A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors You should carefully consider the risks described below before making an investment decision. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. The trading price and value of our ordinary shares could decline due to any of these risks, and you may lose all or part of your investment. This Annual Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this Annual Report. Summary of Risk Factors The following is a summary of certain, but not all, of the risks that could adversely affect our business, operations and financial results. If any of the risks actually occur, our business could be materially impaired, the trading price of our ordinary shares and warrants could decline, and you could lose all or part of your investment. • Our limited operating history and evolving business model make evaluating our business and future prospects difficult and may increase the risk of your investment. • Continued pricing pressures, automotive OEMs cost reduction initiatives and the ability of automotive OEMs to re-source or cancel vehicle or technology programs may result in lower than anticipated margins, or in incremental losses, which may adversely affect our business. • Failure to successfully develop non-automotive markets could limit revenue diversification and affect revenue growth. • We are creating innovative technologies by designing and developing unique components. The high price of, or low yield in these components, may affect our ability to sell at competitive prices or may lead to losses. • There are significant risks to providing our products as a direct supplier to automotive customers, including additional operating costs, increased liabilities, and additional indemnification responsibilities. • We expect to invest substantially in research and development for the purpose of developing and commercializing new products. These investments could significantly reduce our profitability or increase our losses and may not generate revenue for us. • We will likely need to obtain additional funds in the future in order to execute our business plan and these funds may not be available to us when we need them, which could negatively affect our business, prospects, financial condition and operating results. • We may experience significant delays in the design, production and launch of our LiDAR products, which could harm our business, prospects, financial condition and operating results. 3 • We are substantially dependent on a limited number of customers. The automotive industry is comprised of a relatively small number of players, which makes each design win material for us. While we have expanded our customer base to include significant programs with multiple customers, our business could be materially and adversely affected if certain customers terminate our programs or significantly alter or delay them. • Designing and manufacturing LiDARs on a mass-production scale requires meeting stringent quality requirements and we may face significant challenges and complexities in this process. • Our transition to production with contract manufacturers and our ramp-up towards mass production may encounter significant challenges, which could delay commercialization and increase costs. • The period of time from a design win to implementation varies significantly across different markets and we are subject to the risks of cancellation or postponement of contracts, or failure to successfully meet customers’ requirements for SOP or deployment. • If market adoption of LiDAR for autonomous vehicles does not continue to develop, or develops more slowly than we expect, or if we fail to successfully diversify into non-automotive markets, our business will be adversely affected. • We target many customers that are large companies with substantial negotiating power, exacting product standards and potentially competitive internal solutions. If we are unable to sell our products to these customers, our prospects and results of operations will be adversely affected. • We continue to implement strategic initiatives designed to grow our business inside and outside the automotive market. These initiatives may prove more costly than we currently anticipate, and we may not succeed in increasing our revenues by an amount sufficient to offset the costs of these initiatives and to achieve and maintain profitability. • The markets in which we compete are characterized by rapid technological change, which requires us to continue to develop new products and product innovations and could adversely affect market adoption of our products. • Entry into non-automotive applications requires addressing distinct regulatory and operational considerations that may delay commercialization and adversely affect our business and prospects. • The first vehicles deploying our LiDAR technology and complementary software stack became commercially available to end users in 2024. Additional vehicles deploying the next generation of our technology are expected to become commercially available in the coming year. If any vehicles deploying our LiDAR technology and complementary software stacks are involved in traffic accidents or collisions actually or allegedly resulting from undetected defects, errors, or bugs in our products, or if our products actually or allegedly fail to perform as expected, we may be exposed to product liability, warranty and other claims, in addition to a decline in the market adoption of our products, damage to our reputation with current or prospective customers, or increased regulatory scrutiny of our solutions which would adversely affect our operating costs, business and prospects. • Certain of our strategic, development and supply arrangements could be terminated or may not materialize into long-term contract partnership arrangements. • We operate in a highly competitive market against a large number of both established competitors and new market entrants, and some market participants have substantially greater resources than we do. • We rely on third-party suppliers and are susceptible to supply shortages, long lead times for components and supply changes, any of which could disrupt our supply chain and could delay deliveries of our products to customers. • Our business may be adversely affected by changes in automotive safety regulations or concerns that drive further regulation of the automobile safety market. • As a result of being a public company, we are obliged to develop and maintain proper and effective internal controls over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our ordinary shares. • Our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our ordinary shares. • The market price and trading volume of our ordinary shares and warrants may be volatile and could decline significantly. • We expect our results of operations to fluctuate on a quarterly and annual basis, which could cause the price of our ordinary shares and warrants to fluctuate or decline. • We may be subject to securities litigation, class action and derivative lawsuits, which could result in substantial costs and could divert management attention away from other business concerns. • As we are a “foreign private issuer” and follow certain home country corporate governance practices, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all corporate governance requirements of the Nasdaq Stock Market LLC (“Nasdaq”). • Political, economic, security and other conditions in Israel could materially and adversely affect our business. • The tax benefits that are available to us require that we continue to meet various conditions and may be terminated or reduced in the future, which could increase our costs and taxes. • The rights and responsibilities of our shareholders are governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S. corporations. The other matters described in this section titled “Risk Factors”. 4 Risks Related to Our Business Our limited operating history and evolving business model make evaluating our business and future prospects difficult and may increase the risk of your investment. Our company has been focused on developing LiDAR products, components, and complementary software stacks for autonomous driving systems since our inception in 2016. This relatively limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter. Further, because we have relatively limited historical financial data and we operate in rapidly evolving markets, including certain markets that we began operating in recently and therefore are subject to additional uncertainty, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in more predictable markets. In addition, our business model may evolve, which could render our historical operating history and financial data less useful in assessing our prospects. If we fail to address the risks and difficulties that we face, including those described elsewhere in this “Risk Factors” section, our business, financial condition and results of operations could be adversely affected. We have encountered in the past, and we will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition and results of operations could be adversely affected. In addition, our revenue may be adversely affected for a number of reasons, including the development and/or market acceptance of new technology that competes with our LiDAR products, changes by OEMs or other market participants to their autonomous vehicle technology, failure of our customers to commercialize autonomous systems that include our LiDAR solutions, our inability to effectively manage our inventory or manufacture products at scale, our failure to enter new markets in the automotive and non-automotive industries or to attract new customers or expand orders from existing customers, or due to increasing competition. Furthermore, it is difficult to predict the size and growth rate of our target markets, customer demand for our products, commercialization timelines, developments in autonomous sensing and related technology, developments in non-automotive markets and the need for LiDAR related technologies, the success of existing competitive products and services, or the entry of new competitive companies and products. Accordingly, we do not expect to achieve profitability over the near term. If our revenue does not grow over the long term, our ability to achieve and maintain profitability may be adversely affected, and the value of our business may significantly decrease. 5 Continued pricing pressures, automotive OEMs cost reduction initiatives and the ability of automotive OEMs to re-source or cancel vehicle or technology programs may result in lower than anticipated margins, or in incremental losses, which may adversely affect our business. Cost-cutting initiatives adopted by our customers often result in increased downward pressure on pricing. We expect that our agreements with automotive OEMs may require step-downs in pricing over the term of the agreements or, if commercialized, over the periods of production. In addition, our automotive OEM customers often reserve the right to terminate their supply contracts for convenience, which enhances their ability to obtain price reductions. Automotive OEMs possess significant leverage over their suppliers, including us, because the automotive component supply industry is highly competitive, serves a limited number of customers and has a high fixed cost base. Accordingly, we expect to be subject to substantial continuing pressure from automotive OEMs to reduce the price of our products. It is possible that pricing pressures beyond our expectations could intensify as our customers pursue restructuring, consolidation and cost-cutting initiatives. If we are unable to generate sufficient production cost savings in the future to offset price reductions, our gross margin and profitability would be adversely affected. Failure to successfully develop non-automotive markets could limit revenue diversification and affect revenue growth. While automotive applications remain a core focus of our business, we are increasingly pursuing revenue opportunities in non-automotive markets, including intelligent transportation systems, perimeter security, industrial, robotics, construction, smart cities and infrastructure, and other applications. Our ability to diversify our revenue base and achieve our gross margin and revenue growth depends in part on successfully commercializing our products in these emerging market segments. Developing non-automotive markets requires significant investment in product development, sales infrastructure, and customer support tailored to different industry verticals and use cases, regulatory environments and distribution channels. There can be no assurance that our products will achieve market acceptance or commercially viable production volumes in non-automotive applications within the timeframes or at the cost levels we anticipate, or at all. If we fail to successfully scale non-automotive revenue streams, we may remain overly and significantly dependent on automotive OEM customers and may not achieve our expected gross margins and revenue growth, which would adversely affect our business, results of operations and financial condition. We are creating innovative technologies by designing and developing unique components. The high price of, or low yield in these components, may affect our ability to sell at competitive prices or may lead to losses. Part of our technological approach to providing cost-efficient LiDAR-based autonomous driving solutions featuring superior performance involves using a multi-disciplinary approach to design some of our components. Many of these components are complex and contain multiple sophisticated elements. Volume production of these elements may require extreme precision and present challenges to their manufacturers. This can lead to increased costs of production of the components which the manufacturers may pass on to us, or a production run may yield fewer usable components than desired or anticipated. Any such increased components cost or suboptimal yield in the production of our components may significantly increase our production costs and thereby decrease our margins and potentially cause us losses. There are significant risks to providing our products as a direct supplier to automotive customers, including additional operating costs, increased liabilities, and additional indemnification responsibilities. We are leveraging our in-house knowledge developed via our engagement and development history, to approach and to supply the automotive OEMs directly. This approach means entering into direct agreements with automotive OEMs and not having a Tier-1 “middleman” to take on some of the risks involved in such long-term engagements. These risks include the responsibilities associated with interacting directly with automotive OEMs on complex tasks such as full design validation, direct customer support and vehicle integration. Each of these responsibilities includes additional operating costs, increased liabilities, and additional indemnification responsibilities. Furthermore, as a Tier-1 supplier we are competing directly with more-established Tier-1s that have existing agreements and relationships with the automotive OEMs, which may provide them certain advantages as compared to us. 6 We expect to invest substantially in research and development for the purpose of developing and commercializing new products. These investments could significantly reduce our profitability or increase our losses and may not generate revenue for us. Our future growth depends on maintaining our technological leadership in order to introduce new products that penetrate new markets and achieve market acceptance. We therefore plan to incur substantial research and development costs as part of our efforts to design, develop, manufacture, and commercialize new products and enhance existing products. Our research and development expenses were approximately $56.5 million, $73.8 million and $92.7 million during the years ended December 31, 2025, 2024 and 2023, respectively. Our future research and development expenses may adversely affect the future results of our operations. In addition, our research and development program may not produce successful results, and even if it does successfully produce new products, those products may not achieve market acceptance, create additional revenue or become profitable. We will likely need to obtain additional funds in the future in order to execute our business plan and these funds may not be available to us when we need them, which could negatively affect our business, prospects, financial condition and operating results. We will likely require additional capital in the future in order to fund our growth strategy or to respond to technological advancements, competitive dynamics or technologies, customer demands, business opportunities, challenges, acquisitions or unforeseen circumstances. We may also determine to raise equity or debt financing for other reasons. For example, in order to further enhance business relationships with current or potential customers or partners, we may issue equity or equity-linked securities to such current or potential customers or partners. In August 2025, we launched an at-the-market program (the “ATM Program”) with Jefferies LLC (the “Sales Agent”), pursuant to which we may offer and sell, from time to time, to or through the Sales Agent, ordinary shares having an aggregate offering price of up to $75 million. However, our ability to sell ordinary shares through the ATM program is subject to significant limitations and uncertainties. We can only conduct offerings during periods in which we are permitted to access the capital markets, including open trading windows, which may not coincide with our capital needs or favorable market conditions. In addition, the amount of capital that we are able to raise under the ATM program depends on a number of factors, including the market price of our ordinary shares, trading volume, overall market conditions and investor demand. If our share price declines or market conditions are unfavorable, we may be unable to raise meaningful proceeds under the ATM program, or at all. Accordingly, the ATM program may not be available when we require financing, and we cannot rely on it as a dependable source of capital. Beyond the ATM program, we may not be able to timely secure additional financing (which may be in form of debt or equity and may be a strategic investment) on favorable terms, or at all. If we raise additional funds through the issuance of equity or convertible debt or other equity-linked securities, our existing shareholders could experience significant dilution. Any debt financing obtained by us in the future, whether in the form of a credit facility or otherwise, could involve restrictive covenants relating to our capital raising activities and ability to pursue other business opportunities. If we are unable to obtain adequate financing or to obtain financing on terms satisfactory to us when we require it, our ability to continue to grow, to support our business and to respond to business challenges could be significantly limited. Because our decision to issue debt or equity in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts. We