Velo3D, Inc.

Item 1.01. Entry into a Material Definitive Agreement. On July 13, 2026, Velo3D, Inc. (the "Company") entered into registration rights agreements (each, a "Registration Rights Agreement") with each of Arrayed Notes Acquisition Corp. ("Arrayed") and Thieneman Construction, Inc. ("Thieneman" and, together with Arrayed, the "Holders"). The Company previously issued to Arrayed a Senior Secured Convertible Promissory Note dated January 7, 2025, as amended, in the principal amount of $5,000,000, and to Thieneman a Senior Secured Convertible Promissory Note dated February 10, 2025, as amended, in the principal amount of $10,000,000 (together, the "Notes"). Following the Holders' conversion of the Notes on March 4, 2026, the Company issued 394,517 shares of its common stock to Arrayed and 1,145,830 shares of its common stock to Thieneman (collectively, the "Conversion Shares"). Pursuant to the conversion provisions of the Notes, the Company entered into the Registration Rights Agreements to grant registration rights to the Holders with respect to the Conversion Shares. Each Registration Rights Agreement provides the applicable Holder with up to two “demand” registrations, subject to a minimum anticipated aggregate offering price of $2,500,000 in the case of Arrayed and $5,000,000 in the case of Thieneman, as well as customary "piggyback" registration rights. Each Registration Rights Agreement also contains customary provisions regarding registration procedures, expense allocation, indemnification, deferral rights and suspension rights. Arrayed is an affiliate of Arun Jeldi, the Company's Chief Executive Officer and Chairman of the Board. Other than as described herein, the terms of the Arrayed Registration Rights Agreement are substantially identical to those of the Thieneman Registration Rights Agreement. The foregoing description of the Registration Rights Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.