A. History and Development of the Company We were incorporated in Israel on January 18, 2016 under the Companies Law, and our principal executive office is located at 5 Uri Ariav St., Building C, Rosh HaAin 4809202, Israel. Our legal and commercial name is Innoviz Technologies Ltd. We are registered with the Israeli Registrar of Companies. Our registration number is 51-538242-2. Our website address is https://innoviz.tech, and our telephone number is +972-74-700-3692. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report and is not incorporated by reference herein. We have included our website address in this Annual Report solely for informational purposes. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, such as Innoviz, that file electronically, with the SEC at www.sec.gov. Our agent for service of process in the United States is Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, NY 10168. On December 10, 2020, we entered into that certain Business Combination Agreement (the “Business Combination Agreement”) by and among Collective Growth, Perception Capital Partners, LLC, a Delaware limited liability company (“Perception”), Antara Capital LP, a Delaware limited partnership and investment manager acting on behalf of certain funds it manages and/or designees (“Antara Capital”), and Hatzata Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Innoviz (“Merger Sub”). Pursuant to the Business Combination Agreement, on April 5, 2021, Merger Sub merged with and into Collective Growth, with Collective Growth surviving the merger as a wholly owned subsidiary of us (the “Business Combination”). For a description of our principal capital expenditures and divestitures for the three years ended December 31, 2025, 2024 and 2023, see Item 5. “Operating and Financial Review and Prospects.” B. Business Overview Company Overview We are a leading Tier-1 direct supplier of high-performance, automotive-grade LiDAR sensor platforms and complementary software stacks. Our solutions are designed to bring enhanced vision and superior performance to enable Physical AI through safe autonomous driving and other perception-focused applications at a mass scale. We provide complete LiDAR based solutions for OEMs and Tier-1 partners developing autonomous driving vehicles for the passenger car, robotaxi, shuttle, delivery vehicle and truck markets. We also leverage our proven automotive-grade LiDAR technology to offer solutions for non-automotive markets, including smart infrastructure, perimeter security, traffic management and robotics through our InnovizSMART product line, which is designed for, among other applications, Physical AI smart applications. We were founded in 2016, and our culture has been built on solving sophisticated technological problems through creativity and agile thinking. We created a new type of LiDAR sensor from the chip-level up, including a suite of powerful and sophisticated software applications. In 2018, we achieved our first design win to power BMW’s Level 3 autonomous platform, a program that reached maturity during 2024 with vehicles beginning to be sold with our LiDARs and complementary software stacks. 35 In 2022, we made the strategic decision to become a Tier-1 direct supplier enabling direct technical engagement with OEMs and improved pricing, which has played a significant role in our subsequent major OEM program wins. That same year, following more than two years of extensive diligence and qualification, Volkswagen selected us as its direct LiDAR supplier for automated vehicles across several Volkswagen brands using our InnovizTwo platform. In 2023, we announced that Volkswagen aims to expand its use of InnovizTwo LiDAR to its I.D Buzz light commercial vehicle program. In 2024, we announced that Mobileye will use the InnovizTwo Long-Range and InnovizTwo Short- to Mid-Range LiDARs for the Mobileye Drive™ platform. In September 2025, Daimler Truck selected us as a future series production supplier of advanced LiDAR units for SAE Level 4 autonomous class-8 semi-trucks. We are currently expanding our third-party manufacturing capacity through contract manufacturers to meet anticipated demand. As part of this effort, we have entered into arrangements with contract manufacturing partners with automotive-grade facilities, and we expect these collaborations to enable volume production as customer demand increases. In June 2025, we announced the launch of InnovizSMART, a high-performance LiDAR sensor based on the InnovizTwo platform, designed for a range of applications, including security, mobility, aerial, robotics, and intelligent traffic management, which we believe are well-suited for Physical AI deployments. With the maturation of our InnovizTwo LiDAR platform and expanding production capabilities, we are broadening our scope to focus on additional markets seeking affordable, high-performing LiDAR solutions. Recent Developments Launch of InnovizThree On December 23, 2025, we announced the launch of our third-generation LiDAR sensor, InnovizThree, first demonstrated at CES in January 2026. Designed with slimmer dimensions, lower power consumption and higher performance at a significantly reduced cost compared to InnovizTwo, InnovizThree is intended to enable seamless integration behind the windshield or on the rooftop, providing OEMs with extended design