may experience significant delays in the design, production and launch of our LiDAR products, which could harm our business, prospects, financial condition and operating results. Some of our products, such as the recently launched InnovizThree, are still in the development phase. Any delay in the design, production and commercial release of our current products or of any other future products could materially damage our brand, business, prospects, financial condition and operating results. There are often delays in the design, production and commercial release of new products. To the extent we delay the launch of any future product, our growth prospects could be adversely affected as we may fail to increase our market share. Moreover, our products are technologically complex and require high standards to manufacture. In addition, our products require extensive and lengthy testing and validation cycles, particularly in connection with our LiDAR sensors and complementary software stacks, to ensure safety of the autonomous systems prior to commercial deployment. We have experienced in the past and will likely experience in the future, defects, errors or bugs at various stages of development and manufacturing. We may be unable to timely release new products, manufacture existing products, correct problems that have arisen or correct such problems to our customers’ satisfaction. Such delays could damage our relationships with customers and lead them to seek alternative sources of supply. In addition, we could face material legal claims for breach of contract or tort as a result of such delays. Defending a lawsuit, regardless of its merit, could be costly and may divert management’s attention and adversely affect the market’s perception of us and our ability to deliver and our reliability. Further, our business liability insurance coverage could prove inadequate with respect to a claim, and future coverage may be unavailable, on acceptable terms or at all. 7 We are substantially dependent on a limited number of customers. The automotive industry is comprised of a relatively small number of players, which makes each design win material for us. While we have expanded our customer base to include significant programs with multiple customers, our business could be materially and adversely affected if certain customers terminate our programs or significantly alter or delay them. Historically, our business was substantially dependent on our design win with BMW. Our business is now substantially dependent on our design wins with Cariad SE for the Volkswagen brands (“Volkswagen”), as well as programs through our partnership with Mobileye Vision Technologies Ltd. (“Mobileye”) and our recently announced program with Daimler Truck North America LLC (“Daimler Truck”). Each of these customers represent a significant portion of our current and projected revenues. There can be no assurance that we will be able to maintain our relationship with our customers and secure orders from them or that our design wins will result in increased revenues or profitability. If any of our major customers terminate or significantly alter or delay our programs with them and/or alter their respective relationships with us in an adverse manner, our business would be materially and adversely affected. Designing and manufacturing LiDARs on a mass-production scale requires meeting stringent quality requirements and we may face significant challenges and complexities in this process. In 2023, Magna Electronics Inc. (“Magna”) began the series-production manufacturing of our InnovizOne LiDARs in connection with the BMW L3 Program. In 2025, we began manufacturing our InnovizTwo LiDARs in connection with our other design programs with our contract manufacturing partners. The design and manufacturing of LiDARs on a mass-production scale requires us to meet stringent quality requirements and obtain various certifications. To date, we have not manufactured LiDARs on a mass-production scale in connection with any of our programs, and we expect to face significant challenges and complexities which we will need to resolve expeditiously while continuing to develop new products. For example, since manufacturing LiDARs requires investing significant capital expense in complex and unique machinery, unexpected malfunctions of such machinery could affect our operational efficiency and may result in loss of production equipment. In addition, we may face various unexpected operational risks such as damage to production facilities, delays, environmental damage, and potential legal liabilities. As a result of these challenges and risks, we may not be able to manufacture LiDARs on a mass-production scale without delays or unexpected costs, among other factors, which could adversely affect our business. Our transition to production with contract manufacturers and our ramp-up towards mass production may encounter significant challenges, which could delay commercialization and increase costs. We are transitioning from producing our InnovizTwo samples in-house to manufacturing series-production units with our contract manufacturers as we prepare for mass production, with our first shipment of units taking place in July 2025. This transition presents several risks, including the need to validate production lines and achieve consistent quality and yield at scale. Significant delays or inefficiencies in this process could impact our ability to meet customer requirements, including timelines. The production of LiDAR sensors requires stringent quality control and manufacturing expertise. If our contract manufacturer encounters difficulties, we may experience quality issues, increased scrap rates, or delays in meeting our customers’ milestones and requirements. Additionally, as we continue to ramp-up towards mass production, we may face unforeseen technical challenges, supply chain constraints, yield issues, or manufacturing process refinements that could extend the timeline to achieving stable, high-yield production. Reaching full manufacturing maturity where production is optimized for cost efficiency, reliability, and scalability can take longer than anticipated. If we are unable to transition effectively to mass production, or if we encounter prolonged challenges in achieving manufacturing maturity, our ability to fulfill customer demand, meet revenue targets, and establish a competitive cost structure could be adversely affected. Any disruption in this transition could delay commercialization, increase our costs, and could negatively impact our business, financial condition, and market position. 8 The period of time from a design win to implementation varies significantly across different markets and we are subject to the risks of cancellation or postponement of contracts, or failure to successfully meet customers’ requirements for SOP or deployment. Prospective customers, including, but not limited to, those in the automotive industry, generally must make significant commitments of resources to test and validate our products and confirm that they can integrate with other technologies before including them in any particular system, product or model. The development and implementation cycles of our products with new customers varies widely depending on the application, market, customer and the complexity of the product. In the automotive market, for example, this development cycle can be four to five years or more. We spend significant time and resources to have our products selected by automotive OEMs and their suppliers for use in a particular vehicle model, which is known as a design win or nomination. If we do not achieve a design win with respect to a particular vehicle model, we may not have an opportunity to supply our products to the automotive OEM for that vehicle model for a period of many years. If our products are not selected by an automotive OEM or its suppliers for one vehicle model or if our products are not successful in that vehicle model, it is unlikely that our products will be deployed in other vehicle models of that automotive OEM. In non-automotive applications, by contrast, deployment timelines may be shorter and less dependent on lengthy design validation cycles, since our automotive-grade products can sometimes be deployed with limited customization. However, non-automotive customers may still require validation, integration testing, and regulatory or operational approval processes that can extend implementation timelines depending on the application. We are subject to the risk that customers, both in the automotive and non-automotive industry, might cancel or postpone either the entire program or the implementation of our technology, as well as the risk that we will not be able to integrate our hardware and software technologies successfully into a larger system with other sensing modalities or operational requirements. If we fail to win a significant number of vehicle model programs from automotive OEMs or their suppliers, or if we are unable to successfully implement non-automotive applications, or if our customers cancel or postpone implementation, our business, results of operations and financial condition may be materially and adversely affected. If market adoption of LiDAR for autonomous vehicles does not continue to develop, or develops more slowly than we expect, or if we fail to successfully diversify into non-automotive markets, our business will be adversely affected. While our primary focus remains on automotive applications, including advanced driver assistance systems (“ADAS”) and autonomous driving, we are increasingly pursuing LiDAR applications in non-automotive markets such as industrial, robotics, perimeter security, intelligent transportation systems, traffic management and more. Our long-term growth strategy depends on the success in both the automotive sector and the development of these emerging non-automotive applications. Despite considerable industry effort to research and test LiDAR products for ADAS and autonomous driving, there is no guarantee that the automotive industry will continue to introduce LiDAR products in commercially available vehicles in the near future. Additionally, LiDAR adoption in non-automotive markets remains in early stages, and we face uncertainty regarding market acceptance, technical requirements, competitive dynamics, and adoption timelines in these verticals. Other sensor technologies based on new or existing technology or a combination of technologies, may achieve acceptance or leadership in ADAS, autonomous driving, or non-automotive applications. Even if LiDAR is designed into initial generations of such technology, there is no guarantee it will be included in subsequent generations. The speed of market growth for ADAS, autonomous vehicles, and non-automotive LiDAR applications is difficult to predict, and may be affected by economic conditions, changes in inflation and interest rates in the U.S., geopolitical factors, and regulatory developments. If commercialization of LiDAR products is not successful, or not as successful as we expect, if other sensing modalities are to be preferred by either developers, OEMs, regulators, safety organizations or other market participants, or if we fail to achieve substantial penetration in non-automotive markets, our business, results of operations and financial condition will be materially and adversely affected. We target many customers that are large companies with substantial negotiating power, exacting product standards and potentially competitive internal solutions. If we are unable to sell our products to these customers, our prospects and results of operations will be adversely affected. Many of our customers and potential customers are large, multinational companies with substantial negotiating power relative to us and, in some instances, they may even have internal solutions that are competitive to our products. These large, multinational companies also have significant resources, which may allow them to acquire or develop competitive technologies either independently or in partnership with others. Accordingly, even after investing significant resources to develop a product, we may not secure a design win or may not be able to commercialize a product on profitable terms because, among other things, these companies have extremely strong negotiation positions to demand terms that are beneficial for them, including reduced prices. If our products are not selected by these companies or if these companies develop or acquire competitive technology or negotiate terms that are disadvantageous to us, it will have an adverse effect on our business. 9 We continue to implement strategic initiatives designed to grow our business inside and outside the automotive market. These initiatives may prove more costly than we currently anticipate, and we may not succeed in increasing our revenues by an amount sufficient to offset the costs of these initiatives and to achieve and maintain profitability. We continue to make investments and implement initiatives designed to grow our business, including: • investing in research and development; • attracting and retaining talent to develop, support and promote our business across different functions and geographies, further enhancing our manufacturing processes and partnerships; and • investing in legal, accounting and other administrative functions necessary to support our operations as a public company. These initiatives may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue, if at all, in an amount sufficient to offset these higher expenses and to achieve and maintain profitability. The market opportunities we are pursuing are at an early stage of development, and it may be many years before the markets we expect to serve generate significant demand for our products, if at all. The markets in which we compete are characterized by rapid technological change, which requires us to continue to develop new products and product innovations and could adversely affect market adoption of our products. While we intend to invest substantial resources in research and development, continuing technological changes in sensing technology, as well as changes in the applicable industries, including autonomous driving, perimeter security, intelligent transportation systems, could adversely affect adoption of LiDAR and/or our products. Our future success will depend on our ability to develop and introduce a variety of new capabilities and innovations to our existing product offerings, as well as introduce new products addressing the changing market needs. We cannot guarantee that our new products will be released in a timely manner, or at all, or achieve market acceptance. In addition, we may in the future need to make strategic decisions to account for low market acceptance. These actions and any similar future actions may materially and adversely affect our business and results of operations. Delays in delivering new products that meet customer requirements could damage our relationships with customers and lead them to seek alternative sources of supply. If we are unable to devote adequate resources to develop and improve our products or cannot otherwise successfully develop products or system configurations that meet customer requirements, including pricing, on a timely basis or that remain competitive with other technological alternatives, our products could lose market share, our revenue will decline, we may experience operating losses and our business and prospects will be adversely affected. Entry into non-automotive applications requires addressing distinct regulatory and operational considerations that may delay commercialization and adversely affect our business and prospects. We are investing in and pursuing market opportunities beyond automotive, including non-automotive applications such as perimeter security, smart infrastructure, mobility, aerial, robotics and traffic intelligence. While our automotive-grade products can be deployed across various adjacent automotive segments with similar deployment approaches, non-automotive applications present distinct regulatory, operational and deployment considerations that differ materially from automotive markets. Non-automotive applications involve distinct considerations beyond those in automotive markets. For example, smart city deployments may require compliance with local regulations and data protection requirements that vary by jurisdiction, necessitating adaptation of software configurations, cybersecurity and privacy controls for different regions. Government procurement processes for infrastructure projects typically involve evaluation cycles and formal tendering procedures which are materially different than private sector automotive OEM procurement procedures, which may affect commercialization timelines. Aviation and airport applications require coordination with aviation authorities and airport operators regarding safety protocols and operational integration. Security and autonomous systems operating in continuous or extended-duty environments may require optimization of power management and thermal design for continuous operation, differing from intermittent automotive use. Addressing these diverse market-specific requirements while still leveraging our automotive-grade product foundation may require increased regulatory and compliance investment compared to automotive markets. Successful commercialization in non-automotive applications will depend on numerous factors, including: whether we can efficiently adapt our products to address regulatory and operational requirements across different markets and geographies; whether customers will adopt LiDAR-based solutions for these applications; whether government agencies and infrastructure operators will support our deployment in their systems; and whether these markets develop according to our expectations. If we are unable to address market-specific requirements, if regulatory or operational considerations create unexpected challenges, or if these markets develop more slowly than anticipated, our business, results of operations and financial condition may be adversely affected. 