What changed in this filing

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Item 1. Financial Statements

2025-10-23 compared with 2025-07-24 · 210 added, 141 removed, 527 unchanged (40% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 27,

dollars in millions, except share and per share data

27 unchanged sentences

shares issued and outstanding:

103,579,323 as of June 28, 2025 and 100,226,477 as of December 28, 2024

216,005,938 as of September 27, 2025 and 100,226,477 as of December 28, 2024

Class B common stock:

2 unchanged sentences

shares issued and outstanding:

711,500,000 as of June 28, 2025 and December 28, 2024

597,768,015 as of September 27, 2025 and 711,500,000 as of December 28, 2024

Additional paid-in capital

6 unchanged sentences

Three Months Ended

Six months ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

dollars in millions, except share and per share data

3 unchanged sentences

General and administrative

Goodwill impairment

Total operating expenses

16 unchanged sentences

Shareholders’

dollars in millions, except share and per share data

dollars except number of shares, in millions

Income (Loss)

Three Months Ended

Balance as of March 29, 2025

Balance as of June 28, 2025

Net income (loss)

3 unchanged sentences

Issuance of common stock under employee share-based compensation plans

Repurchase of common stock from Parent

Balance as of September 27, 2025

Balance as of June 29, 2024

Balance as of March 30, 2024

Net income (loss)

2 unchanged sentences

Issuance of common stock under employee share-based compensation plans

Balance as of June 29, 2024

Six Months Ended

Balance as of September 28, 2024

Nine Months Ended

Balance as of December 28, 2024

5 unchanged sentences

Issuance of common stock under employee share-based compensation plans

Balance as of June 28, 2025

Repurchase of common stock from Parent

Balance as of September 27, 2025

Balance as of December 30, 2023

3 unchanged sentences

Issuance of common stock under employee share-based compensation plans

Balance as of June 29, 2024

Balance as of September 28, 2024

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended

Nine Months Ended

September 27,

September 28,

dollars in millions

5 unchanged sentences

Amortization of intangible assets

Goodwill impairment

Exchange rate differences on cash and cash equivalents

Deferred income taxes

(Gains) losses on equity and debt investments, net

Changes in operating assets and liabilities:

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Share-based compensation recharge

Net cash provided by (used in) financing activities

Repurchase of common stock from Parent

Net cash used in financing activities

Effect of foreign exchange rate changes on cash and cash equivalents

Increase (decrease) in cash, cash equivalents and restricted cash

Increase in cash, cash equivalents and restricted cash

Balance of cash, cash equivalents and restricted cash, at beginning of year

4 unchanged sentences

Tax sharing agreement with Parent

Conversion of Class B common stock to Class A common stock

Supplemental cash flow information:

6 unchanged sentences

(“Mobileye”, “the Company” or “we”) is a leader in the development and deployment of advanced driver assistance systems (“ADAS”) and autonomous driving technologies and solutions, aimed to provide the capabilities required for the future of autonomous driving, leveraging a comprehensive suite of purpose-built software and hardware technologies.

Intel Corporation (“Intel” or the “Parent”) directly or indirectly holds all of the Class B common stock of Mobileye, which as of June 28, 2025, represents approximately 87.3 % of our outstanding common stock and 98.6 % of the voting power of our common stock.

For a change in Intel’s holdings following the completion of the Secondary Offering, Share Repurchase, Option and Conversion, refer to Note 12.

Intel Corporation (“Intel” or the “Parent”) directly or indirectly holds all of the Class B common stock of Mobileye, which as of September 27, 2025, represents approximately 79.6 % of our outstanding common stock and 97.3 % of the voting power of our common stock.

Operations in Israel

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On June 23, 2025, Israel and Iran agreed to a ceasefire, although there is no assurance that the ceasefire will continue.

On October 9, 2025, Israel, Hamas, the United States and other countries in the region agreed to a framework for a ceasefire in Gaza between Israel and Hamas.

How long and how severe the current conflicts in Gaza, Northern Israel, Lebanon, Iran or the broader region become is unknown at this time and any continued clash among Israel, Hamas, Hezbollah, Iran or other countries or militant groups in the region may escalate in the future into a greater regional conflict.

To date, our operations have not been materially affected, although as of July 15, 2025 approximately 6.7 % of our employees have been called to reserve duty in the Israel Defense Forces.

To date, our operations have not been materially affected, although as of October 15, 2025 approximately 3.8 % of our employees have been called to reserve duty in the Israel Defense Forces.

We expect that the current conflict in the Gaza Strip, Lebanon, Iran and the broader region, as well as the security escalation in Israel, will not have a material impact on our business results in the short term.

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We continue to monitor political and military developments closely and examine the consequences for our operations and assets.

