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^*

Cegla Eldar Mordechay

(Last)

(First)

(Middle)

C/O INNOVIZ TECHNOLOGIES LTD.

5 URI ARIAV STREET, BUILDING C

(Street)

ROSH HA'AIN

4809202

(City)

(State)

(Zip)

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

3. Issuer Name and Ticker or Trading Symbol
Innoviz Technologies Ltd. [ INVZ ]

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

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

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)
Ordinary Shares	464,053⁽¹⁾⁽²⁾	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)
Share Option⁽³⁾	⁽³⁾	08/10/2027	Ordinary Shares	27,084	0.0569	D
Share Option⁽³⁾	⁽³⁾	02/10/2030	Ordinary Shares	25,286	1.139	D
Share Option⁽³⁾	⁽³⁾	05/12/2028	Ordinary Shares	52,656	9.92	D
Share Option⁽³⁾	⁽³⁾	05/12/2028	Ordinary Shares	186,667	11.5	D
Share Option⁽⁴⁾	⁽⁴⁾	08/09/2029	Ordinary Shares	31,280	5.23	D
Share Option⁽⁵⁾	⁽⁵⁾	08/01/2030	Ordinary Shares	39,184	4.03	D
Share Option⁽⁶⁾	⁽⁶⁾	08/20/2031	Ordinary Shares	48,608	0.75	D
Share Option⁽⁷⁾	⁽⁷⁾	08/05/2032	Ordinary Shares	58,592	1.61	D

Explanation of Responses:

1. Includes 189,854 ordinary shares issuable upon vesting of restricted share units ("RSUs"); of which (a) 5,214 RSUs granted August 9, 2022, vesting in equal quarterly installments through 2026; (b) 16,656 RSUs granted August 1, 2023, vesting quarterly through 2027; (c) 15,480 RSUs granted February 27, 2024, with 3,488 vesting quarterly through 2027 and 11,992 vesting quarterly through 2028; (d) 28,360 RSUs granted August 20, 2024, vesting quarterly through 2028; (e) 16,464 RSUs granted February 25, 2025, vesting quarterly through 2029; (f) 54,688 RSUs granted August 5, 2025, one-fourth vesting on August 5, 2026, remainder RSUs vesting quarterly through 2029; and (g) 52,992 RSUs granted November 11, 2025, one-fourth vesting on November 11, 2026, remainder vesting quarterly through 2029. 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.

2. No exercise price is applicable.

3. Immediately exercisable.

4. Share options granted on August 9, 2022. Includes 27,370 vested options, and 3,910 unvested options, which shall vest in equal quarterly installments through 2026, subject to the Reporting Person remaining a service provider of the Issuer on each applicable vesting date.

5. Share options granted on August 1, 2023. Includes 24,490 vested options, and 14,694 unvested options, which shall vest in equal quarterly installments through 2027, subject to the Reporting Person remaining a service provider of the Issuer on each applicable vesting date.

6. Share options granted on August 20, 2024. Includes 18,228 vested options, and 30,380 unvested options, which shall vest in equal quarterly installments through 2028, subject to the Reporting Person remaining a service provider of the Issuer on each applicable vesting date.

7. Share options granted on August 5, 2025. Includes no vested options, and 58,592 unvested options, with one-fourth of the options vesting on August 5, 2026, and the remaining shall vest in equal quarterly installments through 2029, subject to the Reporting Person remaining a service provider of the Issuer on each applicable vesting date.

Remarks:

[Exhibit 24 - Power of Attorney.]

	/s/ Dafna Raz - 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.