What changed in this filing

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Item 1A. Risk Factors

2026-02-12 compared with 2025-02-13 · 152 added, 83 removed, 759 unchanged (24% of the section changed)

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● We depend on a limited number of Tier 1 customers and OEMs for a substantial portion of our revenue, and the loss of, or a significant reduction in sales to, one or more of our major Tier 1 customers and/or the discontinued incorporation of our solutions by one or more major OEMs in their vehicle models would adversely affect our business, results of operations, and financial condition.

● We may face increased competition surrounding the development of our next generation chips from OEMs and emerging chip manufacturers entering the market.

● We are highly dependent on the services of Professor Amnon Shashua, our President and Chief Executive Officer.

● If we are unable to attract, retain, and motivate key employees, then our business, results of operations, and financial condition would be adversely affected.

● We face integration risks and costs associated with companies, assets, employees, products, and technologies that we have or that we may acquire.

● We face regulatory and integration risks and costs associated with companies, assets, employees, products, and technologies that we have or that we may acquire, including our acquisition of Mentee Robotics.

● Interruptions to our information technology systems and networks and cybersecurity incidents could adversely affect our business, results of operations, and financial condition.

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● Our business, results of operations, and financial condition may be adversely affected by changes in automotive safety regulations or concerns that drive regulations that could increase our costs or delay or halt adoption of our solutions.

● The dual class structure of our common stock has the effect of concentrating voting control with Intel, and Intel will beneficially own shares of our Class B common stock, representing a majority of the shares of our common stock and approximately 98.6% of the voting power of our outstanding common stock as of December 28, 2024.

● The dual class structure of our common stock has the effect of concentrating voting control with Intel, and Intel beneficially owns 50,000,000 shares of our Class A common stock and all of the outstanding shares of our Class B common stock, representing approximately 79.5% of our outstanding common stock and approximately 97.3% of the voting power of our outstanding common stock as of December 27, 2025.

This will limit or preclude your ability to influence corporate matters.

● We may have conflicts of interest with Intel, and because of (i) certain provisions in our amended and restated certificate of incorporation relating to related person transactions and corporate opportunities, (ii) agreements we entered into with Intel in connection with the Mobileye IPO, and (iii) Intel’s controlling beneficial ownership interest in our company, we may not be able to resolve such conflicts on terms favorable to us.

● Conditions in Israel affect our operations and may limit our ability to produce and sell our solutions.

connection with the Mobileye IPO, and (iii) Intel’s controlling beneficial ownership interest in our company, we may not be able to resolve such conflicts on terms favorable to us.

● Conditions in Israel and in the surrounding region affect our operations and may limit our ability to produce and sell our solutions.

● Our operations may be disrupted by the obligations of personnel to perform military service as a result of current or future military actions involving Israel.

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We invest significantly in research and development, and to the extent our research and development efforts are unsuccessful, our competitive position would be negatively impacted and our business, results of operations, and financial condition would be adversely affected.

To compete successfully, we must maintain successful research and development efforts, develop new solutions, and improve our existing solutions, all ahead of competitors.

We are focusing our research and development efforts across several key emerging technologies, including computer vision, Compound AI and other AI technologies, software-defined imaging radar, the True Redundancy ™ sensor fusion architecture, the REM ™ mapping technology and our RSS model, and our Mobileye Surround ADAS ™ , Mobileye SuperVision ™ , Mobileye Chauffeur ™ and Mobileye Drive ™ systems.

To compete successfully, we must maintain successful research and development efforts (including the design and development of next-generation EyeQ™ SoCs), develop and commercialize new solutions, and improve our existing solutions, all ahead of competitors.

We are focusing our research and development efforts across several key emerging technologies, including computer vision, Compound AI and other AI technologies, the development of next-generation EyeQ™ SoCs, software-defined imaging radar, the True Redundancy™ sensor fusion architecture, the REM™ mapping technology and our RSS model, and our Mobileye Surround ADAS™, Mobileye SuperVision™, Mobileye Chauffeur™ and Mobileye Drive™ systems.

Further, with the acquisition of Mentee Robotics, we will also focus our research and development efforts on the development of humanoid robotics, including AI technologies in connection therewith.

These are ambitious initiatives, and we cannot guarantee that all of these efforts will deliver the benefits we anticipate or be homologated as expected.

We must make research and development investments based on our views of the most promising approaches to address future customer needs in rapidly evolving markets, and we cannot be certain that we will target out research and development investments appropriately, or correctly anticipate the manner in which these markets will evolve.

To the extent our research and development efforts do not produce timely improvements in utility, accuracy, safety, cost and operational efficiency, our competitive position will be harmed.

We must make research and development investments based on our views of the most promising approaches to address future customer needs in rapidly evolving markets, and we cannot be certain that we will target our research and development investments appropriately or correctly anticipate the manner in which these markets will evolve.

To the extent our research and development efforts do not produce timely improvements in utility, accuracy, safety, cost and operational efficiency (for example, our ability to deploy Mobileye Drive™ in vehicles without safety drivers in accordance with our expected schedule), our competitive position will be harmed.

We do not expect all of our research and development investments to be successful.

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We operate in a highly competitive market.

The ADAS and autonomous driving industries are highly competitive, and we expect they will become even more competitive in the future.

The ADAS and autonomous driving industries as well as the emergent humanoid robotics industry, are highly competitive, and we expect they will become even more competitive in the future.

Our future success will depend on, among other things, our ability to continue developing superior advanced technology to remain competitive with our existing and any new competitors.

Competition is based on, among other things, cost efficiency, reliability, the ability to develop and deploy increasingly complex technologies that provide for vehicle, passenger, and pedestrian safety in compliance with existing and future regulations, the ability to gather or access large validation datasets in order to train the required software and to continuously harvest new data in real-time, the ability to cost-effectively deploy hardware, the ability to integrate technologies and hardware with overall vehicle design and production, adoption by OEMs, and the ability to develop and maintain strategic relationships with other participants in the automotive industry.

A significant and growing number of established and new technology companies and automobile manufacturers have entered, or are reported to have plans to enter, the market for ADAS and autonomous driving solutions.

For example, certain of our competitors have announced that they are operating autonomous robotaxis.

For example, certain of our competitors have announced that they are operating or developing autonomous robotaxis and/or humanoid robots.

Some of our competitors have significantly greater or better-established resources than we do to devote to the design, development, manufacturing, distribution, promotion, sale, and support of their products.

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In the autonomous driving market, including AMaaS and consumer AV, we face competition from technology companies, internal development teams from the automakers themselves, sometimes in combination with investments in early-stage autonomous vehicle technology companies, Tier 1 automotive suppliers, and robotaxi providers.

AMaaS competitors include Cruise, Motional, Waymo, and Zoox in the United States and Europe and Auto X, Baidu, Deeproute.ai, Didi Chuxing, Momenta, and WeRide in China.

AMaaS competitors include Cruise, Tesla, Motional, Waymo, NVIDIA, Yandex and Zoox in the United States and Europe and Auto X, Baidu, Deeproute.ai, Didi Chuxing, Momenta, Pony.ai and WeRide in China.

Consumer AV competitors include Sony, and Tesla, who are developing self-driving vehicles for consumers.

Further, we face competition regarding the development of our Next Generation EyeQ™ chips from emerging chip manufacturers in markets such as China and our OEMs entering into the chip manufacturing space.

Competition in the humanoid and Physical AI robotics market is intense and rapidly evolving, with a growing number of well-capitalized companies developing general-purpose bipedal robots and related autonomy stacks for industrial and warehouse use.

Mobileye and Mentee face competition from other humanoid robotics developers such as Tesla, Figure AI, Sanctuary AI, PAL Robotics, Agility Robotics and Boston Dynamics (of which HKMC holds an 80% beneficial ownership interest), as well as additional emerging players (including a number of Chinese robotics companies) seeking to commercialize similar capabilities.

Moovit competes against urban mobility applications and MaaS solutions, which provide transportation services and navigation data to consumers.

Moovit’s free and subscription-based application competition includes Alphabet, Apple, Citymapper and Transit.

Moovit’s application also competes with local urban and inter-city ticketing service providers that provide purchase and ticketing of public transit and mobilityservices on their own platform.

Moovit’s application also competes with local urban and inter-city ticketing service providers that provide purchase and ticketing of public transit and mobility services on their own platform.

See “Item 1.Business — Our Competition.”

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However, in the event of a reoccurrence of supply chain constraints, and subject to the duration and severity thereof, we may be required to operate with minimal or no inventory of EyeQ™ SoCs or ECUs (including for Mobileye SuperVision™, Mobileye Chauffeur™, and Mobileye Drive™) on hand.

As a result, we are substantially reliant on timely shipments of EyeQ ™ SoCs from STMicroelectronics and ECUs from Quanta Computer (or other suppliers) to fulfill customer orders and if such a shortfall of chips or ECUs were to occur, we may be unable to offset future supply constraints through the use of inventory on hand.

As a result, we are substantially reliant on timely shipments of EyeQ™ SoCs from STMicroelectronics (or other suppliers) and ECUs from Quanta Computer (or other suppliers) to fulfill customer orders and if such a shortfall of chips or ECUs were to occur, we may be unable to offset future supply constraints through the use of inventory on hand.

Since our EyeQ™ SoC is the core of our ADAS and autonomous driving solutions, continued, acute shortages in the supply of sufficient EyeQ™ SoCs to meet our production needs would impair our ability to meet our customers’ requirements in a timely manner, and would affect our business, results of operations, and financial condition potentially in an adverse manner.

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Further, we are vulnerable to the risk that STMicroelectronics may be unable to meet demand for our EyeQ™ SoCs or cease operations altogether.

Moreover, certain critical manufacturing steps for EyeQ ™ SoCs, including wafer fabrication and advanced packaging, are performed by a limited number of suppliers, including Taiwan Semiconductor Manufacturing Company Limited (“TSMC”).

Moreover, certain critical manufacturing steps for EyeQ™ SoCs, including wafer fabrication and advanced packaging, are performed by a limited number of suppliers, including TSMC.

Any interruptions or delays in these manufacturing steps due to capacity constraints, equipment failures or geopolitical issues could significantly affect STMicroelectronics’s ability to manufacture and deliver EyeQ™ SoCs on time, impacting our operations and customer relationships.

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In addition, the semiconductor industry has previously experienced widespread shortages of substrates.

See “— We have previously experienced constraints in the supply of our EyeQ™ SoCs as the result of the global semiconductor shortage during 2021 and 2022, and future shortages in the supply of our EyeQ™ SoCs or other critical parts would adversely affect our business, results of operations, and financial condition” and “— We depend on STMicroelectronics to manufacture our EyeQ™ SoCs.” Further, in 2025 and in 2026 the global AI industry has generated increased demand for semiconductor components across multiple industries, including components necessary for the production of our solutions, such as EyeQ™ SoCs and ECUs for Mobileye SuperVision™, Mobileye Chauffeur™ and Mobileye Drive™.

This new demand has resulted in and may continue to result in shortages of components necessary for our solutions, substantial increases in prices for such components and suppliers requiring us to increase lead times and purchase greater quantities of such components in advance in order to secure sufficient supply.

Such shortages of components, as well as the increases in pricing, order requirements and lead times, has and may continue to impact our ability to supply solutions to our customers in order to meet demand as well as impact OEMs’ ability to purchase our solutions.

Finding and qualifying alternate or additional suppliers and vendors is often a lengthy process and can lead to production delays, interruptions to our services, or additional costs, and such alternatives are sometimes not available at all.

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As a result of the global semiconductor shortage in 2021 and 2022 as well as inflationary pressures, we have experienced and may experience in the future increases in the cost of our EyeQ™ SoCs.

We have adjusted, and continue to seek to adjust, the prices charged to our customers to offset these cost increases, but anticipate that, despite such price increases, our percentage gross margin may decrease, at least in the short term, as a result of these cost increases.

For example, the AI industry has generated significant demand for components necessary for the production of our solutions and has resulted in shortages, excess lead times and increases in the prices of components.

See “— We face additional supply chain risks and risks of interruption of requisite services, including, as a result of our reliance on a single supplier or limited suppliers and vendors, for certain components, equipment, and services.” We have adjusted, and continue to seek to adjust, the prices charged to our customers to offset these cost increases, but anticipate that, despite such price increases, our percentage gross margin may decrease, at least in the short term, as a result of these cost increases.

Competitive and market pressures limit our ability to recover increases in costs through increases in prices we charge to our customers, and, even where we are able to achieve price increases that would offset such increased costs, in some cases there may be a delay before we are able to do so.

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Our business may suffer from claims or incur losses relating to, among other things, actual or alleged defects in our solutions, or if our solutions actually or allegedly fail to perform as expected, and publicity related to these claims could harm our reputation and decrease demand for our solutions or increase regulatory scrutiny of our solutions.

Our software and hardware, including our EyeQ ™ SoCs and AI technologies, are complex and, from time to time, have had, and could have or could be alleged to have, defects in design or manufacturing, inadequate, inaccurate, biased or otherwise flawed data or algorithms used to train certain AI technologies, security vulnerabilities or other errors, failures, or other issues of not functioning in accordance with their specifications or as expected.

Our software and hardware, including our EyeQ™ SoCs, AI technologies and Mentee Robotics’s humanoid robot systems, are complex and, from time to time, have had, and could have or could be alleged to have, defects in design or manufacturing, inadequate, inaccurate, biased or otherwise flawed data or algorithms used to train certain AI technologies, security vulnerabilities or other errors, failures, or other issues of not functioning in accordance with their specifications or as expected.

Some errors or defects in our solutions have been, and could be, initially undetected and only discovered after they have been tested, commercialized, and deployed by customers.

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There also remains significant uncertainty in the legal implications to providers of emerging ADAS and autonomous driving technologies of traffic collisions or other accidents involving such technologies, particularly given variations in legal and regulatory regimes that are emerging in different jurisdictions, and we may become liable for losses that exceed the current industry norms as the regulatory and legal landscape develops.

In addition, because ADAS and autonomous driving technologies rely on products and services provided by third parties, there is the potential that the failure of such third-party products or services that affect the performance of EyeQ ™ SoCs, notwithstanding the absence of any defect in design or manufacture or other failure in EyeQ ™ SoCs themselves, could result in additional claims being made against us.

In addition, because ADAS and autonomous driving technologies rely on products and services provided by third parties, there is the potential that the failure of such third-party products or

services that affect the performance of EyeQ™ SoCs, notwithstanding the absence of any defect in design or manufacture or other failure in EyeQ™ SoCs themselves, could result in additional claims being made against us.

In addition, humanoid robotics is an emerging industry and the types of legal claims brought against us, if any, may be complex and unprecedented.

We may be required to incur significant costs and resources related to any litigation related to the use of humanoid robot systems as we continue the development and deployment of technologies.

Publicity regarding claims involving our solutions can also have an adverse effect on our reputation and the reputation for ADAS and autonomous driving solutions, which could decrease consumer demand for vehicles incorporating these technologies.

Further, enhanced publicity surrounding such claims may also increase the regulatory scrutiny of our platforms, which could have a material adverse effect on our ability to complete our business plans.

We invest significant effort and money seeking OEM selection of our solutions, and there can be no assurance that these efforts will result in the selection of our solutions for use in production models.

We invest significant effort and money seeking OEM selection of our ADAS and autonomous driving solutions, and there can be no assurance that these efforts will result in the selection of our solutions for use in production models.

If we fail to achieve a design win after incurring substantial expenditures in these efforts, our future business, results of operations, and financial condition would be adversely affected.

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We estimate that our customers used the vast majority of this excess, accrued inventory in 2024 in accordance with our expectations, but there is no guarantee that orders will remain normalized or that our customers won’t build up excess inventory in the future.

In addition, the AI industry has generated significant demand for components necessary for the production of our solutions.

Such component shortages and resulting price increases may cause our Tier 1 customers and OEM customers to increase their orders for our solutions to counteract any impact such component shortages may have on our ability to meet demand.

As a result, some demand for our solutions and the corresponding revenue from these customers may be shifted to earlier time periods than otherwise would have occurred absent such shortages.

We depend on a limited number of Tier 1 customers and OEMs for a substantial portion of our revenue, and the loss of, or a significant reduction in sales to, one or more of our major Tier 1 customers and/or the discontinued incorporation of our solutions by one or more major OEMs in their vehicle models would adversely affect our business, results of operations, and financial condition.

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The loss of one or more key Tier 1 customers, a reduction in sales to any key Tier 1 customer, the discontinued or decreased incorporation of our solutions by a key OEM, or our inability to attract new significant Tier 1 customers and OEMs would negatively impact our revenue and adversely affect our business, results of operations, and financial condition.

The success of our AMaaS solutions will depend on their effective deployment and operation by third parties.

The success of our AMaaS directed solutions will depend on our customers and partners, such as transportation network companies, effectively deploying and operating our solution in the future, and their failure to do so may result from factors outside our control.

The success of our AMaaS and robotaxi solutions will depend on their effective deployment and operation by third parties, and may be adversely affected by regulatory developments, safety incidents, negative media coverage or public perception.

Our AMaaS and robotaxi strategy is primarily focused on enabling third parties, such as vehicle manufacturers, fleet operators, transportation network companies and other mobility service providers to deploy and operate autonomous vehicles using our technology, including Mobileye Drive™.

As a result, the success of our AMaaS directed solutions will depend significantly on the ability and willingness of these third parties to integrate our technology into their vehicles and platforms, make substantial upfront and ongoing investments, obtain and maintain regulatory approvals, deploy and operate fleets safely and reliably, and achieve sufficient utilization and consumer acceptance.

Many of these factors are outside of our control, and any failure, delay or change in strategy by our partners could limit the scale, timing or commercial viability of robotaxi deployments and adversely affect our business, results of operations and financial condition.

We are collaborating with various business-to-business and business-to-consumer channels for the purpose of deploying Mobileye Drive™.

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Any failures by third parties to effectively deploy and operate our AMaaS solutions, or the termination of our relationships with any such third parties, would adversely affect our business, results of operations, and financial condition.

Our reliance on third-party partners for robotaxi deployments exposes us to risks associated with complex and evolving commercial relationships, including disagreements regarding deployment schedules, operational responsibilities, economics, branding, data access and use, liability allocation, and the allocation of costs associated with vehicle hardware, software updates, maintenance and fleet operations.

Our partners may also face their own operational, financial or strategic challenges, may decide to delay, reduce or discontinue their autonomous mobility programs, may pursue competing technologies or in-house solutions, or may exit certain markets or geographies, any of which could adversely affect demand for our technology and our ability to achieve anticipated benefits from our AMaaS and robotaxi initiatives.

Robotaxi services represent a particularly demanding application of autonomous driving technology and are subject to heightened technological, safety, regulatory and operational risks compared to driver-assistance or consumer autonomous driving applications.

Autonomous vehicles intended for driverless commercial operation must function reliably across diverse and complex real-world conditions, including dense urban environments, variable weather, unpredictable behavior by other road users and rare or novel edge cases.

Any real or perceived failure of vehicles incorporating our technology to operate safely could result in accidents, injuries or fatalities, increased regulatory scrutiny, litigation, reputational harm, reduced consumer acceptance and reluctance by partners or regulators to approve or expand robotaxi deployments.

In addition, the success of our robotaxi platform and future autonomous mobility products may be significantly influenced by media coverage, public commentary and public perception regarding autonomous driving technologies generally, and robotaxi services in particular.

Media coverage of accidents, system failures, regulatory actions or other events involving autonomous vehicles, whether or not such events involve our technology or accurately reflect its performance, may disproportionately influence public opinion, regulatory attitudes and the willingness of consumers, fleet operators and transportation network companies and other mobility service providers to adopt or expand robotaxi services.

Negative or inaccurate media coverage, heightened scrutiny by regulators or policymakers, or shifts in public sentiment regarding the safety or reliability of autonomous vehicles could adversely affect demand for our products, delay commercialization efforts and impair the long-term adoption of our autonomous mobility solutions.

Robotaxi services are also subject to evolving, fragmented and jurisdiction-specific regulatory regimes governing autonomous vehicle testing and deployment, commercial transportation services, data privacy, cybersecurity, insurance and ongoing reporting obligations.

Regulatory requirements may change over time, differ materially across jurisdictions and impose conditions that limit operational flexibility, increase costs or delay or prevent large-scale deployment.

There can be no assurance that the regulatory approvals required for the widespread commercialization of robotaxi services will be obtained on a timely basis, on commercially reasonable terms, or at all.

Developing RoadBook ™ depends on continued cooperation by OEMs.

The success of our Cloud-Enhanced ADAS ™ , Mobileye Surround ADAS ™ , Mobileye SuperVision ™ , Mobileye Chauffeur ™ and Mobileye Drive ™ systems requires significant amounts of fresh mapping data from series production vehicles around the world in order to develop RoadBook ™ .

The success of our Cloud-Enhanced ADAS TM , Mobileye Surround ADAS™, Mobileye SuperVision™, Mobileye Chauffeur™ and Mobileye Drive™ systems requires significant amounts of fresh mapping data from series production vehicles around the world in order to develop RoadBook™.

We currently have agreements in place that provide OEMs with economic benefits or technological advantages to provide us with data arriving from OEM series production vehicles, but there is no guarantee that we can keep such agreements in place or that OEMs will continue to cooperate with us.

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While Professor Shashua is highly active in our management and allocates a significant amount of time to our company, he does not devote his full time and attention to our company.

For example, Professor Shashua is also the Chairman and co-founder of AI21 Labs, which works to use AI to understand and create natural language, the Co-Chairman and co-founder of OrCam, which harnesses computer vision and AI to assist the visually and hearing impaired, the Founder of One Zero Digital Bank, an entirely digital independent bank being developed in Israel, the Chairman and co-founder of Mentee Robotics, which aims to build humanoid robots, and the Sachs Chair in Computer Science at the Hebrew University of Jerusalem, where he teaches and supervises graduate students.

For example, Professor Shashua is also the Chairman and co-founder of AI21 Labs, which works to use AI to understand and create natural language, the Co-Chairman and co-founder of OrCam, which harnesses computer vision and AI to assist the visually and hearing impaired, the Founder of One Zero Digital Bank, an entirely digital independent bank being developed in Israel, the Chairman and co-founder of Mentee Robotics, which Mobileye acquired on February 3, 2026, a co-founder, CEO and director of AA-I Technologies, which is developing AI super intelligence for scientific and research applications, and the Sachs Chair in Computer Science at the Hebrew University of Jerusalem, where he teaches and supervises graduate students.

Professor Shashua may also become involved in additional ventures from time to time.

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Changes in the interpretation and application of employment-related laws to our workforce practices may also result in increased operating costs and less flexibility in how we meet our changing workforce needs.

To help attract, retain, and motivate qualified employees, we intend to use employee incentives such as share-based awards.

To help attract, retain, and motivate qualified employees, we have previously used and intend to continue to use employee incentives such as share-based awards.

Our employee hiring and retention also depend on our ability to build and maintain a diverse and inclusive workplace culture and be viewed as an employer of choice.

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Moreover, sustained declines in our stock price can reduce the retention value of our share-based awards.

Further, with our acquisition of the Mentee business in the first quarter of 2026, we gained approximately 87 new employees, including employees important to the ongoing integration of the business and technologies.

We may have to spend additional resources to successfully integrate and retain such employees.

If we do not effectively hire, onboard, retain, and motivate key employees, then our business, results of operations, and financial condition would be adversely affected.

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Our management and senior leadership team has significant industry experience, and their knowledge and relationships would be difficult to replace.

Further, Professor Amnon Shashua, our President and Chief Executive Officer, and Professor Shai Shalev-Shwartz, our Chief Technology Officer, are both prominent in the computer science, AI and technology communities, especially in Israel.

Their service at Mobileye is an important contribution to our ability to attract, retain and motivate key talent.

Leadership changes may occur from time to time, and we cannot predict whether significant resignations will occur or whether we will be able to recruit qualified personnel.

In addition, the relationships and reputation that members of our management and key leadership have established and maintain with our Tier 1 customers and OEMs contribute to our ability to maintain strong relationships with key partners and to identify new business opportunities.

We face integration risks and costs associated with companies, assets, employees, products, and technologies that we have or that we may acquire.

We face integration risks and costs associated with companies, assets, employees, products, and technologies that we have or that we may acquire, including in respect of our acquisition of Mentee Robotics Ltd.

We have in the past and, if we are presented with appropriate opportunities, we may in the future acquire or make investments in complementary companies, assets, employees, products, and technologies.

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Any failure to successfully integrate other companies, assets, employees, products, or technologies that we have or may acquire will adversely affect our business, results of operations, and financial condition.

Furthermore, we may have to incur debt or issue equity securities to pay for any future acquisitions or investments, the issuance of which could be dilutive to our existing stockholder.

Furthermore, we may have to incur debt or issue equity securities to pay for any future acquisitions or investments, the issuance of which could be dilutive to our existing stockholders.

On February 3, 2026, we acquired 100% of the issued and outstanding stock of Mentee Robotics Ltd., a privately held Israeli company focused on humanoid robotics, in exchange for a purchase price consisting of cash and shares of Class A common stock.

We face risks, uncertainties and potential disruptions with the integration of Mentee Robotics and its personnel, technology and operations.

We may not realize the anticipated benefits of the acquisition, and our operating results and financial condition could be adversely affected.

Humanoid robotics represents a nascent and rapidly evolving market characterized by significant technological complexity, long development timelines, potentially high capital requirements, uncertain customer demand, and evolving regulatory and safety frameworks.

The commercialization of humanoid robotics remains subject to significant uncertainties, including regulatory approval across jurisdictions, public acceptance, safety performance, scalability and economic viability.

We may need to raise additional capital in the future, which may not be available on terms acceptable to us, or at all.

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● potential acquisitions of businesses and product lines;

● general economic conditions, including any remaining effects from the COVID-19 pandemic, inflation, rising interest rates, and international conflicts and their impact on the automotive industry in particular.

● general economic conditions, inflation, rising interest rates, and international conflicts and their impact on the automotive industry in particular.

If our capital requirements are materially different from those currently planned, we may need additional capital sooner than anticipated.

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If adequate funds are not available or are not available on acceptable terms, we may be unable to continue our operations as planned, develop or enhance our solutions, expand our sales and marketing programs, take advantage of future opportunities, or respond to competitive pressures.

We are affected by fluctuations in currency exchange rates, including those in connection with recent inflationary trends in the United States.

We are affected by fluctuations in currency exchange rates, including those in connection with prior inflationary trends in the United States.

We are exposed to adverse as well as beneficial movements in currency exchange rates.

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An increase in the value of the dollar will increase the real cost to our customers of our solutions in those markets outside the U.S.

where we sell in dollars, and a weakened dollar will increase the cost of expenses such as payroll, utilities, tax, marketing expenses, and capital expenditures.

where we sell in dollars.

A decrease in the value of the dollar will increase the dollar value of operating expenses denominated in New Israeli Shekels, including for example the majority of our payroll expenses, as well as some of our utilities and capital expenditures.

In 2024, the Company initiated a foreign currency cash flow hedging program, designed to hedge the Company’s foreign exchange rate risk resulting from its ILS payroll expenses, but there is no guarantee that volatility in exchange rates will not adversely affect our business, results of operations and financial condition.

Our historical financial information may not be representative of our results as an independent public company.

The historical financial information included in this Annual Report on Form 10-K may not necessarily reflect our results of operations, financial position, and cash flows in the future or what they would have been had we been a separate, stand-alone company during the years presented.

Our historical financial data presented in this report includes costs of our business, which may not, however, reflect the expenses we would have incurred as a stand-alone company for the years presented.

Actual costs that may have been incurred if we had operated as a stand-alone company would depend on a number of factors, including the chosen organizational structure, the outsourcing of certain functions, and other strategic decisions.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical financial statements and the accompanying notes included elsewhere in this report.

We are a holding company.

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Although we have established physical, logical, electronic, and organizational measures designed to safeguard and secure our systems to prevent a data breach or compromise, and to prevent damage to or downtime of our systems, and although we rely on commercially available systems, software, tools, and monitoring to provide security for our IT systems and the processing, transmission, and storage of digital information, we cannot guarantee that such measures will be adequate to detect, prevent, or mitigate cyber incidents.

The implementation, maintenance, segregation, and improvement of these measures requires significant management time, support, and cost.

The implementation, maintenance, and improvement of these measures requires significant management time, support, and cost.

Moreover, there are inherent risks associated with developing, improving, expanding, and updating current systems, including the disruption of our data management, procurement, production execution, finance, supply chain, and sales and service processes.

These risks may affect our ability to manage our data and inventory, procure parts or supplies, or produce, sell, deliver, and service our solutions, adequately protect our intellectual property, or achieve and maintain compliance with, or realize available benefits under, applicable laws, regulations, and contracts.

We cannot be sure that the IT systems upon which we rely, including those of our third-party vendors or suppliers, will be effectively implemented, maintained, or expanded as planned.

As third party and supply chain cybersecurity risks have become a heightened focus, we cannot be sure that the IT systems upon which we rely, including those of our third-party vendors or suppliers, will be effectively implemented, maintained, or expanded as planned.

While cyberattacks against our third-party vendors or suppliers have not materially adversely affected us to date, future cyberattacks on such third parties may cause significant disruptions and materially adversely affect our business, results of operations, and financial condition.

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Despite the implementation of preventative and detective security controls, our and such third parties’ IT systems are vulnerable to damage, shutdown, or interruption from a variety of sources, including telecommunications or network failures or interruptions, system malfunction, natural disasters, cyber-crime, terrorism, and war.

Additionally, our IT systems and products may be vulnerable to malicious acts by hackers, including through use of computer viruses, malware (including ransomware), phishing attacks, or denial of service attacks.

Additionally, our IT systems and products may be vulnerable to malicious acts by hackers, including through the use of AI and automation, which may increase the speed and effectiveness of attacks, and through the use of computer viruses, malware (including ransomware), phishing attacks, or denial of service attacks.

We regularly face attempts by others to gain unauthorized access, or to introduce malicious software, to our IT systems.

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Such incidents, whether or not successful, could result in our incurring significant costs related to, for example, rebuilding internal systems, writing down inventory value, implementing additional threat protection measures, providing modifications to our solutions, defending against litigation, responding to regulatory inquiries or actions, paying damages, providing customers with incentives to maintain the business relationship, or taking other remedial steps with respect to third parties, as well as reputational harm.

In addition, cybersecurity threats are constantly evolving, including through the use of AI, thereby increasing the difficulty of successfully defending against them or implementing adequate preventative measures.

Recent regulatory developments enhance cybersecurity disclosure and incident reporting requirements, and may increase the likelihood that cybersecurity incidents result in regulatory inquiries, reporting obligations, or enforcement actions.

In addition, cybersecurity threats are constantly evolving, including through the use of AI, thereby increasing the difficulty of successfully

defending against them or implementing adequate preventative measures.

As a result of and following the COVID-19 pandemic, remote work and remote access to our network and systems have increased significantly, which also increases our cybersecurity attack surface.

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Any unauthorized access to or control of vehicles incorporating our solutions or their systems could adversely impact the safety of those vehicles or outside such vehicles, or result in legal or regulatory claims or proceedings, liability, or regulatory penalties.

Moreover, current as well as new law, such as the data law in Massachusetts that permits third-party access to vehicle data and related systems, could expose our vehicle systems and vehicles incorporating our systems to third-party access without appropriate security measures in place, leading to new safety and security risks, and reducing trust and confidence in our solutions.

Moreover, existing as well as future laws and regulations that require or permit third-party access to vehicle data and related systems, such as the Massachusetts data access law and proposed federal “right to repair” legislation, including the U.S.

Repair Act, could expose our vehicle systems and vehicles incorporating our systems to third-party access without appropriate security measures in place, leading to new safety and security risks, and reducing trust and confidence in our solutions.

In addition, regardless of their accuracy, reports of unauthorized access to our solutions, their systems, or data, as well as other factors that may result in the perception that our solutions, their systems, or data are capable of being hacked, could harm our reputation, and adversely affect our business, results of operations, and financial condition.

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We may also be required to expend significant resources to investigate a potential data breach.

A major data breach or a major breach of our network security and systems may result in fines, penalties, and damages, harm our reputation, and adversely affect our business, results of operations, and financial condition.

A major data breach or a major breach of our network

security and systems may result in fines, penalties, and damages, harm our reputation, and adversely affect our business, results of operations, and financial condition.

Data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions and countries in which we provide services.

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Any failure by us or our vendors or other business partners to comply with our public privacy notice or with U.S.

federal, state, local, Israeli, Chinese, or other foreign or international Data Protection Laws could result in regulatory or litigation-related actions against us, legal liability, fines, damages, ongoing audit requirements, and other significant costs.

federal, state, local, Israeli, Chinese, EU, or other foreign or international Data Protection Laws could result in regulatory or litigation-related actions against us, legal liability, fines, damages, ongoing audit requirements, and other significant costs.

Global privacy legislation, enforcement, and policy activity in this area are rapidly expanding and creating a complex regulatory compliance environment.

Because many Data Protection Laws are new or subject to recent revisions or updates, there is often little clarity as to their interpretation or best practices for compliance, as well as a lack of precedent for the scope of enforcement.

In addition, as the EU AI Act phased application may classify certain AI systems used in the context of autonomous driving, mobility, and large-scale monitoring of public spaces as high-risk AI systems, the AI Act may trigger additional obligations related to data governance, transparency, human oversight, risk management, and post-market monitoring.

Costs to comply with Data Protection Laws and implement appropriate privacy and data protection measures are significant, and may require us to change our business practices and compliance manners.

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Even our inadvertent failure to comply with Data Protection Laws could result in audits, regulatory inquiries, or proceedings against us by governmental entities or other third parties.

Any inability to adequately address data privacy or data protection, or other information security-related concerns, including in each case in respect of our use of AI technologies, even if unfounded, to successfully negotiate privacy, data protection, or information security-related contractual terms with customers, or to comply and demonstrate compliance with Data Protection Laws, could result in additional cost and liability to us, harm our reputation and brand, and could adversely affect our business, results of operations, and financial condition.

Any inability to adequately address data privacy or data protection, or other information security-related concerns, including in each case in respect of our use of AI technologies (which are subject to increasing regulatory scrutiny and, in certain jurisdictions, new compliance frameworks applicable to high-risk or large-scale AI deployments), even if unfounded, to successfully negotiate privacy, data protection, or information security-related contractual terms with customers, or to comply and demonstrate compliance with Data Protection Laws, could result in additional cost and liability to us, harm our reputation and brand, and could adversely affect our business, results of operations, and financial condition.

Risks Related to our Intellectual Property Rights

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Even when we sue other parties for such infringement, that suit may have adverse consequences for our business.

Any such suit is likely to be time-consuming and expensive to resolve and may divert our management’s time and attention from our business, which could adversely affect our business, results of operations, and financial condition, and legal fees related to such litigation will increase our operating expenses and may reduce our net income.

Any claims we assert against perceived infringers could provoke these parties to assert counterclaims against us, alleging that we infringe, misappropriate or otherwise violate their intellectual property or alleging that our intellectual property is invalid or unenforceable.

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These rules may prohibit or restrict our ability to, directly or indirectly, conduct activities or dealings in or with certain countries or involving certain persons, or otherwise affect our business.

New measures imposed by the United States, the European Union, or others could restrict certain of our operations and adversely affect our business, results of operations, and financial condition, including for example the controls announced by BIS in January 2025 on advanced computing chips and certain closed AI model weights.

New measures imposed by the United States, the European Union, or others could restrict certain of our operations and adversely affect our business, results of operations, and financial condition.

Although we take steps to comply with applicable laws and regulations, our failure to successfully comply with applicable sanctions or export control rules may expose us to negative legal and business consequences, including civil or criminal penalties and government investigations.

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For example, the United States has enacted, and subsequently updated, controls on certain transactions involving items for semiconductor manufacturing end uses and advanced computing integrated circuits destined for China.

Most recently, BIS adopted final rules in January 2025 prohibiting certain transactions involving the sale or import of connected vehicles integrating specific hardware or software with a sufficient nexus to China or Russia.

Conversely, the People’s Republic of China has implemented a series of industrial policies and other measures, including its “Made in China 2025” policy, to incentivize the development and growth of key industries domestically, such as robotics, aerospace and semiconductors, and to reduce reliance on foreign technology.

BIS adopted final rules in January 2025 prohibiting certain transactions involving the sale or import of connected vehicles integrating specific hardware or software with a sufficient nexus to China or Russia.

In response to expanding U.S.

export controls, the People’s Republic of China has increasingly adopted retaliatory and defensive trade measures.

These measures have included export controls on critical rare-earth materials and related to certain advanced semiconductors.

In addition, the People’s Republic of China has implemented a series of industrial policies and other measures, including its “15th Five-Year Plan (2026-2030)” and “Artificial Intelligence Plus (AI+) Initiative” policy, to incentivize the development and growth of key industries domestically, such as robotics, aerospace and semiconductors, and to reduce reliance on foreign technology.

These policies have also extended to ADAS and autonomous vehicle technologies, which has led to Chinese OEMs and other businesses choosing solutions from our Chinese competitors rather than our products, despite any competitive advantage our products may have in respect of price and/or performance.

Although we do not believe that these recent controls and industrial policies will materially impede our ability to conduct our business, there can be no assurance that these or future restrictions would not materially adversely affect our financial performance.

Although we do not believe that these recent controls and industrial policies and other retaliatory measures will materially impede our ability to conduct our business, there can be no assurance that these or future restrictions would not materially adversely affect our financial performance.

We derive significant revenue from China.

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It is difficult to predict what further trade-related actions governments may take, which may include trade restrictions and additional or increased tariffs and export controls imposed on short notice, and we may be unable to quickly and effectively react to or mitigate such actions.

Changes in global tariff policies, import/export controls, or related trade restrictions could increase our costs or disrupt the supply of components used in our products.

Our reliance on a global semiconductor and electronics supply chain means that new or expanded tariffs, retaliatory measures, or shifts in trade policy may lead to higher procurement expenses, longer lead times, or the need to qualify alternative suppliers.

These factors could adversely affect our production schedules, margins, and our customers’ demand for products incorporating our technology.

Trade disputes and protectionist measures, or continued uncertainty about such matters, could result in declining consumer confidence and slowing economic growth or recession, and could cause our customers to reduce, cancel, or alter the timing of their purchases with us.

Sustained geopolitical tensions could lead to long-term changes in global trade and technology supply chains, and decoupling of global trade networks, which could adversely affect our business, results of operations, and financial condition.

Such changes in global tariff policies, import/export controls or related trade restrictions could increase our costs or disrupt the supply of components used in our solutions or in our customers’ products.

Our reliance on a global semiconductor and electronics supply chain means that new or expanded tariffs, retaliatory measures or shits in trade policy may lead to higher procurement expenses, longer lead times or the need to qualify alternative suppliers.

These factors could adversely affect our production schedules, margins and our customers’ demand for products incorporating our technology.

Additionally, sustained geopolitical tensions could lead to long-term changes in global trade and technology supply chains, and decoupling of global trade networks, which could adversely affect our business, results of operations, and financial condition.

Given our international supply chain and distribution, we are subject to import and export laws of multiple countries.

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These sanctions and export controls may also contribute to higher oil and gas prices and inflation, which could reduce demand in the global automotive sector and therefore reduce demand for our solutions.

There is also a risk that Russia, as a retaliatory action to sanctions, may launch cyberattacks against the United States, the European Union, or other countries or their infrastructures and businesses.

Additional consequences of the conflict may include diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, and various shortages and supply chain disruptions.

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In addition, Iran has threatened to attack Israel and may be developing nuclear weapons.

On October 7, 2023, Hamas launched a series of attacks on civilian and military targets in Southern and Central Israel, to which the Israel Defense Forces have responded.

In addition, both Hezbollah and the Houthi movement have attacked military and civilian targets in Israel, to which Israel has responded, including through increased air and ground operations in Lebanon.

In addition, the Houthi movement has attacked international shipping lanes in the Red Sea.

Further, on April 13, 2024 and October 1, 2024, Iran launched a series of drone and missile strikes against Israel, to which Israel has responded.

How long and how severe the current conflict in Gaza, Northern Israel, Lebanon or the broader region becomes 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 January 31, 2025 approximately 3.7% of our employees have been called to reserve duty in the Israel Defense Forces.

On October 7, 2023, Hamas launched a series of attacks on civilian and military targets in Southern Israel and Central Israel, to which the Israel Defense Forces responded.

In addition, both Hezbollah and the Houthi movement attacked military and civilian targets in Israel, to which Israel responded, including through increased air and ground operations in Lebanon.

In addition, the Houthi movement attacked international shipping lanes in the Red Sea, to which both Israel and the United States responded.

Further, on April 13, 2024 and October 1, 2024, Iran launched a series of drone and missile strikes against Israel, to which Israel responded.

Most recently, on June 13, 2025 Israel launched a preemptive attack on Iran to which Iran responded with ballistic missile and drone attacks.

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 last and 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 February 3, 2026 approximately 3.3% of our employees have been called to reserve duty in the Israel Defense Forces.

However, any hostilities involving Israel, regional geopolitical instability or the interruption or curtailment of trade or diplomatic relations between Israel and its trading partners as a result thereof could adversely affect our business, results of operations, and financial condition.

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Several countries still restrict doing business with the State of Israel and with Israeli companies.

These restrictive laws and policies may have an adverse

impact on our operating results, financial condition, or the expansion of our business.

These restrictive laws and policies may have an adverse impact on our operating results, financial condition, or the expansion of our business.

A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact our business, results of operations, and financial condition.

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In response to increased tension and hostilities, there have been occasional call-ups of military reservists, and it is possible that there will be additional call-ups in the future.

For example, as a result of Israel’s current war against Hamas in the Gaza Strip and tensions with Hezbollah in northern Israel, as of January 31, 2025 approximately 3.7% of our employees have been called to reserve duty in the Israel Defense Forces.

For example, as a result of the conflicts in the Gaza Strip, Northern Israel, Lebanon, Iran and the broader region, as of February 3, 2026 approximately 3.3% of our employees have been called to reserve duty in the Israel Defense Forces.

To date, our operations have not been materially affected.

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Additionally, we have been informed by our legal counsel in Israel that it may be difficult to assert claims under U.S.

securities laws in original actions instituted in Israel or obtain a judgment based on the civil liability provisions of U.S.

securities laws in original actions instituted in

Israel or obtain a judgment based on the civil liability provisions of U.S.

federal securities laws.

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officers and directors.

that was given in the same matter between the same parties, or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought.

Moreover, an Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases), if its enforcement is likely to prejudice the sovereignty or security of the State of Israel, if it was obtained by fraud or in the absence of due process, if it is at variance with another valid judgment that was given in the same matter between the same parties, or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought.

Risks Related to our Relationship with Intel and our Dual Class Structure

The dual class structure of our common stock has the effect of concentrating voting control with Intel, and Intel will beneficially own shares of our Class B common stock, representing a majority of the shares of our common stock and approximately 98.6% of the voting power of our outstanding common stock as of December 28, 2024.

The dual class structure of our common stock has the effect of concentrating voting control with Intel, and Intel beneficially owns shares of our Class A and Class B common stock, representing a majority of the shares of our common stock and approximately 97.3% of the voting power of our outstanding common stock as of December 27, 2025.

This will limit or preclude your ability to influence corporate matters.

Our Class B common stock has ten votes per share, and our Class A common stock has one vote per share.

Because of the 10-to-1 voting ratio between our Class B common stock and our Class A common stock, Intel, which is the beneficial holder of 711,500,000 shares of Class B common stock, beneficially owns approximately 98.6% of the voting power of our outstanding common stock as of December 28, 2024.

Because of the 10-to-1 voting ratio between our Class B common stock and our Class A common stock, Intel, which is the beneficial holder of 50,000,000 shares of Class A common stock and 597,768,015 shares of Class B common stock, beneficially owns approximately 97.3% of the voting power of our outstanding common stock as of December 27, 2025.

Due to the issuance of shares of Class A common stock in connection with the acquisition of Mentee Robotics, Intel beneficially owns approximately 77.0% of our outstanding common stock and 96.9% of the voting power of our outstanding common stock as of February 3, 2026.

Because Intel beneficially holds significantly more than a majority of the combined voting power of our common stock, it is able to control all matters submitted to our stockholders for approval.

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● Certain of our directors may have conflicts of interest .

Each of Patrick Bombach, Christine Pambianchi, and Saf Yeboah-Amankwah serves both as our director and in a senior management role at Intel.

In addition, Frank D.

Yeary serves both as our director and as Interim Executive Chair and a director of Intel.

Each of Patrick Bombach, Naga Chandrasekaran, and David Zinsner serves both on our Board of Directors and in a senior management role at Intel.

Such directors owe fiduciary duties to our company pursuant to Delaware law, but these relationships could create, or appear to create, conflicts of interest when these persons are faced with decisions with potentially different implications for Intel and us.

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Under the terms of the Master Transaction Agreement we entered into with Intel in connection with the Mobileye IPO, so long as Intel holds at least 20% of our common stock, we will sell Intel our commercially available products, including EyeQ™ SoCs, for internal use, but not for resale on a standalone or bundled basis.

We and Intel also agree pursuant to the Master Transaction Agreement to hold the other in most favored status with respect to products purchased or sold for internal use, meaning that the product prices, terms, warranties, and benefits provided between us and Intel shall be comparable to or better than the equivalent terms being offered by the party providing the products to any single, present customer of such party.

We and Intel also agree pursuant to the Master Transaction Agreement to hold the other in most favored status with respect to products purchased or sold for internal use,

meaning that the product prices, terms, warranties, and benefits provided between us and Intel shall be comparable to or better than the equivalent terms being offered by the party providing the products to any single, present customer of such party.

● Worldwide and perpetual license to patents .

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Intel’s decisions with respect to us or our business, including any related party transactions between Intel and us, may be resolved in ways that favor Intel and its stockholders, which may not coincide with the interests of our other stockholders.

Although we entered into the Tax Sharing Agreement with Intel under which our tax liabilities effectively will be determined based upon, subject to certain assumptions, our and/or our subsidiaries’ assets and activities, we nonetheless could be held liable for the tax liabilities of other members of any consolidated, combined or unitary tax group of Intel and/or its subsidiaries.

We have historically been included in Intel’s consolidated group (the “Consolidated Group”) for U.S.

Although we entered into the Amended and Restated Tax Sharing Agreement with Intel under which our tax liabilities effectively will be determined based upon, subject to certain assumptions, our and/or our subsidiaries’ assets and activities, we nonetheless could be held liable for the tax liabilities of other members of any consolidated, combined or unitary tax group of Intel and/or its subsidiaries for periods prior to July 12, 2025.

We were historically included in Intel’s consolidated group (the “Consolidated Group”) for U.S.

federal income tax purposes, as well as in certain consolidated, combined, or unitary groups that include Intel and/or certain of its subsidiaries for state and local income tax purposes (each, a “Combined Group”).

We entered into the Tax Sharing Agreement with Intel in connection with the Mobileye IPO.

Pursuant to the Tax Sharing Agreement, we generally are required to make payments to Intel such that, with respect to tax returns for any taxable period in which we or any of our subsidiaries are included in the Consolidated Group or any Combined Group, the amount of taxes to be paid by us will be determined by computing the excess (if any) of any taxes due on any such return over the amount that would otherwise be due if such return were recomputed by excluding us and/or our included subsidiaries.

We have previously been included in the Consolidated Group for the most recent annual period and expect to be included in the Consolidated Group going forward.

In connection with the Mobileye IPO, we entered into a tax sharing agreement with Intel, which was amended and restated on August 14, 2024 (the “Amended and Restated Tax Sharing Agreement”).

Pursuant to the Amended and Restated Tax Sharing Agreement, we generally were required to make payments to Intel such that, with respect to tax returns for any taxable period in which we or any of our subsidiaries were included in the Consolidated Group or any Combined Group, the amount of taxes to be paid by us would be determined by computing the excess (if any) of any taxes due on any such return over the amount that would otherwise be due if such return were recomputed by excluding us and/or our included subsidiaries.

As a result of changes in Intel’s ownership of our outstanding common stock due to the Secondary Offering, Share Repurchase and Conversion (each as defined in the MD&A), we were deconsolidated from Intel’s U.S.

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

As a result of the Tax Deconsolidation, starting on 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 and applicable state income taxes.

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

We were previously included in the Consolidated Group for periods prior to July 12, 2025 and thereafter no longer will be included in the Consolidated Group going forward.

Each member of a consolidated group during any part of a consolidated return year is jointly and severally liable for tax on the consolidated return of such year and for any subsequently determined deficiency thereon.

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Accordingly, for any period in which we are included in the Consolidated Group or any Combined Group, we could be liable in the event that any income tax liability was incurred, but not discharged, by any other member of any such group.

As a result of the Tax Deconsolidation, we are now solely responsible for the preparation, filing and payment of our U.S.

federal and applicable state income taxes on a standalone basis.

This transition may increase the complexity of our tax compliance and reporting obligations and require additional internal controls, systems, personnel and external advisory support.

In order to preserve the ability for Intel to distribute its shares of our Class B common stock pursuant to a tax-free spin-off under U.S.

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Nevertheless, if Intel were to decide to pursue a possible spin-off, we have agreed to cooperate with Intel and to take any and all actions reasonably requested by Intel in connection with such a transaction.

Our rights, responsibilities and obligations with respect to any possible spin-off are set forth in the Master Transaction Agreement and Tax Sharing Agreement.

Our rights, responsibilities and obligations with respect to any possible spin-off are set forth in the Master Transaction Agreement and Amended and Restated Tax Sharing Agreement.

For example, in the event Intel completes a spin-off, we have agreed not to take certain actions, such as certain asset sales or contributions, mergers, stock issuances, or stock sales within the two years following the spin-off without first obtaining the opinion of tax counsel or an IRS ruling to the effect that such actions will not result in the spin-off failing to qualify as a tax-free spin-off.

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We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends for the foreseeable future.

The requirements of being a public company may strain our resources and divert management’s attention.

The ongoing compliance requirements of being a public company may strain our resources and divert management’s attention.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) and stock exchange rules promulgated in response to the Sarbanes-Oxley Act.

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In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required, and management’s attention may be diverted from other business concerns.

Furthermore, though we have been indirectly subject to these requirements previously as a subsidiary of Intel, we might not be successful in implementing these requirements.

The increased costs of compliance with public company reporting requirements and our potential failure to satisfy these requirements could have an adverse effect on our business, results of operations, and financial condition.

Failure to establish and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have an adverse effect on our business, results of operations, and financial condition.

As a public company, we are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of internal control over financial reporting, to which our auditors need to attest in accordance with guidelines set forth by the Public Company Accounting Oversight Board (“PCAOB”).

We may in the future identify material weaknesses when evaluating our internal control over financial reporting that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act.

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Our amended and restated certificate of incorporation authorizes us to issue shares of Class A common stock and rights relating to Class A common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise.

In addition, under the terms of the Master Transaction Agreement we entered into with Intel in connection with the Mobileye IPO, we granted Intel a continuing right to purchase from us such number of shares of Class A common stock or Class B common stock as is necessary for Intel to maintain an aggregate ownership of our common stock representing at least 80.1% of our common stock outstanding following the Mobileye IPO.

A common stock or Class B common stock as is necessary for Intel to maintain an aggregate ownership of our common stock representing at least 80.1% of our common stock outstanding following the Mobileye IPO.

Any common stock that we issue, including under our equity incentive plan or in connection with the Master Transaction Agreement, would dilute the percentage ownership of existing stockholders prior to such issuance.

In the future, we may attempt to obtain financing or to further increase our capital resources by issuing additional shares of our Class A common stock or securities convertible into shares of our Class A common stock or by offering debt or other securities.

We could also issue shares of our Class A common stock or securities convertible into our Class A common stock or debt or other securities in connection with acquisitions or other strategic transactions.

Issuing additional shares of our Class A common stock or securities convertible into shares of our Class A common stock or debt or other securities may dilute the economic and voting rights of our existing stockholders and would likely reduce the market price of our Class A common stock.

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General Risks

Changes in our effective tax rates may reduce our net income.

A number of factors can increase our effective tax rates, which could reduce our net income, including:

Changes in our effective tax rates may reduce our net income (loss).

A number of factors can increase our effective tax rates, which could reduce our net income (loss), including:

● changes in the volume and mix of profits earned and location of assets across jurisdictions with varying tax rates and the associated impacts of legislative actions affecting multi-national enterprises;

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● changes resulting from the adoption by countries of OECD recommendations, including adoption of tax legislation to comply with Pillar Two Model Rules, or other legislative actions.

The regulations of Pillar Two Model Rules will become effective in Israel for tax years beginning after January 1, 2026;

● resolution of issues arising from tax audits, including payment of interest and penalties;

● changes in our business or legal entity operating model;

● changes in accounting standards;

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● fluctuations in the market values of any of our investments, which can be negatively affected by liquidity, credit deterioration or losses, interest rate changes, financial results, political risk, sovereign risk, or other factors.

If we determine that our goodwill has become impaired, we may incur impairment charges, which would negatively impact our operating results.

We perform an annual impairment assessment of goodwill at the reporting unit level in the fourth quarter of each year, or more frequently if indicators of potential impairment exist.

The analysis may include both qualitative and quantitative factors to assess the likelihood of impairment.

Indicators that are considered include industry and market considerations, overall financial performance, and other relevant events and factors affecting the reporting unit, including rising interest rates, or a significant decline in our stock price and/or market capitalization for a sustained period of time, and we consider both the income approach and the market approach to estimate a reporting unit’s fair value.

Significant estimates include business projections, terminal growth rate, and discount rate based on the reporting unit’s weighted average cost of capital.

The estimated fair value using a market approach is based on a number of assumptions, including current market capitalization as corroboration of fair value.

We have in the past and may in the future be required to record a significant impairment charge to earnings in our consolidated financial statements during the period in which any impairment of our goodwill is determined, due to, among other things, a decline in the market capitalization of the Company.

Any such charge could have a material adverse impact on our results of operations.

Catastrophic events can adversely affect our business, results of operations, and financial condition.

Our operations and business, and those of our customers and direct and indirect vendors and suppliers of OEMs, can be disrupted by natural disasters, industrial accidents, public health issues (such as the COVID-19 pandemic), cybersecurity incidents, interruptions of service from utilities, transportation, telecommunications or IT systems providers, production equipment failures or other catastrophic events.

Our operations and business, and those of our customers and direct and indirect vendors and suppliers of OEMs, can be disrupted by natural disasters, industrial accidents, public health issues, cybersecurity incidents, interruptions of service from utilities, transportation, telecommunications or IT systems providers, production equipment failures or other catastrophic events.

For example, we have at times experienced disruptions in our production processes as a result of power outages, improperly functioning equipment, and disruptions in supply of raw materials or components, including due to cybersecurity incidents affecting our suppliers.

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Our insurers may also discontinue our insurance coverage and we may be unable to find replacement insurance on acceptable terms or at all, or where we share our limits with Intel claims by Intel under these policies may exhaust the available policy limits.

Certain of our commercial agreements require us to arrange or maintain specified insurance policies.

If such insurance becomes unavailable in whole or in part, prohibitively expensive, or cannot be procured or maintained through reasonable commercial efforts, we may be unable to comply with these contractual undertakings, which could expose us to claims of breach, penalties, or other contractual remedies.

Losses not covered by insurance may be large, which would adversely affect our business, results of operations, and financial condition.

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-K

Item 1A. Risk Factors