Form 8-K

8-K — Velo3D, Inc.

Accession: 0001493152-26-015363

Filed: 2026-04-07

Period: 2026-04-06

CIK: 0001825079

SIC: 3559 (SPECIAL INDUSTRY MACHINERY, NEC)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

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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): April 6, 2026

Velo3D,

Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-39757

98-1556965

(State

or other jurisdiction

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 ☐

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

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

previously disclosed, on March 20, 2026, the board of directors (the “Board”) of Velo3D, Inc. (the “Company”)

appointed James Suva as Chief Financial Officer and principal financial and accounting officer of the Company, effective April 6, 2026.

In connection with his appointment as Chief Financial Officer, Mr. Suva entered into an offer letter on

April 6,

2026 (the “Offer Letter”) with the Company,

effective March 5, 2026. Pursuant to the terms

of the Offer Letter, Mr. Suva will receive an annual base salary of $380,000 and his target bonus for fiscal 2026 will be 70% of his

base salary.

The

Compensation Committee of the Board approved a grant to Mr. Suva of 135,000 restricted stock units (“RSUs”) pursuant to the

Company’s 2021 Equity Incentive Plan, with a grant date of April 6, 2026. The RSUs will vest in accordance with the following schedule:

25% of the RSUs will vest on May 15, 2027, and 1/16th of the RSUs will vest on each Quarterly Vest Date (as defined below)

thereafter, subject to the terms of the applicable RSU agreement, including, without limitation, Mr. Suva’s continued service to

the Company and/or any of its subsidiaries. “Quarterly Vest Date” means each of February 15, May 15, August 15 and November

15.

The

Offer Letter provides for a term that is at-will, with termination at the election of either party. The Offer Letter also contains customary

restrictive covenants in favor of the Company relating to confidentiality.

The

foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by the full text of the Offer

Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

10.1†

Offer

Letter, entered

into on April 6,

2026, by and between Velo3D, Inc. and James Suva, effective

March 5, 2026

104

Cover

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

†

Portions of this exhibit (indicated with markouts) have been redacted in accordance with Item 601(a)(6) of Regulation S-K under the Securities

Exchange Act of 1934, as amended.

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:

April 6, 2026

By:

/s/

James Suva

James

Suva

Chief

Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

Certain

information in this document indicated with “[*]” has been omitted from this exhibit because disclosure of such information

would constitute a clearly unwarranted invasion of personal privacy.

Employment

Offer Letter

March

5, 2026

CONFIDENTIAL

VIA

James

Suva

[*]

Email:

[*]

Re: Offer

of Employment

Dear

Jim:

am delighted to provide you with this formal offer of employment with Velo3d, Inc. (the “Company”). We enjoyed getting to

know you during the interview process, believe you have the qualifications to be successful here, and are excited about the prospect

of you joining our team.

The

details of the employment offer are as follows:

Employment

Start Date: We would like to schedule you to start on April 6, 2026. If this is not feasible, please contact me so that

we can discuss alternative dates.

Position:

You will hold the position of Chief Financial Officer, reporting to Arun Jeldi, Chief Executive Officer. This is a regular full-time

position. Your primary work location will be: 2710 Lakeview Court, Fremont, CA 94538.

Compensation:

Your starting salary will be $380,000.00 dollars ($15,833.33) per pay period, payable in accordance with the Company’s

standard semi-monthly payroll schedule (on or about the 15th and the last day of each month). Your position is classified

as exempt from overtime.

You

will be eligible to participate in the Company’s 2026 Individual Performance-Based Bonus Program (the “Bonus Program”)

at an annual target of 70% percent of your Base Salary, prorated from your start date. Bonus payouts will be based on achievement

of company targets defined by the Company’s Board of Directors (the “Board”), individual performance objectives defined

in partnership with your manager, and bonus adjustment factor based on ratings. Bonus Programs are subject to the terms and conditions

of the applicable bonus plan established by the Company, which may be amended or terminated at any time.

[DATE]

Page 2

Restricted

Stock Units (RSUs): The Company will recommend to the Board of Directors that you be granted 135,000 Restricted Stock Units

(RSUs) under the Company’s 2021 Equity Incentive Plan. Any RSU grant is subject to approval by the Board or its Compensation

Committee.

approved, the RSUs will vest over four (4) years, with 25% vesting after the first year, and the remaining 75% vesting in equal

quarterly installments over the following three years, subject to the terms of the applicable RSU Agreement. Details of the grant,

including vesting schedule and other conditions, will be provided upon approval.

Please

note that the Company makes no guarantee regarding the future value of the RSUs.

Benefits:

You will be eligible to participate in regular health insurance, bonus, paid time off, and other employee benefit plans established by

the Company for its employees on the date of hire.

At-Will

Employment: Consistent with state law, your employment with the Company will be “at-will.” This means that your employment

with the Company will not last for any specific period of time, and either you or the Company can terminate your employment without notice

and for any reason or for no reason. This letter will reflect the final, total and complete agreement between you and the Company regarding

how your employment may be terminated. The “at-will” nature of your employment may only be changed if an officer of the Company

(other than you) signs a written contract which explicitly changes at-will status.

Introductory

Period: The first 90 days of your employment will serve as an introductory period. At or near the end of the introductory period,

the Company intends to evaluate your performance and suitability for the position. The Company may extend the introductory period at

its discretion. Successful completion of the introductory period would not change your at-will status. Employment remains at-will both

during and after the introductory period.

Post-Offer

Conditions: In accordance with federal law, the Company conditions this offer upon your providing appropriate documentation within

three (3) business days of your hire date demonstrating that you have authorization to work in the United States. If you have questions

about this requirement, which applies to U.S. citizens and non-U.S. citizens alike, you may contact Human Resources.

Also,

the Company conditions this offer upon a satisfactory verification of criminal, education, driving and/or employment background. This

offer can be rescinded based upon data received in the verification. This offer is also conditioned upon your signing and returning with

this letter the enclosed Employee Confidentiality and Invention Assignment Agreement, Arbitration Agreement.

[DATE]

Page 3

Current/Prior

Employer Obligations: We wish to impress on you that you must not bring to the Company any confidential or proprietary information

or material of any former employer, disclose or use such information or material in the course of your employment with the Company, or

violate any other obligation to your former employers. You hereby represent that your signing of this offer letter and your commencement

of employment with the Company will not violate any agreement currently in place between yourself and current or past employers.

Offer

Acceptance: In order to accept this offer, you must sign this letter and the other documents enclosed for your signature, and

I must receive them back before close of business on March 13, 2026. This offer, once accepted, constitutes the entire agreement between

you and Velo3D, Inc. with respect to the subject matter hereof and supersedes and replaces any and all prior agreements or representations

relating to such subject matter. If you have any questions about this letter, then before signing please contact me.

hope that you will accept our offer and look forward to having you join us.

Sincerely,

Arun

Jeldi

Chief

Executive Officer

_________________________________, have read this letter and understand its terms. By signing below, I accept the offer of employment

this letter makes. I agree to report for my first day of work on April 6. 2026.

Date:

Signature:

James

Suva

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