VLN 6-K
Valens Semiconductor Ltd. (VLN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number: 001-40842
VALENS SEMICONDUCTOR LTD.
(Exact name of registrant as specified in itscharter)
8 Hanagar St. POB 7152
Hod Hasharon 4501309
Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
Exhibit 99.1 to this report, furnished on Form 6-K, is incorporated by reference into the Registrant’s registration statement on Form F-3 (File No. 333-260390) and Form S-8 (File Nos. 333-259849, 333-269250, 333-276520, 333-285792, and 333-293747), except with respect to the second paragraph and all text under the heading “Financial Outlook,” which shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
1
TABLE OF CONTENTS
| ITEM | |
|---|---|
| 99.1 | Earnings Release dated August 12, 2026 |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| VALENS SEMICONDUCTOR LTD. | |
|---|---|
| By: | /s/ Yoram Salinger |
| Name: Yoram Salinger | |
| Title: Chief Executive Officer |
Date: August 12, 2026
3
Exhibit 99.1
Valens Semiconductor Reports Strong Second Quarter2026 Results and Raises Full-Year Revenue Guidance
| ● | Delivered Q2 2026 revenue of $18.1 million, exceeding the top end of our guidance |
|---|---|
| ● | Q2 2026 gross margin: 61.5% GAAP; 64.3% non-GAAP |
| --- | --- |
| ● | Cash, cash equivalents and short-term deposits as of June 30, 2026: $83.4 million |
| --- | --- |
| ● | Increased full-year 2026 revenue guidance to between $78.0 million and $81.0 million |
| --- | --- |
HOD HASHARON, Israel, August 12, 2026 /PRNewswire/ -- Valens Semiconductor Ltd. (NYSE: VLN), a leader in high-performance connectivity chipsets that enable reliable, long-reach video transmission across the world’s most demanding applications, today reported financial results for the second quarter ended June 30, 2026.
“We are pleased with our performance in the second quarter, where we exceeded our guidance and delivered revenue of $18.1 million,” said Yoram Salinger, CEO of Valens Semiconductor. “This quarter demonstrates continued customer demand and highlights the strength of our execution across the business. Our Audio-Video segment remains the established foundation of the company, while our Automotive ADAS design win programs continue to advance toward production and long-term revenue generation. At the same time, our technology leadership, validated by strong customer adoption, is increasingly translating into tangible commercial opportunities, and positioning us for future growth. Together, these achievements contributed to our confidence in the continuation of this business traction and supported our decision to raise guidance for the year 2026.”
Q2 2026 Business Highlights:
| ● | Barco selected HDBaseT chipsets to power its new ClickShare USB-C Extension over CAT kit. |
|---|---|
| ● | Participated at the InfoComm trade show, showcasing the VS3000 and the VS6320 chipsets, expanding engagements,<br>and generating new sales opportunities. |
| --- | --- |
| ● | Introduced a new reference design offering for USB3 and 4K video extension tailored to the needs of our<br>leading ODM customers, driving millions of dollars in bookings. |
| --- | --- |
| ● | Advanced all four Automotive design-win programs toward production, with revenue expected to ramp up in<br>2027. |
| --- | --- |
| ● | Welcoming Karine Pinto-Flomenboim as the new Chief Financial Officer, effective August 9^th^,<br>2026, and Dean Martin as the new Head of Automotive Business Unit, effective on September 1^st^, 2026. |
| --- | --- |
Q2 2026 Financial Highlights:
| ● | Q2 2026 revenue reached $18.1 million, exceeding our guidance of $17.2-$17.6 million, compared to $16.9<br>million in Q1 2026 and $17.1 million in Q2 2025. |
|---|---|
| o | Q2 2026 Cross-Industry Business (“CIB”) revenue accounted for approximately 70% of total revenue<br>at $13.1 million compared to $11.0 million in Q1 2026 and $12.8 million in Q2 2025. |
| --- | --- |
| o | Q2 2026 Automotive revenue accounted for approximately 30% of total revenue at $5.0 million, compared<br>to $5.9 million in Q1 2026 and $4.3 million in Q2 2025. |