10 Adverse conditions in the automotive industry or the global economy more generally could have adverse effects on our results of operations. Our business is directly affected by and significantly dependent on business cycles and other factors affecting the global automotive industry and global economy in general. Automotive production and sales are highly cyclical and depend on general economic conditions and other factors, including consumer spending and preferences, changes in interest rates and credit availability, consumer confidence, fuel costs, fuel availability, environmental impact, governmental incentives, regulatory requirements and political volatility, especially in energy-producing countries and growth markets. In addition, automotive production and sales can be affected by our automotive OEM customers’ ability to continue operating in response to challenging economic conditions and in response to regulatory requirements and other factors. The volume of automotive production in North America, Europe, Asia and the rest of the world has fluctuated, sometimes significantly, from year to year, and we expect any such fluctuations to give rise to fluctuations in the demand for our products. Any significant adverse change in any of these factors may result in a reduction in automotive sales and production by our automotive OEM customers and could have a material adverse effect on our business, results of operations and financial condition. We may experience difficulties in expanding our operations. Our ability to manage our operations and future growth will require us to continue to improve our operational, financial and management controls, compliance programs and reporting systems. We continue to strengthen our compliance programs, including our compliance programs related to export controls, privacy and cybersecurity and anti-corruption. We may not be able to implement improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs, systems and procedures, which could have an adverse effect on our business, reputation and financial results. As part of growing our business, we may in the future make acquisitions. If we fail to successfully select, execute or integrate our acquisitions, then our business, results of operations and financial condition could be materially and adversely affected and the price of our ordinary shares and warrants could decline. From time to time, we may in the future undertake acquisitions to add new products and technologies, acquire talent, gain new sales channels or enter into new markets or sales territories. Acquisitions involve numerous risks and challenges, including relating to the successful integration of the acquired business and its key personnel, entering into new territories or markets with which we have limited or no prior experience, establishing or maintaining business relationships with new customers, channel partners, vendors and suppliers, as well as unexpected liabilities and potential post-closing disputes. In addition, acquisitions may require a significant commitment of management time, capital investment and other resources. To date, we have not grown our business through acquisitions and we do not have a history of integrating acquired technology and personnel. However, failure to successfully identify, complete, manage and integrate any future acquisitions could materially and adversely affect our business, financial condition and results of operations and could cause the price of our ordinary shares and warrants to decline. The first vehicles deploying our LiDAR technology and complementary software stack became commercially available to end users in 2024. Additional vehicles deploying the next generation of our technology are expected to become commercially available in the coming year. If any vehicles deploying our LiDAR technology and complementary software stacks are involved in traffic accidents or collisions actually or allegedly resulting from undetected defects, errors, or bugs in our products, or if our products actually or allegedly fail to perform as expected, we may be exposed to product liability, warranty and other claims, in addition to a decline in the market adoption of our products, damage to our reputation with current or prospective customers, or increased regulatory scrutiny of our solutions which would adversely affect our operating costs, business and prospects. Our products are technologically complex and require high standards to manufacture and may, from time to time, have, or could be alleged to have, undetected errors or defects. As the first vehicles deploying our LiDAR technology and complementary software stack became commercially available to end users in 2024, and additional vehicles deploying the next generation of our technology are expected to become commercially available in the coming year, some errors or defects in our products could be, despite rigorous testing and stringent manufacturing standards, initially undetected and discovered only after they have commercialized and deployed by customers, which could result in serious injury, including fatalities, to the end users or those in the surrounding area; our customers not being able to commercialize technology incorporating our products; litigation against us; negative publicity; and other consequences. These risks are particularly prevalent in the highly competitive autonomous driving and ADAS markets. In accordance with customary practice in the automotive industry, we provide our customers with a time-limited warranty for our products. Currently, no such errors or defects have been detected, however, if such errors or defects occur in the future and within the respective warranty period, we may incur significant additional development costs, repair or replacement costs. Such problems may also result in claims against us, including class actions, by our customers or by third parties, and in some cases, may even lead to product recall and additional costs associated with such processes. Our reputation or brand may be damaged as a result of these problems and customers may be reluctant to buy our products, which could adversely affect our ability to retain existing customers and attract new customers and could adversely affect our financial results. 11 In addition, we could face material legal claims for breach of contract, product liability, tort or breach of warranty as a result of these problems. Defending a lawsuit, regardless of its merit, could be costly and may divert management’s attention and adversely affect the market’s perception of us and our products. In addition, our business liability insurance coverage could prove inadequate with respect to a claim and future coverage may be unavailable on acceptable terms or at all. These product-related issues could result in claims against us and our business could be adversely affected. Moreover, enhanced publicity surrounding such claims may also increase the regulatory scrutiny of ADAS and autonomous driving solutions in general, and our products in particular, which could have a material adverse effect on our ability to achieve our business plans. Further, legislation and regulations may be adopted or changed over time to increase our liability associated with the use of our products, which may make our liability insurance coverage inadequate to fully mitigate such risks or rather make it significantly more costly, which could adversely affect our operating results and financial condition. Certain of our strategic, development and supply arrangements could be terminated or may not materialize into long-term contract partnership arrangements. We have arrangements with strategic, development and supply partners and collaborators. Some of these arrangements are evidenced by memorandums of understandings, term sheets, letters of intent, early-stage agreements that are used for design and development purposes that will require renegotiation at later stages of development or replacement by production or master agreements under separately negotiated statements of work, each of which could be terminated or may not materialize into next-stage contracts or long-term contract partnership arrangements. If these arrangements are terminated or if we are unable to enter into next-stage contracts or long-term operational contracts, our business, prospects, financial condition and operating results may be materially and adversely affected. We operate in a highly competitive market against a large number of both established competitors and new market entrants, and some market participants have substantially greater resources than we do. The markets for sensing technology applicable to autonomous solutions across numerous industries are highly competitive. Our future success will depend on our ability to lead by continuing to develop and protect from infringement advanced LiDAR technology in a timely manner, and to stay ahead of existing and new competitors. Our competitors are numerous and they compete with us directly by offering LiDAR products, and indirectly by attempting to solve some of the same challenges with different technology. We face competition from other developers of LiDAR products, Tier-1 suppliers and other technology and automotive supply companies, some of which have significantly greater resources than we do. Our competitors include, among others: Valeo SA, Hesai, Aeva, Robosense, Seyond (ex-Innovusion) and Ouster. In the automotive market, some of our competitors have commercialized non-LiDAR-based ADAS technology which has achieved market adoption, strong brand recognition and may continue to improve these and additional technologies, further enhancing their brand recognition and standing. Other competitors are working towards commercializing autonomous driving technology and either by themselves, or with a publicly announced partner, have substantial financial, marketing, research and development and other resources. Some of our customers in the autonomous vehicle and ADAS markets have announced development efforts or made acquisitions directed at creating their own LiDAR-based or other sensing technologies, which would compete with our solutions. We do not know how close these competitors are to commercializing autonomous driving systems or novel ADAS applications. Additionally, increased competition may result in pricing pressure and reduced margins and may impede our ability to increase the sales of our products or may cause us to lose market share, either of which will adversely affect our business, results of operations and financial condition. 12 Changes in tax laws or exposure to additional income tax liabilities could affect our future profitability. Factors that could materially affect our future effective tax rates include but are not limited to: • changes in tax laws or the regulatory environment; • changes in accounting and tax standards or practices; • changes in the composition of operating income by tax jurisdiction; and • our operating results before taxes. Because we do not have a long history of operating at our present scale, our effective tax rate may fluctuate in the future. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under U.S. GAAP, changes in the composition of earnings in countries with differing tax rates, changes in deferred tax assets and liabilities, or changes in tax laws. Changes in our product mix may impact our financial performance. Our financial performance can be affected by the mix of products we sell during a given period. If our sales include more of our lower gross margin products, our results of operations and financial condition may be adversely affected. There can be no guarantee that we will be able to successfully alter our product mix. If actual results vary from this projected product mix of sales, our results of operations and financial condition could be adversely affected. We are dependent on the services of Omer Keilaf, our Founder, Chief Executive Officer and Director. Our success depends to a significant degree upon the continued contributions of Omer Keilaf, our Founder, Chief Executive Officer and director. Mr. Keilaf has been our Chief Executive Officer since the founding of the company in 2016, remains deeply involved in all aspects of our business, and is the name and face that customers, suppliers and investors associate with Innoviz. The loss of Mr. Keilaf would adversely affect our business, since his loss could make it more difficult to, among other things, compete with other market participants and retain existing customers or cultivate new ones. Further, such a loss could be negatively perceived in the marketplace and may make it more difficult to retain existing employees and members of management. Our business depends on our ability to attract and retain highly skilled personnel and senior management. In addition, we are highly dependent on our skilled personnel to manage and meet deadlines for our products and programs. We compete in a market marked by rapidly changing technologies and an evolving competitive landscape. In order for us to successfully compete and grow, we must attract, recruit, retain and develop personnel with requisite qualifications to provide expertise across the entire spectrum of our intellectual capital and business needs. On February 4, 2025, we announced an optimization of our operations to extend our cash runway and accelerate progress towards profitability and free cash flow generation, which included a reduction in the company’s headcount by approximately 9% during the first quarter of 2025. Our primary research and development activities as well as significant elements of our operations, general and administrative activities are conducted at our headquarters in Israel, where we compete for talent against major global technology companies that maintain significant operations in the country. Many of these companies have substantially greater financial resources and more robust compensation mechanisms than we do, which they use to attract and retain skilled employees. As a result, we may not succeed in recruiting additional experienced or professional personnel, in retaining personnel or in effectively replacing such current personnel who may depart with qualified or effective successors. Our efforts to attract, retain and develop personnel may also result in significant additional expenses, which could adversely affect our profitability. Furthermore, in making employment decisions, particularly in the high-technology industry, job candidates often consider the value of the equity they are to receive in connection with their employment. Employees may be more likely to leave us if the shares they own or the shares underlying their equity incentive awards have significantly decreased in value. While we utilize non-competition agreements with our employees as a means of preventing competitors from leveraging our intellectual property and proprietary expertise, those agreements may not be effective in achieving that objective. These agreements prohibit our employees, if they cease working for us, from competing directly with us or working for our competitors for a limited period. We may be unable to enforce these agreements under Israeli or other applicable law, and it may be difficult for us to restrict our competitors from benefiting from the expertise of our former employees developed while working for us. 13 In addition, we rely on our skilled personnel, including our engineers, to meet deadlines associated with our numerous products and programs. Our programs often require significant development and delivery efforts, and as we obtain additional customers and the number of our programs increases, including the potential addition of multiple new programs simultaneously, we may need to recruit and integrate qualified personnel quickly to accommodate the increased workload. Recruiting and onboarding skilled employees, particularly engineers with expertise in LiDAR and related technologies, may take longer than anticipated, especially in our competitive ecosystem, and we may not be able to scale our workforce at the pace required to support our commitments. In the interim, our existing personnel may be required to support an increasing number of products and programs simultaneously, which could strain our resources and make it more difficult for us to meet the development and commercialization targets we set internally and with our partners. Considering the foregoing, there can be no assurance that qualified employees will remain in our employ or that we will be able to attract and retain highly skilled personnel and senior management in the future. Failure to retain or attract highly skilled personnel and senior management could have a material adverse effect on our business, financial condition and results of operations. Human resource changes could affect our internal knowledge and expertise, strategic relationships and future growth prospects. Currency exchange rate fluctuations affect our results of operations, as reported in our financial statements. We report our financial results in U.S. dollars. We collect our revenue primarily in U.S. dollars. A portion of the cost of revenue, research and development, sales and marketing and general and administrative expenses of our Israeli operations are incurred in ILS. As a result, we are exposed to exchange rate risks that may materially and adversely affect our financial results. If ILS appreciates against the USD or if the value of ILS declines against the USD at a time when the rate of inflation in the cost of Israeli goods and services exceeds the rate of decline in the relative value of ILS, then the USD cost of our operations in Israel would increase and our results of operations could be materially and adversely affected. Our Israeli operations also could be materially and adversely affected if we are unable to effectively hedge against currency fluctuations in the future. We cannot predict any future trends in the rate of inflation in Israel or the rate of appreciation (if any) of ILS against the USD. The Israeli annual rate of inflation amounted to 2.6%, 3.2%, and 3.0% for the years ended December 31, 2025, 2024 and 2023, respectively. The value of the USD devaluated against the value of the ILS for the year ended December 31, 2025 by 12.5%, and appreciated against the value of the ILS by approximately 0.6% and 3.1% in 2024 and 2023, respectively. We rely on third-party suppliers and are susceptible to supply shortages, long lead times for components and supply changes, any of which could disrupt our supply chain and could delay deliveries of our products to customers. Some of the components that go into the manufacture of our solutions are sourced from third-party suppliers, with some of the key components coming from limited or single source suppliers. We are therefore subject to the risk of shortages and long lead times in the supply of these components and the risks that our suppliers discontinue or modify components used in our products. Other global events, including political events and trade-related trends may also disrupt our supply chain and operations. For example, the Houthi movement, a terrorist group in Yemen that has been limiting the movement of marine vessels traversing the Red Sea, has led to delays in shipping and to increased shipping and transport costs. These or other events may delay our future production, including our ability to timely set up a production line in Asia, which may require us to find alternative location for our production line due to such instabilities. In addition, our products depend on external semi-conductor foundries. Export controls, geopolitical tensions, and other regulatory obligations applicable to our suppliers may also restrict their ability to supply us with necessary components, further impacting the continuity of our supply chain. For example, during 2025, changes in export control regulations affected our access to specialized components from certain suppliers, requiring us to identify alternative sources and incur additional mitigation costs. We may face similar challenges in the future as regulatory environments continue to evolve. Specifically, the United States and European Union have implemented or may further implement regulations that restrict or prohibit the use of Chinese-sourced components in certain applications, particularly those related to national security or