flexibility. On January 6, 2026, we also announced the first fully colored long-range LiDAR camera, a compact sensor-fusion module designed to help reduce OEM integration complexity. Integration of InnovizSMARTer LiDAR with NVIDIA Jetson Orin Nano On January 6, 2026, we announced the integration of our InnovizSMARTer LiDAR with NVIDIA Jetson Orin Nano, a physical AI solution designed to perform real-time 3D perception processing and data compression locally at the sensor through edge computing, which is intended to enable wireless deployment in bandwidth-constrained environments while reducing centralized processing costs. ATM Program In August 2025, we launched an ATM Program with Jefferies LLC, 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. During the year ended December 31, 2025, we issued and sold 9,252,639 ordinary shares under the ATM Program for net proceeds to the Company of approximately $13.3 million. Market Outlook After transforming digital workflows, AI is moving into the physical world to power machines, vehicles, infrastructure, and systems that must perceive, reason, and act under real-world constraints. This transition is commonly referred to as Physical AI. At the foundation of Physical AI lies perception, and high-resolution LiDAR has emerged as the most reliable methods for digitizing the physical world into accurate, real-time 3D representations that can drive decision-making. We believe we are uniquely positioned at this inflection point, providing automotive-grade high-resolution LiDAR systems designed to enable Physical AI to scale safely, securely, and globally. In the automotive industry, sophisticated technologies are increasingly being harnessed to develop autonomous driving vehicles. Significant investment is driven by the imperative to assure human safety and the potential for drivers to recapture time. Technologies for autonomous driving require long development and validation cycles and must ensure safety prior to commercial deployment. 36 Levels of Autonomous Driving The Society of Automotive Engineers (“SAE”) defines six levels of driving automation (Levels 0 through 5), adopted by the U.S. Department of Transportation. Levels 0 through 2 are driver-assistance systems where the driver retains primary responsibility. The industry also recognizes “Level 2+,” which bridges the gap between driver-assist and autonomy by offering enhanced ADAS functionality such as hands-free highway driving. In Levels 3 through 5, the vehicle assumes increasing responsibility for driving functions, with the OEM becoming the legal driver. This shift in liability requires compliance with the highest functional safety standards (ISO26262 ASIL D), which necessitates robust sensor suites including high-performance LiDAR. The ADAS+/Level 2+ segment is expected to grow significantly in the near term. Level 3 through Level 5 systems require a comprehensive Physical AI-supported sensing suite, and we believe our products are well-positioned to achieve widespread deployment given our reliability, automotive-grade assurance and competitive pricing. High-performance LiDAR sensors were initially at price points not suitable for mass market applications. However, successive generations of our products have achieved meaningful cost reductions that we believe may position our products for broad deployment. Automotive Applications Our LiDAR solutions address three primary automotive categories: Consumer Applications for Passenger Vehicles Consumer ADAS vehicles (Level 2+ through Level 3). Our LiDAR technology is designed to provide high-performance environmental perception capabilities that we believe are essential for enabling advanced autonomous-driving features. Our solution is designed to be suited for Level 2+, Level 3 and higher level of automation in passenger vehicles at an affordable price point, which we believe may position us to capture market share as OEMs prioritize LiDAR supported autonomous features. Level 4 Automotive Commercial Application Autonomous trucks. Autonomous trucks require long-range sensing capabilities to support safe operation at highway speeds, given their significant weight and extended stopping distances. We believe our selection by Daimler Truck for SAE Level 4 autonomous Class 8 trucks validates our capabilities in this segment. Shuttles and robotaxis. These platforms require 360-degree surround perception in complex urban environments. By deploying a suite of our Long-Range and Short- to Mid-Range LiDAR sensors around the vehicle perimeter, designers can achieve comprehensive coverage without occlusion or blind spots. Non-Automotive Applications Beyond automotive, our LiDAR technology is designed to enable functionality across smart infrastructure applications including perimeter security, intelligent traffic management, robotics, aerial and mobility solutions. These non-automotive markets may complement our automotive business by offering different risk and revenue profiles: smaller order quantities, shorter sales cycles and higher per-unit price points, which could enable near-term revenue while our automotive programs scale. Our InnovizSMART platform, launched in June 2025, features automotive-grade performance with native Power over Ethernet (“PoE”) support, long-range detection, blockage resilience, uniform resolution across the