{"url_path":"/sec/ree/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 Major Shareholders and Related Party Transactions","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1843588/0001628280-26-035308-index.html","accession_number":"0001628280-26-035308","cik":"0001843588","ticker":"REE","issuer_name":"REE Automotive Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1843588/0001628280-26-035308-index.html","primary_entity_key":"0001843588","primary_entity_name":"REE Automotive Ltd."},"word_count":3798,"has_tables":true,"body_markdown":"Item 7. Major Shareholders and Related Party Transactions\n\nA. Major shareholders\n\nThe following table and accompanying footnotes set forth information with respect to the beneficial ownership of our Ordinary Shares, as of May 5, 2026:\n\n•each person or entity who is known by us to be the beneficial owner of more than 5% of the outstanding Ordinary Shares;\n\n•each of our current executive officers and directors, individually; and\n\n•all of our executive officers and directors, as a group.\n\nThe SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A shareholder is also deemed to be, as of any date, the beneficial owner of all securities that such shareholder has the right to acquire within 60 days after that date through (i) the exercise of any option, warrant or right, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement, or (iv) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, Ordinary Shares subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Each person named in the table has sole voting and investment power with respect to all of the Ordinary Shares shown as beneficially owned by such person, except as otherwise indicated in the table or footnotes below.\n\nThe percentage of Ordinary Shares beneficially owned is computed on the basis of 29,124,486 Class A Ordinary Shares and 2,780,570 Class B Ordinary Shares, or collectively Ordinary Shares, outstanding as of May 5, 2026.\n\nUnless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. To our knowledge, no Ordinary Shares beneficially owned by any executive officer, director or director nominee have been pledged as security.\n\n115\n\n[Table of Contents](#ib754f8dbfd9a410ebea6292869b01926_7)\n\nNumber of Class A Ordinary Shares Beneficially Owned\n\nPercentage of Outstanding Class A Ordinary Shares\n\nNumber of Class B Ordinary Shares Beneficially Owned\n\nPercentage of Outstanding Class B Ordinary Shares\n\nPercentage of Total Voting Power\n\n5% Holders:\n\nM&G Investment Management Limited (1)\n5,815,179 18.9 %— — %9.9 %\n\nSamvardhana Motherson International Ltd. (2)\n5,273,156 18.1 %— — %9.3 %\n\nKukac LLC (3)\n3,590,260 11.7 %— — %6.1 %\n\nVarana Capital, LLC (4)\n1,692,701 5.8 %— — %3.0 %\n\nExecutive Officers and Directors\n\nCurrent Directors and Officers\n\nDaniel Barel (5)\n2,251,335 7.2 %1,390,285 50 %27.3 %\n\nAhishay Sardes (6)\n1,906,416 6.1 %1,390,285 50 %26.9 %\n\nTali Miller Levin**— — *\n\nAvital Futterman**— — *\n\nHai Aviv\n**— — *\n\nRajesh Goel (7)\n5,273,156 18.1 %— — 9.3 %\n\nAyellet (Mimi) Zemah\n**— — *\n\nIttamar Givton**— — *\n\nHicham Abdessamad**— — *\n\nCarlton Rose**— — *\n\nAll Executive Officers and Directors as a Group\n9,974,776 29.9 %2,780,570 100.0 %61.7 %\n\n*    Less than 1%.\n\n(1)    Based on information reported on a Schedule 13D filed on March 28, 2025 with the SEC represents (a) 4,248,429 Class A Ordinary Shares; (b) warrants to purchase 785,855 Class A Ordinary Shares (“Warrants”); (c) approximately $4,755,149 in principal and interest on the 10% convertible promissory notes due 2028, which are convertible into 934,214 Class A Ordinary Shares as of March 28, 2025 (“Convertible Notes”); and (d) pre-funded warrants to purchase 3,639,893 Class A Ordinary Shares (“Pre-funded Warrants”). Due to a beneficial ownership blocker that prevents beneficial ownership of Class A Ordinary Shares in excess of 19.99%, the Class A Ordinary Shares reported for M&G Investment Management Limited only represents 5,815,179 Class A Ordinary Shares that it beneficially owns but excludes 3,793,212 Class A Ordinary Shares that are issuable upon the exercise or conversion of its Warrants, Convertible Notes, and Pre-Funded Warrants. Based upon the Form 13D, M&G Investment Funds 1 and M&G ACS, each a private investment vehicle, together with the Prudential Assurance Company for which the Reporting Person serves as investment adviser, have the right to receive and/or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than five percent of the Class A Ordinary Shares. The principal business address of the M&G Entities is 10 Fenchurch Avenue, London, EC3M 5AG, UK.