VELO · Velo3D, Inc.

Velo3D, Inc. has established a new at-the-market (ATM) equity offering program allowing it to sell up to $100 million of common stock through three sales agents: Needham & Company, LLC, Cantor Fitzgerald & Co., and Craig-Hallum Capital Group, LLC. This replaces a prior agreement solely with Needham from February 6, 2023, which was terminated effective May 15, 2026, without penalties. The new Sales Agreement, dated May 15, 2026, enables flexible, opportunistic share sales via Nasdaq Capital Market transactions at prevailing market prices, providing the company with potential non-dilutive capital access for working capital and general corporate purposes. Sales agents earn a 3.0% commission on gross proceeds and are reimbursed for certain expenses, with customary representations, indemnification, and termination provisions. Shares are issued under an effective shelf registration on Form S-3 (No. 333-294876), filed April 3, 2026 and effective April 8, 2026, supplemented by a prospectus filed May 15, 2026. Troutman Pepper Locke LLP opined that shares issued per the agreement will be validly issued, fully paid, and nonassessable. No sales are guaranteed, emphasizing the program's optional nature for liquidity management.