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^*

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. 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 Business 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	232,144⁽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⁾	04/30/2028	Ordinary Shares	21,072	0.5695	D
Share Option⁽³⁾	⁽³⁾	07/27/2030	Ordinary Shares	21,072	1.139	D
Share Option⁽³⁾	⁽³⁾	02/22/2031	Ordinary Shares	15,792	1.14	D
Share Option⁽³⁾	⁽³⁾	08/10/2028	Ordinary Shares	46,896	8.5	D
Share Option⁽⁴⁾	⁽⁴⁾	08/09/2029	Ordinary Shares	21,392	5.23	D
Share Option⁽⁵⁾	⁽⁵⁾	08/01/2030	Ordinary Shares	26,800	4.03	D
Share Option⁽⁶⁾	⁽⁶⁾	08/20/2031	Ordinary Shares	40,160	0.75	D
Share Option⁽⁷⁾	⁽⁷⁾	08/05/2032	Ordinary Shares	44,016	1.61	D

Explanation of Responses:

1. Includes 143,906 ordinary shares issuable upon vesting of restricted share units ("RSUs"); of which (a) 3,564 RSUs granted August 9, 2022, vesting in equal quarterly installments through 2026; (b) 11,388 RSUs granted August 1, 2023, vesting quarterly through 2027; (c) 12,288 RSUs granted February 27, 2024, with 2,384 vesting quarterly through 2027 and 9,904 vesting quarterly through 2028; (d) 23,430 RSUs granted August 20, 2024, vesting quarterly through 2028; (e) 12,372 RSUs granted February 25, 2025, vesting quarterly through 2029; (f) 41,072 RSUs granted August 5, 2025, one-fourth vesting on August 5, 2026, remainder vesting quarterly through 2029; and (g) 39,792 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 18,718 vested options, and 2,674 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 16,750 vested options, and 10,050 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 15,060 vested options, and 25,100 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 44,016 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.