SEC Form 4 · accession 0001178913-26-003450
Innoviz Technologies Ltd. · INVZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Omer David Keilaf
Officer — Chief Executive Officer · Director
Period of report
Jul 7, 2026
Accepted (ET)
Jul 9, 2026 · 6:01 am EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001835654
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2,F3 | Jul 7, 2026 | J | 679,400 | $0.00 | D | 2,826,531 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share OptionF4,F1 | $11.50 | Jul 7, 2026 | J | 510,222 | D | — | May 12, 2028 | Ordinary Shares | 510,222 | 510,222 | D |
| Share OptionF4,F1 | $9.92 | Jul 7, 2026 | J | 342,408 | D | — | May 12, 2028 | Ordinary Shares | 342,408 | 342,408 | D |
| Share OptionF5,F1 | $5.23 | Jul 7, 2026 | J | 29,240 | D | — | Aug 9, 2029 | Ordinary Shares | 29,240 | 64,328 | D |
| Share OptionF6,F1 | $4.03 | Jul 7, 2026 | J | 25,641 | D | — | Aug 1, 2030 | Ordinary Shares | 25,641 | 91,575 | D |
Explanation of responses
- F1Represents a transfer of an aggregate of 679,400 ordinary shares and options to purchase an aggregate of 907,511 ordinary shares from the Reporting Person to his former spouse, Ms. Gali Moscovici, for no consideration, pursuant to a divorce settlement. The transferred ordinary shares consist of shares previously issued to the Reporting Person upon vesting and settlement of restricted share units, and the transferred options are reported in Table II.
- F2The amount includes 916,552 ordinary shares issuable upon vesting of restricted share units ("RSUs"); of which (a) 7,798 RSUs granted August 9, 2022, vesting in equal quarterly installments through 2026; (b) 36,630 RSUs granted August 1, 2023, vesting quarterly through 2027; (c) 62,978 RSUs granted February 27, 2024, with 10,674 vesting quarterly through 2027 and 52,304 vesting quarterly through 2028; (d) 54,531 RSUs granted August 20, 2024, vesting quarterly through 2028; (e) 75,251 RSUs granted February 25, 2025, vesting quarterly through 2029; (f) 562,500 RSUs granted May 26, 2025, 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.
- F3No consideration was paid in connection with the transfer. No exercise price is applicable.
- F4Immediately exercisable.
- F5Share options granted on August 9, 2022. The balance reported includes 58,480 vested options and 5,848 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.
- F6Share options granted on August 1, 2023. The balance reported includes 54,945 vested options and 36,630 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.