SEC FORM 3

SEC FORM 3SEC 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^*

Yaacobi Tal

(Last)

(First)

(Middle)

8 HANAGAR ST.

POB 7152

(Street)

HOD HASHARON

4501309

(City)

(State)

(Zip)

ISRAEL

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/20/2026

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

3a. Foreign Trading Symbol

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

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

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

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, no par value	78,798⁽¹⁾	D⁽²⁾

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)	12/30/2024⁽³⁾	09/30/2031	Ordinary shares, no par value	55,710	$2.128	D⁽⁴⁾
Stock Option (Right to Buy)	04/15/2025⁽⁵⁾	01/15/2032	Ordinary shares, no par value	35,689	$2.41	D⁽⁶⁾
Stock Option (Right to Buy)	04/15/2026⁽⁷⁾	01/15/2033	Ordinary shares, no par value	56,804	$1.66	D⁽⁸⁾

Explanation of Responses:

1. Includes 47,847 restricted share units ("RSUs") granted on January 15, 2026, with 11,962 vesting on each of April 15, 2026, July 14, 2026, and October 12, 2026, and 11,961 vesting on January 15, 2027. Each RSU represents a contingent right to receive one ordinary share of the Company.

2. Pursuant to his management agreement with Value Base Ltd. ("Value Base"), Mr. Yaacobi will assign to Value Base all ordinary shares received following the exercise of his stock options or the vesting of his RSUs, which will be allocated to entities affiliated with Value Base. Mr. Yaacobi disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. Stock options were granted on September 30, 2024, with 4,643 vested on each of December 30, 2024, June 30, 2025, March 30, 2026, September 30, 2026, December 30, 2026 and June 30, 2027; 4,642 vesting on each of March 30, 2025, September 30, 2025, December 30, 2025, June 30, 2026, March 30, 2027, and September 30, 2027.

4. Pursuant to his management agreement with Value Base Ltd. ("Value Base"), Mr. Yaacobi will assign to Value Base all ordinary shares received following the exercise of his stock options or the vesting of his RSUs, which will be allocated to entities affiliated with Value Base. Mr. Yaacobi disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein

5. Stock options were granted on January 15, 2025, with 8,922 vested on each of April 15, 2025, October 12, 2025 and January 15, 2026, and 8,923 vested on July 14, 2025.

6. Pursuant to his management agreement with Value Base Ltd. ("Value Base"), Mr. Yaacobi will assign to Value Base all ordinary shares received following the exercise of his stock options or the vesting of his RSUs, which will be allocated to entities affiliated with Value Base. Mr. Yaacobi disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein

7. Stock options were granted on January 15, 2026, with 14,201 vesting on each of April 15, 2026, July 14, 2026, October 12, 2026, and January 15, 2027.

8. Pursuant to his management agreement with Value Base Ltd. ("Value Base"), Mr. Yaacobi will assign to Value Base all ordinary shares received following the exercise of his stock options or the vesting of his RSUs, which will be allocated to entities affiliated with Value Base. Mr. Yaacobi disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein

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.

	Tal Yaacobi by: Oppenheimer Israel, as Attorney-in-fact	03/20/2026
	** 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.
* Form 3: SEC 1473 (03-26)

SEC Form 3 filed by new insider Yaacobi Tal