[144] Valens Semiconductor Ltd. SEC Filing

Rhea-AI Filing Summary

Valens Semiconductor Ltd. (VLN) – Form 144 insider sale notice

The filer, identified as “Chairman David” in the document header, plans to sell 4,000 ordinary shares through Oppenheimer & Co. on or after 23 Jul 2025 via the NYSE. At the referenced market value of $10,920, the implied price is about $2.73 per share. With 106.34 million shares outstanding, the proposed sale equals roughly 0.0038 % of the public float—an immaterial dilution impact.

The shares were obtained from two employee stock-option exercises: 19,876 units granted in 2019 and 122,568 units granted in 2021, both paid for in cash on exercise. No 10b5-1 plan date is disclosed.

During the last 3 months, the same insider has already disposed of 8,000 shares across three trades (25 Jun, 26 Jun and 3 Jul 2025) for total gross proceeds of $20,452.97. If the current notice is executed, cumulative sales will reach 12,000 shares (≈0.011 % of shares outstanding).

No additional financial data, earnings information or material corporate developments accompany the filing; it strictly serves as regulatory notice of a small insider disposition under Rule 144.

Positive

• None.

Negative

• Continued insider selling: 8,000 shares sold in prior 3 months plus 4,000 planned may signal lukewarm insider sentiment.
• No 10b5-1 plan disclosed, leaving execution timing to insider discretion, which can raise perception risk.

Insights

Securities Analyst

TL;DR: Small, routine insider sale—financially immaterial but worth monitoring for sentiment.

The proposed 4,000-share sale represents just 0.004 % of VLN’s float, adding negligible technical pressure. Coupled with the insider’s recent 8,000-share disposals, the pattern suggests modest profit-taking rather than a strategic exit. Lack of a disclosed 10b5-1 plan means timing discretion rests with the insider, yet volume remains far below thresholds that typically influence valuation. Net takeaway: neutral signal unless selling accelerates.

Corporate Governance Specialist

TL;DR: Filing shows compliance with Rule 144; governance risk minimal.

The notice adheres to SEC Rule 144 disclosure requirements, detailing acquisition sources, payment method, broker and share count. No undisclosed adverse information is asserted, and the insider affirms knowledge safeguards. Given the de minimis stake, investor concern should center on trend monitoring, not governance red flags.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Ordinary	Oppenheimer & Co. Inc. 85 Broad St. New York NY 10004	4000	10920.00	106342415	07/23/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Ordinary	01/11/2019	Employee Stock Option Plan	Issuer			19876	07/23/2025	Cash - Upon Exercise
Ordinary	06/09/2021	Employee Stock Option Plan	Issuer			122568	07/23/2025	Cash - Upon Exercise

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Chairman David 8 HANAGAR ST. POB 7152 HOD HASHARON, 4501309 L3 0000	Ordinary	06/25/2025	6806	17196.32
Chairman David 8 HANAGAR ST. POB 7152, HOD HASHARON, 4501309 L3 0000	Ordinary	06/26/2025	100	272.00
Chairman David 8 HANAGAR ST. POB 7152 HOD HASHARON, 4501309 L3 0000	Ordinary	07/03/2025	1094	2984.65

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Valens Semiconductor (VLN) shares are being proposed for sale?

The Form 144 covers 4,000 ordinary shares.

What is the estimated market value of the proposed VLN sale?

The aggregate market value disclosed is $10,920 (≈$2.73 per share).

When can the insider begin selling these VLN shares?

The approximate sale date listed is 23 July 2025.

What percentage of Valens Semiconductor’s float does 4,000 shares represent?

Roughly 0.0038 % of the 106.34 million shares outstanding.

Were the shares acquired through an employee stock-option plan?

Yes. Options granted in 2019 (19,876 shares) and 2021 (122,568 shares) were exercised for cash.

Has the insider sold VLN shares recently?

Yes. Over the past three months, the filer sold 8,000 shares for about $20,453 in gross proceeds.