Secondary Offering, Share Repurchase and Conversion

On July 9, 2025, the Company announced the pricing of a public secondary offering of 50,000,000 shares of Class A common stock (which shares were received upon the conversion of 50,000,000 shares of Class B common stock into Class A common stock) by Intel at a public offering price of $ 16.50 per share (the “Secondary Offering”), with Intel granting the underwriters a 30-day option to purchase up to an additional 7,500,000 shares of Class A common stock (the “Option”).

The Secondary Offering closed on July 11, 2025.

In connection with and conditional upon the closing of the Secondary Offering, on July 11, 2025 the Company purchased from Intel 6,231,985 shares of Class A common stock (which shares were received upon the conversion of 6,231,985 shares of Class B common stock into Class A common stock) at a price of $ 16.04625 per share, which is equal to the per share purchase price paid by the underwriters in the Secondary Offering pursuant to a share repurchase agreement with Intel (the “Share Repurchase”).

The aggregate consideration paid by the Company for the Share Repurchase was $ 100 million and is subject to a nondeductible excise tax of 1 % pursuant to the Inflation Reduction Act of 2022.

Upon closing of the Share Repurchase, the Company cancelled and retired the 6,231,985 shares of Class A common stock acquired pursuant to the Share Repurchase.

The excess of the repurchase price over par value was charged to additional paid in capital.

Following the closing of the Share Repurchase, the underwriters exercised the Option (which shares were received upon the conversion of 7,500,000 shares of Class B common stock into Class A common stock), which closed on July 11, 2025.

The Company did not sell any shares of Class A common stock in the Secondary Offering or in respect of the exercise of the Option and did not receive any proceeds from the sale of shares offered by Intel.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In addition to and conditional upon the closing of the Secondary Offering, Intel voluntarily converted pursuant to the Company’s Amended and Restated Certificate of Incorporation an additional 50,000,000 shares of Class B common stock to Class A common stock (the “Conversion”).

The shares issued to Intel pursuant to the Conversion were issued pursuant to an exemption from registration pursuant to Section 3(a)(9) of the U.S.

Securities Act of 1933.

The Company received no proceeds from issuance of shares in the Conversion.

The Company paid the costs, which were approximately $ 1 million, associated with the registration of shares in connection with the Secondary Offering and Option, other than underwriting discounts, fees and commissions.

Upon completion of the Secondary Offering, Share Repurchase, Option and Conversion and as of September 27, 2025, Intel continues to directly or indirectly hold all of the Class B common stock of Mobileye as well as 50,000,000 shares of Class A common stock, which together represent approximately 79.6 % of our outstanding common stock and 97.3 % of the voting power of our common stock.

As a result of the Secondary Offering, Share Repurchase, Option and Conversion, the Company has concluded that from a U.S.

income tax perspective, Intel no longer holds a sufficient percentage of the Company’s issued and outstanding common stock, which resulted in the deconsolidation of the Company from Intel’s U.S.

domestic income tax return on July 11, 2025 (the “Tax Deconsolidation”).

Following the Tax Deconsolidation, the Company is no longer included in Intel’s U.S.

domestic consolidated income tax return and will be filing its own U.S.

corporate income tax returns for periods beginning July 12, 2025.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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fiscal year 2024 was also a 52-week fiscal year.

The results of operations for the three and six months ended June 28, 2025 shown in this report are not necessarily indicative of the results to be expected for the full year ending 2025.

The results of operations for the three and nine months ended September 27, 2025 shown in this report are not necessarily indicative of the results to be expected for the full year ending 2025.

The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 28, 2024.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

There have been no material changes in our significant accounting policies as described in our consolidated financial statements for the fiscal year ended December 28, 2024.

There have been no material changes in our significant accounting policies as described in our consolidated financial statements for the fiscal year ended December 28, 2024, except as detailed below regarding accounting for share repurchases.

For further detail, see Note 2 in the audited consolidated financial statements for the fiscal year ended December 28, 2024.

4 unchanged sentences

Actual results could differ from those estimates.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On an on-going basis, management evaluates its estimates, judgments, and assumptions.

4 unchanged sentences

dollars in millions

June 28, 2025

September 27, 2025

December 28, 2024

6 unchanged sentences

The Company’s investment in money market funds is measured at fair value within Level 1 of the fair value hierarchy because they consist of financial assets for which quoted prices are available in an active market.

Interest income related to money market funds for the three months ended June 28, 2025 and June 29, 2024 amounted to $ 11 million and $ 12 million, respectively;

and $ 21 million and $ 24 million for the six months ended June 28, 2025 and June 29, 2024, respectively.

Interest income related to money market funds for the three months ended September 27, 2025 and September 28, 2024 amounted to $ 10 million and $ 12 million, respectively;

and $ 31 million and $ 36 million for the nine months ended September 27, 2025 and September 28, 2024, respectively.

The Company’s investment in U.S.

