VELO · Velo3D, Inc.

This amendment provides critical clarification on CEO Arun Jeldi's equity compensation, aligning it with the Compensation Committee's intent for a single, long-term performance award rather than recurring annual grants. The structure ties vesting directly to significant market capitalization achievements, incentivizing substantial value creation for shareholders over a five-year window post-grant. With potential full vesting requiring a $10 billion market cap, it underscores aggressive growth expectations. The sizing at 3% of outstanding shares represents material dilution upon vesting, though performance hurdles mitigate immediate impact. Grant timing hinges on the 2026 annual meeting and EIP capacity, with contingencies for insufficient shares including phased grants or alternative terms. This enhances transparency on executive alignment with long-term shareholder value.