SCHEDULE: Value Base Boosts Valens Semiconductor Stake to 20.79%

Value Base Ltd. and its affiliates have increased their beneficial ownership in Valens Semiconductor Ltd. to 20.79% through recent share purchases and equity grants to a director.

Summary

• Value Base Ltd. and its affiliates now beneficially own 21,299,896 Ordinary Shares of Valens Semiconductor Ltd., representing 20.79% of the outstanding shares.
• The total investment by Value Base entities to acquire these shares is approximately $51.4 million.
• Recent purchases include 300,000 shares at $1.50 on November 21, 2025, and 264,978 shares at $1.46 on November 20, 2025.
• Director Tal Yaacobi received equity grants on March 12, 2025, including 35,689 options with an exercise price of $2.410 and 25,630 restricted stock units, both vesting quarterly over one year starting April 15, 2025.
• Mr. Yaacobi will assign shares received from these equity grants to Value Base, allocated pro rata to VBF LP and VBFI GP.
• Mr. Yaacobi's current beneficial ownership, including exercisable options and vesting RSUs within 60 days, is 69,732 shares, representing approximately 0.07% of the outstanding shares.
• The percentage ownership is based on 102,365,516 ordinary shares outstanding as of November 10, 2025, which excludes 9,453,819 treasury shares.

Sentiment

Score: 7

Explanation: The increased stake by a significant investor group, coupled with recent purchases, suggests strong confidence in the company's value proposition. The director's equity grants further align interests. While not a direct company performance report, the actions of a major shareholder are generally positive.

Positives

• Increased stake by a significant investor group (Value Base Ltd. and affiliates) demonstrates continued confidence in Valens Semiconductor's future prospects.
• Recent share purchases at prices of $1.50 and $1.46 indicate ongoing investment at these levels by a major shareholder.
• Equity grants to director Tal Yaacobi, although assigned to Value Base, align his interests with the broader shareholder base and the investor group's objectives.

Negatives

• A trustee sold 3,399 Ordinary Shares received upon vesting of certain RSUs held by Mr. Yaacobi to satisfy tax withholding obligations, representing a minor dilution event.

Risks

• The reporting persons may be deemed to constitute a 'group' for purposes of Section 13(d) of the Securities Exchange Act of 1934, which could imply coordinated action and potential influence over the company's strategic direction.
• The reporting persons disclaim beneficial ownership of securities except to the extent of pecuniary interest and disclaim the existence of a group, which is standard legal boilerplate but highlights the potential for a control group.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance from Valens Semiconductor Ltd. but indicates a continued investment strategy by Value Base Ltd. and its affiliates, suggesting their positive long-term view on the Issuer.

Management Comments

• The filing primarily contains factual reporting of ownership and transactions, not direct management commentary or quotes from Valens Semiconductor Ltd. management. However, the reporting persons, including Ido Nouberger (CEO of Value Base Ltd.) and Victor Shamrich (Chairman of Value Base Ltd.), signed the filing, indicating their direct involvement in the reported actions.

Industry Context

This filing reflects a significant increase in a strategic investor's stake in Valens Semiconductor, a company operating in the semiconductor industry. Such an accumulation of shares by an investor group often signals a belief in the company's long-term potential or a strategic interest in its direction, which can be a positive indicator within the competitive semiconductor landscape.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• Tal Yaacobi, a director of Valens Semiconductor, is associated with Value Base, the reporting person group. His equity grants from Valens Semiconductor will be assigned to Value Base entities, reinforcing the group's overall holdings.

Stakeholder Impact

• Shareholders: Increased ownership by a major investor group could be seen as a vote of confidence, potentially stabilizing or supporting the share price. The group's significant stake (20.79%) gives them substantial influence over company decisions.
• Management: The alignment of director Tal Yaacobi's compensation with Value Base's holdings reinforces the investor group's influence on management decisions and strategic direction.

Next Steps

• Continued vesting of Tal Yaacobi's options and restricted stock units over the next year, with quarterly installments beginning April 15, 2025.
• Assignment of shares received from Yaacobi's equity grants to Value Base entities.
• Further Schedule 13D amendments if there are material changes in beneficial ownership or purpose.

Key Dates

Recommendation

The increased stake by Value Base Ltd. and its affiliates, reaching nearly 21% of Valens Semiconductor, signals strong conviction from a major investor group. While this is a positive indicator of long-term belief, the filing itself does not provide new operational or financial performance data to warrant an immediate 'buy' or 'strong buy' recommendation. The recent share purchases were made at prices around $1.46-$1.50, which could be seen as a floor or target for the investor group. The 'hold' recommendation reflects the positive sentiment from a significant shareholder without overstating the immediate impact on the company's fundamentals based solely on this ownership disclosure.

Keywords

Valens Semiconductor, Value Base, Schedule 13D, beneficial ownership, equity stake, share purchases, investor group, corporate governance, stock options, restricted stock units, M9607U115