12 unchanged sentences

Participation in expenses for research and development projects are recognized on the basis of the costs incurred and are netted against research and development expenses in the condensed consolidated statements of operations and comprehensive income (loss).

Research and development reimbursements of $ 19 million and $ 12 million were offset against research and development costs in the three months ended June 28, 2025 and June 29, 2024, respectively;

and $ 45 million and $ 48 million were offset in the six months ended June 28, 2025 and June 29, 2024, respectively.

Research and development reimbursements of $ 16 million and $ 24 million were offset against research and development costs in the three months ended September 27, 2025 and September 28, 2024, respectively;

and $ 61 million and $ 72 million were offset in the nine months ended September 27, 2025 and September 28, 2024, respectively.

Derivatives and hedging

4 unchanged sentences

For these derivative instruments, designated as a cash flow hedge, gains and losses are reported as a component of other comprehensive income (loss) and reclassified into earnings in the same line item associated with the hedged transaction and in the same period or periods during which the hedged transaction affects the statement of operations.

As of June 28, 2025, the Company expects to reclassify all of its unrealized gains and losses from accumulated other comprehensive income (loss) to earnings during the next twelve months.

As of September 27, 2025, the Company expects to reclassify all of its unrealized gains and losses from accumulated other comprehensive income (loss) to earnings during the next twelve months.

The cash flows associated with these derivatives are classified in the consolidated statements of cash flows consistently with the classification of the underlying hedged transaction, within cash flows from operating activities.

1 unchanged sentence

dollars in millions

June 28, 2025

September 27, 2025

December 28, 2024

3 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

dollars in millions

June 28, 2025

June 29, 2024

June 28, 2025

June 29, 2024

September 27, 2025

September 28, 2024

September 27, 2025

September 28, 2024

Other comprehensive income (loss) before reclassifications

2 unchanged sentences

* Amounts of gains (losses) reclassified from other comprehensive income (loss) into profit or loss are recorded in cost of revenue and operating expenses.

** Less than $1 million.

MOBILEYE GLOBAL INC.

5 unchanged sentences

Tax jurisdictions with forecasted pretax losses for the year for which no benefit can be recognized are excluded from the calculation of the worldwide estimated annual effective tax rate, and any associated tax provision or benefit for those jurisdictions is recorded separately.

During the periods presented in the condensed consolidated financial statements, certain components of the Company’s business operations were included in the consolidated U.S.

domestic income tax return filed by the Company’s Parent.

The Company also files various foreign income tax returns on a separate basis, distinct from its Parent.

The income tax provision included in the Company’s condensed consolidated financial statements has been calculated using the separate return method, as if the Company had filed its own tax returns.

The Company has entered into a Tax Sharing Agreement with its Parent that establishes the amount of cash payable for the Company’s share of the tax liability owed on consolidated tax return filings with its Parent.

Any differences between taxes currently payable to the Company’s Parent under the Tax Sharing Agreement and the current tax provision computed on a separate return basis, is reflected as adjustments to additional paid-in capital in the condensed consolidated statement of changes in equity and financing activities within the condensed consolidated statement of cash flows (see also Note 7).

The Company reflects tax loss and tax credit carry-forward attributes under the separate return method approach.

Such tax attributes may not be benefited in the same period as the Company’s Parent on a consolidated tax return.

As a result, there are inherent differences between the Company’s separate tax return method approach and certain actual tax returns filed on a consolidated basis with Intel.

During the periods presented in the condensed consolidated financial statements, certain components of the Company’s business operations were included in the Parent’s consolidated U.S.

domestic income tax return while the Company continued to file various foreign income tax returns separately from the Parent.

Following the Secondary Offering, which resulted in the Tax Deconsolidation (see also Note 1), the Company is no longer included in the Parent’s U.S.

domestic consolidated income tax return and will be filing its own U.S.

corporate income tax returns for periods beginning July 12, 2025 onwards.

Prior to the Tax Deconsolidation event, the income tax provision included in the Company’s condensed consolidated financial statements was calculated using the separate return method, as if the Company had filed its own U.S.

corporate income tax returns.

However, the Tax Deconsolidation event does not have a material impact on the Company’s income tax provision for the nine months ended September 27, 2025.

The Company had previously entered into a Tax Sharing Agreement, which was amended and restated on August 14, 2024 (the “TSA”) with its Parent to establish the amount of cash payable for the Company’s share of the tax liability owed on consolidated tax return filings with its Parent.

For periods prior to the Tax Deconsolidation, any differences between taxes currently payable to the Company’s Parent under the TSA and the current tax provision computed on a separate return basis, were reflected as adjustments to additional paid-in capital in the condensed consolidated statement of changes in equity and financing activities within the condensed consolidated statement of cash flows.

