SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Yarel - Toledano Adi

(Last)

(First)

(Middle)

10 TAVYOV

(Street)

TEL AVIV

6722024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2026

3. Issuer Name and Ticker or Trading Symbol
Valens Semiconductor Ltd. [ VLN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	67,647⁽¹⁾	D
Ordinary Shares	6,896⁽²⁾	D
Ordinary Shares	99,400⁽³⁾	D
Ordinary Shares	47,847⁽⁴⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	12/30/2021⁽⁵⁾	12/15/2028	Ordinary Shares	3,537	$9.07	D
Stock Option (Right to Buy)	04/15/2022⁽⁵⁾	01/15/2029	Ordinary Shares	14,230	$7.58	D
Stock Option (Right to Buy)	04/15/2023⁽⁵⁾	01/14/2030	Ordinary Shares	14,230	$4.99	D
Stock Option (Right to Buy)	04/14/2024⁽⁵⁾	01/15/2031	Ordinary Shares	44,650	$2.39	D
Stock Option (Right to Buy)	04/15/2025⁽⁵⁾	01/15/2032	Ordinary Shares	35,689	$2.41	D
Stock Option (Right to Buy)	04/15/2026⁽⁶⁾	01/15/2033	Ordinary Shares	56,804	$1.66	D

Explanation of Responses:

1. These shares were issued upon vesting of previously granted RSU's

2. The Shares reported herein were purchased in the open market

3. 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 an LP. The distribution was made without consideration and represents the Reporting Persons allocable share of the funds holdings

4. 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 4 Equal portions on a quarterly basis within 90 days, 180 days, 270 days and first anniversary of the date of grant commencing on 04/15/2026, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

5. The Stock Options are Fully vested and immediately exercisable

6. The Options vest in four Equal portions on a quarterly basis within 90 days, 180 days, 270 days and first anniversary of the date of grant commencing on 04/15/2026, 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 Persons 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.

	Adi Yarel Toledano by: Oppenheimer Israel, as Attorney-in-fact	03/16/2026
	** 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 5 (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.

New insider Yarel - Toledano Adi claimed ownership of 221,790 units of Ordinary Shares (SEC Form 3)