\n\n(2)    Based on information reported on the Schedule 13D filed with the SEC on April 2, 2025, along with information available to the Company, this represents an aggregate of (a) 3,639,010 Class A Ordinary Shares purchased in the Company’s September 2024 offering, (b) 1,595,647 Class A Ordinary Shares purchased in the Company’s March 2025 offering, and (c) 38,499 Class A Ordinary Shares that have vested or that will vest within 60 days of May 5, 2026. The Schedule 13D is filed by Samvardhana Motherson International Limited, a company limited by shares organized under the laws of the Republic of India (SAMIL), and Samvardhana Motherson Automotive Systems Group B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands, and an indirect wholly-owned subsidiary of SAMIL (SMASG). Rajesh Goel, a member of our board of directors, serves as director on the board of multiple companies in India and overseas within the Motherson Group and is included here out of an abundance of caution only. Mr. Goel disclaims any beneficial ownership of the subject shares except to the extent of any pecuniary interest therein. The principal business address of Samvardhana Motherson International Limited is Unit 705, C Wing, ONE BKC, G Block, Bandra Kurla Complex, Bandra East, Mumbai City, Mumbai, Maharashtra, India, 400051.\n\n(3)     Based on information reported on a Schedule 13D/A filed with the SEC on March 19, 2025, along with information available to the Company, represents the joint beneficial ownership by Kukac LLC and Kayrow Limited of (a) 1,973,552 Class A Ordinary Shares, (b) warrants exercisable for 785,855 Class A Ordinary Shares, and (c) promissory notes convertible into 830,853 Class A Ordinary Shares. The principal business address of Kukac LLC/Kayrow Limited is 9060 W Cheyenne Ave., Las Vegas, NV 88129.\n\n116\n\n[Table of Contents](#ib754f8dbfd9a410ebea6292869b01926_7)\n\n(4)     Based on information available to the Company and information reported on a Schedule 13G filed on November 4, 2024 with the SEC, reflects (a) 1,575,061 Class A Ordinary Shares, and (b) an additional 117,640 Class A Ordinary Shares acquired in March 2025. The principal business address of Varana Capital, LLC is 3141 Walnut St, Ste 203b, Delaware.\n\n(5)    Based on information available to the Company, reflects (i) 833 Class A Ordinary Shares, (ii) 1,390,287 Class A Ordinary Shares issuable upon the exercise of options held by Mr. Barel that are fully vested, and (iii) 860,215 Class A Ordinary Shares issued or issuable upon the vesting of restricted share units within 60 days of May 5, 2026.\n\n(6)    Based on information available to the Company, reflects 1,390,285 Class A Ordinary Shares issuable upon the exercise of options held by Mr. Sardes that are fully vested, and (ii) 516,129 Class A Ordinary Shares issued or issuable upon the vesting of restricted share units within 60 days of May 5, 2026.\n\n(7)     Consists of shares held by Samvardhana Motherson International Limited and Samvardhana Motherson Automotive Systems Group B.V. See footnote (2) above.\n\nRegistered Holders\n\nAs of May 5, 2026, we had 36 holders of record of our Class A Ordinary Shares in the U.S., including Cede & Co., the nominee of The Depository Trust Company. These shareholders held in the aggregate 27,385,394 of our outstanding Class A Ordinary Shares, or 94.0% of our outstanding Class A Ordinary Shares as of May 5, 2026. The number of record holders in the U.S. is not representative of the number of beneficial holders nor is it representative of where such beneficial holders are resident because many of these Class A Ordinary Shares were held by brokers or other nominees.\n\nSignificant Changes\n\nTo our knowledge, other than as disclosed in this Annual Report and in other filings with the SEC, there has been no significant change in the percentage ownership held by any major shareholder since January 1, 2023.\n\nBased on information available to the Company, Daniel Barel beneficially owns 7.2% and Ahishay Sardes beneficially owns 6.1% of the outstanding Class A Ordinary Shares, respectively, as of May 5, 2026, compared to 4.7% for each respectively, as of May 15, 2025, based upon the Company’s Form 20-F, as filed with the SEC on May 15, 2025. Previously, each held, respectively, 11.4%, as of March 12, 2024, based upon the Company’s Form 20-F, as filed with the SEC on March 27, 2024.\n\nBased on information available to the Company and information reported on Form 13D as filed on March 28, 2025 with the SEC, M&G Investment Management Limited, or MAGAIM, along with certain investment vehicles managed by MAGAIM, beneficially owned 18.9% of the outstanding Class A Ordinary Shares (inclusive of Convertible Notes, Warrants, and Pre-Funded Warrants), as of May 5, 2026. Previously, MAGAIM owned 19.5%, as of May 7, 2025, as described in the Company’s Form 20-F, as filed with the SEC on May 15, 2025, along with 19.19%, 16.13% and 6.12%, as disclosed in its Form 13G/A as filed with the SEC on October 7, 2024, April 9, 2024, and February 13, 2024, respectively.