As a result of the Tax Deconsolidation, starting July 12, 2025 the computation of cash payable between the Company and Intel, under the TSA, is no longer applicable with respect to U.S.

federal income taxes.

Accordingly, starting July 12, 2025, Mobileye calculates and reports its U.S.

federal and applicable state income tax liabilities as a standalone taxpayer and will no longer allocate or share tax attributes, liabilities nor benefits with its Parent as previously required under the TSA.

For periods prior to Tax Deconsolidation, Mobileye and its Parent will continue to account for any outstanding tax sharing obligations in accordance with the terms of the TSA.

Share repurchases

We have elected to retire shares repurchased to date.

The retired shares are equivalent to authorized, unissued shares and are no longer considered to be outstanding or held in treasury.

The excess purchase price of the shares over the par value is recorded as a reduction to additional paid-in-capital or to retained earnings if the balance in additional paid-in capital is not sufficient.

Concentration of credit risk

10 unchanged sentences

government bonds and derivative financial instruments have minimal credit risk.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s accounts receivable are derived primarily from sales to Tier 1 suppliers to the automotive manufacturing industry located mainly in the U.S., Europe, and China.

7 unchanged sentences

Expected credit losses are recorded as general and administrative expenses in the Company’s condensed consolidated statement of operations and comprehensive income.

As of June 28, 2025 and December 28, 2024, the credit loss allowance for trade accounts receivable was not material.

For the three and six months ended June 28, 2025 and June 29, 2024, the charge-offs and recoveries in relation to the credit losses were not material.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 27, 2025 and December 28, 2024, the credit loss allowance for trade accounts receivable was not material.

For the three and nine months ended September 27, 2025 and September 28, 2024, the charge-offs and recoveries in relation to the credit losses were not material.

Customer concentration risk

10 unchanged sentences

See below regarding a shortage in EyeQ™ SoCs that the Company experienced during 2021 and 2022 and may experience in the future, including in ECUs for SuperVision™ and other components for our products.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Supply chain risk

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For public business entities, the ASU is effective for annual periods beginning after December 15, 2024.

The Company is evaluating the potential impact of this guidance on its consolidated financial statements.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company will be implementing the new income tax disclosures retrospectively.

In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40):

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The Company is evaluating the potential impact of this guidance on its consolidated financial statement disclosures.

In July 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”).

ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers.

Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years.

Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively.

The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements and disclosures.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - OTHER FINANCIAL STATEMENT DETAILS

dollars in millions

June 28, 2025

September 27, 2025

December 28, 2024

3 unchanged sentences

Total inventories

Inventory write-downs and write-offs totaled $ 1 million and $ 1 million for the three months ended June 28, 2025 and June 29, 2024, respectively;

and $ 2 million and $ 1 million for the six months ended June 28, 2025 and June 29, 2024, respectively.

Inventory write-downs and write-offs totaled zero and $ 1 million for the three months ended September 27, 2025 and September 28, 2024, respectively;

and $ 2 million and $ 2 million for the nine months ended September 27, 2025 and September 28, 2024, respectively.

Property and equipment

dollars in millions

June 28, 2025

September 27, 2025

December 28, 2024

5 unchanged sentences

Total property and equipment, net

Depreciation expenses totaled $ 18 million and $ 16 million for the three months ended June 28, 2025 and June 29, 2024, respectively;

and $ 36 million and $ 30 million for the six months ended June 28, 2025 and June 29, 2024, respectively.

During the six months ended June 28, 2025 and June 29, 2024, the Company derecognized the cost and accumulated depreciation of fully depreciated assets in the amount of $ 1 million and $ 7 million, respectively.

Depreciation expenses totaled $ 18 million and $ 16 million for the three months ended September 27, 2025 and September 28, 2024, respectively;

and $ 54 million and $ 46 million for the nine months ended September 27, 2025 and September 28, 2024, respectively.

During the nine months ended September 27, 2025 and September 28, 2024, the Company derecognized the cost and accumulated depreciation of fully depreciated assets in the amount of $ 1 million and $ 7 million, respectively.

NOTE 4 - EQUITY

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Equity awards under the 2022 Plan are granted for Class A shares and vest upon the satisfaction of a service-based vesting condition, mostly over service periods of three years .

Restricted Stock Units

The RSUs activity for the nine months ended September 27, 2025 for RSUs granted to Company’s employees under the 2022 Plan was as follows:

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock Units

The RSUs activity for the six months ended June 28, 2025 for RSUs granted to Company’s employees under the 2022 Plan was as follows:

Weighted average grant

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Outstanding as of December 28, 2024

Outstanding as of June 28, 2025

The RSUs activity for the three months ended June 28, 2025 for RSUs granted to Company’s employees under the 2022 Plan was as follows:

Outstanding as of September 27, 2025

The RSUs activity for the three months ended September 27, 2025 for RSUs granted to Company’s employees under the 2022 Plan was as follows:

Weighted average grant

1 unchanged sentence

date fair value

Outstanding as of March 29, 2025

Outstanding as of June 28, 2025

As of June 28, 2025, the unrecognized compensation cost related to all unvested RSUs granted under the 2022 Plan, was $ 295 million, which is expected to be recognized as an expense over a weighted-average period of 1.91 years.

