Valens Semiconductor (VLN) director executes pre-planned share sales

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Valens Semiconductor Ltd. director Adi Yarel‑Toledano reported selling a total of 38,358 Ordinary Shares in two open‑market transactions. Each sale involved 19,179 shares, at weighted average prices of $2.5012 and $2.0611 per share. The footnotes state the transactions were carried out under a pre‑arranged Rule 10b5‑1 trading plan adopted on December 1, 2025, indicating these sales were scheduled in advance rather than timed discretionarily.

Insider Trade Summary

Net Seller: 38,358 shares ($87,500)

Net Sell 2 txns

Insider Yarel - Toledano Adi

Role null

Sold 38,358 shs ($88K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	19,179	$2.0611	$40K
Sale	Ordinary Shares	19,179	$2.5012	$48K

Holdings After Transaction: Ordinary Shares — 202,611 shares (Direct, null)

Footnotes (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 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.

Key Figures

Total shares sold: 38,358 shares Shares per transaction: 19,179 shares Weighted average sale price: $2.5012 per share +2 more

5 metrics

Total shares sold 38,358 shares Two open-market sales of Ordinary Shares

Shares per transaction 19,179 shares Each of the two reported sales

Weighted average sale price $2.5012 per share First 19,179-share transaction

Weighted average sale price $2.0611 per share Second 19,179-share transaction

Sell transactions count 2 transactions Form 4 transactionSummary sellCount

Key Terms

Rule 10b5-1 trading plan, weighted average price, open-market sale, Ordinary Shares

4 terms

Rule 10b5-1 trading plan regulatory

"sales 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.

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.

open-market sale financial

"transaction_action: open-market sale of Ordinary Shares"

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.

Ordinary Shares financial

"security_title: Ordinary Shares of Valens Semiconductor Ltd."

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

Form 4 Insider Transactions: What Each Field Means →

05/04/2026 - 07:27 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^*

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)
04/30/2026

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	04/30/2026		S⁽¹⁾		19,179	D	$2.0611⁽²⁾	202,611	D
Ordinary Shares	04/30/2026		S⁽¹⁾		19,179	D	$2.5012⁽²⁾	183,432	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)

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 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.

	Adi Yarel Toledano by: Oppenheimer Israel, as Attorney-in-fact	05/04/2026
	** 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 did Valens Semiconductor (VLN) director Adi Yarel-Toledano report in this Form 4?

Adi Yarel-Toledano reported selling Ordinary Shares of Valens Semiconductor Ltd. in open-market transactions. The filing shows two sales of 19,179 shares each, documented as routine Form 4 insider sales for regulatory transparency.

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

The director sold a total of 38,358 Ordinary Shares in two equal blocks of 19,179 shares. The reported weighted average sale prices were $2.5012 per share in one transaction and $2.0611 per share in the other.

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

Yes. A footnote explains the sales were executed under a Rule 10b5-1 trading plan adopted on December 1, 2025. Such plans pre-schedule trades, suggesting these transactions were planned in advance rather than based on short-term market developments.

What type of transactions are disclosed in this Valens Semiconductor (VLN) Form 4?

The Form 4 discloses two open-market sales of non-derivative Ordinary Shares. Each transaction is coded “S,” indicating a sale in the open market or private transaction, and is classified as direct ownership by the reporting person.

Does this Valens Semiconductor (VLN) Form 4 involve any options or derivative securities?

No. All reported transactions involve non-derivative Ordinary Shares, with no options or other derivatives listed. The derivativeSummary section is empty, indicating no option exercises or other derivative transactions in this particular filing.

Why is the Rule 10b5-1 footnote important in Valens Semiconductor (VLN) insider sales?

The Rule 10b5-1 footnote shows the trades followed a pre-established plan. This context suggests the timing was predetermined, which can reduce the interpretive weight investors place on short-term market timing of these insider sales.