| --- | --- |
| ● | Q2 2026 GAAP gross margin was 61.5% (non-GAAP gross margin was 64.3%), in line with our guidance. This<br>is compared to a GAAP gross margin of 62.2% for Q1 2026 and 63.5% for Q2 2025 (non-GAAP gross margin of 65.2% in Q1 2026 and 67.2% in<br>Q2 2025). On a segment basis, Q2 gross margin from CIB was 69.2% and gross margin from Automotive was 41.5%. This compares to a Q1 2026<br>gross margin of 70.8% and 46.2%, respectively, and a Q2 2025 gross margin of 67.8% and 50.5%, respectively. The decrease in Q2 automotive<br>gross margin compared to Q1 2026 was due to additional testing facility expenses incurred to prioritize and support production requirements. |
| --- | --- |
| ● | Q2 2026 GAAP net loss amounted to $(8.1) million, compared to a net loss of $(8.3) million in Q1 2026<br>and a net loss of $(7.2) million in Q2 2025. |
| --- | --- |
| ● | Q2 2026 adjusted EBITDA was a loss of $(4.2) million, lower than the guidance range of a $(4.9)-$(4.4)<br>million adjusted EBITDA loss. This compares to an adjusted EBITDA loss of $(5.5) million in Q1 2026 and an adjusted EBITDA loss of $(4.0)<br>million in Q2 2025. |
| --- | --- |
| ● | Cash, cash equivalents and short-term deposits as of June 30, 2026, were $83.4 million. This compares<br>to cash, cash equivalents and short-term deposits of $86.1 million as of March 31, 2026 and to cash, cash equivalents and short-term deposits<br>of $92.6 million as of December 31, 2025. |
| --- | --- |
Financial Outlook for Q3 2026 and Raised Full-Year Guidance
For Q3 2026, Valens Semiconductor expects revenue to range between $21.3 million and $21.7 million, gross margin to range between 60.0% and 62.0%, and adjusted EBITDA loss to range between $(3.4) million and $(2.8) million.
Based on its strong first-half 2026 performance and improved visibility for the remainder of the year, Valens has raised its full-year 2026 revenue guidance to between $78.0 million and $81.0 million, an increase of approximately 13% (midpoint of the guidance) compared to the annual revenue of 2025.
Disclaimer: Valens Semiconductor does not provideGAAP net profit (loss) guidance as certain elements of net profit (loss), including share-based compensation expenses and warrant valuations,are not predictable due to the high variability and difficulty of making accurate forecasts. Adjusted EBITDA is a non-GAAP measure. Seethe tables below for additional information regarding this and other non-GAAP metrics used in this release.
Conference Call Information
Valens will host a conference call and webinar at 8:30 a.m. Eastern Time to discuss its operational and financial results followed by a question-and-answer session for the investment community. Investors are invited to attend by registering in advance here. A replay of the webinar will also be available shortly after the call in the Investors section of Valens’ website for 90 days. If you wish to dial in, please use the following options: USA & Canada (Toll-Free): (888) 715-9871; United States (New York): (646) 307-1963; United Kingdom (Toll-Free): +44.800.260.6466; United Kingdom (London): +44.20.3481.4247; Israel (Tel Aviv): +972 3 376 1144; Conference ID: 1504681.
NYSE Rule 203.01 Annual Financial ReportAnnouncement
Pursuant to Rule 203.01 of the New York Stock Exchange Manual, Valens Semiconductor Ltd. hereby announces to holders of its ordinary shares that its Annual Report on Form 20-F for 2025 (including its full year 2025 audited financial statements), filed with the U.S. Securities and Exchange Commission on February 25, 2026, is available in the investor relations section of its website at https://investors.valens.com/financials/secfilings/default.aspx. While the company encourages the sustainable approach of downloading and reading the report online, hard copies of the 2025 Annual Report will be provided free of charge, upon request, as follows: Valens Semiconductor Ltd., 8 Hanagar St. POB 7152, Hod Hasharon 4501309, Israel, or by emailing: [email protected].
