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 February 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 and 333-276520), except with respect to the second and third paragraphs and all text under the heading “Financial Outlook for Q1 and Full Year 2026,” 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.
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TABLE OF CONTENTS
| ITEM | |
|---|---|
| 99.1 | Earnings Release dated February 25, 2026 |
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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: February 25, 2026
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Exhibit 99.1
Valens Semiconductor Reports Fourth Quarterand Full Year 2025 Results
Key Financial Highlights:
| ● | Q4 2025 revenues: $19.4 million, exceeding the top end of our guidance |
|---|---|
| ● | Q4 2025 gross margin: 60.5% GAAP; 63.9% non-GAAP, exceeding the top end of our guidance |
| --- | --- |
| ● | Cash, cash equivalents and short-term deposits as of December 31, 2025: $92.6 million |
| --- | --- |
HOD HASHARON, Israel, February 25, 2026 /PRNewswire/ -- Valens Semiconductor Ltd. (NYSE: VLN), a leader in high-performance connectivity, today reported financial results for the fourth quarter and full year ended December 31, 2025.
“We are pleased to report a strong fourth quarter, well above our initial expectations, delivering revenues of $19.4 million, which brings us to $70.6 million yearly revenues in 2025,” said Yoram Salinger, CEO of Valens Semiconductor. “Valens’ fourth-quarter results mark our seventh consecutive quarter of revenue growth and a 22% growth year-over-year increase. While we expect to maintain growth in 2026, the pace and extent of that growth may be affected by macroeconomic conditions and the pace of adoption of new technologies, which could continue to reduce visibility and increase uncertainty.”
“Valens has delivered some remarkable achievements over the years, both in the Audio-Video arena and in the Automotive market. Hence, my outlook for the company and my strategy for achieving our growth targets is to concentrate our resources on these core businesses. In these markets, Valens brings unmatched technology leadership and brand recognition, and our focus will continue to be on meaningful growth opportunities,” Salinger concluded.
“Our yearly guidance reflects our expectation for continued growth, based on the visibility we have today, while acknowledging that macroeconomic uncertainty may impact the pace of our growth,” said Guy Nathanzon, CFO of Valens Semiconductor. “Given the current environment and reduced visibility beyond the near term, we will provide single-year growth projections going forward. Further, at the beginning of 2026, we announced an operational efficiency plan, which is expected to save approximately $5 million annually in operating expenses.”
Q4 2025 Financial Highlights:
| ● | Q4 2025 revenues reached $19.4 million, exceeding our guidance of $18.2-$18.9 million, compared to $17.3<br>million in Q3 2025 and $16.7 million in Q4 2024. |
|---|---|
| ○ | Q4 2025 Cross-Industry Business (“CIB”) revenues accounted for approximately 70% of total<br>revenues at $13.9 million compared to $13.2 million in Q3 2025 and $11.7 million in Q4 2024. |
| --- | --- |
| ○ | Q4 2025 Automotive revenues accounted for approximately 30% of total revenues at $5.5 million, compared<br>to $4.1 million in Q3 2025 and $5.0 million in Q4 2024. |
| --- | --- |
| ● | Q4 2025 GAAP gross margin was 60.5% (non-GAAP gross margin was 63.9%), above the guidance of 58%-60%.<br>This is compared to a GAAP gross margin of 63.0% for Q3 2025 and 60.4% for Q4 2024 (non-GAAP gross margin of 66.7% in Q3 2025 and 64.5%<br>in Q4 2024). On a segment basis, Q4 2025 gross margin from the CIB was 66.4% and gross margin from Automotive was 45.9%. This compares<br>to a Q3 2025 gross margin of 69.1% and 43.2%, respectively, and Q4 2024 gross margin of 64.7% and 50.5%, respectively. The decrease in<br>gross margin of the CIB compared to Q3 2025 was due to a change in product mix. The increase in Q4 2025 in automotive gross margin compared<br>to Q3 2025 was due to cost optimization. |
| --- | --- |
| ● | Q4 2025 GAAP net loss amounted to $(8.8) million, compared to a net loss of $(7.3) million in Q3 2025<br>and a net loss of $(7.3) million in Q4 2024. |
