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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* Zemah Ayellet (Last) (First) (Middle) C/O REE AUTOMOTIVE LTD KIBBUTZ GLIL-YAM (Street) KIBBUTZ GLIL-YAM L3 4690500 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/18/2026	3. Issuer Name and Ticker or Trading Symbol REE Automotive Ltd. [ REE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 A Ordinary Shares	12,755	D(1)
Class A Ordinary Shares	5,340	D(2)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)	(4)	Class A Ordinary Shares(3)	10,893	(3)	D(1)
Restricted Stock Units	(5)	(5)	Class A Ordinary Shares(3)	14,615	(5)	D(1)
Restricted Stock Units	(6)	(6)	Class A Ordinary Shares(3)	211,566	(6)	D(1)
Options	08/12/2020	08/12/2030	Class A Ordinary Shares	8,901(7)	$11.234	D(2)

Explanation of Responses:

1. Restricted Share Units ("RSUs") granted under REE Automotive Ltd.'s (the "Company") 2021 Share Incentive Plan and underlying Class A Ordinary Shares are deposited with a trustee approved by the Israeli Tax Authority for this purpose, which holds such securities in trust on behalf of the Reporting Person.

2. These securities are held through Zemah Schneider Holdings LP for the benefit of the Reporting Person.

3. Each RSU represents the right to receive, following vesting, one share of the Company's Class A Ordinary Shares.

4. Non-employee directors of the Company are granted an initial grant of $100,000 worth of RSUs to purchase Class A Ordinary Shares, which are granted on the date of a director's election or appointment to the Board of Directors ("Board"), based on the closing share price on the date of grant. As a result, the Reporting Person received an initial grant of 16,340 RSUs, which was $100,000 worth of RSUs that were granted in connection with the Reporting Persons's appointment to the Board on March 6, 2025. The 16,340 RSUs vest in three equal installments on the first, second and third anniversaries of the date of grant or on the date of the annual meeting of shareholders in the first, second and third years following the date of grant, whichever is earlier in any year. The vesting of such RSUs shall be accelerated upon a change of control of the Company, as shall be promptly defined by its Board of Directors and its Compensation Committee. As of the date herein, 10,893 RSUs remain unvested.

5. Each non-employee director is also granted an initial prorated portion of $150,000, which will be granted on the date of the director's election or appointment to the Board, based on the closing share price on the date of grant. As a result, the Reporting Person received an initial grant of 21,923 RSUs, which was a prorated amount of $150,000 worth of RSUs that were granted in connection with the Reporting Persons's appointment to the Board on March 6, 2025. The 21,923 RSUs vest in three equal installments on the first, second and third anniversaries of the date of grant or on the date of the annual meeting of shareholders in the first, second and third years following the date of grant, whichever is earlier in any year. The vesting of such RSUs shall be accelerated upon a change of control of the Company, as shall be promptly defined by its Board of Directors and its Compensation Committee. As of the date herein, 14,615 RSUs remain unvested.

6. On January 22, 2026, the Reporting Person was granted 211,566 RSUs, which vest in one installment on the first anniversary of the date of grant or the annual meeting of shareholders immediately following the date of grant, whichever is earlier. The vesting of such RSUs shall be accelerated upon a change of control of the Company, as shall be promptly defined by its Board and its Compensation Committee.

7. These options were granted to the Reporting Person prior to the Company's initial public offering and are fully vested as of the date herein.

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).
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