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Item 7. Management’s Discussion and Analysis

2026-02-12 compared with 2025-02-13 · 215 added, 128 removed, 335 unchanged (51% of the section changed)

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You should review the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this report for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Our financial data for periods ending or as of dates prior to the completion of the Mobileye IPO have been derived from the consolidated financial statements and accounting records of Intel using the historical results of operations and the historical basis of assets and liabilities.

The financial data herein includes costs of our business, which may not, however, reflect the expenses we would have incurred as a stand-alone company for the periods presented.

Following the completion of the Mobileye IPO, the consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.

Company Overview

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These technologies can be harnessed to deliver mission-critical capabilities at the edge and in the cloud, advancing the safety of road users, and revolutionizing the driving experience and the movement of people and goods globally.

As of December 28, 2024, our solutions had been installed in approximately 1200 vehicle models (including local country, year, and other vehicle model variations), and our SoCs had been deployed in over 200 million vehicles.

As of December 27, 2025, our solutions had been installed in approximately 1,400 vehicle models (including local country, year, and other vehicle model variations), and our SoCs had been deployed in more than 230 million vehicles.

We are actively working with more than 50 OEMs worldwide on the implementation of our ADAS solutions.

For the year ended December 27, 2025, we shipped approximately 35.7 million of our systems, of which the substantial majority were EyeQ™ SoCs.

This represents a decrease from the approximately 37.4 million of our systems that we shipped in 2023 and approximately 33.7 million of our systems that we shipped in 2022, primarily due to a significant drawdown of excess inventory at our Tier 1 customers and a reduction in volumes shipped to China in 2024.

This represents an increase from the approximately 29.0 million of our systems that we shipped in 2024 and a decrease from the approximately 37.4 million of our systems that we shipped in 2023.

We were founded in Israel in 1999.

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We completed the Reorganization and Mobileye IPO in October 2022.

Secondary Offering, Share Repurchase, Option 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 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.

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.

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 in each instance.

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

Upon completion of the Secondary Offering, Share Repurchase, Option and Conversion, 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 as of December 27, 2025, together represent approximately 79.5% of our outstanding common stock and 97.3% of the voting power of our common stock.

Due to the issuance of shares of Class A common stock in connection with the Acquisition (as defined below), 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.

Acquisition of Mentee Robotics

On February 3, 2026, the Company and Mobileye Vision Technologies Ltd.

(a wholly-owned indirect subsidiary of the Company) acquired 100% of the issued and outstanding stock of Mentee Robotics Ltd.

(“Mentee Robotics” and such transaction, the “Acquisition”), pursuant to a share purchase agreement dated as of January 5, 2026, by and among the Company, Mobileye Vision Technologies Ltd., Mentee Robotics, the shareholders of Mentee Robotics, and Shareholder Representative Services LLC, as the exclusive representative of the Mentee Robotics shareholders.

The Acquisition was approved by the Company’s Board of Directors (the “Board”), acting on the recommendation of a strategic transaction committee consisting of four disinterested directors (two of whom are independent).

The Audit Committee of the Board also approved the Acquisition pursuant to the Company’s Related Persons Transaction Policy.

Intel, as the sole beneficial holder of the Company’s issued and outstanding Class B common stock, also approved the Acquisition pursuant to the Company’s Amended and Restated Certificate of Incorporation.

Amnon Shashua recused himself from the Board’s consideration and approval of the Acquisition.

Shashua, President and CEO of the Company, is the Chairman, Co-Founder and a significant shareholder of Mentee Robotics, and Prof.

Shai Shalev-Shwartz, Chief Technology Officer of the Company, is Co-Founder and a significant shareholder of Mentee Robotics (Prof.

Shalev-Shwartz, together with Prof.

Shashua and Prof.

Lior Wolf, the Chief Executive Officer and a Co-Founder of Mentee Robotics, the “Mentee Founders”).

In addition, Prof.

Shashua’s son and son-in-law, are both employees of Mentee Robotics and each held vested and unvested options issued pursuant to Mentee Robotics’ employee incentive plan and therefore received some consideration pursuant to the terms of the Share Purchase Agreement.

The Share Purchase Agreement provided for an aggregate purchase price of $900 million, which consisted of (i) approximately $612 million in cash (subject to certain adjustments,) and (ii) 26,279,824 shares of Class A common stock of the Company.

