Valens director forfeits stock units and options

Valens Semiconductor director Gideon Ben Zvi reported compensation-related forfeitures of equity awards.

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Form Type

Rhea-AI Filing Summary

Valens Semiconductor director Gideon Ben Zvi reported compensation-related forfeitures of equity awards. On May 12, 2026, he forfeited 179,606 Ordinary Shares representing unvested restricted stock units in connection with his change in role from officer to director, with no cash consideration.

On the same date he also forfeited several blocks of unvested stock options, all surrendered to the company without consideration under the award terms. After these transactions he continues to hold 522,548 Ordinary Shares directly, plus remaining vested and/or unexpired options disclosed in the filing. These are non-market dispositions rather than open-market sales.

Insider Trade Summary

Disposition: 389,008 shares

Disposition 5 txns

Insider Ben Zvi Gideon

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy)	8,750	$0.00	$0.00
Disposition	Stock Option (Right to Buy)	20,859	$0.00	$0.00
Disposition	Stock Option (Right to Buy)	48,670	$0.00	$0.00
Disposition	Stock Option (Right to Buy)	131,123	$0.00	$0.00
Disposition	Ordinary Shares	179,606	$0.00	$0.00

Holdings After Transaction: Stock Option (Right to Buy) — 221,312 contracts (Direct); Ordinary Shares — 522,548 shares (Direct)

Footnotes (2)

F1. The reported transaction reflects the forfeiture of unvested restricted stock units in connection with the reporting person's change in role from officer to director. The securities were forfeited without consideration pursuant to the terms of the applicable award agreement.
F2. The reported transaction reflects the forfeiture of unvested stock options in connection with the reporting person's cessation of service as an officer of the Company. The securities were forfeited without consideration.

Key Figures

Forfeited RSU shares: 179,606 shares Shares held after: 522,548 shares Options forfeited at $2.41: 131,123 options at $2.41/share +4 more

7 metrics

Forfeited RSU shares 179,606 shares Unvested Ordinary Shares forfeited on May 12, 2026

Shares held after 522,548 shares Ordinary Shares directly owned after forfeiture

Options forfeited at $2.41 131,123 options at $2.41/share Stock options forfeited on May 12, 2026

Options forfeited at $2.39 48,670 options at $2.39/share Stock options forfeited on May 12, 2026

Options forfeited at $4.99 20,859 options at $4.99/share Stock options forfeited on May 12, 2026

Options forfeited at $5.36 8,750 options at $5.36/share Stock options forfeited on May 12, 2026

Options remaining 59,601 options Stock options directly owned after transactions

Key Terms

restricted stock units, forfeiture, Stock Option (Right to Buy), expiration date

4 terms

restricted stock units financial

"The reported transaction reflects the forfeiture of unvested restricted stock units in connection with the reporting person's change in role"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

forfeiture financial

"The reported transaction reflects the forfeiture of unvested stock options in connection with the reporting person's cessation of service as an officer"

Stock Option (Right to Buy) financial

"security_title: Stock Option (Right to Buy)"

expiration date financial

"expiration_date: 2032-01-22T00:00:00.000Z for one stock option grant"

The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.

FAQ

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

What insider transaction did Valens Semiconductor (VLN) report for Gideon Ben Zvi?

Valens Semiconductor reported that director Gideon Ben Zvi forfeited unvested restricted stock units and stock options back to the company. The equity awards were surrendered without consideration, reflecting changes in his role and compensation rather than open-market buying or selling of shares.

How many Valens Semiconductor shares did Gideon Ben Zvi forfeit in this Form 4?

Gideon Ben Zvi forfeited 179,606 Ordinary Shares that represented unvested restricted stock units. According to the disclosure, these shares were returned to Valens Semiconductor without any cash payment, consistent with the terms of the underlying award agreement tied to his prior officer role.

What stock options were cancelled for Valens Semiconductor director Gideon Ben Zvi?

Ben Zvi forfeited multiple unvested stock option grants, including 131,123 options at $2.41, 48,670 at $2.39, 20,859 at $4.99 and 8,750 at $5.36 per share. All options were surrendered to Valens Semiconductor without consideration in connection with changes to his officer position.

Does Gideon Ben Zvi still own Valens Semiconductor (VLN) shares after these forfeitures?

Yes. After the forfeiture transactions, Gideon Ben Zvi holds 522,548 Ordinary Shares of Valens Semiconductor directly. The Form 4 shows this as his remaining share position following the cancellation of certain unvested restricted stock units and related stock option awards.

Were the Valens Semiconductor equity forfeitures open-market sales?

No. The filing states the equity awards were forfeited without consideration, meaning no sale proceeds were received. These are administrative cancellations of unvested restricted stock units and options under award agreements, not open-market purchases or sales of Valens Semiconductor shares.

Why were Gideon Ben Zvi’s Valens Semiconductor RSUs forfeited?

The footnotes explain that the unvested restricted stock units were forfeited due to his change in role from officer to director. Under the applicable award agreement, those RSUs were cancelled without consideration when his service status as an officer of Valens Semiconductor changed.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/14/2026 - 09:26 AM EDT

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).

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^*

Ben Zvi Gideon

(Last)

(First)

(Middle)

6 DUGIT

(Street)

CESAREA

(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)
05/12/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	05/12/2026		D⁽¹⁾		179,606	D	$0	522,548	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$5.36	05/12/2026		D⁽²⁾			8,750	06/30/2023	06/30/2029	Ordinary Shares	8,750	$0	8,750	D
Stock Option (Right to Buy)	$4.99	05/12/2026		D⁽²⁾			20,859	01/16/2024	01/16/2030	Ordinary Shares	20,859	$0	90,386	D
Stock Option (Right to Buy)	$2.39	05/12/2026		D⁽²⁾			48,670	01/16/2025	01/16/2031	Ordinary Shares	48,670	$0	62,575	D
Stock Option (Right to Buy)	$2.41	05/12/2026		D⁽²⁾			131,123	01/22/2026	01/22/2032	Ordinary Shares	131,123	$0	59,601	D

Explanation of Responses:

1. The reported transaction reflects the forfeiture of unvested restricted stock units in connection with the reporting person's change in role from officer to director. The securities were forfeited without consideration pursuant to the terms of the applicable award agreement.

2. The reported transaction reflects the forfeiture of unvested stock options in connection with the reporting person's cessation of service as an officer of the Company. The securities were forfeited without consideration.

	Gideon Ben-Zvi by: Oppenheimer Israel, as Attorney-in-fact	05/14/2026
	** 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)

Source: View Original Filing on SEC EDGAR