critical infrastructure, or to specific types of customers. These potentially conflicting regulatory requirements may force us to restructure our supply chain, limit our market access, increase costs, or otherwise adversely impact our operations. Any such supply chain restructuring could also disrupt our operations and delay our ability to fulfill customer orders. Any disruptions to those foundries could materially and adversely affect our ability to manufacture our solutions. In addition, the lead times associated with certain components are lengthy and preclude rapid changes in quantities and delivery schedules. We have in the past experienced and may in the future experience component shortages and price fluctuations of certain key components and materials, and the predictability of the availability and pricing of these components may be limited. In the event of a component shortage, supply interruption or material pricing change from suppliers of these components, we may not be able to develop alternate sources in a timely manner or at all in the case of sole or limited sources. Any interruption or delay in the supply of any of these parts or components, or the inability to obtain these parts or components from alternate sources at acceptable prices and within a reasonable amount of time, could adversely affect our relationships with our customers and could cause delays in shipment of our products and adversely affect our operating results. In addition, increased component costs could result in lower gross margins. Even where we are able to pass increased component costs along to our customers, there may be a lapse of time before we are able to do so, such that we must absorb the increased cost. If we are unable to buy these components in quantities sufficient to meet our requirements on a timely basis, we will not be able to deliver products to our customers, which may result in loss of revenues, or such customers using competitors’ products instead of ours. 14 Our sales and operations in international markets expose us to operational, financial and regulatory risks. International sales comprise a significant amount of our overall revenue. Sales to international customers accounted for approximately 95.3%, 91.2% and 99.6% of our revenue in the years ended December 31, 2025, 2024 and 2023, respectively. We are committed to growing our international sales and, while we have committed resources to expanding our international operations and sales channels, these efforts may not be successful. International operations are subject to a number of other risks, including: • exchange rate fluctuations; • political and economic instability, international terrorism and anti-Israeli sentiment, such as the conflict and hostilities between Israel, Hamas, Hezbollah, the Houthi movement and Iran; • global or regional health crises; • potential for violations of anti-corruption laws and regulations, such as those related to bribery and fraud; • preference for locally branded products, and laws and business practices favoring local competition; • regulatory complexities including government mandates subject to unprecedented change and volatile export control laws that may restrict the export of components, materials, and technologies from China; • increased difficulty in managing inventory; • delayed revenue recognition; • less effective protection of intellectual property; • stringent regulations in many jurisdictions applicable to autonomous and other systems or products using our products, as well as stringent consumer protection and product compliance regulations, related to safety and environment, including but not limited to: Directive (EU) 2011/65 - the Restriction of Hazardous Substances Directive (RoHS), Regulation (EC) 1907/2006 - Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH), Regulation (EU) 2023/988 - General Product Safety Regulation (GPSR), the U.S. 21 CFR Part 1040 - Performance Standards For Light-Emitting Products, as well as applicable environmental, health and safety regulations governing smart applications in various jurisdictions. Additionally, we are subject to laws and regulations applicable to the general conduct of the company, such as without limitation, Regulation (EU) 2016/679 - General Data Protection Regulation (GDPR), and applicable competition laws, that are costly to comply with, and may vary from country to country; • difficulties and costs of staffing and managing foreign operations; • import and export laws and the impact of tariffs; and • changes in local tax and customs duty laws, or changes in the enforcement, application or interpretation of such laws. The occurrence of any of these risks could negatively affect our international business and consequently our business, operating results and financial condition. 15 Unforeseen eye safety issues could result in injuries to people which could result in adverse effects on our business and reputation. Our LiDAR utilizes lasers for performing 3D sensing. While our LiDAR products are classified as Class 1 laser products, which are safe to use, and we have developed system components designed to prevent our LiDAR lasers from harming human eyes, in the event that an unforeseen issue arises that results in serious injury, our reputation or brand may be damaged and we could face material legal claims for breach of contract, product liability, tort or breach of warranty as a result of these problems. Defending a lawsuit, regardless of its merit, could be costly and may divert management’s attention and adversely affect the market’s perception of us and our products. In addition, our business liability insurance coverage could prove inadequate with respect to a claim and future coverage may be unavailable on acceptable terms or at all. Our business is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, including events resulting from climate change, as well as global pandemics, and interruptions by man-made problems, such as network security breaches, computer viruses, terrorism and war. Material disruptions of our business or information systems resulting from these events could adversely affect our operating results. A significant natural disaster, such as an earthquake, fire, flood or significant power outage or other similar events, such as infectious disease outbreaks or pandemic events, could have an adverse effect on our business and operating results. There are inherent physical climate-related risks wherever our business is conducted. Various meteorological phenomena and extreme weather events (including, but not limited to, storms, flooding, drought, wildfire, and extreme temperatures) may disrupt our operations or those of our suppliers and business partners, and may therefore require us to incur additional operating or capital expenditures, or otherwise adversely impact our business, financial condition, or results of operations. Climate change may impact the frequency and/or intensity of such events. Mitigating our business risks associated with climate change may require us to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with the longer-term projections associated with managing climate risks. In addition, despite the implementation of network security measures, our networks and LiDAR products also may be vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with our solutions. In addition, natural disasters, acts of terrorism or war, could cause disruptions in our manufacturing operations, our customers’, suppliers’ or channel partners’ businesses, or the economy as a whole. We also rely on information technology systems to communicate among our workforce and with third parties. Any disruption to our communications, whether caused by a natural disaster or by manmade problems, such as power disruptions, could adversely affect our business. We have completed formalizing our disaster recovery plan. Nevertheless, to the extent that any such disruptions result in delays or cancellations of orders or impede our suppliers’ ability to timely deliver product components, or the deployment of our products, our business, operating results and financial condition would be adversely affected. Risks Related to Our Intellectual Property We may not be able to adequately protect or enforce our intellectual property rights or prevent unauthorized parties from copying or reverse engineering our solutions. Our efforts to protect and enforce our intellectual property rights and prevent third parties from violating our rights may be costly. The success of our products and our business depends in part on our ability to obtain patents and other intellectual property rights and maintain adequate legal protection for our products in the United States and other international jurisdictions. We rely on a combination of patent, copyright, service mark, trademark and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights, all of which provide only limited protection. We cannot assure you that any patents will be issued with respect to our currently pending patent applications or that any trademarks will be registered with respect to our currently pending trademark applications in a manner that gives us adequate defensive protection or competitive advantages, if at all, or that any patents issued to us or any trademarks registered by it will not be challenged, invalidated or circumvented. We have filed for patents and trademarks in the United States and in certain international jurisdictions, but such protections may not be available in all countries in which we operate or in which we seek to enforce our intellectual property rights, or may be difficult to enforce in practice, particularly with respect to software patents, where infringement is significantly harder to prove, we are less likely to successfully assert our patents. Our currently issued patents and trademarks and any patents and trademarks that may be issued or registered, as applicable, in the future with respect to pending or future applications may not provide sufficiently broad protection or may not prove to be enforceable in actions against alleged infringers. We cannot be certain that the steps we have taken will prevent unauthorized use of our technology or the reverse engineering of our technology. Moreover, others may independently develop technologies that are competitive to ours or infringe our intellectual property. 16 Protecting against the unauthorized use of our intellectual property, products and other proprietary rights is expensive and difficult, particularly internationally. We believe that our patents are foundational, and we intend to leverage and enforce our intellectual property portfolio where appropriate to protect our competitive advantage. Unauthorized parties may attempt to copy or reverse engineer our solutions or certain aspects of our solutions that we consider proprietary. Litigation may be necessary in the future to enforce or defend our intellectual property rights, to prevent unauthorized parties from copying or reverse engineering our solutions, to determine the validity and scope of the proprietary rights of others or to block the importation of infringing products from one patent jurisdiction into another jurisdiction. Effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which our products are available, and competitors based in other countries may sell infringing products in one or more markets. An inability to adequately protect and enforce our intellectual property and other proprietary rights or an inability to prevent authorized parties from copying or reverse engineering our LiDAR solutions or certain aspects of our solutions that we consider proprietary could seriously adversely affect our business, operating results, financial condition and prospects. In addition to patented technology, we rely on our unpatented proprietary technology, processes and know-how. We rely on proprietary information (such as trade secrets, know-how and confidential information) to protect intellectual property that may not be patentable or subject to copyright, trademark, trade dress or service mark protection, or that we believe is best protected by means that do not require public disclosure. We generally seek to protect this proprietary information by entering into confidentiality agreements or consulting, services or employment agreements that contain non-disclosure and non-use provisions with our employees, consultants, contractors and third parties. However, we may fail to enter into the necessary agreements, and even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of our proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. In addition, our proprietary information may otherwise become known or be independently developed by our competitors or other third parties. To the extent that our employees, consultants, contractors, advisors and other third parties use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection for our proprietary information could adversely affect our competitive business position. We also rely on our trade secret policy, related employee training, and on physical and electronic security measures to protect our proprietary information, but we cannot provide assurance that these security measures will not be breached or provide adequate protection for our property. There is a risk that third parties may obtain and improperly utilize our proprietary information to our competitive disadvantage. We may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to enforce our intellectual property rights. 17 Third-party claims that we are infringing or misappropriating intellectual property, whether successful or not, could result in costly and time-consuming litigation or expensive licenses, and our business could be adversely affected. Although we hold patents related to our products, a number of companies, both inside and outside of the LiDAR industry, hold other patents covering aspects of LiDAR products or related components and software. In addition to these patents, participants in this industry typically also protect their technology, especially embedded software, through copyrights and trade secrets. As a result, there is frequent litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights. We may receive in the future inquiries from other intellectual property holders and may become subject to claims that we infringed or misappropriate their intellectual property rights, particularly as we expand our presence in the market. Market diversification into new applications introduces increased intellectual property enforcement risks from non-automotive competitors operating in specialized technology sectors and from non-practicing entities. Additionally, our geographical intellectual property footprint, currently optimized for automotive applications, may not provide adequate coverage in the specific territories relevant to these new applications. Consequently, the specific territories relevant to these new markets may lack registered intellectual property protection. Moving into new territories without a corresponding increase in filings may leave us vulnerable to competitors who have already secured local rights. If such a claim were to prevail, we could incur high cost and time-consuming litigation and licensing fees. Alternatively, we may incur costly development of alternative technological solutions to work-around such patent-protected solutions. In addition, parties may claim that the names and branding of our products infringe their trademark rights in certain countries or territories. If such a claim were to prevail, we may have to change the names and branding of our products in the affected territories and it could incur other costs. We currently have a number of agreements in effect pursuant to which we have agreed to defend, indemnify and hold harmless our customers, suppliers and partners from damages and costs which may arise from the infringement or misappropriation by our products of third-party patents or other intellectual property rights. The scope of these indemnity obligations varies, but may, in some instances, include indemnification for damages and expenses, including attorneys’ fees. Our insurance may not cover all intellectual property infringement claims. A claim that our products infringe a third party’s intellectual property rights, even if untrue, could adversely affect our relationships with our customers, may deter future customers from purchasing our products and could expose us to costly litigation and settlement expenses. Even if we are not a party to any litigation between a customer and a third party relating to infringement by our products, an adverse outcome in any such litigation could make it more difficult for us to defend our products against intellectual property infringement claims in any subsequent litigation in which we are a named party. Any of these results could adversely affect our brand and operating results. Our defenses of intellectual property rights claims brought against us or our customers, suppliers and channel partners, with or without merit, could be time-consuming, expensive to litigate or settle, divert management resources and attention and force us to acquire intellectual property rights and licenses, which may involve substantial royalty or other payments and may not be available on acceptable terms or at all. Further, a party making such a claim, if successful, could secure a judgment that requires us to pay substantial damages or obtain an injunction. An adverse determination could invalidate our intellectual property rights and adversely affect our ability to offer our products to our customers and may require that we procure or develop substitute products that do not infringe, which could require significant effort and expense. Any of these events could adversely affect our business, operating results, financial condition and prospects. Our use of third-party artificial intelligence (“AI”) tools presents operational, data security, and intellectual property risks We have adopted a policy governing our personnel’s use of third-party artificial intelligence and machine learning tools (“AI Tool”) that includes an approval process, restrictions on the types of information that may be shared with such tools, and validation requirements for AI-generated outputs. However, such policy may not be sufficient to eliminate all risks associated with AI Tool usage, and we cannot guarantee that all personnel, including contractors and external consultants, will comply with it in all cases. The AI landscape is evolving rapidly, and our policies and safeguards may not keep pace with emerging risks, new tool capabilities, or changes in the regulatory environment. 