\n\nBased on information available to the Company and information reported on Form 13D as filed with the SEC on April 2, 2025, Samvardhana Motherson Automotive Systems Group B.V., or Motherson, an indirect wholly-owned subsidiary of Samvardhana Motherson International Limited, beneficially owned 18.1% of the outstanding Class A Ordinary Shares, as of May 5, 2026. Previously, Motherson owned 18.5% of the Company’s Class A Ordinary Shares, as of May 7, 2025, as described in the Company’s Form 20-F, as filed with the SEC on May 15, 2025, along with 19.6% of the our Class A Ordinary Shares, as of September 26, 2024, as reported in its Form 13D, as filed with the SEC on September 26, 2024.\n\nBased on information available to the Company and information reported on a Schedule 13G filed on November 4, 2024 with the SEC, Varana Capital LLC beneficially owns 5.8% of the outstanding Class A Ordinary Shares, as of May 5, 2026, compared to 6.0% of the outstanding Class A Ordinary Shares, as of May 7, 2025, as described in the Company’s Form 20-F, as filed with the SEC on May 15, 2025. Previously, such entity held 8.46%, as reported on its Form 13G, as filed with the SEC on November 4, 2024.\n\nBased on information available to the Company and information reported on Form 13D/A as filed with the SEC on March 19, 2025, Kukac LLC and Kayrow Limited beneficially owned 11.7% of the outstanding Class A Ordinary Shares, as of May 5, 2026. Previously, Kukac LLC and Kayrow Limited owned 12.0% of the outstanding Class A Ordinary Shares, as of May 7, 2025, as described in the Company’s Form 20-F, as filed with the SEC on May 15, 2025, and held 14.2% as of October 2, 2024, based upon their Schedule 13D, as filed with the SEC on October 2, 2024.\n\n117\n\n[Table of Contents](#ib754f8dbfd9a410ebea6292869b01926_7)\n\nIn November 2024, Clal Insurance Enterprises Holdings Ltd. reported changes in its beneficial ownership, as their beneficial ownership percentages had decreased from 5.4% to 4.2%, over the course of 2024, causing it to cease to be a 5% shareholder of the Company.\n\nVoting Rights\n\nNeither our major shareholders nor our directors and executive officers have different or special voting rights with respect to their Ordinary Shares, except that each Class A Ordinary Share is entitled to one vote per share and each Class B Ordinary Share is be entitled to ten votes per share. For additional information about our dual class structure, see Exhibit 2.5 to this Annual Report, which is incorporated by reference herein.\n\nB. Related party transactions\n\nOur policy is to enter into transactions with related parties on terms that, on the whole, are no more favorable, or no less favorable, than those available from unaffiliated third parties. Based on our experience in the business sectors in which we operate and the terms of our transactions with unaffiliated third parties, we believe that all of the transactions described below met this policy standard at the time they occurred. For a description of the procedures governing our approval of related party transactions, see “Item 6.C. Board Practices — Approval of Related Party Transactions under Israeli Law.”\n\nThe Company has entered into the following arrangements and agreements, which were approved by REE’s board of directors in accordance with Israeli law, and, where applicable, by REE’s shareholders to the extent required by Israeli law. The following is a description of our related party transactions since January 1, 2025:\n\nAs of May 5, 2026, the following shareholders beneficially owned more than 10% of the Company’s outstanding Class A Ordinary Shares and can exercise significant influence over the Company. In particular, as of May 5, 2026, M&G beneficially owned approximately 18.9% of our outstanding Class A Ordinary Shares, representing approximately 9.9% of our total voting power. Samvardhana Motherson Automotive Systems Group B.V., an indirect wholly-owned subsidiary of Samvardhana Motherson International Limited, or collectively Motherson, beneficially owned approximately 18.1% of our outstanding Class A Ordinary Shares, representing approximately 9.3% of our total voting power.\n\nMarch 2025 Registered Direct Offerings\n\nOn March 26, 2025, we conducted the March 26 Offering, as more fully described in Item 5.B. “Liquidity and Capital Resources - March 26, 2025 Securities Purchase Agreements & Lock-up Agreement”, providing for the issuance of an aggregate of 2,219,176 Class A Ordinary Shares. The offering raised gross proceeds of approximately $9.4 million before deducting applicable fees and expenses.\n\nIn particular, M&G Investment Management Limited, through its affiliated entities and/or advised entities, invested approximately $1.40 million in the March 26 Offering. Additionally, Motherson invested approximately $6.8 million.