url_path":"/sec/vldxw/8-k/2026-04-27/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1825079/0001493152-26-019014-index.html","accession_number":"0001493152-26-019014","cik":"0001825079","ticker":"VELO","issuer_name":"Velo3D, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1825079/0001493152-26-019014-index.html","primary_entity_key":"0001825079","primary_entity_name":"Velo3D, Inc."},"word_count":492,"has_tables":true,"body_markdown":"** **\n\n****\n\n \n\n \n\n** **\n\n**Item\n5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.**\n\n** **\n\nThe\nCompany is filing this Amendment to clarify that the Compensation Committee expects to make a one-time performance-based stock option\naward to Mr. Jeldi, our Chief Executive Officer, in 2026 (the “2026 Performance Award”). The Original Form 8-K erroneously\nindicated that the award would be an annual award, which did not accurately reflect the Compensation Committee’s intent. Instead,\nthe 2026 Performance Award is intended to replace routine annual equity grants to Mr. Jeldi for a four year period (2026 through 2029).\nThe 2026 Performance Award has been designed in consultation with the Compensation Committee’s independent compensation consultant.\n\n \n\nThe\n2026 Performance Award is expected to be sized at 3% of the total outstanding common stock of the Company on the grant date, have a ten-year\nterm and have an exercise price equal to the fair market value per share of the Company’s common stock on the grant date. The 2026\nPerformance Award is expected to vest upon the achievement of the following market capitalization milestones within five years following\nthe grant date: 10% of the options will vest when the Company’s market capitalization reaches $1 billion; an additional 20% when\nit reaches $3 billion; an additional 30% when it reaches $5 billion; and the final 40% when it reaches $10 billion, provided in each\ncase that Mr. Jeldi remains in service with the Company through the achievement of the applicable valuation milestone.\n\n \n\nThe\nCompensation Committee expects to grant the 2026 Performance Award shortly following the Company’s 2026 annual meeting of stockholders.\nHowever, if there are not then sufficient shares available for the award under the Company’s equity incentive plan (the “EIP”),\nthe Compensation Committee will need to take a different approach. In that case, the Compensation Committee may choose to grant a portion\nof the award to Mr. Jeldi with respect to shares then available under the EIP and issue the remainder of the award to Mr. Jeldi after\nthe automatic January 1, 2027 evergreen increase in the shares subject to the EIP, or it may choose to provide compensation to Mr. Jeldi\non different terms.\n\n \n\nThe\nforegoing description of Mr. Jeldi’s 2026 Performance Award does not purport to be complete and is qualified in its entirety by\nthe full text of the applicable award agreement, which the Company intends to file as an exhibit to the Company’s applicable periodic\nreport after the award is granted.\n\n \n\nExcept\nas expressly set forth in this Amendment, the Original Form 8-K is not being amended or updated by this Amendment and remains in effect\nas of its original filing date.\n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned hereunto duly authorized.\n\n \n\n \n**Velo3D,\nInc.**\n\n \n \n \n\nDate:\nApril 27, 2026\nBy: \n*/s/\nJames Suva*\n\n \n \nJames\nSuva\n\n \n \nChief\nFinancial Officer"}