REE Automotive (NASDAQ: REE) investor reports 6.14% Class A stake and 26.9% voting power

Rhea-AI Filing Summary

REE Automotive Ltd. investor Ahishay Sardes filed Amendment No. 1 to his Schedule 13D to update his ownership in the company. He now beneficially owns 1,906,416 Class A Ordinary Shares, representing 6.14% of that class, including shares issuable under options and restricted share units.

The filing explains that 1,390,287 shares are issuable from fully vested options and 516,129 shares are issued or issuable upon RSU vesting within 60 days of May 15, 2026. Sardes also holds 1,390,287 Class B Ordinary Shares, and together his Class A and Class B holdings represent approximately 26.9% of REE Automotive’s total voting power as of May 5, 2026.

The amendment notes that an additional 258,064 RSUs have vested or will vest within 60 days of May 15, 2026 and clarifies timing and technical details of prior equity grants. It also states that 5,241,190 unvested RSUs are excluded from the beneficial ownership calculation.

Key Figures

Beneficial Class A ownership: 1,906,416 shares Class A ownership percentage: 6.14% Vested options: 1,390,287 shares +5 more

8 metrics

Beneficial Class A ownership 1,906,416 shares Class A Ordinary Shares beneficially owned by reporting person

Class A ownership percentage 6.14% Percent of Class A Ordinary Shares represented by 1,906,416 shares

Vested options 1,390,287 shares Class A shares issuable upon exercise of fully vested options

Near-term RSU shares 516,129 shares Class A shares issued or issuable upon RSU vesting within 60 days of May 15, 2026

Additional vesting RSUs 258,064 units RSUs that have vested and/or will vest within 60 days of May 15, 2026

Unvested RSUs excluded 5,241,190 shares Class A shares underlying RSUs not counted in beneficial ownership

Outstanding Class A shares 29,124,486 shares Class A Ordinary Shares outstanding as of May 5, 2026

Outstanding Class B shares 2,780,570 shares Class B Ordinary Shares outstanding as of May 5, 2026

Key Terms

Class B Ordinary Shares, restricted shares units, beneficially owns, voting power, +1 more

5 terms

Class B Ordinary Shares financial

"The Class B Ordinary Shares each have 10 votes per share."

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

restricted shares units financial

"516,129 Class A Ordinary Shares issued or issuable upon the vesting of restricted shares units within 60 days"

beneficially owns financial

"Collectively, the Reporting Person beneficially owns 1,906,416 Class A Ordinary Shares, representing 6.14%"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

voting power financial

"the holdings of the Reporting Person represent approximately 26.9% of the Issuer's outstanding voting power"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

Schedule 13D regulatory

"This Amendment No. 1 (the "Amendment") amends ... the statement on , dated December 11, 2025 ... (the "Original 13D")."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

REE Automotive Ltd. (the "Company" or "Issuer")

(Name of Issuer)

Class A Ordinary Shares, without par value ("Class A Ordinary Shares")

(Title of Class of Securities)

M8287R103

(CUSIP Number)

Avital Futterman
c/o REE Automotive Ltd,, Kibbutz Glil-Yam
Kibbutz Glil-Yam, L3, 4690500
972 (77) 899-5193

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/15/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): M8287R103