| --- | --- |
| ● | Q4 2025 adjusted EBITDA was a loss of $(4.3) million, within the guidance range of a $(4.6)-$(4.2) million<br>adjusted EBITDA loss. This compares to an adjusted EBITDA loss of $(4.3) million in Q3 2025 and an adjusted EBITDA loss of $(3.7) million<br>in Q4 2024. |
| --- | --- |
Full Year 2025 Financial Highlights
| ● | 2025 revenues reached $70.6 million, exceeding our guidance of between $69.4 million to $70.1 million.<br>This compares to full year revenues from 2024 of $57.9 million. |
|---|---|
| ○ | CIB revenues accounted for 73.1% (equivalent to $51.6 million) compared to 62.7% (equivalent to $36.3<br>million) in 2024. The increase was due to the recovery in the Audio-Video market. |
| --- | --- |
| ○ | Automotive revenues accounted for 26.9% (equivalent to $19.0 million), compared to 37.3% (equivalent to<br>$21.6 million) in 2024. The decrease was due to gradual price erosion and a reduction in the number of units sold to Mercedes Benz. |
| --- | --- |
| ● | 2025 GAAP gross margin was 62.4% (non-GAAP gross margin was 66.1%). This compared to a GAAP gross margin<br>of 59.2% for 2024 (and non-GAAP gross margin of 62.9%). On a segment basis, 2025 gross margin from the CIB was 68.1% and gross margin<br>from Automotive was 47.0%. This compares to gross margin of 71.0% and 39.5%, respectively, in 2024. The increase in the 2025 automotive<br>gross margin was due to an optimization of our product cost. The decrease in gross margin of the CIB was due to a product mix shift. |
| --- | --- |
| ● | 2025 GAAP net loss was $(31.6) million, compared to a GAAP net loss of $(36.6) million in 2024. |
| --- | --- |
| ● | Adjusted EBITDA loss in 2025 was $(16.9) million, compared to $(21.1) million in 2024. |
| --- | --- |
| ● | Cash, cash equivalents and short-term deposits as of December 31, 2025 was $92.6 million with no debt.<br>This compares to a cash balance of $93.5 million as of September 30, 2025 and $131.0 million as of December 31, 2024. During 2025 the<br>company allocated a total of $24.0 million for share repurchase programs and spent $14.4 million for ongoing operations during 2025. |
| --- | --- |
| ● | Inventory balance of $10.1 million on December 31, 2025 was down from $11.0 million on September 30, 2025,<br>and $10.2 million on December 31, 2024. |
| --- | --- |
Business Highlights in Q4 2025 and Following Events
| ● | Fourth MIPI A-PHY design win with a premium carmaker serving the Chinese market. |
|---|---|
| ● | Valens, Imavix Engineering and CIS Corporation, partner to offer the first MIPI A-PHY-based platform for<br>machine vision, integrating Valens’ VA7000 chipset. |
| --- | --- |
| ● | Valens and Sakae Riken Kogyo to unveil the automotive market’s first<br>production-ready MIPI A-PHY-enabled e-mirror. |
| --- | --- |
| ● | Implementation of an operational efficiency plan expected to save approximately<br>$5 million annually in operating expenses. |
| --- | --- |
Financial Outlook for Q1 and Full Year 2026
For Q1 2026, Valens expects revenues to range between $16.3 million to $16.7 million, gross margin to range between 57% to 59%, and adjusted EBITDA loss to range between $(7.9) million to $(7.5) million.
For the full year 2026, Valens expect revenues to range between $75.0 million to $77.0 million, an increase of approximately 8% (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 Semiconductor will host a conference call today, Wednesday, February 25, 2026, at 8:30 a.m. Eastern Time (ET) to discuss its fourth quarter and full year 2025 financial results and business outlook. To access this call, dial (at least 10 minutes before the scheduled time) +1 (888) 281-1167 (U.S.), 0 (808) 101-2717 (UK), 03 918 0610 (Israel) or +972 3 918 0610 (all other locations). A live webcast of the conference call will be available via the investor relations section of Valens Semiconductor’s website at Valens - Financials - Quarterly Results. The live webcast can also be accessed by clicking HERE. A replay of the conference call will be available on Valens Semiconductor’s website shortly after the call concludes.
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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: investors@valens.com.
