Sec Form 4 Filing - Netter Zvika @ Innovid Corp. - 2025-02-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Netter Zvika 2. Issuer Name and Ticker or Trading Symbol Innovid Corp. [ CTV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O INNOVID CORP, 116 E 16 STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2025 (Street) NEW YORK, NY10003 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/13/2025 D 4,960,733 ( 1 ) ( 2 ) D 0 D Common Stock 02/13/2025 D 977,394 D 0 I by Family Trust #1 Common Stock 02/13/2025 D 977,394 D 0 I by Family Trust #2 Common Stock 02/13/2025 D 977,394 D 0 I by Family Trust #3

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Se curity: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Qualified Stock Option (Right to Buy) $ 2.08 02/13/2025 D 506,390 ( 6 ) 06/17/2032 Common Stock 506,390 ( 6 ) 0 D Stock Option (Right to Buy) $ 2.81 02/13/2025 D 314,254 ( 6 ) 04/29/2031 Common Stock 314,254 ( 6 ) 0 D Stock Option (Right to Buy) $ 0.61 02/13/2025 D 1,334,644 ( 6 ) 11/15/2030 Common Stock 1,334,644 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Netter Zvika C/O INNOVID CORP 116 E 16 STREET NEW YORK, NY10003 X Chief Executive Officer Signatures By: /s/ Zvika Netter 02/13/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )1. Includes 1,116,250 unvested restricted stock units previously granted to the Reporting Person pursuant to the Innovid Corp. 2021 Omnibus Incentive Plan, each of which represents the right to receive one share of common stock, par value $0.0001 per share (the "Common Stock") of Innovid Corp. (the "Issuer"). ( 2 )Pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") among Mediaocean LLC, Ignite Merger Sub, Inc. and the Issuer dated November 21, 2024, the shares of Common Stock held by the Reporting Person were canceled as of the Effective Time (as defined in the Merger Agreement) for the following consideration: (i) 3,844,483 shares of Common Stock were canceled and converted into the right to receive a lump sum cash payment equal to $3.15 per share of Common Stock; (ii) all unvested restricted stock units held by the Reporting Person were canceled (the "Canceled RSUs"), with (a) 458,750 of the Canceled RSUs converted into the right to receive a lump sum cash payment equal to $3.15 per share of Common Stock, and (b) 657,500 of the Canceled RSUs were exchanged for unvested restricted stock units of OceanKey TopCo LLP, subject to substantially similar terms as the Canceled RSUs, in each case subject to any applicable withholding taxes. ( 3 )Pursuant to the Merger Agreement (a) 561,640 shares of Common Stock were canceled as of the Effective Time and converted into the right to receive a lump sum cash payment equal to $3.15 per share of Common Stock and (b) 415,754 shares of Common Stock were disposed of as of the Effective Date in exchange for OceanKey TopCo LLP units subject to any applicable withholding taxes. ( 4 )Pursuant to the Merger Agreement (a) 561,640 shares of Common Stock were canceled as of the Effective Time and converted into the right to receive a lump sum cash payment equal to $3.15 per share of Common Stock and (b) 415,754 shares of Common Stock were disposed of as of the Effective Date in exchange for OceanKey TopCo LLP units subject to any applicable withholding taxes. ( 5 )Pursuant to the Merger Agreement (a) 561,640 shares of Common Stock were canceled as of the Effective Time and converted into the right to receive a lump sum cash payment equal to $3.15 per share of Common Stock and (b) 415,754 shares of Common Stock were disposed of as of the Effective Date in exchange for OceanKey TopCo LLP units subject to any applicable withholding taxes. ( 6 )Pursuant to the Merger Agreement, each outstanding stock option, whether vested or unvested as of the Effective Time, whose exercise price is less than $3.15 was vested, canceled and converted into the right to receive a lump sum cash payment, without interest, equal to the product of (x) the excess, if any, of $3.15 over the applicable exercise price per share of the Common Stock subject to such stock option multiplied by (y) the aggregate number of shares of Common Stock subject to such stock option, subject to all applicable withholding taxes. Any stock option whose exercise price was equal to or greater than $3.15 was canceled for zero consideration as of the Effective Time.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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