Velo3D, Inc. Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

Basic and Diluted Net Loss per Share

Basic and Diluted Net Loss per Share

9 Months Ended

Sep. 30, 2026

Note 3. Basic and Diluted Net Loss per Share

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2026			2025			2026			2025
	(In thousands, except share and per share data)						(In thousands, except share and per share data)
Numerator:
Net loss	$	(16,692	)	$	(11,188	)	$	(33,608	)	$	(49,465	)
Denominator:
Weighted average shares outstanding — basic and diluted		32,199,624			17,124,361			28,915,965			14,868,372

Net loss per share — basic and diluted	$	(0.52	)	$	(0.65	)	$	(1.16	)	$	(3.33	)

The following potentially dilutive common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because their inclusion would have been antidilutive:


	For the Three and Nine Months Ended September 30,
	2026		2025

Common stock warrants		11,986		36,892
Common stock options		968,488		4,247
Restricted stock units		1,187,563		964,359
Total potentially dilutive common stock equivalents		2,168,037		1,005,498

The table above excludes, for the nine months ended September 30, 2026 and 2025, earnout shares that were contingently issuable under the Business Combination Agreement, as the applicable triggering events had not been achieved. Up to 41,444 earnout shares were issuable in the aggregate. Of those, 35,552 remained contingently issuable as of September 30, 2025 and 35,512 as of September 29, 2026, the remainder having ceased to be issuable because the holders of the rollover stock options to which they related were no longer in service with the Company. The earnout period ended on September 29, 2026 without any triggering event having occurred, and no earnout shares were issued.