field of view (“FoV”), and privacy-conscious design that captures spatial data rather than personal characteristics. Our Technological Differentiation The Role of LiDAR in Autonomous Sensing Camera-based ADAS systems provide 2D data requiring perception algorithms to estimate 3D depth, with limited accuracy and degraded performance in low-light and adverse weather conditions. Radar offers limited angular resolution, making it difficult to differentiate between closely spaced objects or determine object shape and size. LiDAR provides a direct, high-resolution 3D measurement of the driving scene, enabling the perception system to determine the existence of objects in the vehicle’s path without requiring object classification (which we believe is a critical safety advantage). A system complying with the highest level of functional safety (ISO26262 ASIL D) requires redundancy of critical elements, not by multiplying the same sensors, but instead by adding different types of sensors to ensure that in any given challenging condition, other sensors are designed to perform well. We believe LiDAR is essential to achieving this smart redundancy alongside cameras and radar. 905nm Time-of-Flight Architecture We employ a direct-detection Time-of-Flight (“ToF”) architecture utilizing ~905nm wavelength lasers. This deliberate architectural choice reflects our focus on cost efficiency, energy efficiency and scalability for high-volume automotive production. 905nm vs. 1550nm wavelength. Most LiDAR lasers operate at either ~905nm or ~1550nm wavelengths. While ~1550nm systems can send stronger light pulses within eye-safety limits, they generally require more expensive laser sources and indium gallium arsenide (“InGaAs”) detectors (as silicon detectors cannot efficiently detect ~1550nm light), consume more electrical power, generate more heat, and result in larger form factors. These characteristics may present challenges for integration into production vehicles, particularly electric vehicles where power budget and thermal management are critical. Our ~905nm approach uses mature, automotive-qualified silicon detector components at what we believe are significantly lower cost, with lower power consumption and a compact form factor. InnovizThree, optimized for behind-the-windshield mounting, is designed to further demonstrate our ability to address automotive design constraints while maintaining cost and energy efficiency. 37 ToF vs. FMCW. We believe our ToF architecture offers meaningful advantages over frequency-modulated continuous-wave (“FMCW”) alternatives for automotive-grade deployment. ToF uses direct detection rather than coherent detection, which we believe significantly reduces system complexity. It leverages mature semiconductor components and established supply chains, which we believe enables cost-effective high-volume production with lower integration risk. FMCW systems require highly precise frequency control, coherent detection and complex signal processing, increasing both development and production risk, and we believe they remain less mature for automotive-grade, high-volume deployment. Third-Generation Product Maturity InnovizThree represents our third-generation LiDAR platform, reflecting multiple full development cycles and real-world automotive integration experience. The platform incorporates lessons learned across optics, application-specific integrated circuit (“ASIC”) design, thermal management and system architecture from InnovizOne and InnovizTwo, and is designed from inception for automotive-grade reliability, cost efficiency and series production. Each generation has delivered meaningful cost reductions and performance improvements, which we believe reduces technical and execution risk for OEM partners. Proprietary Signal Processing ASIC We have developed a custom signal processing ASIC specifically optimized for our LiDAR architecture, which we believe achieves industry-leading point-cloud quality. This ASIC is designed to deliver real-time, low-latency processing with an enhanced signal-to-noise ratio and lower power consumption compared to FPGA-based designs, while providing strong intellectual property differentiation and reducing reliance on external processing hardware. All-Weather Performance and Blockage Resilience Our LiDAR systems are engineered for robust operation in challenging environmental conditions, including rain, fog, snow and dust, utilizing advanced filtering and signal processing designed to mitigate environmental noise. The systems are designed to maintain operational integrity under partial obstruction from mud, dirt or snow, with intelligent blockage identification and system response capabilities. These features are intended to support functional safety and long-term field reliability requirements across both automotive and non-automotive deployments. Software Stack Our proprietary complementary software stack turns raw point cloud data into perception ready outputs that are designed to serve as standalone, functionally safe software to be integrated into a vehicle’s existing autonomous driving platform stack to support various sensor fusion architectures. The software leverages data from our LiDAR products, coupled with our proprietary AI-based algorithms, to deliver an automotive-grade ASIL B(D) solution. Software-controlled features such