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 include, but are not limited to, statements regarding our anticipated future results, including financial results, our anticipated growth projections, our ability to concentrate our resources on our core businesses, our expectations regarding future revenues, gross margin, and adjusted EBITDA loss, and future economic and market conditions. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Valens Semiconductor’s (“Valens”) management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Valens Semiconductor. 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; Valens’ dependence on winning selection processes; even if Valens succeeds in winning selection processes for its products, Valens may not generate timely or sufficient net sales or margins from those wins; sustained yield problems or other delays or quality events in the manufacturing process of products; 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, including with respect to China-Taiwan relations and increasing trade and other tariff-related tensions (as our current guidance assumes the estimated production and/or demand impact on us of current tariff conditions); 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. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Valens does not presently know or that Valens currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Valens’ expectations, plans or forecasts of future events and views as of the date of this press release. Valens anticipates that subsequent events and developments may cause Valens’ assessments to change. However, while Valens may elect to update these forward-looking statements at some point in the future, Valens specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Valens’ assessment as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
About Valens Semiconductor
Valens Semiconductor is a leader in high-performance connectivity, enabling customers to transform the digital experiences of people worldwide. Valens’ chipsets are integrated into countless devices from leading customers, powering state-of-the-art audio-video installations, next-generation videoconferencing, and enabling the evolution of ADAS and autonomous driving. Pushing the boundaries of connectivity, Valens sets the standard everywhere it operates, and its technology forms the basis for the leading industry standards such as HDBaseT® and MIPI A-PHY. For more information, visit https://www.valens.com/.
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VALENS SEMICONDUCTOR LTD.
SUMMARY OF FINANCIAL RESULTS
(U.S. Dollars in thousands, except per shareamounts)
| Three Months Ended <br> December 31, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenues | 19,403 | 16,665 | 70,625 | 57,859 | ||||||||
| Gross Profit | 11,746 | 10,073 | 44,085 | 34,277 | ||||||||
| Gross Margin | 60.5 | % | 60.4 | % | 62.4 | % | 59.2 | % | ||||
| Net loss | (8,770 | ) | (7,317 | ) | (31,583 | ) | (36,583 | ) | ||||
| Working Capital^1^ | 95,724 | 133,577 | 95,724 | 133,577 | ||||||||
| Cash, cash equivalents and<br> short-term deposits^2^ | 92,596 | 130,955 | 92,596 | 130,955 | ||||||||
| Net cash provided by (used in) operating activities | (295 | ) | (330 | ) | (12,718 | ) | 1,019 | |||||
| Non-GAAP Financial Data | ||||||||||||
| Non-GAAP Gross Margin^3^ | 63.9 | % | 64.5 | % | 66.1 | % | 62.9 | % | ||||
| Adjusted EBITDA Loss^4^ | (4,256 | ) | (3,688 | ) | (16,915 | ) | (21,063 | ) | ||||
| Non-GAAP Loss per share (in U.S. Dollars)^5^ | $ | (0.04 | ) | $ | (0.02 | ) | $ | (0.14 | ) | $ | (0.15 | ) |
| ^1^ | Working Capital is calculated as 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 excluding share-based compensation anddepreciation and amortization expenses, divided by revenue. For the three months ended December 31, 2025, and 2024, share-based compensationand depreciation and amortization expenses were $654 thousand and $681 thousand, respectively. For the twelve months ended December 31,2025, and 2024, share-based compensation and depreciation and amortization expenses were $2,570 thousand and $2,135 thousand, respectively. | |||||||||||