18 Material risks associated with AI Tool usage remain. Data uploaded to third-party AI Tools could be disclosed or used to train algorithms, compromising our trade secrets or confidential information of our customers or suppliers or resulting in unauthorized access, data leakage, or loss of intellectual property protection. AI Tool usage may also involve the inadvertent processing of personal data in a manner that is inconsistent with applicable data protection laws, which could result in regulatory scrutiny or claims. We also rely on third-party AI providers’ own security practices, data handling policies, and terms of service, which may change without notice or prove inadequate. AI-generated content may infringe intellectual property rights of others, contain errors or security vulnerabilities, or trigger open-source licensing obligations, including copyleft requirements, that could affect the proprietary nature of our software. The regulatory environment governing AI use remains uncertain, and new regulations could impose additional compliance obligations, reporting requirements, audit standards, or restrictions on the use of certain AI models or datasets. If these risks materialize, we could experience data breaches, loss of intellectual property protection, infringement claims, regulatory penalties, or operational disruptions, which could adversely affect our business, results of operations and financial condition. Legal and Regulatory Risks Related to Our Business We are subject to, and must remain in compliance with, numerous laws and governmental regulations concerning the manufacturing, use, distribution and sale of our products. Some of our customers also require that we comply with their own unique requirements relating to these matters. We manufacture and sell products that contain electronic components, and such components may contain materials that are subject to government regulation in both the locations where we manufacture and assemble our products, as well as the locations where we sell our products. For example, in the United States, laser-emitting products, including our LiDAR systems, are subject to regulation by the U.S. Food and Drug Administration (the “FDA”), under the Electronic Product Radiation Control Provisions of the Federal Food, Drug, and Cosmetic Act and its implementing regulations. Among other things, these laws and regulations require the submission of annual reports to the FDA certifying that such products comply with applicable performance standards, the maintenance of manufacturing, testing, and distribution records, and the reporting of certain product defects to the FDA and/or consumers. If our products fail to comply with applicable FDA regulations, we and/or our products could be subjected to a variety of enforcement actions or sanctions, such as product recalls, repairs or replacements, warning letters, untitled letters, safety alerts, injunctions, import alerts, administrative product detentions or seizures or civil penalties. The occurrence of any of the foregoing could harm our business, results of operations and financial condition. Since we operate on a global basis, we must continually monitor applicable laws and regulations and engage in an ongoing compliance process to ensure that we and our suppliers comply in all material respects with the applicable laws and regulations. If there is an unanticipated or onerous new legislation or regulation that significantly impacts our use or marketing of various components or requires more expensive components, such legislation or regulation could materially and adversely affect our business, results of operations and financial condition. Our products are also used for autonomous driving and ADAS applications, which are subject to complicated and rapidly evolving laws and regulatory schemes that vary from jurisdiction to jurisdiction at the state, federal and international levels, including requirements related to safety, data privacy and security, and product liability, among other areas. These are rapidly evolving areas in which new or changed requirements could impose limitations on the use of LiDAR generally or our products specifically. If we fail to adhere to these new laws and regulations or fail to continually monitor emerging developments, we may be subject to litigation, loss of customers or negative publicity and our business, and our results of operations and financial condition will be adversely affected. As we expand our business beyond automotive applications into other fields such as industrial, smart-cities, robotics, machinery, and security applications, we face additional regulatory and compliance risks as each of these sectors is subject to its own distinct set of regulations, industry standards, and certification requirements, which may increase our compliance burden and costs. Concerns over environmental pollution and climate change have produced significant legislative and regulatory efforts on a global basis, and we believe this will continue both in scope and in the number of countries participating. These changes could directly increase the cost, of or access to, energy or water, which may have an effect on the way we manufacture products or utilizes energy or water to produce our products. In addition, any new regulations or laws in the environmental area might increase the cost of raw materials or key components we use in our products. Environmental regulations require us to reduce product energy or water usage, monitor and exclude an expanding list of restricted substances and to participate in required recovery and recycling of its products. In addition, reporting expectations from customers, capital providers and regulators regarding climate-related risks and sustainability are increasing, which may require us to incur significant additional compliance costs, implement new internal controls and processes, and impose increased oversight obligations on our management and board of directors. These risks may also impact our suppliers, business partners or customers, which may indirectly impact our business, financial condition, or results of operations. 19 Our business may be adversely affected by changes in automotive safety regulations or concerns that drive further regulation of the automobile safety market. Government vehicle safety regulations in many jurisdictions are an important factor for our business. While certain regulations, such as those promulgated by the United Nations Economic Commission for Europe (UNECE), apply broadly across UN member countries, individual countries and regions maintain their own regulatory frameworks that may differ significantly, with some jurisdictions imposing more stringent standards and others imposing additional or alternative requirements. Historically, these regulations have imposed ever-more stringent safety regulations for vehicles. These safety regulations often require, or customers demand that, vehicles have more safety features per vehicle and more advanced safety products. Some of the regulations may apply directly to us, and some may apply only to our customers, for example for certifying the completed vehicle and obtaining the relevant type-approvals. Even where automotive regulations do not apply directly to us, they impact our business indirectly through our customers' contractual obligations to comply with specific customer requirements and industry standards, requiring us to adapt our products and operations to meet not only direct regulatory requirements but also the varied standards our customers must satisfy. Moreover, as advanced driver assistance systems and automated driving technologies continue to evolve, regulatory frameworks governing these technologies are changing rapidly and remain in flux as regulators gather more real-world data and safety information, creating ongoing uncertainty regarding future compliance requirements. Although we believe increasing automotive safety standards will present a market opportunity for our products, government safety regulations are subject to change based on a number of factors that are not within our control, including but not limited to, new scientific or technological data, public concerns regarding alleged safety risks of ADAS or autonomous driving, adverse publicity generated by government safety investigations, industry recalls or accidents, domestic and foreign political developments or considerations, and litigation relating to our products and our competitors’ products. Changes in government regulations, as well as changes or evolution in court doctrines in interpreting those regulations, especially in the ADAS and autonomous driving industries, could adversely affect our business. If government priorities shift and we are unable to adapt to changing regulations or to court interpretations of those regulations, our business may be materially and adversely affected. In the United States, regulation of ADAS and autonomous driving falls primarily within the purview of the National Highway Traffic Safety Administration (“NHTSA”) of the U.S. Department of Transportation, although other federal agencies are also involved to a more limited extent. Both federal and state authorities in the U.S. have been actively engaged in regulatory scrutiny of ADAS and autonomous driving solutions, and such authorities may impose more stringent compliance and reporting requirements in response to product recalls and safety issues in the automotive industry. For any of our products incorporated into vehicles, we are a vehicle equipment manufacturer subject to existing requirements under the National Traffic and Motor Vehicle Safety Act of 1966 (“Vehicle Safety Act”) and the Federal Motor Vehicle Safety Standards (FMVSS) and other regulations promulgated by the NHTSA pursuant thereto. Any applicable FMVSS, which may be amended from time to time, must be considered in a self-certification process before a vehicle may be released into the U.S. market. Additional requirements include a duty to report, subject to strict timing requirements, any defect with our products that is related to motor vehicle safety. The Vehicle Safety Act imposes potentially significant civil penalties for violations, including for failure to report such defects. We are also subject to the Transportation Recall Enhancement, Accountability and Documentation Act (“TREAD”) and NHTSA’s implementing regulations and must comply with “Early Warning” requirements by reporting a wide range of information (e.g., consumer complaints, warranty claims, etc.) that could indicate a potential safety defect. TREAD imposes criminal liability for violating such requirements if a defect is confirmed subsequently and has caused death or bodily injury. In addition, the Vehicle Safety Act authorizes NHTSA to require a manufacturer to recall and repair vehicles with any safety defect or that fail to comply with any FMVSS, and this obligation would apply in the event our products had a safety defect and prompted such a recall and repair action. Our distribution into foreign countries may be subject to similar regulations. If we cannot rapidly address any safety concerns or defects with our products, our business may be adversely affected. 20 NHTSA has taken a number of actions in recent years specific to ADAS and autonomous driving, including imposing crash reporting requirements on manufacturers and operators of vehicles equipped with automated driving systems, and updating FMVSS to address vehicles with automated driving systems and non-conventional designs. In 2016, NHTSA secured a voluntary commitment from 20 automakers representing over 99% of U.S. market share to equip future vehicles with automatic emergency braking (“AEB”) systems. AEB systems would become standard on substantially all light-duty cars and trucks with a gross vehicle weight of 8,500 pounds or less beginning no later than September 1, 2022 and on substantially all trucks with gross vehicle weight between 8,501 pounds and 10,000 pounds beginning no later than September 1, 2025. In May 2024, NHTSA finalized a rule that requires AEB systems, including pedestrian AEB systems, on all passenger cars and light trucks by September 2029. Although in January 2025, NHTSA delayed the rule’s effective date to March 2025, the September 2029 deadline remains in place. In 2020, NHTSA updated guidelines for the testing and deployment of automated driving systems, providing unified guidance across federal government sectors for the development and integration of automated vehicles, with a focus on safety, innovation and regulatory consistency. Prior to President Trump taking office in January 2025, NHTSA proposed a voluntary national framework called AV STEP that would remove existing caps on driverless vehicles but impose additional data reporting requirements. The program has not been adopted yet by the Trump Administration, but in April 2025, the Administration announced a new NHTSA AV Framework as part of the Department of Transportation’s agenda to promote domestic innovation. NHTSA’s AV Framework includes three key principles: 1) prioritize the safety of ongoing AV operations on public roads; 2) unleash innovation by removing unnecessary regulatory barriers; and 3) enable commercial deployment of AVs to enhance safety and mobility for the American public. While the announcement indicated that NHTSA will explore further avenues to accelerate the domestic development of AVs, it identified two initial actions that NHTSA will take under this Framework: (i) the issuance of the Third Amended Standing General Order 2021-01 and (ii) the expansion of the Automated Vehicle Exemption Program to include domestically produced vehicles. In September 2025, pursuant to the Framework, NHTSA announced three proposed rulemakings, which would update FMVSS 102 (“Transmission shift position sequence, starter interlock and transmission braking effect”), FMVSS 103 (“Windshield defrosting and defogging systems”), FMVSS 104 (“Windshield wiping and washing systems”), and FMVSS 108 (“Lamps, reflective devices and associated equipment”), to address standards for vehicles with automated driving systems and no manual controls. Proposed rules to amend these FMVSSs are expected to be released for public comment in April 2026. These and future regulatory developments may impose additional compliance obligations on us or our customers and could adversely affect our business. In addition to federal regulatory developments, many U.S. states have imposed their own requirements on autonomous vehicle development and testing, including operational, registration and financial assurance requirements. As of early 2026, 29 states and the District of Columbia have enacted laws to regulate autonomous vehicles, primarily through testing, safety, permitting and reporting mechanisms, while many other states have utilized executive orders to govern these areas. For example, California has regulated autonomous vehicles in various forms since 2012 and in December 2022 introduced legislation that would prohibit certain full self-driving marketing claims. While state-level restrictions may ease as the data and experience supporting the safety of autonomous functionality grows, we cannot predict when or whether that might happen, and state-level regulatory fragmentation could increase compliance costs or limit the markets in which our customers can deploy vehicles equipped with our products. Outside the United States, foreign markets in which our customers operate or intend to deploy vehicles equipped with our products are also developing their own regulatory frameworks for autonomous driving, which may differ materially from U.S. requirements. In the European Union, emerging regulatory and legislative activity around autonomous vehicles has focused significantly on data privacy and security, given the volume and types of data collected, stored and transmitted by autonomous vehicles. The EU’s emerging AV strategy includes the creation of a common European mobility data space as part of its “Smart and Sustainable Transport Strategy.” In China, the government has undertaken efforts to promote autonomous vehicle development, including the release in February 2020 of the Strategies for Innovation and Development of Autonomous Vehicles by China’s National Development and Reform Commission, which sets forth a framework for technical innovation, industrial ecology, infrastructure, regulations and standards in the AV market. Other jurisdictions, including Japan and Korea, are similarly developing autonomous vehicle regulatory frameworks. While we expect workable regulatory paths forward in these markets in the near term, these international frameworks remain in early stages of development, and divergent or restrictive regulatory requirements across jurisdictions could increase compliance burdens for us and our customers, delay the deployment of autonomous vehicles using our products, or limit our addressable market. There can be no assurance that these international regulatory developments will be favorable to our products or technology. To the extent such additional obligations apply to our products, our compliance obligations may increase, and to the extent such additional obligations require changes in the design, testing, or operation of our products, we could suffer adverse business consequences. 