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Form 4 Innoviz Technologies For: Aug 04 Filed by: Hofstetter Elad Ben

August 5, 2026 4:21 PM
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Hofstetter Elad Ben
(Last) (First) (Middle)
C/O INNOVIZ TECHNOLOGIES LTD.
5 URI ARIAV STREET, BUILDING C
(Street)
ROSH HA'AIN 4809202
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Innoviz Technologies Ltd. [ INVZ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Business Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/04/2026
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 08/04/2026 A 54,112 (1) A $ 0 286,256 (2) (3) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Share Option $ 0.42 08/04/2026 A 57,968 (4) 08/04/2033 Ordinary Shares 57,968 $ 0 57,968 D
Explanation of Responses:
1. Represents 54,112 Restricted Share Units (RSUs) granted on August 4, 2026, one-fourth vesting on August 4, 2027, remainder vesting quarterly through 2030, subject to the Reporting Person remaining a service provider of the Issuer on the vesting date. Each RSU represents a contingent right to receive one ordinary share. No exercise price is applicable.
2. Includes 176,964 ordinary shares issuable upon vesting of RSUs; of which (a) 1,782 RSUs granted August 9, 2022, vesting quarterly through 2026; (b) 7,592 RSUs granted August 1, 2023, vesting quarterly through 2027; (c) 10,454 RSUs granted February 27, 2024, with 1,788 vesting quarterly through 2027 and 8,666 vesting quarterly through 2028; (d) 21,087 RSUs granted August 20, 2024, vesting quarterly through 2028; (e) 11,341 RSUs granted February 25, 2025, vesting quarterly through 2029; (f) 30,804 RSUs granted August 5, 2025, vesting quarterly through 2029; (g) 39,792 RSUs granted November 11, 2025, one-fourth vesting on November 11, 2026, remainder vesting quarterly through 2029; and (h) 54,112 RSUs granted August 4, 2026, one-fourth vesting on August 4, 2027, remainder vesting quarterly through 2030.
3. Vesting is subject to the Reporting Person remaining a service provider of the Issuer on each applicable vesting date. Each RSU represents a contingent right to receive one ordinary share.
4. Share options granted on August 4, 2026, one-fourth vesting on August 4, 2027, remainder vesting quarterly through 2030, subject to the Reporting Person remaining a service provider of the Issuer on each applicable vesting date.
/s/ Dafna Raz - Attorney-in-Fact 08/05/2026
** 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 4 (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.

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