Outstanding as of September 27, 2025

As of September 27, 2025, the unrecognized compensation cost related to all unvested RSUs granted under the 2022 Plan, was $ 509 million, which is expected to be recognized as an expense over a weighted-average period of 2.34 years.

Prior to the Mobileye IPO, since 2017, employees of the Company had been incentivized and rewarded through the grant of Intel equity awards under Intel’s equity incentive plan which contains only a service condition.

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Three Months Ended

Six months ended

Nine Months Ended

dollars in millions

June 28, 2025

June 29, 2024

June 28, 2025

June 29, 2024

September 27, 2025

September 28, 2024

September 27, 2025

September 28, 2024

Cost of revenue

8 unchanged sentences

Three Months Ended

Six months ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

In millions, except per share amounts

3 unchanged sentences

Basic and diluted

For the three months ended June 28, 2025 and June 29, 2024, the computation of diluted earnings (loss) per share attributable to common stockholders does not include 22.1 million and 15.4 million potential common shares, respectively;

and 21.7 million and 15.2 million potential common shares for the six months ended June 28, 2025 and June 29, 2024, respectively, related to restricted stock units granted under the 2022 Plan to the Company’s employees, as the effect of their inclusion would have been anti-dilutive.

For the three months ended September 27, 2025 and September 28, 2024, the computation of diluted earnings (loss) per share attributable to common stockholders does not include 32.3 million and 20.4 million potential common shares, respectively;

and 25.3 million and 17.0 million potential common shares for the nine months ended September 27, 2025 and September 28, 2024, respectively, related to restricted stock units granted under the 2022 Plan to the Company’s employees, as the effect of their inclusion would have been anti-dilutive.

NOTE 6 - INCOME TAXES

The Company’s quarterly benefit (provision) for income taxes and the estimates of its annual effective tax rate, are subject to fluctuation due to several factors, principally including variability in overall pre-tax income and the mix of tax paying components to which such income relates.

The income tax benefit (provision) included in these condensed consolidated financial statements has been calculated using the separate return method, as if the Company had filed its own tax returns.

Net operating losses generated by the Company that have been utilized as part of the Parent’s consolidated income tax return filings but have not been utilized by the Company under the separate return method approach, have been reflected in these condensed consolidated financial statements because the Company will recognize a benefit for the separate return method net operating losses when determined to be realizable, whether as a deduction against current taxable income in future periods or upon recognition of associated deferred tax assets based on valuation allowance assessments.

As the Company has jurisdictions that have sustained recent losses based on the separate return method, a valuation allowance is required for deferred tax assets for which no benefit can be currently realized.

Provision for income tax in the six months ended June 28, 2025 was $ 9 million compared to a provision of $ 2 million in the six months ended June 29, 2024.

The provision for income tax in the three months ended June 28, 2025, was $ 6 million compared to a provision of $ 5 million in the three months ended June 29, 2024.

In both periods, the change is mainly related to a lower loss before income taxes.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Prior to the Tax Deconsolidation, the income tax benefit (provision) included in these condensed consolidated financial statements had been calculated using the separate return method, as if the Company had filed its own tax returns.

Following the Tax Deconsolidation, Mobileye becomes a standalone taxpayer from a U.S.

federal and applicable state income tax perspective for the period starting July 12, 2025.

As such, the Company now calculates and report its U.S.

federal and applicable state income tax liabilities as a standalone taxpayer.

Additionally, the Tax Deconsolidation results in an adjustment to the Company’s deferred income tax assets and liabilities, primarily with respect to its net operating losses, reflecting attributes that the Company will retain as a result of its status as a standalone taxpayer.

Most of the net operating losses were utilized by the Company’s Parent on its historic income tax returns.

These deferred adjustments are offset with a change in deferred tax asset valuation allowance.

As the Company has jurisdictions that have sustained recent losses, the historical valuation allowance position is maintained on net deferred tax assets for which no benefit can be currently realized.

Provision for income tax in the nine months ended September 27, 2025 was $ 13 million compared to a benefit for income tax of $ 76 million in the nine months ended September 28, 2024.

The provision for income tax in the three months ended September 27, 2025, was $ 4 million compared to a benefit for income tax of $ 78 million in the three months ended September 28, 2024.

In both periods, the change is mainly due to the deferred tax effect of $ 82 million attributed to goodwill impairment of the Mobileye reporting unit which was recognized in the prior year period.