21 Failures, or perceived failures, to comply with privacy, data protection, and information security requirements in the variety of jurisdictions in which we operate may adversely impact our business, and such legal requirements are evolving, uncertain and may require improvements in, or changes to, our policies and operations. Our current and potential future operations and sales involve the processing of information that relates to individuals and/or constitutes “personal data,” “personal information,” “personally identifiable information,” or similar terms under applicable data privacy laws (collectively, “Personal Information”) and thus subject us, and may subject our customers and vendors, to a variety of federal, state, and foreign data privacy laws, rules, industry standards, regulations, and other requirements addressing privacy and the collection, use, storage, processing, disclosure, transfer and protection of a variety of types of Personal Information. These requirements, and their application, interpretation and amendment are constantly evolving and developing. For example, the UK and EU General Data Protection Regulations are directly applicable across the UK and European Economic Area; China has adopted a stringent data privacy and security framework; Japan has amended its regime, California has enacted the California Consumer Privacy Act (which has prompted a wave of similar laws in other states); and the IL Protection of Privacy law, 5741-1981 has been significantly amended (effective as of August 2025). Each of these regimes provide for potentially material penalties for non-compliance and may, among other things, impose data security requirements, disclosure and contracting requirements, and restrictions on data collection, uses, transfers and sharing that may impact our operations and the development of our business. While, generally, we do not have access to, neither do we collect, store, process, or share Personal Information collected by our solutions in the course of their use by our end users or customers, unless our customers choose to proactively provide such Personal Information to us, our products may evolve both to address potential customer requirements or to add new features and functionality. Therefore, the full impact of these privacy regimes on our business is rapidly evolving across jurisdictions and remains uncertain at this time. These privacy and data security regimes are evolving, uncertain and complex, and we may need to update or enhance our compliance measures as our products, markets and customer demands develop, which may require significant implementation costs. We are also subject to our customers’ privacy and data security requirements and audits. The compliance measures we adopt may prove ineffective. Any failure, or perceived failure, by us to comply with applicable requirements could result in significant proceedings, fines, damages, reputational harm, loss of proprietary data, disruption to our business and diminished ability to attract or retain customers. If any of these events were to occur, they could have an adverse effect on our financial condition, results of operations, reputation, and business. We are subject to cybersecurity risks to operational systems, security systems, infrastructure, firmware and software in our LiDAR and customer data and other information processed by us or third-party vendors or suppliers, and any material failure, weakness, interruption, cyber event, or incident, or breach of security could prevent us from effectively operating our business. We rely on computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our business (collectively, “IT Systems”). We own and manage some of these IT Systems but also rely on third parties for a range of IT Systems and related products and services. We and certain of our third-party providers store, handle, transmit and otherwise process data that includes Personal Information as well as proprietary information such as trade secrets (collectively, “Confidential Information”). We are subject to evolving laws on cybersecurity and face numerous and evolving cyber risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information, including from diverse threat actors, such as insiders (through inadvertence or with malicious intent) or malicious third parties (including nation-states or nation-state supported actors), as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, and as a result of malicious code embedded in open-source software, or misconfigurations, bugs or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) IT Systems, products or services. Threat actors are becoming increasingly sophisticated in using techniques and tools, including artificial intelligence, that circumvent any infrastructure we use to protect our network, evade detection and remove forensic evidence. As a result, we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our IT Systems, Confidential Information or business. Such cyber incidents could materially disrupt operational systems and cause disruption to our business; result in loss of Confidential Information; jeopardize the security of our facilities; impact our financial results; or affect the performance of in-product technology and the integrated software in our LiDAR solutions. In addition, we rely on third-party service providers to host or otherwise process our Confidential Information, and any failure by a third party, or any other entity in our collective supply chain, to prevent or mitigate data security breaches or improper access to, or use, acquisition, disclosure, alteration, or destruction of, such Confidential Information could have similar adverse consequences for us. 22 For instance, cyber criminals or insiders may target us or third parties with which we have business relationships in an effort to obtain Confidential Information, or in a manner that disrupts our operations or our development tools or compromises our products or IT Systems into which our products are integrated. Cyber criminals could also target accessing our IT Systems in a manner which could impact our sensor data or the development process. Remote and hybrid working arrangements at our company (and at many third-party providers) also increase cybersecurity risks due to the challenges associated with managing and controlling remote computing assets and security vulnerabilities that are present in many non-corporate and home network devices. Additionally, any integration of artificial intelligence in our or any service providers’ operations, products or services is expected to pose new or unknown cybersecurity risks and challenges. The techniques used by cyber attackers change frequently and may be difficult to detect for long periods of time. We have experienced and expect to continue to experience actual and attempted cyber-attacks of our IT networks, such as through phishing scams and ransomware. Although, to our knowledge, none of these actual or attempted cyber-attacks have had a material adverse impact on our operations or financial condition, we cannot guarantee that any such incidents will not have such an impact in the future. We are also at risk for cyber incidents resulting from interruptions, outages and breaches of: operational systems, including business, corporate, human resources, financial, accounting, product development, data processing or production processes, owned by us or our third-party vendors or suppliers; facility security systems, owned by us or our third-party vendors or suppliers; in-product technology owned by us or our third-party vendors or suppliers; the integrated software in our LiDAR solutions or development tools; or customer or driver data that we process or our third-party vendors or suppliers process on our behalf. We maintain information technology measures designed to protect our IT Systems and Confidential Information. However, such measures and frameworks, while substantial, require continuous updates and improvements, and we cannot guarantee that such measures, including our policies, controls or procedures, will be fully implemented, complied with or effective in detecting, preventing or mitigating cyber incidents. Furthermore, given the nature of complex systems, software and services like ours, and the scanning tools that we deploy across our networks and products, we regularly identify and track security vulnerabilities. We are unable to comprehensively apply patches or confirm that measures are in place to mitigate all such vulnerabilities, or that patches will be applied before vulnerabilities are exploited by a threat actor. The implementation, maintenance, segregation and ongoing improvement of our IT Systems requires significant management time, support and cost. Moreover, there are inherent risks associated with developing, improving, expanding and updating current IT Systems, including the disruption of our data management, procurement, production execution, finance, supply chain and sales and service processes. These risks may affect our ability to manage our data and inventory, procure parts or supplies or produce, sell, deliver and service our solutions, adequately protect our Confidential Information or achieve and maintain compliance with, or realize available benefits under, applicable laws, regulations and contracts. If we do not successfully implement, maintain or expand these IT Systems as planned, our operations may be disrupted, our ability to accurately and timely report our financial results could be impaired, and deficiencies may arise in our internal control over financial reporting, which may impact our ability to certify our financial results. Further, our Confidential Information could be compromised or misappropriated, and our reputation may be adversely affected. If these IT Systems do not operate as we expect them to, we may be required to expend significant resources to make corrections or find alternative sources for performing these functions. Any adverse impact to the availability, integrity or confidentiality of our IT Systems or Confidential Information could impact production capability and our ongoing operations, harm our reputation, cause us to breach our contracts with other parties or subject us to regulatory investigations, enforcement actions, fines and penalties, litigation (including class actions), negative reputational impacts that may cause us to lose existing or future customers, and/or significant incident response, system restoration or remediation and future compliance costs. Any or all of the foregoing could materially affect our business, prospects, financial condition and operating results. Any problems with our third-party cloud hosting providers, whether due to cyber security failures or other causes, could result in lengthy interruptions in our business. Finally, we cannot guarantee that any costs and liabilities incurred in relation to a cybersecurity attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all. We are subject to the U.S. Foreign Corrupt Practices Act and other U.S. and foreign anti-corruption anti-money laundering, export control, sanctions, and other trade laws and regulations, and any determination that we violated these laws could have a material adverse effect on our business. We are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations, and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control. We are also subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the United Kingdom Bribery Act 2010, the Proceeds of Crime Act 2002, and possibly other anti-bribery and anti-money laundering laws in countries outside of the United States in which we conduct our activities. Anti-corruption laws are interpreted broadly and prohibit companies and their employees and third-party intermediaries from authorizing, promising, offering, providing, soliciting, or accepting, directly or indirectly, improper payments or benefits to or from any person whether in the public or private sector. Our activities may create the risk of unauthorized payments or offers of payments by employees, consultants, sales agents or distributors, even though they may not always be subject to our control. It is our policy to prohibit these practices by our employees, consultants, sales agents and distributors. However, we cannot guarantee our policies and controls will prevent all violations by our employees, consultants, sales agents, or distributors who may engage in conduct for which we might be held responsible, even if we do not explicitly authorize such activities. 23 Noncompliance with anti-corruption, anti-money laundering, export control, sanctions, and other trade laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse media coverage and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations and financial condition could be materially harmed. Responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense and compliance costs and other professional fees. As a general matter, enforcement actions and sanctions could harm our business, results of operations, and financial condition. Regulations related to conflict minerals may cause us to incur additional expenses and could limit the supply and increase the costs of certain metals used in the manufacturing of our products. We are subject to the requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, that requires us to determine, disclose and report whether our products contain tin, tantalum, tungsten and gold, referred to as conflict minerals. The implementation of these requirements could adversely affect the sourcing, availability and pricing of the materials used in the manufacture of components used in our products. In addition, we will incur additional costs to comply with the disclosure requirements, including costs related to conducting diligence procedures to determine the sources of conflict minerals that may be used in or necessary to the production of our products and, if applicable, potential changes to products, processes or sources of supply as a consequence of such verification activities. It is also possible that our reputation may be adversely affected if we determine that certain of our products contain minerals not determined to be conflict-free as defined in the Dodd-Frank Act or if we are unable to alter our products, processes or sources of supply to avoid use of such materials. Increasing attention to, and evolving expectations regarding, environmental, social and sustainability matters may impact our business and reputation. Evolving and increased expectations regarding environmental, social and sustainability initiatives and disclosures may result in increased costs, enhanced compliance or disclosure obligations, or other impacts to our business, financial condition, or results of operations. Moreover, our environmental, social and sustainability initiatives may be costly and may not have the desired effect, or we may ultimately be unable to complete certain initiatives or targets, either on the timelines initially announced or at all, due to technological, legal, cost, or other constraints, which may be within or outside of our control. Moreover, actions or statements that we may take based on expectations, assumptions, or third-party information that we currently believe to be reasonable may subsequently be determined to be erroneous or be subject to misinterpretation. If we fail to, or are perceived to fail to, comply with or advance certain environmental, social or sustainability initiatives, we may be subject to various adverse impacts, including reputational damage, activism and potential stakeholder engagement and/or litigation. Additionally, many of our customers, business partners, and suppliers may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us. 24 As a result of being a public company, we are obliged to develop and maintain proper and effective internal controls over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our ordinary shares. Our business is subject to the reporting requirements of the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the rules and regulations of Nasdaq. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on our personnel, systems and resources. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the U.S. Securities and Exchange Commission (the “SEC”) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our internal controls may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could adversely affect our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal controls also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that it is required to include in our periodic reports we will file with the SEC under Section 404 of the Sarbanes-Oxley Act. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended and anticipate that we will continue to expend significant resources, including accounting-related costs, and provide significant management oversight. Any failure to maintain the adequacy of our internal controls, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and could materially and adversely affect our ability to operate our business. In the event that our internal controls are perceived as inadequate or that we are unable to produce timely or accurate financial statements, investors may lose confidence in our operating results and the price of our ordinary shares and warrants could decline. In addition, if we are unable to continue to meet these requirements, we may not be able to maintain our listing on Nasdaq. Our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting until after we are no longer an emerging growth company, which we expect to occur during 2026. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results. Risks Related to Ownership of Our Ordinary Shares and Warrants Our amended and restated articles of association (the “Articles”) and Israeli law could prevent a takeover that shareholders consider favorable and could also reduce the market price of our ordinary shares and warrants. Certain provisions of Israeli law and our Articles could have the effect of delaying or preventing a change in control and may make it more difficult for a third party to acquire us or for our shareholders to elect different individuals to our board of directors, even if doing so would be beneficial to our shareholders and warrantholders, and may limit the price that investors may be willing to pay in the future for our ordinary shares and warrants. For example, the Israeli Companies Law, 5759-1999 (the “Companies Law”) regulates mergers, requires that a tender offer be effected when certain thresholds of percentage ownership of voting power in a company are exceeded (subject to certain conditions) and establishes a high ownership threshold to squeeze out minority shareholders in a full tender offer. Further, Israeli tax considerations may make potential transactions undesirable to us or to some of our shareholders whose country of residence does not have a tax treaty with Israel granting tax relief to such shareholders from Israeli tax. See Item 10.E. “Taxation – Taxation and Government Programs – Israeli Tax Considerations and Government Programs”. 25 Our private placement warrants are accounted for as liabilities, and the changes in value of our private placement warrants could impact our financial results. On April 12, 2021, the Staff of the SEC issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies titled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). The SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination. The terms described in the SEC Statement are common in SPACs and are similar to the terms contained in the Warrant Agreement dated as of April 30, 2020, between Continental Stock Transfer & Trust Company and Collective Growth Corporation (the “Warrant Agreement”) governing our warrants. Following the SEC Statement, we examined the accounting treatment of our public warrants and private placement warrants, and determined to classify the private placement warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings, while the public warrants are classified as equity. As a result, included on our balance sheet as of December 31, 2025 contained elsewhere in this Annual Report are private placement warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the re-measurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly based on factors which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our private placement warrants each reporting period and that the amount of such gains or losses could be material. A market for our securities may not be sustained, which would adversely affect the liquidity and price of our securities. An active trading market for our securities may not be sustained. In addition, the price of our securities can vary due to general economic conditions and forecasts, interest rates, our general conditions and the release of our financial reports. Additionally, if our securities become delisted from Nasdaq and are quoted on the OTC Bulletin Board (an inter-dealer automated quotation system for equity securities that is not a national securities exchange), the liquidity and price of our securities may be more limited than if we were quoted or listed on the NYSE, Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained. 