\n\nOn March 18, 2025, we conducted the March 18 Offering, as more fully described in Item 5.B. “Liquidity and Capital Resources - March 18, 2025 Securities Purchase Agreements & Lock-up Agreement”, providing for the issuance of an aggregate of 6,376,631 Class A Ordinary Shares. The offering raised gross proceeds of approximately $27.1 million before deducting applicable fees and expenses.\n\nIn particular, M&G Investment Management Limited, through its affiliated entities and/or advised entities, invested approximately $4.08 million in the March 18 Offering.\n\nSeptember 2024 Registered Direct Offering\n\nOn September 15, 2024, as more fully described in Item 5.B “Liquidity and Capital Resources - September 2024 Securities Purchase Agreements”, the Company conducted the September 2024 Offering. However, in lieu of Class A Ordinary Shares, certain investors purchased pre-funded warrants exercisable into 3,639,893 Class A Ordinary Shares. The total net proceeds were approximately $44,877 after deducting transaction costs, of which $29,877 was recorded in the additional paid-in capital and the reminder was recorded as pre-funded warrants liability.\n\nIn particular, M&G Investment Management Limited, through its affiliated entities and/or advised entities, invested approximately $20 million in the September 2024 Offering. Additionally, Motherson invested approximately $15 million in the September 2024 Offering.\n\n118\n\n[Table of Contents](#ib754f8dbfd9a410ebea6292869b01926_7)\n\nMotherson Supply Chain Management Services Agreement\n\nOn September 15, 2024, we executed a supply chain management services agreement with Motherson, pursuant to which we appointed Motherson (including any of its affiliates) to provide certain services to REE on an exclusive basis. In that regard, Motherson agreed to provide services relating to development, management, and optimization of our supply chain, which includes supplier development and management, part development cost management, contract and purchase order management, supply chain management including logistics, compliance and regulatory adherence, crises and risk management, resource planning, and information and technology system integration. We agreed to pay Motherson, on a quarterly basis, an amount equal to fifty percent (50%) of certain cost improvements that would be achieved under the agreement in addition to annual payments for such resources required to be deployed by Motherson for the purpose of rendering the services under the agreement, which shall be agreed upon by us and Motherson.\n\nThe agreement will terminate upon the later of three (3) years or when Motherson has received an amount equal to $30 million in quarterly fees. In addition, the agreement will automatically renew for consecutive one (1) year terms unless either party provides notice of termination within 180 days prior to the end of a term. In addition, Motherson may terminate the agreement for any reason upon providing 180 day written prior notice.\n\nIndemnification Agreements\n\nOur articles permit us to exculpate, indemnify and insure each of our directors and office holders to the fullest extent permitted by Israeli law. We have entered into agreements with each of our directors and executive officers exculpating them in advance, to the fullest extent permitted by law, from liability to us for damages caused to us as a result of a breach of duty of care and undertaking to indemnify them to the fullest extent permitted by law, subject to certain exceptions. This indemnification is limited to events determined as foreseeable by the board of directors based on our activities and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances. We have also obtained directors and officers insurance for each of our executive officers and directors. For further information, see “Item 6.C. Board Practices — Approval of Related Party Transactions under Israeli Law — Exculpation, Insurance and Indemnification of Office Holders” for additional information.\n\nArrangements and Agreements with Directors and Officers\n\nFounder Bridge Financing Arrangement. On April 27, 2026, the Company approved a financing arrangement with Daniel Barel, the Company’s CEO, co-founder, and director, and Ahishay Sardes, the Company’s CTO, co-founder, and director, pursuant to which each agreed to defer certain termination-related entitlements, including accrued vacation days and notice period payments, totaling an aggregate amount of approximately $1.3 million. The deferred amounts constitute bridge financing to the Company and accrue interest at an annual rate of 18%, with a minimum interest owed of 25% of the total amount deferred. Such financing shall be payable only upon the consummation of a strategic transaction, with full priority rights for the deferred principal amounts and pari passu with other creditors with respect to any interest owed. Such financing may also be payable in the event of a forced liquidation or voluntary wind-down of the Company, provided that there are sufficient assets available to make all or part of such payment. The Company determined that the arrangement constituted a non-extraordinary transaction with controlling shareholders under the Israeli Companies Law, 5759-1999.