as Region of Interest, variable vertical FoV and selectable frame rate enable dynamic system optimization based on real-time driving conditions. Our system design allows dynamic configuration of laser power, scanning pattern and frame rate, enabling multiple product configurations from the same hardware with only software modification. Competitive Strengths We believe the following strengths differentiate us from our competitors and are designed to enable us to compete effectively in our target markets. Scalable, Cost-Effective Architecture. Our ~905nm wavelength, ToF-based architecture is designed to offer high performance, low power consumption and a compact form factor at a competitive price point. Each generation of our products has delivered cost reductions, with InnovizThree designed to deliver higher performance at further reduced cost. We believe this architecture avoids the more expensive materials, higher power requirements and larger form factors generally associated with ~1550nm systems, and the system complexity and maturity risks we believe are associated with FMCW approaches. 38 Comprehensive Automotive-Grade Certifications. We have achieved compliance with ISO26262 (functional safety), IATF 16949 (quality management), ISO/SAE 21434 (automotive cybersecurity), ASPICE CL1 (software development maturity), ISO/IEC 17025:2017 (testing laboratory competence), and ISO/IEC 27001:2022 (information security). We believe these certifications, validated through extensive product-safety auditing by major OEM partners, provide a significant advantage over competitors that may require years of automotive-grade certification before entering the market. Validated OEM Partnerships. We believe our partnerships with BMW, Volkswagen, Daimler Truck and Mobileye demonstrate product maturity and automotive-grade readiness. These relationships position us to compete for additional OEM RFQs, particularly as numerous designs for mass-production Level 2+, Level 3 and Level 4 programs planned for 2028 and beyond are expected to be decided during 2026. We believe companies without comparable market credentials may face barriers to inclusion in RFQ tenders. Cross-Market Leverage and Flexible Go-to-Market Model. We believe our automotive-grade development process and manufacturing standards provide a competitive advantage in non-automotive markets where customers increasingly demand reliability, safety validation and durability. Our ability to amortize R&D investments across automotive and non-automotive customer bases is intended to support competitive pricing and faster innovation cycles. Our multi-faceted customer engagement approach, as both Tier-1 (direct to OEM) and Tier-2 (through Tier-1 partners), is designed to allow us to cover a wide range of customers while offering customization and competitive commercial terms. As of December 31, 2025, we owned 81 issued patents and had 124 pending patent applications covering LiDAR systems, lasers, scanners, receivers, optical devices and perception technology across multiple jurisdictions. Our multi-disciplinary in-house component design we believe creates significant barriers for competitors seeking to develop comparable solutions. Growth Strategy Drive adoption through lower cost, higher-performance products. Each generation of our products has featured meaningful cost reductions and performance improvements. InnovizThree is designed to deliver higher performance at reduced cost, and InnovizSMART extends this cost-efficient approach to non-automotive markets. Expand OEM partnerships. We believe our existing partnerships and adherence to industry-leading safety and manufacturing standards can be leveraged to penetrate additional OEMs. Numerous designs for mass-production Level 2+, Level 3 and Level 4 programs planned for 2028 and onwards are expected to be decided during 2026. Develop a comprehensive automotive portfolio. Our product portfolio—InnovizTwo Long-Range, InnovizTwo Short- to Mid-Range and InnovizThree—is designed to provide solutions across the automotive market. As Level 4 commercial use systems mature, we expect increasing demand for multiple LiDAR units per vehicle to achieve full surround sensing. Expand into non-automotive markets. Non-automotive applications may offer shorter sales cycles and higher per-unit price points, which could enable near-term revenue while automotive programs scale. We intend to continue investing in InnovizSMART to capture share across smart infrastructure, security, robotics and aerial segments. Penetrate Level 2+ ADAS. We believe that InnovizTwo provides a compelling Level 2+ solution from both a cost and performance perspective. Our LiDAR is designed to be upgradable from Level 2+ to Level 3 through a vehicle software update without changes. Invest in software capabilities. We intend to continue developing our software stack, for improved AI algorithms, and an edge-processing ECU for point cloud processing. 