SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Sardes Ahishay

(Last)

(First)

(Middle)

C/O REE AUTOMOTIVE LTD

KIBBUTZ GLIL-YAM

(Street)

KIBBUTZ GLIL-YAM

4690500

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
REE Automotive Ltd. [ REE ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technology Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Ordinary Shares⁽¹⁾	1,390,287	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options	01/12/2021	01/06/2027	Class A Ordinary Shares	19,027	$1.21	D⁽²⁾
Options	⁽³⁾	05/14/2028	Class A Ordinary Shares	81,641	$1.21	D⁽²⁾
Options	⁽⁴⁾	12/06/2028	Class A Ordinary Shares	173,472	$1.21	D⁽²⁾
Options	⁽⁵⁾	12/06/2028	Class A Ordinary Shares	47,076	$18.22	D⁽²⁾
Options	11/28/2019	07/01/2029	Class A Ordinary Shares	178,602	$11.24	D⁽²⁾
Options	04/06/2020	04/06/2030	Class A Ordinary Shares	233,281	$0	D⁽²⁾
Options	07/22/2021	07/22/2031	Class A Ordinary Shares	657,188	$0	D⁽²⁾
Restricted Stock Units	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Class A Ordinary Shares⁽²⁾	1,548,387	⁽⁶⁾⁽⁷⁾	D⁽²⁾
Restricted Stock Units	⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Class A Ordinary Shares⁽²⁾	4,208,932	⁽⁸⁾⁽⁹⁾	D⁽²⁾

Explanation of Responses:

1. The Class B Ordinary Shares each have 10 votes per share and such shares represent 50% of the outstanding Class B Ordinary Shares of the Company.

2. Restricted Share Units ("RSUs") granted under REE Automotive Ltd.'s 2021 Share Incentive Plan ("Plan") and underlying Class A Ordinary Shares are deposited with a trustee approved by the Israeli Tax Authority for this purpose, who holds such securities in trust on behalf of the Reporting Person. Each RSU represents the right to receive, following vesting, one share of the Company's Class A Ordinary Shares.

3. Options included here represent those with the same date of grant, May 1, 2018, that became fully exercisable on either May 1, 2021 or May 1, 2022, which have the same exercise price and expiration date.

4. Options included here represent those with the same date of grant, November 1, 2018, that became fully exercisable on either May 1, 2021 or November 1, 2021, which have the same exercise price and expiration date.

5. Options included here represent those with the same date of grant, November 1, 2018, that became fully exercisable on either May 1, 2021 or November 1, 2021, which have the same exercise price and expiration date.

6. Unless earlier forfeited under the terms of the RSU, the Reporting Person receives an annual equity award in the form of RSUs with a fair value of $1,200,000 that vest quarterly in equal portions, over a three-year period. The RSUs immediately vest in the event of a change of control of the Company, which includes a Merger/Sale event as such term is defined in the Plan.

7. On November 13, 2025, the Reporting Person was granted 1,548,387 RSUs, which vest quarterly in equal portions, over a three-year period that commenced on July 1, 2025.

8. Unless earlier forfeited under the terms of the RSU, the Reporting Person is entitled to receive a one-time equity award in the form of RSUs equal to 8% of the Company's share capital on a fully diluted basis (the "CTO Retention Grant"). In the event the Company's fully diluted share capital increases from the level on November 13, 2025, and prior to such consummation of any such "Strategic Transaction" as defined in the Company's compensation policy, additional RSUs would be granted to the Reporting Person to maintain the 8% ownership target at the time of such approval. In the event of a "Change of Control" transaction, which includes a Merger/Sale event as defined in the Plan, the vesting period of the CTO Retention Grant will be fully accelerated.

9. On November 13, 2025, the Reporting Person received the CTO Retention Grant of 4,208,932 RSUs. 60% thereof vest upon the consummation of a "Strategic Transaction", as defined in the Company's compensation policy, and 40% thereof vest based on the Company's future stock price performance, as follows: i. 10% would vest upon the Company's stock achieving and maintaining a closing price of at least $2 for a period of 30 consecutive trading days, ii. 10% would vest upon the Company's stock achieving and maintaining a closing price of at least $3 for a period of 30 consecutive trading days, iii. 10% would vest upon the Company's stock achieving and maintaining a closing price of at least $4 for a period of 30 consecutive trading days and iv. 10% would vest upon the Company's stock achieving and maintaining a closing price of at least $5 for a period of 30 consecutive trading days.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Avital Futterman, Attorney-in-Fact	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)