| --- | --- | |||||||||||
| ^4^ | Adjusted EBITDA is defined as Net profit (loss) beforefinancial expense (income), net, income taxes, equity in earnings of investee and depreciation and amortization, further adjusted toexclude share-based compensation and change in fair value of Forfeiture Shares and earnout liability, which may vary from period-to-period,and certain batch production incident expenses (income). We caution investors that amounts presented in accordance with our definitionof Adjusted EBITDA may not be comparable to similar measures disclosed by other issuers, because not all issuers calculate Adjusted EBITDAin the same manner. Adjusted EBITDA should not be considered as an alternative to Net loss or any other performance measures derivedin accordance with GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity. Please refer to theappendix at the end of this press release for a reconciliation to the most directly comparable measure in accordance with GAAP. | |||||||||||
| --- | --- | |||||||||||
| ^5^ | See reconciliation of GAAP to non-GAAP financial measures. | |||||||||||
| --- | --- |
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VALENS SEMICONDUCTOR LTD.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(U.S. Dollars in thousands, except share and per share amounts)
| Three Months Ended<br> December 31, | Year Ended <br> December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| REVENUES | 19,403 | 16,665 | 70,625 | 57,859 | ||||||||
| COST OF REVENUES | (7,657 | ) | (6,592 | ) | (26,540 | ) | (23,582 | ) | ||||
| GROSS PROFIT | 11,746 | 10,073 | 44,085 | 34,277 | ||||||||
| OPERATING EXPENSES: | ||||||||||||
| Research and development expenses | (11,064 | ) | (10,061 | ) | (42,655 | ) | (40,475 | ) | ||||
| Sales and marketing expenses | (5,416 | ) | (4,666 | ) | (21,390 | ) | (18,302 | ) | ||||
| General and administrative expenses | (4,689 | ) | (3,671 | ) | (14,264 | ) | (16,465 | ) | ||||
| Change in earnout liability | 250 | (85 | ) | 169 | (377 | ) | ||||||
| TOTAL OPERATING EXPENSES | (20,919 | ) | (18,483 | ) | (78,140 | ) | (75,619 | ) | ||||
| OPERATING LOSS | (9,173 | ) | (8,410 | ) | (34,055 | ) | (41,342 | ) | ||||
| Change in fair value of Forfeiture Shares | - | (1 | ) | 1 | 37 | |||||||
| Financial income, net | 431 | 1,136 | 2,620 | 4,795 | ||||||||
| LOSS BEFORE INCOME TAXES | (8,742 | ) | (7,275 | ) | (31,434 | ) | (36,510 | ) | ||||
| INCOME TAXES | (30 | ) | (44 | ) | (158 | ) | (96 | ) | ||||
| LOSS AFTER INCOME TAXES | (8,772 | ) | (7,319 | ) | (31,592 | ) | (36,606 | ) | ||||
| Equity in earnings of investee | 2 | 2 | 9 | 23 | ||||||||
| NET LOSS | (8,770 | ) | (7,317 | ) | (31,583 | ) | (36,583 | ) | ||||
| LOSS PER SHARE DATA: | ||||||||||||
| BASIC AND DILUTED<br> NET LOSS PER ORDINARY SHARE^6^ (in U.S. Dollars) | $ | (0.09 | ) | $ | (0.07 | ) | $ | (0.31 | ) | $ | (0.35 | ) |
| WEIGHTED AVERAGE NUMBER OF SHARES AND VESTED RSUS USED IN<br> COMPUTING NET LOSS PER ORDINARY SHARE | 102,373,128 | 106,683,126 | 103,142,173 | 105,477,191 | ||||||||
| Other comprehensive income (loss): | ||||||||||||
| Change in unrealized gain (loss) on cash flow hedges | (392 | ) | 601 | (172 | ) | 601 | ||||||
| TOTAL COMPREHENSIVE LOSS | (9,162 | ) | (6,716 | ) | (31,755 | ) | (35,982 | ) | ||||
| ^6^ | See note 5. | |||||||||||
| --- | --- |
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VALENS SEMICONDUCTOR LTD.CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. Dollars in thousands)
| December 31, <br><br>2025 | December 31,<br><br> 2024 | |||
|---|---|---|---|---|
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash and cash equivalents | 27,863 | 35,423 | ||
| Short-term deposits | 64,733 | 95,532 | ||
| Restricted Short-term deposit | 1,132 | 1,138 | ||
| Trade accounts receivable | 9,971 | 7,751 | ||
| Prepaid expenses and other current assets | 4,842 | 3,904 | ||
| Inventories | 10,117 | 10,155 | ||
| TOTAL CURRENT ASSETS | 118,658 | 153,903 | ||
| LONG-TERM ASSETS | ||||
| Property and equipment, net | 2,901 | 3,555 | ||
| Operating lease right-of-use assets | 6,901 | 7,458 | ||
| Intangible assets | 3,762 | 4,702 | ||
| Goodwill | 1,847 | 1,847 | ||