39 Products InnovizOne InnovizTwo Long-Range InnovizTwo Short- to Mid-Range InnovizThree * Product size may differ according to specifications Our product portfolio encompasses LiDAR sensor hardware and complementary software stack designed to improve existing vehicle features and enable new levels of automation for passenger car, commercial vehicle and non-automotive applications. Our product offerings include: • InnovizOne - Our solid-state LiDAR sensor designed for automakers and robotaxi, shuttle, truck and delivery companies requiring an automotive-grade, mass-producible solution. Purpose-built to be rugged, affordable, reliable, low-power, lightweight and designed for seamless integration into Level 2+ through 5 autonomous vehicles. Classified as laser class 1 under IEC 60825-1. • InnovizTwo Long-Range - Our second-generation high-performance automotive-grade LiDAR sensor offers a fully featured solution designed for all levels of autonomous driving. It also features significant cost reduction and improved range performance compared to InnovizOne. • InnovizTwo Short- to Mid-Range - Our second-generation automotive-grade LiDAR sensor provides wide FoV coverage from 0.2m to 100m, and is designed for Level 3 consumer vehicles and Level 4 commercial applications. Based on InnovizTwo platform technology, leveraging its industrialization maturity. • InnovizThree- Our third-generation LiDAR platform, announced in December 2025, is designed to deliver long-range detection with expected greater cost efficiency and installation flexibility compared to InnovizTwo. It features a compact, lightweight design for behind-the-windshield, rooftop or front grille integration, and is designed to deliver a high pixel rate with contiguous scanning patterns and resilience to sunlight, adverse weather and window blockage. InnovizThree is currently in development with engineering samples produced. • Complementary Software – Our proprietary software that turns raw point cloud data into perception ready outputs is designed to serve as standalone, functionally safe software to be integrated into a vehicle’s existing autonomous driving platform stack. Our software delivers automotive-grade ASIL B(D) performance. We are also developing an edge-processing electronic control unit (ECU) for point cloud processing. Commercial Traction Our early engagement with BMW’s Level 3 series production program resulted in deep proficiency in ISO26262 compliance and functional safety adherence. Recognizing the long path to volume ramp in the automotive industry, we have taken a broad-based approach to LiDAR market opportunities: Automotive. We focus significant management attention on automotive opportunities, tailoring our LiDAR platforms and software to OEM needs for high-volume series production programs. We are working closely with leading OEMs in Europe, Asia and North America on Level 2+, Level 3 and Level 4 programs, and are in discussions with robotaxi, shuttle, truck and delivery platform customers. Non-Automotive. We leverage our products to win business across numerous non-automotive segments through both direct and channel relationships with potential customers globally. Sales and Marketing We market and sell through a direct sales organization and distribution channels. Our technology focus since inception on the automotive OEM opportunity has guided our commercial activities, with our sales team acting as a bridge between our research and development team and OEMs and other partners. For non-automotive markets, we work through channel partners that support our potential clients during the sales process, integration and post-sale support. Research and Development We have invested significant time and resources into research and development of LiDAR-based technologies. Our research and development team is the largest department in the company and, as of December 31, 2025, was comprised of 283 employees. Creating an automotive-grade, eye-safe and cost efficient ~905nm wavelength LiDAR solution and the complementary software stack requires a multi-disciplinary team with expertise spanning optics, lasers, mechanical engineering, micro-electronics, chip design, complex IC packaging, algorithms, neural networks, systems engineering and software architecture. Our research and development activities are largely conducted at our headquarters in Rosh HaAin, Israel. Intellectual Property Our success and competitive advantage depend in part upon our ability to develop and protect our core technology and intellectual property. As of December 31, 2025, we owned 81 issued patents and had 124 pending patent applications. The portfolio includes U.S. and foreign patent applications filed in U.S., Israel, Europe (including Germany, France and the United Kingdom), China, Japan and Korea. Our portfolio covers a broad range of system-level and component-level aspects of our technology including LiDAR systems, laser, scanner, receivers, optical devices, and perception technology. We also rely on trade secrets, design and manufacturing know-how, continuing technological innovations and licensing and opportunities, and protect our proprietary rights through agreements with our commercial partners, supply-chain vendors, employees, and consultants. 40 Competition The market for sensing solutions that enable autonomous driving and other autonomous applications is an emerging one with many potential applications in the development stage. Our competitors are numerous and compete with us directly by offering LiDAR products, and indirectly by attempting to solve some of the same challenges with different technologies. 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. Within the LiDAR segment, where competition is based significantly on performance, cost and energy efficiency, we face competition from companies utilizing a variety of laser wavelengths (~905nm and ~1550nm), detection methods (ToF and FMCW) and steering mechanisms (MEMS, mechanical, optical phased array and flash). We believe that it may take new, smaller companies a substantial period of time to gain the recognition and trust of top-tier automotive OEMs and Tier-1 suppliers. Many of our competitors offer more limited solutions for niche applications or lower-performance ADAS markets. In the passenger car ADAS market, a number of competitors have already achieved substantial market share using camera and radar-based sensing solutions. 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. Our LiDAR products enable higher-performance ADAS at price points that we believe can displace current solutions. Our engagement with premium OEMs and Tier-1 partners also differentiates us from other LiDAR makers. Beyond automotive markets, we compete in non-automotive applications including smart infrastructure, security, robotics and aerial solutions. In these segments, we compete against both established LiDAR companies and newer entrants focused exclusively on non-automotive applications. Our automotive-grade development process and manufacturing standards provide what we believe is a competitive advantage, as customers in these markets increasingly demand reliability, safety validation and durability. Our ability to leverage R&D investments across both automotive and non-automotive customer bases supports competitive pricing and faster innovation cycles relative to competitors developing solutions for non-automotive applications alone. While LiDAR competitors will continue to emerge and recede, we believe that our high-performance LiDARs, strong intellectual property portfolio, complementary software stack and design wins with leading OEMs have established barriers to those who follow. We expect that our technology and continuing innovation, our longstanding cooperation with leading OEMs, our expanding presence in non-automotive markets and our collaboration with Mobileye, a leader in ADAS and autonomous driving technology, will support our position as a leader in advancing LiDAR technology. Manufacturing Our proprietary LiDAR architecture focuses on developing a full LiDAR solution critical components designed in-house rather than using off-the-shelf commodity components. We have utilized automotive-grade contract manufacturers and vendors from an early stage, which has added to our manufacturing know-how and instilled discipline and quality in our development process. InnovizTwo units are manufactured at our headquarters and at the facilities of our contract manufacturing partners. We have entered into arrangements with contract manufacturers with automotive-grade facilities to support volume production as customer demand increases. InnovizThree sample units are currently manufactured at our headquarters. Our operations and quality assurance teams manage sourcing, calibration, testing and quality control across all production sites. We source components from a variety of third-party manufacturers; prices and availability may be impacted by changes in supply and demand and other market factors. Environmental, Social and Governance (ESG) Practices We are a global company focused on creating a positive social impact by promoting the future of mobility and increasing road-traffic safety and welfare, all through the values of excellence, education, creation and innovation. In July 2025, we published our second Impact Report, which covers the company’s initiatives and activities for 2024, in accordance with the Global Reporting Initiative, or GRI, framework. Our operations and day-to-day business activities take place under the supervision of our dedicated nominating, environmental, social and governance committee of the board of directors, and with the assistance of a reputable independent ESG consulting firm. We are committed to operating in an ethical and sustainable manner. Our corporate governance is guided by a Code of Conduct and Ethics, supplemented by employee training programs and a whistleblower mechanism to report concerns. On the environmental side, we monitor and report our Scope 1 and Scope 2 emissions and are working to reduce our energy consumption and greenhouse gas emissions over time. We endeavor to respect, value, and empower our employees and the communities in which we operate, and we invest in employee development, diversity, and inclusion initiatives. We extend these values to how we engage with local communities, including through educational outreach programs that connect young people with careers in technology and innovation. Our Impact Report is available on our website at https://innoviz.tech/esg. Neither the Impact Report nor the content of our website are incorporated by reference into this Annual Report. 