NOTE 7 - RELATED PARTY TRANSACTIONS

1 unchanged sentence

For further description of the arrangements refer to Note 9 of the notes to the consolidated financial statements for the year ended December 28, 2024.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Stock Compensation Recharge Agreement

The Company entered into a stock compensation recharge agreement with Intel, which requires the Company to reimburse Intel for certain amounts, net of any related withholding tax, relating to the value of share-based compensation provided to the Company’s employees for RSUs or stock options exercisable in Intel stock.

The reimbursement amounts recorded as an adjustment to additional paid-in capital in the condensed consolidated statement of changes in equity were $ 3 million and $ 20 million for the three months ended June 28, 2025 and June 29, 2024, respectively, and $ 4 million and $ 25 million for the six months ended June 28, 2025 and June 29, 2024, respectively.

The reimbursement amounts recorded as an adjustment to additional paid-in capital in the condensed consolidated statement of changes in equity were $ 2 million and $ 5 million for the three months ended September 27, 2025 and September 28, 2024, respectively, and $ 6 million and $ 30 million for the nine months ended September 27, 2025 and September 28, 2024, respectively.

Lease agreements

1 unchanged sentence

The costs are included in the condensed consolidated statements of operations and comprehensive income (loss) primarily on a specific and direct attribution basis.

The leasing costs for the three months ended June 28, 2025 and June 29, 2024, were $ 0.6 million and $ 0.6 million, respectively, and $ 1.3 million and $ 1.2 million for the six months ended June 28, 2025 and June 29, 2024, respectively.

The leasing costs for the three months ended September 27, 2025 and September 28, 2024, were $ 0.6 million and $ 0.9 million, respectively, and $ 1.9 million and $ 2.1 million for the nine months ended September 27, 2025 and September 28, 2024, respectively.

Other services to a related party

The Company reimbursed its Chief Executive Officer for reasonable travel related expenses incurred while conducting business on behalf of the Company as well as paid for certain security related costs.

Travel-related reimbursements and security-related costs totaled $ 0.2 million and $ 0.6 million for the three months ended June 28, 2025 and June 29, 2024, respectively, and $ 1.3 million and $ 1.3 million for the six months ended June 28, 2025 and June 29, 2024, respectively.

Travel-related reimbursements and security-related costs totaled $ 0.8 million and $ 0.6 million for the three months ended September 27, 2025 and September 28, 2024, respectively, and $ 2.1 million and $ 1.9 million for the nine months ended September 27, 2025 and September 28, 2024, respectively.

Administrative Services Agreement

1 unchanged sentence

The Company pays fees to Intel for the services rendered based on pricing per service agreed between the Company and Intel.

The costs incurred under this agreement for the three months ended June 28, 2025 and June 29, 2024 were $ 0.4 million and $ 0.2 million, respectively, and $ 1.3 million and $ 1.7 million for the six months ended June 28, 2025 and June 29, 2024, respectively.

The costs incurred under this agreement for the three months ended September 27, 2025 and September 28, 2024 were $ 0.5 million and $ 0.6 million, respectively, and $ 1.8 million and $ 2.3 million for the nine months ended September 27, 2025 and September 28, 2024, respectively.

Technology and Services Agreement

2 unchanged sentences

Pursuant to the Technology and Services Agreement, the Company and Intel will agree to statements of work with additional terms for Technology Projects.

The amounts incurred under this agreement for the three months ended June 28, 2025 and June 29, 2024 were $ 0.6 million and $ 1.1 million, respectively, and $ 1.1 million and $ 2.2 million for the six months ended June 28, 2025 and June 29, 2024, respectively.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The amounts incurred under this agreement for the three months ended September 27, 2025 and September 28, 2024 were $ 0.6 million and $ 1.1 million, respectively, and $ 1.7 million and $ 3.3 million for the nine months ended September 27, 2025 and September 28, 2024, respectively.

Tax Sharing Agreement

The Tax Sharing Agreement establishes the respective rights, responsibilities and obligations of the Company and Intel after the completion of the Mobileye IPO with respect to tax matters, including the amount of cash the Company will pay to Intel for its share of the tax liability owed on the consolidated filings in which the Company or any of the Company’s subsidiaries are included, including audit or other tax proceedings.

On August 14, 2024, Mobileye and Intel entered into an Amended and Restated Tax Sharing Agreement, which incorporated certain clarifying amendments into the original Tax Sharing Agreement.

As of June 28, 2025 and December 28, 2024, the related party payable to Intel, pursuant to the Tax Sharing Agreement were $ 0 million and $ 3 million, respectively.

On August 14, 2024, Mobileye and Intel entered into an Amended and Restated Tax Sharing Agreement,

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

which incorporated certain clarifying amendments into the original Tax Sharing Agreement.

