Note 10. Equity Instruments

Common stock

Our authorized share capital consists of 500,000,000 shares of common stock, par value $0.00001 per share, and 10,000,000 shares of preferred stock, par value $0.00001 per share. As of September 30, 2026, we had 32,260,870 shares of common stock issued and outstanding. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders but are not entitled to cumulative voting rights, are entitled to receive ratably such dividends as may be declared by the Company’s Board of Directors out of funds legally available therefor subject to preferences that may be applicable to any shares of redeemable convertible preferred stock currently outstanding or issued in the future, are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding redeemable convertible preferred stock in the event of

the Company’s liquidation, dissolution, or winding up, have no preemptive rights and no right to convert their common stock into any other securities, and have no redemption or sinking fund provisions applicable to the common stock.

December 2025 Private Investment in Public Equity - "2025 PIPE"

On December 22, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional accredited investors (the “Purchasers”), for the issuance and sale in a private placement of an aggregate of 3,636,363 shares of the Company’s common stock, par value $0.00001 per share (the “Shares”), at a purchase price of $8.25 per share. The foregoing transaction is referred to herein as the “2025 PIPE.”

On December 23, 2025, the parties consummated the 2025 PIPE. The aggregate gross proceeds to the Company from the 2025 PIPE was approximately $30 million, before deducting placement agent fees and other offering expenses of $2.0 million. The Company intends to use the net proceeds of this offering for working capital, capital expenditures and general corporate purposes.

April 2026 Registered Direct Offering

On April 27, 2026, the Company entered into an Underwriting Agreement with Cantor Fitzgerald & Co., as underwriter, relating to a firm commitment underwritten registered direct offering of 3,571,428 shares of the Company's common stock at a public offering price of $14.00 per share.

Gross proceeds were approximately $50.0 million before underwriting discounts, commissions and other offering expenses of $3.4 million. Net proceeds were used for working capital, capital expenditures and other general corporate purposes.

Common Stock Reserved for Future Issuance

On April 3, 2026, the Company filed a shelf registration statement on Form S-3 with the SEC, which became effective on April 8, 2026 (the “Shelf Registration Statement”). Under the Shelf Registration Statement, the Company may offer and sell, from time to time, up to an aggregate of $500 million of shares of common stock, preferred stock, debt securities, warrants and units, individually or in any combination, in one or more offerings.

On April 3, 2026, the Company filed a registration statement on Form S-8 with the SEC to register (i) 1,230,382 additional shares of common stock, par value $0.00001 per share, available for issuance under the Company’s 2021 Equity Incentive Plan (the “2021 EIP”), pursuant to the evergreen provisions of the 2021 EIP, and (ii) 246,076 additional shares of common stock, par value $0.00001 per share, under the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”), pursuant to the evergreen provisions of the 2021 ESPP.

On May 15, 2026, the Company entered into the Sales Agreement with Needham, Cantor and Craig-Hallum, as agents, pursuant to which the Company may offer and sell, from time to time through the agents, shares of the Company’s common stock having an aggregate offering price up to $100 million, pursuant to the Shelf Registration Statement. Sales of shares, if any, under the Sales Agreement may be made in any transactions permitted by law that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act. Through September 30, 2026, the Company sold approximately 2.2 million shares of common stock pursuant to the Sales Agreement for aggregate gross proceeds of approximately $59.4 million. After deducting commissions and other offering costs of approximately $2.0 million, the Company received net proceeds of approximately $57.4 million.

At the Company's 2026 Annual Meeting of Stockholders, stockholders approved an amendment to the 2021 EIP to increase the aggregate number of shares authorized for issuance under the plan by 2,860,000 shares, to increase the aggregate number of shares of common stock issuable as incentive stock options from 244,377 to 10,000,000 shares, and to require stockholder approval in connection

with a repricing of options or stock appreciation rights. The Company filed a registration statement on Form S-8 with the SEC on June 11, 2026, to register (i) the additional 2,860,000 shares of common stock, par value $0.00001 per share (“Shares”), available for issuance under the 2021 EIP and (ii) 1,430,000 shares of common stock that may become available for issuance under the 2021 EIP as a result of share withholding or the expiration, cancellation, forfeiture or similar termination of 2021 EIP awards.

Shares available for future grant under the 2021 EIP are presented net of shares subject to outstanding stock options and unvested RSUs as of September 30, 2026 and December 31, 2025.

Common Stock Warrant Liabilities

The Company has issued warrants to purchase shares of its common stock in connection with certain financing transactions. The Company's liability-classified warrants are recorded at fair value and remeasured at each reporting date through the date of exercise, expiration or other settlement, with changes in fair value recognized in earnings. As of September 30, 2026 and December 31, 2025 warrants to purchase 11,986 and 36,892 shares of common stock, respectively, were exercisable.

On September 29, 2026, the Company's Private Placement Warrants and Public Warrants expired in accordance with their terms. Immediately prior to expiration, 8,477 Private Placement Warrants and 16,429 Public Warrants remained outstanding. Accordingly, no Private Placement Warrants or Public Warrants remained outstanding as of September 30, 2026.

Warrant Liabilities – Fair Value

The Company's liability-classified warrants are measured at fair value at each reporting date through the date of exercise, expiration or other settlement. The Private Placement Warrants, 2022 Private Warrant, 2023 Placement Agent Warrants, BEPO Warrants and BEPO Agent Warrants were valued using Level 3 inputs, while the Public Warrants were valued using Level 1 inputs through their expiration on September 29, 2026. Changes in the fair value of the warrant liabilities are recognized in earnings. See Note 4, Fair Value Measurements for additional information regarding the fair value of the Company's warrant liabilities.

Common Stock Warrant Liabilities - Fair Value Assumption

The aggregate fair value of the Company's warrant liabilities was approximately $81 thousand and $109 thousand as of September 30, 2026 and December 31, 2025, respectively.

Expected volatility: The expected volatility was derived from the implied volatility of the Company’s publicly traded common stock.

Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the common stock warrants.

Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its common stock.

Expected term: The expected term represents the period that the warrant is expected to be outstanding and is determined using the simplified method, which deems the term to be the average of the time to vesting and the contractual life of the warrant.

Contingent Earnout Liabilities

In connection with the Business Combination, certain pre-closing Legacy Velo3D equity holders (“Eligible Legacy Velo3D Equity holders”) were eligible to receive up to 41,444 shares of common stock (the “Earnout Shares”), consisting of two tranches of 20,722 shares each, upon the achievement of certain stock price-based triggering events during the period from the Closing Date through the five-year anniversary of the Closing Date. Earnout Shares attributable to holders of rollover employee stock options were also subject to certain service conditions.

The earnout period ended on September 29, 2026 without the applicable triggering events having occurred, and no Earnout Shares were issued. Accordingly, the Company had no remaining obligation to issue Earnout Shares and no contingent earnout liability remained outstanding as of September 30, 2026.

See Note 4, Fair Value Measurements for the contingent earnout liability carried at fair value as of December 31, 2025.

Fair Value Assumptions – Contingent Earnout Liabilities

Expected volatility: The expected volatility was derived from the implied volatility of the Company’s publicly traded common stock.

Risk-free interest rate: The risk-free interest rate was based on the U.S. Treasury yield curve in effect as of the valuation date for U.S. Treasury securities with maturities corresponding to the remaining term of the Earnout Shares.

Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its common stock.

Expected term: The expected term represented the remaining contractual period through the expiration of the earnout period on September 29, 2026.