Valens Semiconductor (VLN) SVP exercises options and sells 4,000 shares under 10b5-1 plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Valens Semiconductor Ltd. SVP of R&D Chairman David reported an exercise-and-sale transaction involving 4,000 Ordinary Shares. On May 13, 2026, he exercised stock options to acquire 4,000 shares at $0.86 per share, then sold 4,000 shares at a weighted average price of $2.9809. The sales were executed under a Rule 10b5-1 trading plan adopted on August 16, 2024, indicating they were pre-arranged rather than discretionary market timing. After these transactions, he directly holds 403,968 Ordinary Shares.

Insider Trade Summary 10b5-1

Net Seller: 4,000 shares ($11,924)

Net Sell 3 txns

Insider Chairman David

Role SVP, R&D

Sold 4,000 shs ($12K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	4,000	$0.00	--
Exercise	Ordinary Shares	4,000	$0.86	$3K
Sale	Ordinary Shares	4,000	$2.9809	$12K

Holdings After Transaction: Stock Option (Right to Buy) — 79,695 shares (Direct, null); Ordinary Shares — 407,968 shares (Direct, null)

Footnotes (1)

The shares were acquired upon the exercise of stock options The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 16, 2024 The shares sold were acquired upon the exercise of stock options on the same date 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. 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: 4,000 shares Sale price: $2.9809 per share Option exercise price: $0.86 per share +3 more

6 metrics

Shares sold 4,000 shares Ordinary Shares sold on May 13, 2026

Sale price $2.9809 per share Weighted average sale price for Ordinary Shares

Option exercise price $0.86 per share Exercise price for 4,000 stock options

Shares owned after 403,968 shares Direct Ordinary Share holdings following transactions

Transaction date May 13, 2026 Date of option exercise and share sale

10b5-1 plan adoption August 16, 2024 Adoption date of Rule 10b5-1 trading plan

Key Terms

Rule 10b5-1 trading plan, open-market sale, Stock Option (Right to Buy), weighted average price, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan"

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.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Stock Option (Right to Buy) financial

"security_title": "Stock Option (Right to Buy)""

weighted average price financial

"The price reported is a weighted average price."

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.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

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Form 4 Insider Transactions: What Each Field Means →

05/14/2026 - 09:12 AM

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^*

Chairman David

(Last)

(First)

(Middle)

42 HOLOT GEULIM

(Street)

ZORAN

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, R&D

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

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	05/13/2026		M⁽²⁾		4,000⁽¹⁾	A	$0.86	407,968	D
Ordinary Shares	05/13/2026		S⁽²⁾		4,000⁽³⁾	D	$2.9809⁽⁴⁾	403,968	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)	$0.86	05/13/2026		M⁽⁵⁾			4,000	06/01/2022	06/09/2031	Ordinary Shares	4,000	$0	79,695	D

Explanation of Responses:

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

2. The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 16, 2024

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.

	David Chairman 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

FAQ

What insider transaction did Valens Semiconductor (VLN) report for Chairman David?

Valens Semiconductor reported that SVP of R&D Chairman David exercised options for 4,000 Ordinary Shares and sold 4,000 shares. The activity occurred on May 13, 2026, as part of routine equity compensation and portfolio management.

How many Valens Semiconductor (VLN) shares did the insider sell and at what price?

The insider sold 4,000 Ordinary Shares at a weighted average price of $2.9809 per share. This sale followed the same-day exercise of stock options and was executed under a pre-arranged Rule 10b5-1 trading plan.

At what price were the Valens Semiconductor (VLN) stock options exercised?

The stock options were exercised to acquire 4,000 Ordinary Shares at $0.86 per share. The options related to awards that became exercisable earlier and were converted into shares before being sold in the open market.

How many Valens Semiconductor (VLN) shares does the insider own after the Form 4 transactions?

Following the reported transactions, the insider directly holds 403,968 Ordinary Shares. The exercise-and-sale pattern left his direct share count at this level after converting options and selling an equivalent number of shares.

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

Yes. The filing states that the sales were effectuated under a Rule 10b5-1 trading plan adopted on August 16, 2024. Such plans pre-schedule trades, making their timing less indicative of the insider’s short-term market view.

What does the weighted average price mean in the Valens Semiconductor (VLN) insider sale?

The reported $2.9809 per share is a weighted average sale price across multiple trades. The insider undertook to provide detailed breakdowns of share counts and individual prices upon request, as is common in such Form 4 disclosures.