As a result of the Tax Deconsolidation, starting July 12, 2025, the computation of cash payable between the Company and Intel, under the Amended and Restated Tax Sharing Agreement, is no longer applicable with respect to U.S.

federal income taxes.

However, other obligations of the parties under the Amended and Restated Tax Sharing Agreement remain in effect.

As of September 27, 2025 and December 28, 2024, the related party payable to Intel, pursuant to the Tax Sharing Agreement were $ 0 million and $ 3 million, respectively.

NOTE 8 - IDENTIFIED INTANGIBLE ASSETS

June 28, 2025

September 27, 2025

December 28, 2024

4 unchanged sentences

Three Months Ended

Six months ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

dollars in millions

2 unchanged sentences

Total amortization expenses

During the six months ended June 28, 2025, the Company derecognized the cost and accumulated depreciation of fully depreciated intangible assets in the amount of $ 9 million.

During the nine months ended September 27, 2025, the Company derecognized the cost and accumulated depreciation of fully depreciated intangible assets in the amount of $ 9 million.

The Company expects future amortization expenses for the next five years and thereafter to be as follows:

10 unchanged sentences

The CODM uses segment performance to allocate resources to segments in the annual budget and forecasting process and also uses that measure to assess the segment performance.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Segment performance is the operating income (loss) reported excluding the amortization of acquisition-related intangible assets, share-based compensation expense and impairment of goodwill.

Starting in 2025, the measure of segment performance used by the CODM changed and as a result, the Company’s segment performance measure was updated to also exclude share-based compensation expenses (that were previously included in segment performance).

The change aligns with segment information that is now regularly provided to the CODM and reflects how the CODM assesses segment performance and makes strategic decisions about the business.

The change aligns with segment information that is now regularly

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

provided to the CODM and reflects how the CODM assesses segment performance and makes strategic decisions about the business.

Prior period amounts have been recast as a result of the change in segment measure.

2 unchanged sentences

The following are segment results for each period as follows:

Three months ended June 28, 2025

Three Months Ended September 27, 2025

dollars in millions

9 unchanged sentences

Depreciation of property and equipment

Three months ended June 29, 2024

Three Months Ended September 28, 2024

dollars in millions

6 unchanged sentences

Share-based compensation

Goodwill impairment

Financial income (expense), net

1 unchanged sentence

Depreciation of property and equipment

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six months ended June 28, 2025

Nine Months Ended September 27, 2025

dollars in millions

9 unchanged sentences

Depreciation of property and equipment

Six months ended June 29, 2024

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Nine Months Ended September 28, 2024

dollars in millions

6 unchanged sentences

Share-based compensation

Goodwill impairment

Financial income (expense), net

3 unchanged sentences

Three Months Ended

Six months ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

dollars in millions

2 unchanged sentences

Rest of World

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

We generate the majority of our revenue from the sale of our EyeQ TM SoCs to OEMs primarily through sales to Tier 1 automotive suppliers.

EyeQ TM SoC sales represented approximately 92 % and 86 % of our revenue for each of the three months ended June 28, 2025 and June 29, 2024, respectively, and 93 % and 81 % of our revenue for each of the six months ended June 28, 2025 and June 29, 2024, respectively.

EyeQ TM SoC sales represented approximately 89 % and 86 % of our revenue for each of the three months ended September 27, 2025 and September 28, 2024, respectively, and 91 % and 83 % of our revenue for each of the nine months ended September 27, 2025 and September 28, 2024, respectively.

Major Customers

1 unchanged sentence

Three Months Ended

Six months ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

Percent of total revenues:

*Less than 10%

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accounts receivable balances of major customers that amount to 10% or more of total accounts receivable balance:

September 27,

Percent of total accounts receivables balance:

*Less than 10%

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - INVESTMENTS

6 unchanged sentences

dollars in millions

June 28, 2025

September 27, 2025

Cash and cash

5 unchanged sentences

Money market funds

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

dollars in millions

12 unchanged sentences

The Company no longer has an obligation to purchase additional preferred stock pursuant to the terms of the applicable preferred stock investment agreements.

In July 2025, the privately held company entered into an agreement and plan of merger, pursuant to which a buyer has agreed to acquire the privately held company and merge the foregoing with a wholly-owned subsidiary of the buyer, subject to satisfaction by the parties of certain closing conditions.

The amount of consideration the Company will receive for its shares of preferred stock will be approximately $ 10 million at closing of the merger and may increase subject to the release of additional consideration held in escrow pursuant to the terms of the agreement and plan of merger.

In connection with the agreement and plan of merger, the Company entered into an amendment of certain preferred stock investment agreements pursuant to which the Company has the option but not the obligation, to purchase additional preferred stock prior to the closing of the agreement and plan of merger.

The investment does not provide the Company the ability to control or have significant influence over the operations of the privately held company.

