Director of Valens Semiconductor (VLN) sells 3,750 shares for tax withholding

Rhea-AI Filing Summary

Valens Semiconductor Ltd. director Moshe Lichtman, through wholly owned entity NGR Ltd., reported the sale of 3,750 Ordinary Shares on July 14, 2026 at $2.005 per share. The shares were withheld and sold by the issuer to satisfy tax withholding on restricted share unit vesting, leaving 122,700 shares indirectly held by NGR Ltd.; no other beneficially owned securities were traded.

Insider Trade Summary

Net Seller: 3,750 shares ($7,519)

Net Sell 1 txn

Insider LICHTMAN MOSHE

Role Director

Sold 3,750 shs ($8K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	3,750	$2.005	$8K

Holdings After Transaction: Ordinary Shares — 122,700 shares (Indirect, Held by NGR Ltd. An entity wholly owned by the reporting person)

Footnotes (1)

1. The shares sold represent shares withheld and sold by the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted share units This Form 4 reports only the transaction effected by NGR Ltd. No transactions occurred with respect to other securities beneficially owned by the reporting person.

Key Figures

Shares sold: 3,750 Ordinary Shares Sale price per share: $2.005 Shares held after sale: 122,700 Ordinary Shares

3 metrics

Shares sold 3,750 Ordinary Shares Tax withholding-related sale on July 14, 2026

Sale price per share $2.005 Price for the 3,750 Ordinary Shares sold

Shares held after sale 122,700 Ordinary Shares Indirectly held by NGR Ltd. following the transaction

Key Terms

tax withholding obligations, restricted share units, beneficially owned

3 terms

tax withholding obligations financial

"shares withheld and sold by the Issuer to satisfy tax withholding obligations"

restricted share units financial

"obligations in connection with the vesting of restricted share units"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

beneficially owned financial

"No transactions occurred with respect to other securities beneficially owned by the reporting person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/16/2026 - 07:25 AM Accepted by SEC EDGAR 07/16/2026 - 07:24 AM Learn about SEC filing dates

FAQ

What insider transaction did Valens Semiconductor (VLN) report for Moshe Lichtman?

Valens Semiconductor reported that director Moshe Lichtman, via NGR Ltd., had 3,750 Ordinary Shares sold. The shares were withheld and sold by the issuer to cover tax withholding related to restricted share unit vesting, not a discretionary portfolio trade.

How many Valens Semiconductor (VLN) shares were sold and at what price?

The filing shows a sale of 3,750 Ordinary Shares at $2.005 per share. These shares were sold by the issuer on behalf of NGR Ltd. specifically to satisfy tax withholding obligations tied to the vesting of restricted share units.

How many Valens Semiconductor (VLN) shares does NGR Ltd. hold after this transaction?

Following the transaction, NGR Ltd. continues to hold 122,700 Ordinary Shares indirectly for Moshe Lichtman. The Form 4 states that no other transactions occurred in other securities beneficially owned by the reporting person in connection with this event.

Was the Valens Semiconductor (VLN) share sale a tax withholding event?

Yes. A footnote explains the 3,750 shares represent stock withheld and sold by the issuer to satisfy tax withholding obligations. The sale was linked to the vesting of restricted share units, rather than an independent trading decision by the director.

Who is the entity involved in the Valens Semiconductor (VLN) Form 4 sale?

The shares are held and were transacted by NGR Ltd., an entity wholly owned by Moshe Lichtman. The filing classifies the holding as indirect ownership, and the reported Form 4 covers only the transaction effected by NGR Ltd.

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^*

LICHTMAN MOSHE

(Last) (First) (Middle)

HAKFAR HAYAROK, PRECEDE BUILDING, CO IGP

(Street)

RAMAT HASHARON

(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)
07/14/2026

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	07/14/2026		S(1)		3,750	D	$2.005	122,700	I	Held by NGR Ltd. An entity wholly owned by the reporting person(2)

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

Explanation of Responses:

1. The shares sold represent shares withheld and sold by the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted share units

2. This Form 4 reports only the transaction effected by NGR Ltd. No transactions occurred with respect to other securities beneficially owned by the reporting person.

	/s/ Meirav Shemesh on behalf of Oppenheimer Israel, as Attorney-in-fact	07/16/2026
	** 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)