\n\nJoint Ownership Agreement for Company Vehicle. During 2021, REE entered into an agreement with Daniel Barel, the Company’s CEO, co-founder, and director, relating to joint ownership of a company car. REE undertook to provide Daniel Barel with a company car, the value of which is an amount of up to NIS 300,000 to be borne by REE. The excess cost of the car purchased for such purpose has been, and the ongoing fixed cost of the car will continue to be, borne by Daniel Barel. Such car is registered under REE’s name, but Daniel Barel is entitled to an ownership portion of such car, corresponding to the excess acquisition cost thereof borne by him. In October 2025, the Company sold this vehicle and, in accordance with the terms of Mr. Barel’s employment agreement, a portion of the proceeds from the sale, reflecting Mr. Barel’s ownership interest in the vehicle, were remitted to Mr. Barel.\n\nEmployment of Daniel Barel’s Father-in-Law. Prior to June 2025, the Company’s co-founder, director, and CEO Daniel Barel’s father-in-law was employed by the Company in the selling, general, and administrative department.\n\nSpecterX Transaction. On October 29, 2021, REE entered into a license agreement with SpecterX for secure file exchange services. The co-founder and CEO of SpecterX is the brother of co-founder, director, and CEO Daniel Barel. Daniel Barel is also the Chairman of the Board and an investor of SpecterX. Prior to entering into the agreement with SpecterX, REE conducted an extensive analysis of the available solutions, and determined that SpecterX best met REE’s needs. In 2025, REE paid SpecterX $42,120. On May 14, 2026, the Company reviewed and re-approved the terms of its license agreement with SpecterX following another analysis of the available solutions and the audit committee and board of director’s respective conclusions that SpecterX best met REE’s needs.\n\n119\n\n[Table of Contents](#ib754f8dbfd9a410ebea6292869b01926_7)\n\nEmployment and Related Agreements. We have entered into written employment agreements with each of our executive officers including recent amendments to the terms of employment for our chief executive officer, chief technology officer, and General Counsel. The amendments to the employment agreements of our chief executive officer and chief technology officer were approved by our shareholders at a special general meeting on November 13, 2025. Our officers’ employment agreements provide for notice periods of varying duration for termination of the agreement by us or by the relevant executive officer, during which time the officer will continue to receive base salary and benefits. They also contain provisions in the event of a change of control of the Company. Additionally, these agreements contain customary provisions regarding noncompetition, confidentiality of information and assignment of inventions. However, the enforceability of the non-competition provisions may be limited under applicable law.\n\nEquity Awards. Since our inception we have granted options to purchase, and RSUs underlying, our Class A Ordinary Shares to our officers and certain of our directors. Such grants include the grant of RSUs to our CEO and CTO, respectively, as part of each of their respective amended terms of employment, as described above. Such award agreements contain acceleration provisions upon certain merger, acquisition, or change of control transactions. We describe our option plans under “Item 6.B. Compensation.” If the relationship between us and an executive officer, or a director, is terminated, except for cause (as defined in the various option plan agreements), all options that are vested will remain exercisable for ninety days after such termination in the case of our executive officers, or one year in the case of our directors.\n\nSection 16 Reports Officers and Directors. Section 16(a) of the Securities Exchange Act of 1934 requires each of our directors and officers (as defined thereunder), to file with the SEC initial reports of ownership and reports of changes in ownership of our securities. Such reports are available at https://investors.ree.auto/financials-filings/section-16-reports/. Information contained on, or that can be accessed through, such website does not constitute a part of this Annual Report and is not incorporated by reference herein. We have included such website in this Annual Report solely for informational purposes.\n\nC. Interests of experts and counsel\n\nNot applicable.\n\n120\n\n[Table of Contents](#ib754f8dbfd9a410ebea6292869b01926_7)"}