Valens Semiconductor director sells 22,325 shares

Valens Semiconductor director Adi Yarel‑Toledano exercised stock options and sold the resulting shares in routine, pre-planned trades.

Rhea-AI Filing Summary

Valens Semiconductor director Adi Yarel‑Toledano exercised stock options and sold the resulting shares in routine, pre-planned trades. On May 28–29, the director exercised options for a total of 22,325 Ordinary Shares at $2.39 per share and sold the same number of shares in open-market transactions at weighted average prices around $3.50–$3.53.

The filing states these sales were made under a Rule 10b5‑1 trading plan adopted on December 1, 2025, indicating they were pre-scheduled. After the transactions, the director directly holds 164,253 Ordinary Shares of Valens Semiconductor.

Insider Trade Summary 10b5-1

Exercise and Sale: 22,325 shares ($25K approx. pre-tax spread)

Exercise and Sale 6 txns

Insider Yarel - Toledano Adi

Role Director

Sold 22,325 shs ($79K)

Approx. gross sale proceeds $79K

Approx. exercise cost $53K

Approx. pre-tax spread $25K

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	17,225	$0.00	$0.00
Exercise	Ordinary Shares	17,225	$2.39	$41K
Sale	Ordinary Shares	17,225	$3.5332	$61K
Exercise	Stock Option (Right to Buy)	5,100	$0.00	$0.00
Exercise	Ordinary Shares	5,100	$2.39	$12K
Sale	Ordinary Shares	5,100	$3.50	$18K

Holdings After Transaction: Stock Option (Right to Buy) — 22,325 contracts (Direct); Ordinary Shares — 164,253 shares (Direct)

Footnotes (5)

1. F1. The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 1, 2025
2. F2. The shares were acquired upon the exercise of stock options
3. F3. The shares sold were acquired upon the exercise of stock options on the same date
4. F4. The price reported is a weighted average price. The reporting person undertakes to provide full information, regarding the number of shares and prices at which the transaction was effectuated, upon request.
5. F5. The options reported herein were exercised and the underlying shares were sold on the same date as reported in Table I.

Key Figures

Shares sold: 22,325 shares Sale prices: $3.50 and $3.5332 per share Option exercise price: $2.39 per share +4 more

7 metrics

Shares sold 22,325 shares Total Ordinary Shares sold in open-market transactions

Sale prices $3.50 and $3.5332 per share Weighted average prices for May 28 and May 29 sales

Option exercise price $2.39 per share Exercise price for stock options converted into Ordinary Shares

Shares exercised 22,325 shares Ordinary Shares acquired through stock option exercises

Post-transaction holdings 164,253 shares Ordinary Shares directly held after all reported trades

Option expiration January 15, 2031 Expiration date for the reported stock options

Rule 10b5-1 plan adoption date December 1, 2025 Date director adopted trading plan used for these sales

Key Terms

Rule 10b5-1 trading plan, Stock Option (Right to Buy), derivative security, weighted average price

4 terms

Rule 10b5-1 trading plan regulatory

"The sales reported ... were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person..."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Stock Option (Right to Buy) financial

"security_title: "Stock Option (Right to Buy)" with underlying Ordinary Shares"

derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

weighted average price financial

"The price reported is a weighted average price. The reporting person undertakes to provide full information..."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Valens Semiconductor (VLN) disclose in this Form 4?

Valens Semiconductor reported that director Adi Yarel‑Toledano exercised stock options and sold the resulting shares. The director exercised options for 22,325 Ordinary Shares and sold the same number of shares in open-market trades over two days.

How many Valens Semiconductor (VLN) shares did the director sell and at what prices?

The director sold a total of 22,325 Ordinary Shares of Valens Semiconductor. The sales occurred at weighted average prices of about $3.50 and $3.5332 per share, according to the transaction details and accompanying pricing footnote.

Were the Valens Semiconductor (VLN) insider sales made under a Rule 10b5-1 trading plan?

Yes. A footnote explains the sales were carried out pursuant to a Rule 10b5‑1 trading plan adopted by the reporting person on December 1, 2025. Such pre-arranged plans typically indicate the timing of trades was scheduled in advance.

What option exercise activity did the Valens Semiconductor (VLN) director report?

The filing shows the director exercised stock options covering 22,325 Ordinary Shares at an exercise price of $2.39 per share. A footnote notes that the shares were acquired upon the exercise of stock options and then sold on the same dates.

How many Valens Semiconductor (VLN) shares does the director hold after these transactions?

After completing the option exercises and related sales, the director directly holds 164,253 Ordinary Shares of Valens Semiconductor. This post-transaction holding figure is reported in the share balance fields following the listed trades.

What does the weighted average price disclosure mean in this Valens Semiconductor (VLN) Form 4?

A footnote states the reported prices are weighted average prices for multiple trades. The reporting person undertakes to provide full information on the number of shares and specific trade prices to anyone who requests these detailed transaction breakdowns.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/01/2026 - 09:32 AM Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Yarel - Toledano Adi

(Last) (First) (Middle)

10 TAVYOV

(Street)

TEL AVIV

(City) (State) (Zip)

ISRAEL

(Country)

2. Issuer Name and Ticker or Trading Symbol
Valens Semiconductor Ltd. [ VLN ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	05/28/2026		M		5,100(2)	A	$2.39	169,353	D
Ordinary Shares	05/28/2026		S(1)		5,100(3)	D	$3.5	164,253	D
Ordinary Shares	05/29/2026		M		17,225(2)	A	$2.39	181,478	D
Ordinary Shares	05/29/2026		S(1)		17,225(3)	D	$3.5332(4)	164,253	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$2.39	05/28/2026		M(5)			5,100	04/14/2024	01/15/2031	Ordinary Shares	5,100	$0	39,550	D
Stock Option (Right to Buy)	$2.39	05/29/2026		M(5)			17,225	04/14/2024	01/15/2031	Ordinary Shares	17,225	$0	22,325	D

Explanation of Responses:

1. The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 1, 2025

2. The shares were acquired upon the exercise of stock options

3. The shares sold were acquired upon the exercise of stock options on the same date

4. The price reported is a weighted average price. The reporting person undertakes to provide full information, regarding the number of shares and prices at which the transaction was effectuated, upon request.

5. The options reported herein were exercised and the underlying shares were sold on the same date as reported in Table I.

	/s/ Meirav Shemesh on behalf of Oppenheimer Israel, as Attorney-in-fact	06/01/2026
	** 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 4 (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 4: SEC 1474 (03-26)