Sec Form 3 Filing - Zilka Yahal @ Valens Semiconductor Ltd. - 2026-03-18

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Zilka Yahal
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)
(Last) (First) (Middle)
3 ROTHSCHILD BLVD., 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/18/2026
(Street)
TEL AVIV
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 97,059 ( 1 ) D
Ordinary Shares 905,021 ( 2 ) D
Ordinary Shares 47,847 ( 3 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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) $ 7.58 04/15/2022( 4 ) 01/15/2029 Ordinary Shares 14,230 D
Stock Option (Right to Buy) $ 4.99 04/15/2023( 4 ) 01/14/2030 Ordinary Shares 14,230 D
Stock Option (Right to Buy) $ 2.39 04/14/2024( 4 ) 01/15/2031 Ordinary Shares 44,650 D
Stock Option (Right to Buy) $ 2.41 04/15/2025( 4 ) 01/15/2032 Ordinary Shares 35,689 D
Stock Option (Right to Buy) $ 1.66 04/15/2026( 5 ) 01/15/2033 Ordinary Shares 56,804 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zilka Yahal
3 ROTHSCHILD BLVD.
3RD FLOOR
TEL AVIV
X
Signatures
Yahal Zilka by: Oppenheimer Israel, as Attorney-in-fact 03/18/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were issued upon vesting of previously granted RSU's
( 2 )The reported securities were received by the Reporting Person as a pro-rata in-kind distribution from a venture capital fund in which the Reporting Person serves as a GP. The distribution was made without consideration and represents the Reporting Person's allocable share of the fund's holdings
( 3 )The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Valens Semiconductor Ltd. (the "Company"). The units vest in four Equal portions on a quarterly basis within 90 days, 180 days, 270 days of the first anniversary of the date of grant (01/15/2026), subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
( 4 )The Stock Options are Fully vested and immediately exercisable
( 5 )The options vest in four Equal portions on a quarterly basis within 90 days, 180 days, 270 days of the first anniversary of the date of grant (01/15/2026), subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

Remarks:
This Form 3 is being filed to report the Reporting Person's beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934.

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).

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