| Other assets | 632 | 687 | ||
| TOTAL LONG-TERM ASSETS | 16,043 | 18,249 | ||
| TOTAL ASSETS | 134,701 | 172,152 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| CURRENT LIABILITIES^7^ | 22,934 | 20,326 | ||
| LONG-TERM LIABILITIES | ||||
| Forfeiture Shares | - | 1 | ||
| Non-current operating leases liabilities | 6,717 | 6,645 | ||
| Earnout liability | - | 2,413 | ||
| Other long-term liabilities | 67 | 79 | ||
| TOTAL LONG-TERM LIABILITIES | 6,784 | 9,138 | ||
| TOTAL LIABILITIES | 29,718 | 29,464 | ||
| TOTAL SHAREHOLDERS’ EQUITY | 104,983 | 142,688 | ||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 134,701 | 172,152 | ||
| ^7^ | Thecurrent liabilities as of December 31, 2025, include an amount of $2.0 million attributable to the earnout liability | |||
| --- | --- |
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VALENS SEMICONDUCTOR LTD.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(U.S. Dollars in thousands)
| Three Months Ended<br> December 31, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| CASH FLOW FROM OPERATING ACTIVITIES: | ||||||||||||
| Net loss for the period | (8,770 | ) | (7,317 | ) | (31,583 | ) | (36,583 | ) | ||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||
| Income and expense items not involving cash flows: | ||||||||||||
| Depreciation and amortization | 709 | 788 | 2,980 | 2,546 | ||||||||
| Stock-based compensation | 4,870 | 3,859 | 16,540 | 15,118 | ||||||||
| Exchange rate differences | 449 | (693 | ) | 818 | 660 | |||||||
| Realized and unrealized losses on non-designated derivative instruments | (4 | ) | 609 | 651 | 609 | |||||||
| Interest on short-term deposits | 273 | (361 | ) | 1,168 | 244 | |||||||
| Change in fair value of forfeiture shares | - | 1 | (1 | ) | (37 | ) | ||||||
| Change in earnout liability | (250 | ) | 85 | (169 | ) | 377 | ||||||
| Reduction in the carrying amount of ROU assets | 260 | (119 | ) | 1,219 | 1,500 | |||||||
| Equity in earnings of investee, net of dividend received | 18 | (4 | ) | 17 | 17 | |||||||
| Changes in operating assets and liabilities, net of effects of businesses acquired: | ||||||||||||
| Trade accounts receivable | (76 | ) | (534 | ) | (2,245 | ) | 7,185 | |||||
| Prepaid expenses and other current assets | (779 | ) | (294 | ) | (1,053 | ) | 991 | |||||
| Inventories | 818 | 1,503 | (178 | ) | 6,178 | |||||||
| Other assets | 35 | 19 | 50 | 12 | ||||||||
| Current Liabilities | 2,468 | 1,906 | 126 | 3,496 | ||||||||
| Change in operating lease liabilities | (324 | ) | 209 | (1,046 | ) | (1,278 | ) | |||||
| Other long-term liabilities | 8 | 13 | (12 | ) | (16 | ) | ||||||
| Net cash provided by (used in) operating activities | (295 | ) | (330 | ) | (12,718 | ) | 1,019 | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Investment in short-term deposits | (28,210 | ) | (37,879 | ) | (105,555 | ) | (141,541 | ) | ||||
| Maturities of short-term deposits | 24,033 | 40,695 | 135,973 | 170,113 | ||||||||
| Purchase of property and equipment | (252 | ) | (880 | ) | (1,070 | ) | (1,867 | ) | ||||
| Investment in a restricted short-term deposit | - | (1,120 | ) | - | (1,120 | ) | ||||||
| Cash paid for business combination, net of cash acquired | - | - | - | (7,800 | ) | |||||||
| Derivative instruments of non-designated hedges | (5 | ) | (4 | ) | (1,320 | ) | (4 | ) | ||||
| Net cash provided by (used in) investing activities | (4,434 | ) | 812 | 28,028 | 17,781 | |||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Repurchase of Ordinary Shares | (597 | ) | (1,016 | ) | (23,990 | ) | (1,016 | ) | ||||
| Exercise of stock options | 443 | 169 | 903 | 861 | ||||||||
| Net cash used in financing activities | (154 | ) | (847 | ) | (23,087 | ) | (155 | ) | ||||
| Effect of exchange rate changes on cash and cash equivalents | 38 | 345 | 217 | (483 | ) | |||||||
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED DEPOSIT | (4,845 | ) | (20 | ) | (7,560 | ) | 18,162 | |||||
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | 32,708 | 35,443 | 35,423 | 17,261 | ||||||||
| CASH, CASH EQUIVALENTS AND RESTRICED DEPOSIT AT THE END OF THE PERIOD | 27,863 | 35,423 | 27,863 | 35,423 | ||||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||||||
