REE Automotive (REE) CEO Daniel Barel details major option and RSU stakes

Rhea-AI Filing Summary

REE Automotive Ltd. director and CEO Daniel Barel filed an initial ownership report detailing his equity interests in the company. The Form 3 shows direct holdings of 833 Class A Ordinary Shares and 1,390,287 Class B Ordinary Shares, with each Class B share carrying 10 votes and this position representing 50% of the outstanding Class B class.

The filing also lists several option grants over Class A Ordinary Shares, with exercise prices of $1.21, $18.22 and $0.00 expiring between 2027 and 2031. In addition, Barel holds restricted stock units over 2,580,645 and 5,261,164 Class A shares under the 2021 Share Incentive Plan, including a CEO Retention Grant equal to 10% of fully diluted share capital that vests based on strategic transactions and future stock price performance.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Barel Daniel

(Last) (First) (Middle)

C/O REE AUTOMOTIVE LTD

KIBBUTZ GLIL-YAM

(Street)

KIBBUTZ GLIL-YAM 4690500

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
REE Automotive Ltd. [ REE ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares	833	D
Class B Ordinary Shares(1)	1,390,287	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options	(3)	01/06/2027	Class A Ordinary Shares	96,341	$1.21	D(2)
Options	07/01/2018	03/22/2028	Class A Ordinary Shares	83,537	$1.21	D(2)
Options	(4)	12/06/2028	Class A Ordinary Shares	217,209	$1.21	D(2)
Options	(5)	12/06/2028	Class A Ordinary Shares	146,597	$18.22	D(2)
Options	04/06/2020	04/06/2030	Class A Ordinary Shares	189,415	$0	D(2)
Options	07/22/2021	07/22/2031	Class A Ordinary Shares	657,188	$0	D(2)
Restricted Stock Units	(6)(7)	(6)(7)	Class A Ordinary Shares(2)	2,580,645	(6)(7)	D(2)
Restricted Stock Units	(8)(9)	(8)(9)	Class A Ordinary Shares(2)	5,261,164	(8)(9)	D(2)

Explanation of Responses:

1. The Class B Ordinary Shares each have 10 votes per share and such shares represent 50% of the outstanding Class B Ordinary Shares of the Company.

2. Restricted Share Units ("RSUs") granted under REE Automotive Ltd.'s 2021 Share Incentive Plan ("Plan") and underlying Class A Ordinary Shares are deposited with a trustee approved by the Israeli Tax Authority for this purpose, who holds such securities in trust on behalf of the Reporting Person. Each RSU represents the right to receive, following vesting, one share of the Company's Class A Ordinary Shares.

3. Options included here represent those with the same date of grant, January 6, 2017, that became fully exercisable on either July 1, 2018 or January 12, 2019, which have the same exercise price and expiration date.

4. Options included here represent those with the same date of grant, November 1, 2018, that became fully exercisable on either May 1, 2021 or November 1, 2021, which have the same exercise price and expiration date.

5. Options included here represent those with the same date of grant, November 1, 2018, that became fully exercisable on either May 1, 2021 or November 1, 2021, which have the same exercise price and expiration date.

6. Unless earlier forfeited under the terms of the RSU, the Reporting Person receives an annual equity award in the form of RSUs with a fair value of $2,000,000 that vest quarterly in equal portions, over a three-year period. The RSUs immediately vest in the event of a change of control of the Company, which includes a Merger/Sale event as such term is defined in the Plan.

7. On November 13, 2025, the Reporting Person was granted 2,580,645 RSUs, which vest quarterly in equal portions, over a three-year period that commenced on July 1, 2025.

8. Unless earlier forfeited under the terms of the RSU, the Reporting Person is entitled to receive a one-time equity award in the form of RSUs equal to 10% of the Company's share capital on a fully diluted basis (the "CEO Retention Grant"). In the event the Company's fully diluted share capital increases from the level on November 13, 2025, and prior to such consummation of any such "Strategic Transaction" as defined in the Company's compensation policy, additional RSUs would be granted to the CEO to maintain the 10% ownership target at the time of such approval. In the event of a "Change of Control" transaction, which includes a Merger/Sale event, as such term is defined in the Plan, the vesting period of the CEO Retention Grant will be fully accelerated.

9. On November 13, 2025, the Reporting Person received the CEO Retention Grant of 5,261,164 RSUs. 60% thereof vest upon the consummation of a "Strategic Transaction", as defined in the Company's compensation policy, and 40% thereof vest based on the Company's future stock price performance, as follows: i. 10% would vest upon the Company's stock achieving and maintaining a closing price of at least $2 for a period of 30 consecutive trading days, ii. 10% would vest upon the Company's stock achieving and maintaining a closing price of at least $3 for a period of 30 consecutive trading days, iii. 10% would vest upon the Company's stock achieving and maintaining a closing price of at least $4 for a period of 30 consecutive trading days and iv. 10% would vest upon the Company's stock achieving and maintaining a closing price of at least $5 for a period of 30 consecutive trading days.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Avital Futterman, Attorney-in-Fact	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Daniel Barel’s Form 3 for REE Automotive (REE) show?

The Form 3 discloses Daniel Barel’s initial equity holdings in REE Automotive as CEO and director. It lists his Class A and Class B Ordinary Shares, multiple option grants, and large restricted stock unit awards, including a CEO Retention Grant tied to strategic and stock price milestones.

How many Class A and Class B shares does REE CEO Daniel Barel hold?

Daniel Barel directly holds 833 Class A Ordinary Shares and 1,390,287 Class B Ordinary Shares. Each Class B share has 10 votes, and this Class B position represents 50% of the outstanding Class B Ordinary Shares, giving him meaningful voting influence at REE Automotive.

What option awards are reported for REE CEO Daniel Barel on the Form 3?

The filing lists several option grants over Class A Ordinary Shares with exercise prices of $1.21, $18.22, and $0.00, expiring between 2027 and 2031. These options reflect past equity awards that can convert into shares if exercised under their terms.

What restricted stock units (RSUs) does Daniel Barel hold at REE Automotive?

Daniel Barel holds 2,580,645 RSUs and 5,261,164 RSUs over Class A Ordinary Shares. These RSUs were granted under REE Automotive’s 2021 Share Incentive Plan and generally vest over time or upon specified events, eventually delivering Class A shares when vesting conditions are satisfied.

What is the CEO Retention Grant mentioned in REE’s Form 3 filing?

The CEO Retention Grant is a one-time RSU award equal to 10% of REE’s fully diluted share capital. Barel received 5,261,164 RSUs, with 60% vesting upon a defined Strategic Transaction and 40% vesting in tranches if the stock sustains closing prices between $2 and $5 for 30 days.

How do the RSU awards for REE’s CEO vest over time and events?

One RSU grant of 2,580,645 units vests quarterly in equal portions over three years starting July 1, 2025. The CEO Retention Grant vests 60% upon a Strategic Transaction and 40% based on future sustained stock price thresholds between $2 and $5 per share.