26 We do not intend to pay dividends in the foreseeable future. We have never declared or paid any cash dividends on our ordinary shares, and we currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our ordinary shares in the foreseeable future. Any future determination to pay dividends on our ordinary shares will be at the discretion of our board of directors, subject to applicable law, and would depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors may deem relevant. Consequently, you may be unable to realize a gain on your investment except by selling our ordinary shares after price appreciation, which may never occur. Our board of directors has sole discretion whether to pay dividends. If our board of directors decides to pay dividends, the form, frequency, and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our directors may deem relevant. The Companies Law imposes restrictions on our ability to declare and pay dividends. See the section titled “Description of our Ordinary Shares—Dividend and Liquidation Rights” in Exhibit 2.1 of this Annual Report for additional information. Payment of dividends may also be subject to Israeli withholding taxes. See Item 10.E. “Taxation – Taxation and Government Programs – Israeli Tax Considerations and Government Programs” for additional information. Our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our ordinary shares. Our ordinary shares are currently listed for trading on Nasdaq. We must satisfy Nasdaq’s continued listing requirements, including, among other things, a minimum bid price requirement of $1.00 per ordinary share or risk delisting. On March 28, 2025, we received a letter from the Listing Qualifications Department indicating that for the thirty consecutive business days prior, the bid price for the ordinary shares had closed below the minimum $1.00 per ordinary share requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided an initial period of 180 calendar days, or until September 22, 2025, to regain compliance. The letter stated that the Listing Qualifications Department staff will provide written notification that we have achieved compliance with Rule 5550(a)(2) if at any time before September 22, 2025, the bid price of the ordinary shares closed at $1.00 per ordinary share or more for a minimum of ten consecutive business days. On July 3, 2025, we announced that we received formal written confirmation from Nasdaq confirming that the Company regained compliance with Nasdaq’s minimum bid price requirement. The closing bid price of the ordinary shares was at $1.00 per share or greater for 10 consecutive business days from June 17, 2025, to July 1, 2025. Accordingly, Nasdaq Listing Qualifications Staff notified the Company that it determined that the Company regained compliance with Nasdaq Listing Rule 5550(a)(2), and that the matter was closed. No assurance can be given that the price of the ordinary shares will not again be in violation of Nasdaq’s minimum bid price requirement in the future. Our failure to meet this or other requirements may result in our securities being delisted from Nasdaq. A delisting could substantially decrease trading in the ordinary shares, adversely affect the market liquidity of the ordinary shares as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal pre-emption of state securities laws, adversely affect our ability to obtain financing on acceptable terms, if at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities. Additionally, the market price of the ordinary shares may decline further, and shareholders may lose some or all of their investment. Our ordinary shares and warrants may not continue to be listed on a national securities exchange, which could limit investors’ ability to make transactions in such securities and subject us to additional trading restrictions. We may be unable to maintain the listing of our ordinary shares and warrants on Nasdaq in the future. If we fail to meet the listing requirements and Nasdaq does not list our ordinary shares and warrants, we could face significant material adverse consequences, including: • a limited availability of market quotations for our ordinary shares and warrants; • a reduced level of trading activity in the secondary trading market for our ordinary shares and warrants; • a limited amount of news and analyst coverage for us; • a decreased ability to issue additional securities or obtain additional financing in the future; and • our securities would not be “covered securities” under the National Securities Markets Improvement Act of 1996, which is a federal statute that prevents or pre-empts the states from regulating the sale of certain securities, including securities listed on Nasdaq, in which case our securities would be subject to regulation in each state where we offer and sell securities. 27 The market price and trading volume of our ordinary shares and warrants may be volatile and could decline significantly. Nasdaq, the stock market on which our ordinary shares and warrants are listed under the symbols “INVZ,” and “INVZW,” respectively, have from time to time experienced significant price and volume fluctuations. Even if an active, liquid and orderly trading market is sustained for our ordinary shares and warrants, the market price of our ordinary shares and warrants may be volatile and could decline significantly. In addition, the trading volume in our ordinary shares and warrants may fluctuate and cause significant price variations to occur. We cannot assure you that the market price of our ordinary shares and warrants will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following: • the realization of any of the risk factors presented in this Annual Report; • actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, results of operations, level of indebtedness, liquidity or financial condition; • announcement of any material business development; • announcements by competitors or perceived competitors regarding their products, technology development, customer wins, partnerships or market position, as well as announcements by our partners or perceived partners regarding their strategic direction, technology initiatives or business relationships, which may affect investor perception of our competitive position and market opportunity; • availability of capital to fund our contracts and our growth; • additions and departures of key personnel; • failure to comply with the requirements of Nasdaq (including the continued listing requirements); • failure to comply with the Sarbanes-Oxley Act or other laws or regulations; • future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our securities including due to the expiration of contractual lock-up agreements or exercise of warrants; • publication of research reports about us; • the performance and market valuations of other similar companies; • failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates by any securities analysts who follow us or our failure to meet these estimates or the expectations of investors; • new laws, regulations, subsidies, or credits or new interpretations of existing laws applicable to us; • commencement of, or involvement in, litigation involving us or any parties indemnified by us; • broad disruptions in the financial markets, including sudden disruptions in the credit markets; • speculation in the press or investment community; • actual, potential or perceived control, accounting or reporting problems; • changes in accounting principles, policies and guidelines; and • other events or factors, including those resulting from infectious diseases, health epidemics and pandemics, natural disasters, war, acts of terrorism (such as the war and hostilities between Israel and Hamas, Hezbollah, the Houthi movement and Iran) or responses to these events. In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the market price of their shares. This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have a material adverse effect on us. 28 We expect our results of operations to fluctuate on a quarterly and annual basis, which could cause the price of our ordinary shares and warrants to fluctuate or decline. Our quarterly and annual results of operations have fluctuated in the past and may vary significantly in the future. As such, historical comparisons of our operating results may not be meaningful. In the past, our sales were primarily to customers making purchases for research and development projects. Following our strategic transition to become a Tier-1 automotive supplier, non-recurring engineering or application engineering services (“NRE”) became another incremental source of revenue during the pre-production phase of the programs. Additionally, in connection with our BMW L3 Program, we sold components to Magna at lower average production sales prices. Therefore, our revenues from sales and NRE in any given quarter can fluctuate based on the timing and success of our customers’ programs and the stage of the program. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control, and may not fully reflect the underlying performance of our business. These fluctuations could adversely affect our ability to meet our expectations or those of securities analysts or investors. If we do not meet these expectations for any period, the value of our business and our securities could decline significantly. Factors that may cause these quarterly or annual fluctuations include, without limitation, those listed below: • the timing and magnitude of orders and shipments of our products in any quarter; • the timing and magnitude of any NREs; • pricing changes we may adopt to drive market adoption or in response to competitive pressure; • our ability to attract and retain talent to develop, support, and promote our business across different functions and geographies; • our ability to retain our existing customers and attract new customers; • our ability to develop, introduce, manufacture and ship in a timely manner products that meet customer requirements; • disruptions in our sales channels or termination of our relationship with important channel partners; • delays in customers’ purchasing cycles or deferments of customers’ purchases in anticipation of new products or updates from us or our competitors; • fluctuations in demand pressures for our products; • the timing and rate of broader market adoption of autonomous systems utilizing our solutions across the automotive and other market sectors; • market acceptance of LiDAR and further technological advancements by our competitors and other market participants; • the ability of our customers to commercialize systems that incorporate our products; • any change in the competitive dynamics of our markets, including consolidation of competitors, regulatory developments and new market entrants; • our ability to effectively manage our inventory; • changes in the source, cost, availability of and regulations pertaining to materials we use; • adverse litigation, judgments, settlements or other litigation-related costs, or claims that may give rise to such costs; and • general economic, industry and market conditions, including trade disputes. 29 We may be subject to securities litigation, class action and derivative lawsuits, which could result in substantial costs and could divert management attention away from other business concerns. The market price of our securities may be volatile and, in the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We have been in the past and may be in the future the target of this type of litigation. Additionally, securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources from other business concerns, which could seriously harm our business. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. For example, on March 28, 2024, Sheadrick Richards, a purported stockholder of Collective Growth Corporation, a Delaware corporation (“Collective Growth”), filed a lawsuit against Collective Growth’s directors and affiliates in the Court of Chancery for the State of Delaware (the “Lawsuit”). The lawsuit alleged that Collective Growth’s disclosures in connection with its Business Combination (defined herein) with Innoviz (completed in April 2021) were materially incomplete and misleading, and that the directors breached their fiduciary duties. See Note 9 of our consolidated financial statements included elsewhere in this Annual Report for additional information regarding the Lawsuit. We have entered into indemnification agreements with each of our current and former directors, certain of our current and former officers and certain third parties, and, in connection with the Business Combination, agreed to indemnify certain former directors and officers of Collective Growth. Although we maintain insurance and run-off coverages in amounts and with deductibles that we believe are appropriate for our operations, and our insurance and run-off coverages may not cover all claims that have been or may be brought against us, and insurance coverage may not continue to be available to us at a reasonable cost. As a result, we may be exposed to substantial uninsured liabilities, including pursuant to our indemnification obligations, which could result in substantial costs and could divert management attention away from other business concerns. If securities or industry analysts cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our ordinary shares and warrants adversely, or if we fail to meet, or significantly exceed, the financial guidance we publicly announce on a periodic basis, then the price and trading volume of our ordinary shares and warrants could decline. The trading market for our ordinary shares and warrants is influenced by the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts, or the content and opinions included in their reports. As a relatively new public company, analysts who publish information about our ordinary shares and warrants will have had relatively little experience with us, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates. If any of the analysts who cover us issues an inaccurate or unfavorable opinion regarding us, the price of our ordinary shares and warrants could decline. In addition, the share prices of many companies in the technology industry have declined significantly after those companies have failed to meet, or significantly exceed, the financial guidance publicly announced by the companies or the expectations of analysts. If our financial results fail to meet, or significantly exceed, our announced guidance or the expectations of analysts or public investors, analysts could downgrade our ordinary shares and warrants or publish unfavorable research about us and our securities. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, our visibility in the financial markets could decrease, which in turn could cause the price of our ordinary shares and warrants or trading volume to decline. We qualify as an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. We are eligible to be treated as an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised financial accounting standards until such time as those standards apply to private companies. We intend to take advantage of this extended transition period under the JOBS Act for adopting new or revised financial accounting standards. For as long as we continue to be an emerging growth company, we may also take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies and not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. As a result, our shareholders may not have access to certain information that they may deem important. We could be an emerging growth company for up to five years from the consummation of the Business Combination, although circumstances could cause us to lose that status earlier, including if our total annual gross revenue exceeds $1.235 billion, if we issue more than $1.0 billion in non-convertible debt securities during any three-year period, or if before that time we are a “large accelerated filer” under U.S. securities laws. We cannot predict if investors will find our ordinary shares and warrants less attractive because we may rely on these exemptions. If some investors find our ordinary shares and warrants less attractive as a result, there may be a less active trading market for our ordinary shares and warrants and the price for our ordinary shares and warrants may be more volatile. Further, there is no guarantee that the exemptions available to us under the JOBS Act will result in significant savings. To the extent that we choose not to use exemptions from various reporting requirements under the JOBS Act, we will incur additional compliance costs, which may impact our financial condition. We are a foreign private issuer and, as a result, we are not subject to U.S. proxy rules and are subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company. We report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, and (2) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, although we are subject to Israeli laws and regulations with regard to notice of shareholder meetings and intend to furnish comparable quarterly financial information and proxy statements on Form 6-K. In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, which is intended to prevent issuers from making selective disclosures of material information. As a result of all of the above, our shareholders may not have the same protections afforded to shareholders of a company that is not a foreign private issuer. 30 We may lose our “foreign private issuer” status in the future, which could result in significant additional costs and expenses. We are a foreign private issuer, and therefore we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2026. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents, (2) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (3) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status; however, following a recent amendment to Section 16(a) of the Exchange Act, our directors and certain officers (as such term is defined under Rule 16a-1(f) of the Exchange Act) will no longer be exempt from the reporting requirements under Section 16(a), effective March 18, 2026. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We would also have to mandatorily comply with U.S. federal proxy requirements. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we would incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer. As we are a “foreign private issuer” and follow certain home country corporate governance practices, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements. As a foreign private issuer, we have the option to follow certain home country corporate governance practices rather than those of Nasdaq, provided that we disclose the requirements we are not following and describe the home country practice we are following. We rely on this “foreign private issuer exemption”, among others, with respect to the Nasdaq rules for shareholder meeting quorums, the establishment or amendment of equity-based compensation plans and arrangements, and Nasdaq rules requiring shareholder approval for certain corporate actions. We may in the future elect to follow home country practices with regard to other matters. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements. Risks Related to Our Incorporation and Location in Israel Political, economic, security and other conditions in Israel could materially and adversely affect our business. Most of our employees, including our executives, operate from our offices in Rosh HaAin, Israel, and most of our officers and directors are residents of Israel. Accordingly, our business and operations are directly affected by political, geopolitical, economic, security, and military conditions in Israel and the surrounding region. Since October 7, 2023, Israel has been engaged in military conflicts in multiple fronts. Following attacks by Hamas on Israeli communities and civilian and military targets in Southern Israel, Israel declared war against Hamas and launched a prolonged military campaign in the Gaza Strip. A ceasefire agreement between Israel and Hamas took effect on October 9, 2025, as part of a U.S.