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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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. 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 Financial 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	08/04/2026		A		73,184⁽¹⁾	A	$0.00	537,237⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Share Option	$0.42	08/04/2026		A		78,416		⁽⁴⁾	08/04/2033	Ordinary Shares	78,416	$0.00	78,416	D

Explanation of Responses:

1. Represents 73,184 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 234,628 ordinary shares issuable upon vesting of RSUs; of which (a) 2,607 RSUs granted August 9, 2022, vesting quarterly through 2026; (b) 11,104 RSUs granted August 1, 2023, vesting quarterly through 2027; (c) 13,109 RSUs granted February 27, 2024, with 2,616 vesting quarterly through 2027 and 10,493 vesting quarterly through 2028; (d) 25,524 RSUs granted August 20, 2024, vesting quarterly through 2028; (e) 15,092 RSUs granted February 25, 2025, vesting quarterly through 2029; (f) 41,016 RSUs granted August 5, 2025, vesting quarterly through 2029; (g) 52,992 RSUs granted November 11, 2025, one-fourth vesting on November 11, 2026, remainder vesting quarterly through 2029; and (h) 73,184 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).

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