Velo3D, Inc. 8-K

What Happened

• Velo3D, Inc. (VELO) announced on March 4, 2026 that it amended two previously issued senior secured convertible promissory notes (the January 2025 Note and the February 2025 Note). The amendments give the note holders expanded ability to convert outstanding principal—and in the amended terms, accrued and unpaid interest—into shares of Velo3D common stock at the holders' option.
• The January 2025 Note was originally a $5.0 million note issued to Thieneman Properties on January 7, 2025 (later transferred to Arrayed Notes Acquisition Corp., controlled by CEO Arun Jeldi). The February 2025 Note was a $10.0 million note issued to Thieneman Construction on February 10, 2025. Both notes had been previously amended on August 14, 2025 to extend maturity to February 14, 2027, reduce interest to 12% per annum, and set conversion prices ($16.38 for the January note; $10.50 for the February note). Except as amended on March 4, 2026, the prior note terms remain in effect.

Key Details

• January 2025 Note principal: $5,000,000; conversion price previously set at $16.38 per share; holder transferred to Arrayed (controlled by CEO Arun Jeldi).
• February 2025 Note principal: $10,000,000; conversion price previously set at $10.50 per share; holder is Thieneman Construction.
• Both notes: maturity extended to February 14, 2027 and interest rate reduced to 12% p.a. by prior amendment; March 4, 2026 amendments explicitly allow holder conversion of principal and, in the February note amendment, accrued unpaid interest may also be convertible.
• Amendments filed as Exhibits 10.1 and 10.2 to the 8-K.

Why It Matters

• The new conversion rights increase the potential for these debt balances to be converted into common stock, which could increase shares outstanding and dilute existing shareholders if holders choose to convert.
• The transactions involve related parties (entities controlled by a board member, Kenneth Thieneman, and a note transferred to an entity controlled by CEO Arun Jeldi), which is material for investors evaluating corporate governance and related-party financing arrangements.
• Investors should note the amended terms (conversion mechanics, conversion prices, interest convertibility, maturity and interest rate) when assessing Velo3D’s capital structure and potential future dilution.