Press Release: Valens Semiconductor Reports Fourth Quarter and Full Year 2025 Results

Dow Jones02-25

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, Feb. 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 million in Q3 2025 and $16.7 
      million in Q4 2024. 
 
          -- Q4 2025 Cross-Industry Business ("CIB") revenues accounted for 
             approximately 70% of total 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 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%. 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% 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 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 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 
      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 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 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 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. 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 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 $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 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 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 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. 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 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, 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 machine vision, integrating Valens' 
      VA7000 chipset. 
 
   -- Valens and Sakae Riken Kogyo to unveil the automotive market's first 
      production-ready MIPI A-PHY-enabled e-mirror. 
 
   -- Implementation of an operational efficiency plan expected to save 
      approximately $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 provide GAAP 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. See the 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.

NYSE Rule 203.01 Annual Financial Report Announcement

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$(R)$ and MIPI A-PHY. For more information, visit https://www.valens.com/.

 
                         VALENS SEMICONDUCTOR LTD. 
                        SUMMARY OF FINANCIAL RESULTS 
           (U.S. Dollars in thousands, except per share amounts) 
 
                                     Three Months Ended        Year Ended 
                                        December 31,          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 
 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) 
 
 
                       VALENS SEMICONDUCTOR LTD. 
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 
    (U.S. Dollars in thousands, except share and per share amounts) 
 
                         Three Months Ended            Year Ended 
                            December 31,              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 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 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) 
                     -----------  -----------  ------------  ----------- 
 
 
                      VALENS SEMICONDUCTOR LTD. 
                CONDENSED CONSOLIDATED BALANCE SHEETS 
                     (U.S. Dollars in thousands) 
 
  ASSETS                         December 31, 2025   December 31, 2024 
                                 ------------------  ----------------- 
 
  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 
                                  =================  ================= 
 
 
                         VALENS SEMICONDUCTOR LTD. 
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
                        (U.S. Dollars in thousands) 
 
                                   Three Months Ended        Year Ended 
                                      December 31,          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 
 RESTRICTED 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 
 

VALENS SEMICONDUCTOR LTD.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(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        Year Ended 
                                    December 31,          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) 
 

VALENS SEMICONDUCTOR LTD.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(U.S. Dollars in thousands, except per share amounts)

The following tables provide a calculation of the GAAP Loss per share and reconciliation to Non-GAAP Loss per share.

 
                             Three Months Ended             Year Ended 
                                 December 31,              December 31, 
                          ------------------------  -------------------------- 
 GAAP Loss per Share         2025         2024          2025          2024 
------------------------  -----------  -----------  ------------  ------------ 
 
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             Year Ended 
                                 December 31,               December 31, 
                          ------------------------  -------------------------- 
Non-GAAP Loss per 
Share([8])                   2025         2024          2025          2024 
------------------------  -----------  -----------  ------------  ------------ 
 
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 
 

(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 and depreciation and amortization expenses, divided by revenue. For the three months ended December 31, 2025, and 2024, share-based compensation and 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) 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. Please refer to the appendix 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.

(6) See note 5.

(7) The current liabilities as of December 31, 2025, include an amount of $2.0 million attributable to the earnout liability

(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.

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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SOURCE Valens Semiconductor

 

(END) Dow Jones Newswires

February 25, 2026 06:30 ET (11:30 GMT)

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