SEC FORM 3

SEC FORM 3SEC 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^*

Keilaf Omer David

(Last)

(First)

(Middle)

C/O INNOVIZ TECHNOLOGIES LTD.

5 URI ARIAV STREET, BUILDING C

(Street)

ROSH HA'AIN

4809202

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

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	4,228,950⁽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⁾	05/12/2028	Ordinary Shares	1,020,444	$11.5	D
Share Option⁽³⁾	⁽³⁾	05/12/2028	Ordinary Shares	684,816	$9.92	D
Share Option⁽⁴⁾	⁽⁴⁾	08/09/2029	Ordinary Shares	93,568	$5.23	D
Share Option⁽⁵⁾	⁽⁵⁾	08/01/2030	Ordinary Shares	117,216	$4.03	D
Share Option⁽⁶⁾	⁽⁶⁾	08/20/2031	Ordinary Shares	145,424	$0.75	D
Share Option⁽⁷⁾	⁽⁷⁾	08/05/2032	Ordinary Shares	175,280	$1.61	D
Warrant⁽⁸⁾	⁽⁸⁾	04/05/2026	Ordinary Shares	40,000	$11.5	D
PSU⁽⁹⁾	⁽⁹⁾	12/16/2030	Ordinary Shares	6,256,265	$0.0000	D

Explanation of Responses:

1. Includes 1,143,106 ordinary shares issuable upon vesting of restricted share units ("RSUs"); of which (a) 15,596 RSUs granted August 9, 2022, vesting in equal quarterly installments through 2026; (b) 43,956 RSUs granted August 1, 2023, vesting quarterly through 2027; (c) 74,008 RSUs granted February 27, 2024, with 14,232 vesting quarterly through 2027 and 59,776 vesting quarterly through 2028; (d) 60,590 RSUs granted August 20, 2024, vesting quarterly through 2028; (e) 82,092 RSUs granted February 25, 2025, vesting quarterly through 2029; (f) 750,000 RSUs granted May 26, 2025, one-fourth vesting on May 26, 2026, remainder vesting quarterly through 2029; and (g) 116,864 RSUs granted August 5, 2025, one-fourth vesting on August 5, 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 81,872 vested options, and 11,696 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 73,260 vested options, and 43,956 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 54,534 vested options, and 90,890 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 175,280 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.

8. Public warrants (traded under the symbol INVZW) originally issued in connection with the Business Combination with Collective Growth Corporation. Each warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share. The warrants expire on April 5, 2026.

9. Performance share units granted on December 16, 2025. The PSUs vest based on the achievement of share price performance targets measured during any consecutive 60 trading day period between the second and fifth anniversaries of the grant date. The share price targets are: 1,251,254 PSUs at $2.00; 1,668,337 PSUs at $3.00; 1,668,337 PSUs at $4.50; and 1,668,337 PSUs at $5.50. Achieved PSUs vest quarterly over four years from the grant date (one-sixteenth per quarter), subject to the Reporting Person's continued service. Each PSU represents a contingent right to receive one ordinary share. No exercise price is applicable.

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.
* Form 3: SEC 1473 (03-26)

SEC Form 3 filed by new insider Keilaf Omer David