| Trade accounts payable on account of property and equipment | 6 | 260 | 100 | 569 | ||||||||
| Repurchase of Ordinary Shares | - | 597 | - | 597 | ||||||||
| Fair value of earnout liability assumed in business combination | - | - | - | 2,036 | ||||||||
| Operating lease liabilities arising from obtaining operating right-of-use assets | 66 | 682 | 673 | 6,094 |
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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 expense (income), 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 Forfeiture Shares and earnout liability, which may vary from period-to-period, and certain batch production incident expenses (income). 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><br>December 31, | Year Ended <br><br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net Loss | (8,770 | ) | (7,317 | ) | (31,583 | ) | (36,583 | ) | ||||
| Adjusted to exclude the following: | ||||||||||||
| Change in fair value of Forfeiture Shares | - | 1 | (1 | ) | (37 | ) | ||||||
| Change in earnout liability | (250 | ) | 85 | (169 | ) | 377 | ||||||
| Financial income, net | (431 | ) | (1,136 | ) | (2,620 | ) | (4,795 | ) | ||||
| Income taxes | 30 | 44 | 158 | 96 | ||||||||
| Equity in earnings of investee | (2 | ) | (2 | ) | (9 | ) | (23 | ) | ||||
| Certain batch production incident expenses (income) | (412 | ) | (10 | ) | (2,211 | ) | 2,238 | |||||
| Depreciation and amortization | 709 | 788 | 2,980 | 2,546 | ||||||||
| Stock-based compensation expenses | 4,870 | 3,859 | 16,540 | 15,118 | ||||||||
| Adjusted EBITDA Loss | (4,256 | ) | (3,688 | ) | (16,915 | ) | (21,063 | ) |
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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.
| Three Months Ended <br><br>December 31, | Year Ended <br><br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| GAAP Loss per Share | ||||||||||||
| GAAP Net Loss used for computing Loss per Share | (8,770 | ) | (7,317 | ) | (31,583 | ) | (36,583 | ) | ||||
| Loss Per Share Data: | ||||||||||||
| GAAP Loss per Share (in U.S. Dollars) | $ | (0.09 | ) | $ | (0.07 | ) | $ | (0.31 | ) | $ | (0.35 | ) |
| Weighted average number of shares used in calculation of net loss per share | 102,373,128 | 106,683,126 | 103,142,173 | 105,477,191 | ||||||||
| Three Months Ended <br><br>December 31, | Year<br>Ended <br><br>December 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Non-GAAP Loss per Share^8^ | ||||||||||||
| GAAP Net Loss | (8,770 | ) | (7,317 | ) | (31,583 | ) | (36,583 | ) | ||||
| Adjusted to exclude the following: | ||||||||||||
| Stock based compensation | 4,870 | 3,859 | 16,540 | 15,118 | ||||||||
| Depreciation and amortization | 709 | 788 | 2,980 | 2,546 | ||||||||
| Certain batch production incident expenses (income) | (412 | ) | (10 | ) | (2,211 | ) | 2,238 | |||||
| Change in earnout liability | (250 | ) | 85 | (169 | ) | 377 | ||||||
| Change in fair value of Forfeiture Shares | - | 1 | (1 | ) | (37 | ) | ||||||
| Total Non-GAAP Loss used for computing Loss per Share | (3,853 | ) | (2,594 | ) | (14,444 | ) | (16,341 | ) | ||||
| Loss Per Share Data: | ||||||||||||
| Non-GAAP Loss per Share (in U.S. Dollars) | $ | (0.04 | ) | $ | (0.02 | ) | $ | (0.14 | ) | $ | (0.15 | ) |
| Weighted average number of shares used in calculation of net loss per share | 102,373,128 | 106,683,126 | 103,142,173 | 105,477,191 | ||||||||
| ^8^ | The company calculates its non-GAAP Loss per Share as GAAP Net Loss adjusted to exclude the following: Stock based compensation, depreciation and amortization, certain batch production incident expenses (income) 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. | |||||||||||
| --- | --- |
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For more information, please contact:
Investor Contacts:
Michal Ben Ari
Investor Relations Manager
Valens Semiconductor Ltd.
michal.benari@valens.com
Miri Segal
MS-IR IR for Valens
msegal@ms-ir.com
Media Contact:
Yoni Dayan
Head of Communications
Valens Semiconductor Ltd.
yoni.dayan@valens.com
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