-proposed peace framework. In January 2026, the parties commenced an additional phase of that framework, which contemplates disarmament steps, further Israeli military withdrawals and the deployment of international stabilization forces. The implementation, timing and outcome of these arrangements remain uncertain. Israel has also been involved in military conflict with Hezbollah in Lebanon, including ground operations and extensive strikes on Hezbollah targets, leading to ceasefire agreement in November 2024. Nonetheless, Israeli military activity in Lebanon has continued from time to time at varying levels of intensity, including during recent weeks. In addition, instability in Syria following changes in its political leadership has resulted in limited Israeli military operations targeting military assets and infrastructure, and continued volatility in Syria may further destabilize the region. 31 In June 2025, Israel launched a military operation against Iranian military and nuclear facilities. Iran retaliated with missile and drone attacks on targets in Israel. The United States also conducted strikes against Iranian nuclear facilities before a ceasefire took effect. On February 28, 2026, Israel and the United States launched a joint operation against targets in Iran. In response, Iran launched ballistic missiles and drones against targets in Israel and in other countries in the region, including the United Arab Emirates, Bahrain and Kuwait, as well as at U.S. military assets in the Middle East. As of the date hereof, certain military activities relating to this operation are ongoing, and their outcome and potential implications remain uncertain. The Houthi movement in Yemen has also carried out attacks against Israel and maritime vessels in the Red Sea, resulting in disruptions to regional shipping routes and supply chains. Such attacks have occurred intermittently and may resume or intensify depending on future developments, including regional hostilities, which could further increase instability in the region. Although ceasefire agreements have been reached on several fronts, there can be no assurance that these agreements will be sustained. The security situation remains volatile, with potential for renewed escalation, including into a broader regional conflict, and the probability, intensity and duration of any future hostilities are difficult to predict. These developments have had, and may continue to have, certain macroeconomic consequences, including credit rating actions relating to Israel by Moody’s, S&P and Fitch. Regional hostilities, including the temporary closures of the Strait of Hormuz during the June 2025 and February 2026 conflicts and disruptions in Red Sea shipping routes, have affected international trade routes to and from Israel. Although our business has not been materially affected by such disruptions to date, a prolonged or broader escalation could result in delays in supplier deliveries, extended lead times and increased costs for freight, insurance and materials. Furthermore, during the June 2025 and February 2026 conflicts with Iran, Israeli airspace was closed and commercial flights to and from Israel were suspended for extended periods. More broadly, regional security conditions have led to repeated disruptions in international air travel to and from Israel, including flight cancellations and suspensions of service by international carriers. While not material to date, these disruptions have caused certain delays in product deliveries, business travel and customer engagement, and any recurrence causing prolonged or expanded suspension of air travel could further disrupt our operations and adversely affect our ability to conduct business internationally. In addition, during the June 2025 and February 2026 conflicts, Iranian missiles have struck civilian areas within Israel. While our facilities have not sustained any damage to date, future hostilities could directly affect our facilities, employees and infrastructure. Many Israeli citizens are obligated by law to perform military reserve duty. During the recent conflicts, the Israeli military has called up hundreds of thousands of reservists, many of them for prolonged periods, and a number of our executive and non-executive employees and their family members have been called as well. While these call-ups have not resulted in material disruption to our operations to date, extended reserve duty obligations are expected to continue in the coming years, and significant increase in the scope or duration of such service could disrupt our operations and adversely affect our business. Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. The State of Israel and Israeli companies have been subjected to economic boycotts, and several countries restrict business with the State of Israel and with Israeli companies. International actions and legal proceedings have, from time to time, been accompanied by calls for sanctions or other restrictive measures involving Israel or Israeli companies. There is a growing movement among countries, activists and organizations to boycott Israeli goods, services and academic research or to restrict business with Israel. If these efforts become more widespread, they could negatively impact our business operations, customer relationships and ability to expand into new markets and/or engage with potential customers. Finally, since 2023, the Israeli government has pursued, and has recently renewed its efforts to effect, certain reforms to Israel’s judicial system. Certain financial, legal and commercial organizations have voiced concerns that such changes, if adopted, could adversely affect the macroeconomic condition in which we operate and may lead to political instability. At this stage, the proposed legislation has not become effective, and its final scope has not been fully determined. We cannot assess the potential impacts of these changes on our business, prospects, financial condition, and results of operations. 32 We may become subject to claims for remuneration or royalties for assigned service invention rights by our employees, which could result in litigation and adversely affect our business. A significant portion of our intellectual property has been developed by our employees in the course of their employment by us. Under the Israeli Patent Law, 5727-1967 (the “Patent Law”), inventions conceived by an employee in the course and as a result of his or her employment with a company are regarded as “service inventions,” which belong to the employer, absent a specific agreement between the employee and employer giving the employee service invention rights. The Patent Law also provides that if there is no such agreement between an employer and an employee, the Israeli Compensation and Royalties Committee (the “Royalties Committee”), a body constituted under the Patent Law, shall determine whether the employee is entitled to remuneration for his or her inventions. Case law clarifies that the right to receive consideration for “service inventions” can be waived by the employee and that in certain circumstances, such waiver does not necessarily have to be explicit. The Royalties Committee will examine, on a case-by-case basis, the general contractual framework between the parties, using interpretation rules of the general Israeli contract laws. Further, the Royalties Committee has not yet determined one specific formula for calculating this remuneration, but rather uses the criteria specified in the Patent Law. Although we generally enter into assignment-of-invention agreements with our employees pursuant to which such individuals assign to us all rights to any inventions created in the scope of their employment or engagement with us, we may face claims demanding remuneration in consideration for assigned inventions. As a consequence of such claims, we could be required to pay additional remuneration or royalties to our current and/or former employees, or be forced to litigate such claims, which could negatively affect our business. The tax benefits that are available to us require that we continue to meet various conditions and may be terminated or reduced in the future, which could increase our costs and taxes. We may be eligible for certain tax benefits provided to “Preferred Technology Enterprises” under the Israeli Law for the Encouragement of Capital Investments, 1959 (the “Investment Law”). In order to remain eligible for the tax benefits for “Preferred Technology Enterprises” we must continue to meet certain conditions stipulated in the Investment Law and applicable regulations, as amended. If these tax benefits are reduced, cancelled or discontinued, our Israeli taxable income from the approved enterprise would be subject to regular Israeli corporate tax rates. The standard corporate tax rate for Israeli companies since 2018 is 23%. Additionally, if we increase our activities outside of Israel through acquisitions, for example, our expanded activities might not be eligible for inclusion in future Israeli tax benefit programs. See Item 10.E. “Taxation – Taxation and Government Programs – Israeli Tax Considerations and Government Programs”. It may be difficult to enforce a U.S. judgment against us, our officers and directors and the Israeli experts named in this Annual Report in Israel or the United States, or to assert U.S. securities laws claims in Israel or serve process on our officers and directors and these experts. Most of our directors or officers are not residents of the United States and most of their and our assets are located outside the United States. Service of process upon us or our non-U.S. resident directors and officers and enforcement of judgments obtained in the United States against us or our non-U.S. directors and executive officers may be difficult to obtain within the United States. It may be difficult to assert claims under U.S. securities laws in original actions instituted in Israel or obtain a judgment based on the civil liability provisions of U.S. federal securities laws. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws against us or our non-U.S. officers and directors because Israel may not be the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing the matters described above. Israeli courts might not enforce judgments rendered outside Israel, which may make it difficult to collect on judgments rendered against us or our non-U.S. officers and directors. In addition, there is no bilateral treaty between Israel and the United States for the enforcement of civil judgments. Moreover, among other reasons, including but not limited to, fraud or absence of due process, or the existence of a judgment which is at variance with another judgment that was given in the same matter or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel, an Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases) or if our enforcement is likely to prejudice the sovereignty or security of the State of Israel. The rights and responsibilities of our shareholders are governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S. corporations. We are incorporated under Israeli law. The rights and responsibilities of holders of our ordinary shares are governed by our Articles and the Companies Law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S. corporations. In particular, pursuant to the Companies Law each shareholder of an Israeli company has to act in good faith in exercising his or her rights and fulfilling his or her obligations toward the company and other shareholders and to refrain from abusing his or her power in the company, including, among other things, in voting at the general meeting of shareholders and class meetings, on amendments to a company’s articles of association, increases in a company’s authorized share capital, mergers, and transactions requiring shareholders’ approval under the Companies Law. In addition, a controlling shareholder of an Israeli company or a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote or who has the power to appoint or prevent the appointment of a director or officer in the company or has other powers toward the company has a duty of fairness toward the company. However, Israeli law does not define the substance of this duty of fairness. There is limited case law available to assist in understanding the implications of these provisions that govern shareholder behavior. 33 U.S. holders of our ordinary shares and/or warrants may suffer adverse tax consequences if we are treated as a passive foreign investment company. A non-U.S. corporation generally will be treated as a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes, in any taxable year if either (1) at least 75% of its gross income for such year is passive income (such as interest income) or (2) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. We believe we were not a PFIC for our taxable year ending December 31, 2025. However, as discussed below, whether we were a PFIC for any given taxable year is based on a complex and factual determination and there is no assurance that the Internal Revenue Service (“IRS”) will agree with our determination. Based on the current and anticipated composition of the income, assets and operations of our company and our subsidiaries, we cannot be sure as to whether we will be a PFIC for U.S. federal income tax purposes for our taxable year ending December 31, 2026 or in future taxable years. Moreover, because PFIC status is based on our income, assets and activities for the entire taxable year, it is not possible to determine whether we will be characterized as a PFIC for our current taxable year or future taxable years until after the close of the applicable taxable year. This is an annual factual determination that depends on, among other things, the composition of our income (including the relative size of our gross operating loss and our passive income) and assets, and the market value of our shares and assets (including unbooked goodwill), including the composition of income and assets of our subsidiaries, from time to time, and thus a determination can only be made annually after the close of each taxable year. Moreover, the value of our assets (including unbooked goodwill) for purposes of the PFIC determination may be determined by reference to the trading value of our ordinary shares, which could fluctuate significantly. If we are a PFIC for any taxable year, a U.S. Holder (as defined below under “Taxation – United States Federal Income Taxation”) of our ordinary shares or warrants may be subject to adverse tax consequences and may incur certain information reporting obligations, even if we cease to be a PFIC in the subsequent years. Under the generally applicable PFIC rules, a U.S. Holder generally would be subject to U.S. federal income tax at the then prevailing maximum rates on ordinary income and possibly an “interest” charge, in respect of “excess distributions” and upon any gain from the disposition of our ordinary shares or warrants, as applicable, as if the excess distribution or gain had been recognized rateably over such U.S. Holder’s holding period of our ordinary shares or warrants, as applicable. Certain elections (including a qualified electing fund or a mark-to-market election) may be available to U.S. Holders of our ordinary shares to mitigate some of the adverse tax consequences resulting from PFIC treatment, however, are not available with respect to the warrants. As previously disclosed in our Annual Report filed on Form 20-F on March 12, 2024 and our Annual Report filed on March 12, 2025, we believe we were a PFIC for our taxable years ending December 31, 2023 and December 31, 2024, respectively. U.S. Holders that held our ordinary shares and/or warrants during any taxable year in which we were a PFIC may be subject to adverse consequences under the PFIC rules as discussed further under “Taxation—United States Federal Income Taxation—Passive Foreign Investment Company Considerations.” For a further discussion, see “Taxation—United States Federal Income Taxation—Passive Foreign Investment Company Considerations.” U.S. Holders of our ordinary shares and/or warrants are strongly encouraged to consult their own tax advisors regarding the potential application of these rules to us and the ownership of our ordinary shares and/or our warrants. If a United States person is treated as owning at least 10% of our shares, such person may be subject to adverse U.S. federal income tax consequences. A United States person that owns (directly, indirectly or constructively) at least 10% of the total combined voting power or value of all classes of stock of a non-U.S. corporation that is a controlled foreign corporation for U.S. federal income tax purposes (a “United States shareholder”) may be required to report annually and include in its U.S. taxable income its pro rata share of the controlled foreign corporation’s “Subpart F income,” “global intangible low-taxed income” (renamed “net CFC tested income” for taxable years beginning after December 31, 2025, pursuant to the One Big Beautiful Bill Act of 2025 (the “OBBBA”)), and investments in U.S. property by the controlled foreign corporation regardless of whether such controlled foreign corporation makes any distributions. A foreign corporation for U.S. federal income tax purposes generally is considered a controlled foreign corporation if United States shareholders own (directly, indirectly or constructively), in the aggregate, more than 50% of the total combined voting power of all classes of voting stock of that foreign corporation or more than 50% of the total value of all stock of that foreign corporation. Regardless of whether we are treated as a controlled foreign corporation, for taxable years beginning before January 1, 2026, certain of our non-U.S. subsidiaries will be treated as controlled foreign corporations because our U.S. subsidiaries are treated as constructively owning the stock of our non-U.S. subsidiaries (so-called “downward attribution”), and a U.S. Holder owning (directly, indirectly or constructively) at least 10% of the value or voting power of our shares may be treated as a United States shareholder with respect to such non-U.S. subsidiaries that are treated as controlled foreign corporations. However, for taxable years beginning after December 31, 2025, as a result of the restoration of Section 958(b)(4) of the Internal Revenue Code by the OBBBA, thereby adding a limitation on certain downward attribution, our non-U.S. subsidiaries generally will not be treated as controlled foreign corporations and no U.S. Holder will be treated as a United States shareholder with respect to such non-U.S. subsidiaries solely by reason of the inclusion of one or more U.S. subsidiaries within our group. U.S. Holders of our ordinary shares and/or warrants are strongly encouraged to consult their own tax advisors regarding the potential application of these rules to us and the ownership of our ordinary shares and/or warrants. 34