In July 2025, the privately held company entered into an agreement and plan of merger, pursuant to which a buyer agreed to acquire the privately held company and merge the foregoing with a wholly-owned subsidiary of the buyer, subject to satisfaction by the parties of certain closing conditions.

Upon closing of the merger in August 2025, the Company received consideration in the amount of $ 10.3 million for its shares of preferred stock.

The Company may receive additional consideration, subject to the release of additional amounts held in escrow pursuant to the terms of the agreement and plan of merger.

In connection with the agreement and plan of merger, the Company entered into an amendment of certain preferred stock investment agreements pursuant to which the Company had the option but not the obligation, to purchase additional preferred stock prior to the closing of the agreement and plan of merger.

With the closing of the merger, the Company no longer has this option.

The investment did not provide the Company the ability to control or have significant influence over the operations of the privately held company.

We have accounted for the investment using the measurement alternative because the securities are not publicly traded and do not have a readily determinable fair value.

Under the measurement alternative, the equity investment is initially recorded at its cost, but the carrying value may be adjusted through earnings upon an impairment or when there is an observable price change involving the same or a similar investment with the same issuer.

As of June 28, 2025 and December 28, 2024, we recorded $ 10 million for our investment as other long-term assets.

There was no impairment or other change to the value of the investment as of June 28, 2025 and December 28, 2024.

Upon closing of the merger and the sale of our investment, the Company recognized financing income of $ 0.3 million.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - CONTINGENCIES

13 unchanged sentences

On July 11, 2025, the lead plaintiff filed a brief in support of their appeal.

On August 15, 2025, Mobileye and the named defendants filed their opposition brief, and on September 5, 2025, the appellants filed their reply brief in further support of the appeal.

We intend to defend the matter vigorously.

No provision was recorded in the condensed consolidated financial statements as of June 28, 2025.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

No provision was recorded in the condensed consolidated financial statements as of September 27, 2025.

Derivative Action - U.S.

12 unchanged sentences

In the event the plaintiffs refile this lawsuit, we intend to continue defending the matter vigorously.

No provision was recorded in the condensed consolidated financial statements as of June 28, 2025.

No provision was recorded in the condensed consolidated financial statements as of September 27, 2025.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Derivative Action - State of Delaware

5 unchanged sentences

The complaint seeks unspecified damages and other relief.

On September 8, 2025, Mobileye, Intel Corporation and the named director defendants filed a motion to dismiss the complaint.

We intend to defend the matter vigorously.

No provision was recorded in the condensed consolidated financial statements as of June 28, 2025.

No provision was recorded in the condensed consolidated financial statements as of September 27, 2025.

Patent Litigation

18 unchanged sentences

We intend to defend the matter vigorously.

No provision was recorded in the condensed consolidated financial statements as of June 28, 2025.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

No provision was recorded in the condensed consolidated financial statements as of September 27, 2025.

NOTE 12 - SUBSEQUENT EVENTS

Share - based compensation

In July 2025, the Company’s compensation committee approved the issuance of restricted stock units to be issued under our 2022 Plan.

In October 2025, the Company’s compensation committee approved the issuance of restricted stock units to be issued under our 2022 Plan.

The total aggregate fair value of RSUs granted was $ 15.1 million, which consisted of 1,060 thousand RSUs, which will vest over a service period of three years .

Secondary Offering.

Share Repurchase, Option and Conversion

The Secondary Offering closed on July 11, 2025.

The aggregate consideration paid by the Company for the Share Repurchase was $ 100 million and is subject to a nondeductible excise tax of 1 % pursuant to the Inflation Reduction Act of 2022.

Upon closing of the Share Repurchase, the Company cancelled and retired the 6,231,985 shares of Class A common stock acquired pursuant to the Share Repurchase.

The shares issued to Intel pursuant to the Conversion were issued pursuant to an exemption from registration pursuant to Section 3(a)(9) of the U.S.

Securities Act of 1933.

The Company received no proceeds from issuance of shares in the Conversion.

The Company paid the costs associated with the registration of shares in connection with the Secondary Offering and Option, other than underwriting discounts, fees and commissions.

Upon completion of the Secondary Offering, Share Repurchase, Option and Conversion and as of July 15, 2025, Intel continues to directly or indirectly hold all of the Class B common stock of Mobileye as well as 50,000,000 shares of Class A common stock, which together represent approximately 79.6 % of our outstanding common stock and 97.3 % of the voting power of our common stock.

As a result of the Secondary Offering, Share Repurchase, Option and Conversion, the Company anticipates that from a U.S.

income tax perspective, Intel may no longer hold a sufficient percentage of the Company’s issued and outstanding common stock, which may result in the deconsolidation of the Company from Intel’s U.S.

domestic income tax return.

The Company is evaluating the potential impact that such a deconsolidation may have on its future consolidated financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements