Innoviz Technologies Ltd.

Purpose and Background of the Reverse Share Split Proposal

The Board’s primary objective in proposing the Reverse Share Split is to raise the per share trading price of the Ordinary Shares. On March 25, 2026, the Company received written notification (the “Listing Qualification Notice”) from the Listing Qualifications Department of Nasdaq (the “Nasdaq”) indicating that the Company no longer satisfies Nasdaq Listing Rule 5550(a)(2) based upon a closing bid price of less than $1.00 per Ordinary Share for the prior 30 consecutive business day period. In the Listing Qualification Notice, the Company was provided with a grace period of 180 days, or until September 21, 2026, to meet the minimum bid price requirement under the Nasdaq Listing Rules (subject to the Company’s right to request an additional 180-day grace period). If the Company does not regain compliance with the minimum bid price requirement within the applicable grace period (including any extension for which the Company may become eligible), the Ordinary Shares will be subject to delisting from Nasdaq.

The Board believes that the continued listing of the Ordinary Shares on Nasdaq is beneficial for our shareholders and that the anticipated increased market price of the Ordinary Share that may result from the Reverse Share Split may enhance the Company’s ability to regain compliance with the Nasdaq’s minimum share price requirements for continued listing.

The purpose of seeking shareholder approval of exchange ratios within the Ratio Range (rather than a fixed exchange ratio) is to provide the Company with the flexibility to achieve the desired results of the Reverse Share Split. If the shareholders approve this proposal, then the Board, in its sole discretion, would effect the Reverse Share Split and the Authorized Share Reduction only upon the determination by the Board that such action would be in the best interests of the Company and our shareholders at that time. If the Board were to effect the Reverse Share Split and the Authorized Share Reduction, then the Board would select the Final Ratio to be effected on the Effective Date. No further action on the part of shareholders would be required to either implement or abandon the Reverse Share Split and the Authorized Share Reduction. If the shareholders approve the proposal, and the Board determines to effect the Reverse Share Split and the Authorized Share Reduction, we would communicate to the public additional details regarding the Reverse Share Split and the Authorized Share Reduction, including the Final Ratio selected by the Board. The Board reserves its right, notwithstanding shareholder approval and without further action by the shareholders, to elect not to proceed with the Reverse Share Split and the Authorized Share Reduction if, at any time prior to the Effective Date, it determines, in its sole discretion, that this proposal is no longer in the best interests of the Company and our shareholders (as the Board elected to do following the shareholder authorization in December 2024).

The Reverse Share Split Proposal is not being proposed in response to any effort of which we are aware to accumulate shares of our outstanding Ordinary Shares or obtain control of the Company, nor is it a plan by management to recommend such actions to our Board or our shareholders.