1

Name of reporting person

Sardes Ahishay

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,906,416.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,906,416.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,906,416.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.14 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Aggregate amount includes (i) 1,390,287 Class A Ordinary Shares issuable upon the exercise of options held by Mr. Sardes that are fully vested and (ii) 516,129 Class A Ordinary Shares issued or issuable upon the vesting of restricted shares units within 60 days of May 15, 2026. The Issuer's ordinary shares are divided into two classes. The Class A Ordinary Shares each have one vote per share. The Class B Ordinary Shares each have 10 votes per share. In addition to Class A Ordinary Shares, the Reporting Person holds 1,390,287 Class B Ordinary Shares, which represent 50% of the outstanding Class B Ordinary Shares of the Issuer. Taking into account both of the Reporting Person's Class A Ordinary Shares and Class B Ordinary Shares, the holdings of the Reporting Person represent approximately 26.9% of the Issuer's outstanding voting power, as of May 5, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, without par value ("Class A Ordinary Shares")
(b)	Name of Issuer: REE Automotive Ltd. (the "Company" or "Issuer")
(c)	Address of Issuer's Principal Executive Offices: Kibbutz Glil-Yam, Kibbutz Glil-Yam, ISRAEL , 4690500.
Item 1 Comment: This Amendment No. 1 (the "Amendment") amends, as set forth below, the statement on Schedule 13D, dated December 11, 2025 and filed with the Securities and Exchange Commission on such date (the "Original 13D"). The purpose of this Amendment is to report an increase in the number of Class A Ordinary Shares held by the Reporting Person. It also corrects the previously reported date of event which required the filing of the Original 13D from December 11, 2025 to January 22, 2026. In particular, while the grants reported in the Original 13D were approved by the Issuer's shareholders on November 13, 2025, due to technical aspects, such grants were not actually made until January 22, 2026, which was the date when the Issuer's shareholders approved an increase in the Issuer's authorized capital. Except as set forth herein, all items of the Original 13D remain applicable and unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original 13D. For the avoidance of doubt, this Amendment is being made voluntarily for informational purposes and should not be construed as constituting a "material change" with respect to the Original 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and supplemented as follows: The information set forth in Item 4, as amended, is incorporated by reference into this Item 3.
Item 4.	Purpose of Transaction
	In connection with the Reporting Person's Equity Awards, and the quarterly vesting thereof, an additional total of 258,064 RSUs have vested and/or will vest within 60 days of May 15, 2026. Except as set forth in this Item 4 or Item 6 below, the Reporting Person has no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. The Reporting Person reserves the right to change his plans and intentions at any time and to take any actions he may deem appropriate with respect to his investment in the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated in its entirety as follows: The information set forth in Items 4 and 6 hereof is hereby incorporated by reference into this Item 5. The aggregate number and percentage of the Class A Ordinary Shares beneficially owned by the Reporting Person, including the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on the cover page of this Schedule 13D and are incorporated by reference herein. As of May 5, 2026, there were 29,124,486 Class A Ordinary Shares outstanding and 2,780,570 Class B Ordinary Shares outstanding (which numbers were set forth in the Issuer's Annual Report on Form 20-F as filed with the SEC on May 15, 2026). Collectively, the Reporting Person beneficially owns 1,906,416 Class A Ordinary Shares, representing 6.14% of the total outstanding Class A Ordinary Shares. The percentage was calculated based on the total outstanding Class A Ordinary Shares of the Issuer plus 1,906,416 Class A Ordinary Shares issuable under RSUs and underlying options held by the Reporting Person that are exercisable/issuable, as applicable, within 60 days of May 15, 2026, which are deemed outstanding pursuant to SEC Rule 13-3(d)(1)(i). For the sake of clarity and solely for informational purposes, the foregoing amount of Class A Ordinary Shares excludes 5,241,190 Class A Ordinary Shares that are issuable upon the settlement of RSUs that were granted as part of the Equity Awards and CTO Retention Grant described in Item 4 but which have not yet vested and which are not substantially certain to vest within 60 days of May 15, 2026.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 6. Except for the matters described herein, including the Reporting Person's applicable employment terms, the Reporting Person has no contract, arrangement, understanding or relationship (legal or otherwise) with any other person with respect to the securities of the Issuer described herein.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sardes Ahishay

Signature:	/s/ Ahishay Sardes
Name/Title:	Ahishay Sardes
Date:	05/15/2026

FAQ

What percentage of REE (REE) Class A shares does Ahishay Sardes beneficially own?

Ahishay Sardes beneficially owns 1,906,416 Class A Ordinary Shares of REE Automotive, representing 6.14% of that class. This figure includes shares issuable from vested options and RSUs expected to vest within 60 days of May 15, 2026.

How much voting power in REE (REE) does Ahishay Sardes control?

Ahishay Sardes’ Class A and Class B holdings together represent approximately 26.9% of REE Automotive’s outstanding voting power as of May 5, 2026. This reflects his 1,906,416 Class A shares plus 1,390,287 Class B shares, each carrying higher voting rights.

How is Ahishay Sardes’ REE (REE) beneficial ownership composed?

His 1,906,416 Class A Ordinary Shares include 1,390,287 shares issuable upon exercise of fully vested options and 516,129 shares issued or issuable upon RSU vesting within 60 days of May 15, 2026. Additional unvested RSUs are excluded from this ownership figure.

What additional REE (REE) RSUs recently vested for Ahishay Sardes?

In connection with his equity awards, an additional total of 258,064 RSUs have vested and/or will vest within 60 days of May 15, 2026. These RSUs increase his near-term issuable Class A share position under his existing equity compensation arrangements.

How many REE (REE) Class A and Class B shares are outstanding?

As of May 5, 2026, REE Automotive had 29,124,486 Class A Ordinary Shares and 2,780,570 Class B Ordinary Shares outstanding. These figures come from the company’s Annual Report on Form 20-F filed on May 15, 2026.

Are all of Ahishay Sardes’ REE (REE) RSUs included in his beneficial ownership?

No. The 6.14% beneficial ownership excludes 5,241,190 Class A shares underlying RSUs that have not yet vested and are not substantially certain to vest within 60 days of May 15, 2026. Only near-term vested or vesting RSUs are counted.