2
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are subject to a number of risks and uncertainties, including the cyclicality of the semiconductor industry; the effect of inflation and a rising interest rate environment on our customers and industry; the ability of our customers to absorb inventory; competition in the semiconductor industry, and the failure to introduce new technologies and products in a timely manner to compete successfully against competitors; if Valens fails to adjust its supply chain volume due to changing market conditions or fails to estimate its customers’ demand; disruptions in relationships with any one of Valens’ key customers or suppliers; any difficulty selling Valens’ products if customers do not design its products into their product offerings; our ability to effectively manage, invest in, grow, and retain our sales force, research and development capabilities, marketing team and other key personnel; our ability to timely adjust product prices to customers following price increase by the supply chain; our ability to adjust our inventory level due to reduction in demand due to inventory buffers accrued by customers; our expectations regarding the outcome of any future litigation in which we are named as a party; our ability to adequately protect and defend our intellectual property and other proprietary rights; risks related to our use of AI technologies; our ability to successfully integrate or otherwise achieve anticipated benefits from acquired businesses; the market price and trading volume of the Valens ordinary shares may be volatile and could decline significantly; further deterioration of macroeconomic conditions due to ongoing global political and economic uncertainty; political, economic, governmental and tax consequences, as well as geopolitical tensions, associated with our incorporation and location in Israel; and those factors discussed in Valens’ Form 20-F filed with the SEC on February 25, 2026 under the heading “Risk Factors,” and other documents of Valens filed, or to be filed, with the SEC. Except as required by law, we undertake no obligations to make any revisions to the forward-looking statements contained in this press release or to update them to reflect events or circumstances occurring after the date of this press release, whether as a result of new information, future developments or otherwise.
About Valens Semiconductor
Valens Semiconductor (NYSE: VLN) is a leading provider of high-performance connectivity chipsets that enable reliable, long-reach data transmission across the world’s most demanding applications. Valens’ chipsets are integrated into countless devices from leading customers, powering state-of-the-art audio-video installations, next-generation videoconferencing, Advanced Driver Assistance Systems and Software Defined Vehicles. Valens is a pioneer in connectivity technologies and a key contributor to leading industry standards, including HDBaseT® and MIPI A-PHY. For more information, visit www.valens.com
3
VALENS SEMICONDUCTOR LTD.
SUMMARY OF FINANCIAL RESULTS
(U.S. Dollars in thousands, except per shareamounts)
| ThreeMonths EndedJune 30, | SixMonths Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||||||
| Revenues | 18,105 | 17,059 | 34,964 | 33,887 | ||||||||
| Gross Profit | 11,139 | 10,835 | 21,626 | 21,417 | ||||||||
| Gross Margin | 61.5 | % | 63.5 | % | 61.9 | % | 63.2 | % | ||||
| Net Loss | (8,052 | ) | (7,184 | ) | (16,342 | ) | (15,492 | ) | ||||
| Working Capital^1^ | 88,919 | 105,998 | 88,919 | 105,998 | ||||||||
| Cash, Cash Equivalents and Short-Term Deposits^2^ | 83,431 | 102,721 | 83,431 | 102,721 | ||||||||
| Net Cash Used in Operating Activities | (3,486 | ) | (211 | ) | (8,978 | ) | (7,761 | ) | ||||
| Non-GAAP Financial Data | ||||||||||||
| Non-GAAP Gross Margin^3^ | 64.3 | % | 67.2 | % | 64.8 | % | 67.0 | % | ||||
| Adjusted EBITDA Loss^4^ | (4,227 | ) | (4,016 | ) | (9,693 | ) | (8,362 | ) | ||||
| Non-GAAP Earnings Loss Per Share<br>(in U.S. Dollars)^5^ | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.09 | ) | $ | (0.07 | ) |
| ^1^ | Working Capital is calculatedas Total Current Assets, less Total Current Liabilities, as of the last day of the period. | |||||||||||
| --- | --- | |||||||||||
| ^2^ | As of the last day of the period. | |||||||||||
| --- | --- | |||||||||||
| ^3^ | GAAP Gross Profit excludingshare-based compensation and depreciation expenses, divided by revenue. For the three months ended June 30, 2026, and 2025, share-basedcompensation and depreciation & amortization expenses were $507 thousand and $630 thousand, respectively. For the six months endedJune 30, 2026, and 2025, share-based compensation and depreciation expenses were $1,015 thousand and $1,280 thousand, respectively. | |||||||||||
| --- | --- | |||||||||||
| ^4^ | Adjusted EBITDA is definedas Net profit (loss) before financial income (expense), net, income taxes, equity in earnings of investee and depreciation and amortization,further adjusted to exclude share-based compensation and change in fair value earnout liability, which may vary from period-to-period,and certain batch production incident income. We caution investors that amounts presented in accordance with our definition of AdjustedEBITDA may not be comparable to similar measures disclosed by other issuers, because not all issuers calculate Adjusted EBITDA in thesame manner. Adjusted EBITDA should not be considered as an alternative to Net loss or any other performance measures derived in accordancewith GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity. Please refer to the appendix atthe end of this press release for a reconciliation to the most directly comparable measure in accordance with GAAP. | |||||||||||
| --- | --- | |||||||||||
| ^5^ | See reconciliation of GAAPto non-GAAP financial measures. | |||||||||||
| --- | --- |
4
VALENS SEMICONDUCTOR LTD.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS(U.S. Dollars in thousands, except share and per share amounts)
| Three Months Ended <br> June 30, | Six Months Ended <br> June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||||||
| REVENUES | 18,105 | 17,059 | 34,964 | 33,887 | ||||||||
| COST OF REVENUES | (6,966 | ) | (6,224 | ) | (13,338 | ) | (12,470 | ) | ||||
| GROSS PROFIT | 11,139 | 10,835 | 21,626 | 21,417 | ||||||||
| OPERATING EXPENSES: | ||||||||||||
| Research and development expenses | (10,076 | ) | (10,198 | ) | (20,370 | ) | (20,788 | ) | ||||
| Sales and marketing expenses | (5,011 | ) | (5,166 | ) | (10,407 | ) | (10,773 | ) | ||||
| General and administrative expenses | (3,998 | ) | (3,697 | ) | (8,015 | ) | (7,364 | ) | ||||
| Change in earnout liability | - | 837 | 282 | 663 | ||||||||
| TOTAL OPERATING EXPENSES | (19,085 | ) | (18,224 | ) | (38,510 | ) | (38,262 | ) | ||||
| OPERATING LOSS | (7,946 | ) | (7,389 | ) | (16,884 | ) | (16,845 | ) | ||||
| Financial income (expenses), net | (79 | ) | 225 | 594 | 1,463 | |||||||
| LOSS BEFORE INCOME TAXES | (8,025 | ) | (7,164 | ) | (16,290 | ) | (15,382 | ) | ||||
| INCOME TAXES | (29 | ) | (21 | ) | (56 | ) | (114 | ) | ||||
| LOSS AFTER INCOME TAXES | (8,054 | ) | (7,185 | ) | (16,346 | ) | (15,496 | ) | ||||
| Equity in earnings of investee | 2 | 1 | 4 | 4 | ||||||||
| NET LOSS | (8,052 | ) | (7,184 | ) | (16,342 | ) | (15,492 | ) | ||||
| EARNINGS PER SHARE DATA: BASIC AND DILUTED NET LOSS PER ORDINARY SHARE^6^ (in U.S. Dollars) | $ | (0.08 | ) | $ | (0.07 | ) | $ | (0.15 | ) | $ | (0.15 | ) |
| WEIGHTED AVERAGE NUMBER OF SHARES AND VESTED RSUS USED IN COMPUTING NET LOSS PER ORDINARY SHARE | 107,236,802 | 103,551,779 | 106,142,089 | 104,403,869 | ||||||||
| Other comprehensive income (loss): | ||||||||||||
| Change in unrealized gain (loss) on cash flow hedges | 352 | 1,276 | (12 | ) | 734 | |||||||
| TOTAL COMPREHENSIVE LOSS | (7,700 | ) | (5,908 | ) | (16,354 | ) | (14,758 | ) |
| ^6^ | Seenote 5. |
|---|
5
VALENS SEMICONDUCTOR LTD.CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. Dollars in thousands)
| June 30,<br> 2026 | December 31, <br> 2025 | |||
|---|---|---|---|---|
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash and cash equivalents | 42,557 | 27,863 | ||
| Short-term deposits | 40,874 | 64,733 | ||
| Restricted Short-term deposit | 1,120 | 1,132 | ||
| Trade accounts receivable | 8,867 | 9,971 | ||
| Prepaid expenses and other current assets | 4,106 | 4,842 | ||
| Inventories | 12,513 | 10,117 | ||
| TOTAL CURRENT ASSETS | 110,037 | 118,658 | ||
| LONG-TERM ASSETS | ||||
| Property and equipment, net | 2,514 | 2,901 | ||
| Operating lease right-of-use assets | 6,251 | 6,901 | ||
| Intangible assets | 3,291 | 3,762 | ||
| Goodwill | 1,847 | 1,847 | ||
| Other assets | 686 | 632 | ||
| TOTAL LONG-TERM ASSETS | 14,589 | 16,043 | ||
| TOTAL ASSETS | 124,626 | 134,701 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| TOTAL CURRENT LIABILITIES | 21,118 | 22,934 | ||
| LONG-TERM LIABILITIES | ||||
| Non-current operating leases liabilities | 6,348 | 6,717 | ||
| Other long-term liabilities | 106 | 67 | ||
| TOTAL LONG-TERM LIABILITIES | 6,454 | 6,784 | ||
| TOTAL LIABILITIES | 27,572 | 29,718 | ||
| TOTAL SHAREHOLDERS’ EQUITY | 97,054 | 104,983 | ||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 124,626 | 134,701 |
6
VALENS SEMICONDUCTOR LTD.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(U.S. Dollars in thousands)
| Six Months Ended <br> June 30, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| CASH FLOW FROM OPERATING ACTIVITIES: | ||||||
| Net loss for the period | (16,342 | ) | (15,492 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Income and expense items not involving cash flows: | ||||||
| Depreciation and amortization | 1,227 | 1,528 | ||||
| Stock-based compensation | 6,246 | 7,941 | ||||
| Exchange rate differences | 931 | 159 | ||||
| Realized and unrealized loss (gain) on non-designated derivative instruments | 3 | 617 | ||||
| Interest on short-term deposits | 91 | 771 | ||||
| Change in earnout liability | (282 | ) | (663 | ) | ||
| Reduction in the carrying amount of ROU assets | 682 | 692 | ||||
| Equity in earnings of investee, net of dividend received | (4 | ) | 1 | |||
| Changes in operating assets and liabilities: | ||||||
| Trade accounts receivable | 1,092 | (382 | ) | |||
| Prepaid expenses and other current assets | 758 | 878 | ||||
| Inventories | (2,396 | ) | (1,460 | ) | ||
| Other assets | (8 | ) | (96 | ) | ||
| Current Liabilities | (234 | ) | (1,864 | ) | ||
| Change in operating lease liabilities | (781 | ) | (403 | ) | ||
| Other long-term liabilities | 39 | 12 | ||||
| Net cash used in operating activities | (8,978 | ) | (7,761 | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Investment in short-term deposits | (19,162 | ) | (52,505 | ) | ||
| Maturities of short-term deposits | 44,062 | 91,835 | ||||
| Purchase of property and equipment | (302 | ) | (537 | ) | ||
| Derivative instruments of non-designated hedges | (3 | ) | (672 | ) | ||
| Net cash provided by investing activities | 24,595 | 38,121 | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Repurchase of Ordinary Shares | - | (19,761 | ) | |||
| Earnout payment | (1,962 | ) | - | |||
| Exercise of stock options | 2,179 | 385 | ||||
| Net cash provided by (used in) financing activities | 217 | (19,376 | ) | |||
| Effect of exchange rate changes on cash and cash equivalents | (20 | ) | 182 | |||
| INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED DEPOSIT | 15,814 | 11,166 | ||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED DEPOSIT AT THE BEGINNING OF THE PERIOD | 27,863 | 35,423 | ||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED DEPOSIT AT THE END OF THE PERIOD | 43,677 | 46,589 | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||
| Cash and cash equivalent | 42,557 | 46,589 | ||||
| Restricted Deposit | 1,120 | - | ||||
| Total cash, cash equivalent and restricted deposit | 43,677 | 46,589 | ||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||
| Trade accounts payable on account of property and equipment | 67 | 194 | ||||
| Operating lease liabilities arising from obtaining operating right-of-use assets and lease modifications | 32 | 494 |
7
VALENS SEMICONDUCTOR LTD.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIALMEASURES
(U.S. Dollars in thousands)
The following table provides a reconciliation of Net loss to Adjusted EBITDA, a non-GAAP measure. Adjusted EBITDA is defined as Net profit (loss) before financial income (expense), net, income taxes, equity in earnings of investee and depreciation and amortization, further adjusted to exclude share-based compensation and change in fair value of earnout liability, which may vary from period-to-period. We caution investors that amounts presented in accordance with our definition of Adjusted EBITDA may not be comparable to similar measures disclosed by other issuers, because not all issuers calculate Adjusted EBITDA in the same manner. Adjusted EBITDA should not be considered as an alternative to Net loss or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity.
Although we provide guidance for Adjusted EBITDA, we are not able to provide guidance for projected Net profit (loss), the most directly comparable GAAP measures. Certain elements of Net profit (loss), including share-based compensation expenses and warrant valuations, are not predictable due to the high variability and difficulty of making accurate forecasts. As a result, it is impractical for us to provide guidance on Net profit (loss) or to reconcile our Adjusted EBITDA guidance without unreasonable efforts. Consequently, no disclosure of projected Net profit (loss) is included. For the same reasons, we are unable to address the probable significance of the unavailable information.
| Three Months Ended<br> June 30, | Six Months Ended<br> June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||||||
| Net Loss | (8,052 | ) | (7,184 | ) | (16,342 | ) | (15,492 | ) | ||||
| Adjusted to exclude the following: | ||||||||||||
| Change in earnout liability | - | (837 | ) | (282 | ) | (663 | ) | |||||
| Financial expenses (income), net | 79 | (225 | ) | (594 | ) | (1,463 | ) | |||||
| Income taxes | 29 | 21 | 56 | 114 | ||||||||
| Equity in earnings of investee | (2 | ) | (1 | ) | (4 | ) | (4 | ) | ||||
| Certain batch production incident income | - | (323 | ) | - | (323 | ) | ||||||
| Depreciation and amortization | 609 | 758 | 1,227 | 1,528 | ||||||||
| Stock-based compensation expenses | 3,110 | 3,775 | 6,246 | 7,941 | ||||||||
| Adjusted EBITDA Loss | (4,227 | ) | (4,016 | ) | (9,693 | ) | (8,362 | ) |
8
VALENS SEMICONDUCTOR LTD.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIALMEASURES
(U.S. Dollars in thousands, except per shareamounts)
The following tables provide a calculation of the GAAP Loss per share and reconciliation to Non-GAAP Loss per share.
| ThreeMonths EndedJune 30, | SixMonths EndedJune 30, | **** | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | **** | 2025 | **** | |||||||
| GAAP Loss per Share | **** | **** | ||||||||||
| GAAP Net Loss used for computing Loss per Share | (8,052 | ) | (7,184 | ) | **** | (16,342 | ) | **** | (15,492 | ) | ||
| **** | **** | **** | **** | **** | **** | |||||||
| Earnings Per Share Data: | **** | **** | **** | **** | **** | **** | ||||||
| GAAP Loss per Share (in U.S. Dollars) | $ | (0.08 | ) | $ | (0.07 | ) | $ | (0.15 | ) | $ | (0.15 | ) |
| Weighted average number of shares and vested RSUs used in computing net loss per ordinary share | 107,236,802 | 103,551,779 | **** | 106,142,089 | **** | **** | 104,403,869 | **** | ||||
| Three Months Ended<br> June 30, | Six Months Ended<br> June 30, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2026 | 2025 | 2026 | 2025 | |||||||||
| Non-GAAP Loss per Share^7^ | ||||||||||||
| GAAP Net Loss | (8,052 | ) | (7,184 | ) | (16,342 | ) | (15,492 | ) | ||||
| Adjusted to exclude the following: | ||||||||||||
| Stock based compensation | 3,110 | 3,775 | 6,246 | 7,941 | ||||||||
| Depreciation and amortization | 609 | 758 | 1,227 | 1,528 | ||||||||
| Certain batch production incident income | - | (323 | ) | - | (323 | ) | ||||||
| Change in earnout liability | - | (837 | ) | (282 | ) | (663 | ) | |||||
| Total Non-GAAP Loss used for computing Loss per Share | (4,333 | ) | (3,811 | ) | (9,151 | ) | (7,009 | ) | ||||
| Earnings Per Share Data: | ||||||||||||
| Non-GAAP Loss per Share (in U.S. Dollars) | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.09 | ) | $ | (0.07 | ) |
| Weighted average number of shares and vested RSUs used in computing net loss per ordinary share | 107,236,802 | 103,551,779 | 106,142,089 | 104,403,869 | ||||||||
| ^7^ | The<br> company calculates its non-GAAP Loss per Share as GAAP Net Loss adjusted to exclude the following: Stock based compensation, depreciation and amortization, and the change in fair value of Forfeiture Share and earnout liability, divided by the weighted average number of shares used in calculation of net loss per share. | |||||||||||
| --- | --- |
9
For more information, please contact:
Investor Contact:
Michal Ben Ari: [email protected]
Media Contact:
Yoni Dayan: [email protected]
Logo - https://mma.prnewswire.com/media/2309625/Valens_Semiconductor_Logo.jpg
10