41 Regulation Autonomous Vehicle Regulation Autonomous vehicles are subject to evolving regulatory frameworks in the United States, Europe, China and other markets. In the United States, NHTSA, which is part of the U.S. Department of Transportation, provides the principal regulatory framework for vehicle safety, including requirements under the National Traffic and Motor Vehicle Safety Act, the TREAD Act, and Federal Motor Vehicle Safety Standards (“FMVSS”). NHTSA has generally supported AV technology development while actively updating FMVSS to address autonomous driving systems. Many U.S. states have also enacted autonomous vehicle regulations, primarily focused on safety and permitting. Foreign markets, including the EU and China, continue to develop their own deployment requirements for higher levels of autonomy. As legal frameworks continue to develop, we may become subject to additional regulatory requirements. Although we do not anticipate near-term impediments to our technology and products, the regulatory landscape remains an evolving one with uncertainties beyond our control. Laser Safety As a LiDAR technology company, we are subject to the Electronic Product Radiation Control Provisions of the Federal Food, Drug, and Cosmetic Act and related FDA regulations. These requirements govern laser products and are intended to protect individuals from hazardous or unnecessary exposure. Manufacturers are required to certify in product labeling and reports to the FDA that their products comply with applicable performance standards and maintain manufacturing, testing and distribution records. Trade and Export Controls Our products and operations are subject to U.S. and foreign trade and customs product classifications, including U.S. Export Administration Regulations, customs regulations and economic and trade sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Controls. We are also subject to hazard labeling, sourcing regulations and other product compliance requirements. Environmental, Employment and Other Regulations Our operations are subject to various federal, state and local environmental laws and regulations pertaining to emissions, chemical substances, hazardous waste and remediation of contamination. In recent years, these laws and regulations have been focused increasingly on emerging chemicals of concern, such as, for example, per-and polyfluoroalkyl substances, and may require us to adjust our supply chain to find alternatives to such chemicals. We are also subject to laws governing occupational health and safety and wage regulations, and to evolving environmental, social and governance rules, such as climate-related and sustainability rules that may impose significant compliance costs Legal Proceedings From time to time, we may become involved in actions, claims, suits, and other legal proceedings arising in the ordinary course of our business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. We are currently not a party to any material actions, claims, suits or other legal proceedings, the outcome of which, if determined adversely to it, would individually or in the aggregate have a material adverse effect on our business, financial condition, and results of operations. See Note 9 of our consolidated financial statements included elsewhere in this Annual Report, which is incorporated by reference in this Item 4.B., for additional information regarding the Lawsuit. C. Organizational Structure The legal name of our company is Innoviz Technologies Ltd. and we are organized under the laws of the State of Israel. We have four wholly owned subsidiaries: Innoviz Technologies Inc., which is incorporated in the United States; Innoviz Technologies GmbH, which is incorporated under the laws of Germany; Innoviz Software Centre Bucharest S.R.L, which is incorporated under the laws of Romania; and Innoviz Technologies Trading Shanghai Co., Ltd., which is incorporated under the laws of the People’s Republic of China (“Innoviz China”). During 2025, we ceased the business activity of Innoviz China. We have not had employees in China since the first quarter of 2025, and we have recently initiated the process of liquidating Innoviz China. 42 D. Property, Plant and Equipment Our corporate headquarters are located in Rosh HaAin, Israel, where we currently lease an office with approximately 16,350 square meters pursuant to a lease agreement dated November 1, 2021 (the “Lease Agreement”) (incorporated by reference as Exhibit 4.14 to the Company’s Annual Report on Form 20-F for the Year Ended December 31, 2021 filed with the SEC on March 30, 2022). This facility contains engineering, research and development, testing, product, sales and administrative functions. The initial term under the Lease Agreement is for 67 months and expires on January 31, 2028. We have an option under the Lease Agreement to renew the lease for additional 60 months, which will be exercised automatically unless we inform the lessor in advance. In April 2025, an addendum to the Lease Agreement was executed, under which the Company will continue to operate the premises pursuant to the terms specified in the addendum. We also lease a small office space in Santa Clara, California, pursuant to a lease agreement that is in effect until July 31, 2026, and a small office in Munich, Germany, pursuant to a lease agreement that is in effect until November 15, 2027, with an option to extend the lease term for an additional five (5) year term. Unless otherwise stated, all our facilities are utilized. We believe that our offices and facilities (as currently conducted and in accordance with future plans) are adequate for our current needs and that suitable additional or substitute space will be available when needed.