The entirety of such Class A common stock was allocated to the Mentee Founders (the “Aggregate Stock Consideration”).

10% of the Aggregate Stock Consideration is subject to a six-month lock-up period pursuant to a Lock-Up Agreement.

The remaining 90% of the Aggregate Stock Consideration was deposited with a deferred consideration trustee and will be released in equal portions twenty-four and forty-eight months after the closing date on February 3, 2026, subject to continued employment, or under certain circumstances affiliation, with the Company and its subsidiaries.

Shashua received 37.83% of the total consideration, valued at approximately $341 million, to be paid evenly in cash and the Company’s Class A Stock, and Prof.

Shalev-Shwartz received 13.07% of the total consideration, valued at approximately $118 million, to be paid evenly in cash and the Company’s Class A common stock.

At the closing, $95 million of the purchase price was deposited with an escrow agent (provided that with respect to Mentee Founders, 50% of their pro rata portion of the escrow was deposited in the form of Class A common stock) to secure the post-closing purchase price adjustments and certain indemnification obligations of the shareholders of Mentee Robotics.

Pursuant to the Share Purchase Agreement, (i) all vested options to acquire shares of Mentee Robotics (each option, a “Mentee Option”) and 20% of unvested Mentee Options were cancelled and converted into the right to receive a portion of the cash consideration based on the intrinsic value of such Mentee Options at the purchase price and (ii) all remaining unvested Mentee Options were cancelled and converted into the right to receive a number of unvested RSUs of the Company calculated based on the volume weighted average of the closing sale prices for the Company’s Class A common stock over the thirty (30) Trading Days ending immediately prior to February 3, 2026 and with a value equal to the intrinsic value of such Mentee Options at the purchase price.

The Share Purchase Agreement contains customary representations, warranties and covenants of the Company, Mobileye Vision Technologies Ltd.

and Mentee Robotics, certain of which (except for the representations and warranties of the Company) shall survive the closing of the Acquisition.

The shareholders of Mentee Robotics have agreed to indemnify the Company and Mobileye Vision Technologies Ltd.

for certain breaches of representations, warranties and covenants.

Our Business Model

We currently derive substantially all of our revenue from our commercially deployed ADAS solutions, including our Premium ADAS solutions.

In the future, propelled by our next generation of EyeQ ™ SoCs, including our EyeQ ™ 6 SoC, our Compound AI system architecture, including True Redundancy ™ , our surround computer vision Mobileye SuperVision ™ solution, and our software-defined imaging radars, we believe that we will be positioned to deliver an autonomous driving solution that can enable the mass adoption of AV.

We are now approaching the start of production of an advanced set of solutions, including Mobileye Surround ADAS™, Mobileye SuperVision™, Mobileye Chauffeur™ and Mobileye Drive™.

These solutions are propelled by our EyeQ™6 SOC and subsequent EyeQ™ generations, our next-generation software solutions, and our software-defined imaging radars.

We expect these solutions will, over time, meaningfully contribute to changes in our mix of revenue and result in broader adoption of premium ADAS and AV products by our customers.

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

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We invest significant time and other resources early in the process of new program sourcing as part of our relationship with an OEM.

We typically have visibility into the number of models that are expected to include our products at least two to three years in advance based on OEM information provided during the sourcing and nomination process, although there is no contractual commitment by the OEM to purchase particular volumes, and programs are subject to changes with respect to timing and volumes.

by the OEM to purchase particular volumes, and programs are subject to changes with respect to timing and volumes.

The revenue that we may recognize in any given year is attributable to program design wins in previous years.

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We have co-developed six generations of our automotive grade SoC, EyeQ™, with STMicroelectronics including EyeQ™5 and EyeQ™6.

We have also established relationships with several suppliers, such as Quanta Computer, to develop and assemble our ECUs, including the design for our Mobileye SuperVision ™ , which includes our EyeQ ™ 5 and EyeQ ™ 6 SoCs manufactured by STMicroelectronics.

We have also established relationships with several suppliers, such as Quanta Computer, to develop and assemble our ECUs, including the design for our Mobileye SuperVision™, which includes our EyeQ™5 SoCs manufactured by STMicroelectronics.

As part of an effort to establish redundancy and better control of our supply chain, we have sought additional qualified suppliers, and we have recently entered into an agreement with TSMC (Taiwan Semiconductor Manufacturing Company Ltd.) pursuant to which it will manufacture components of our imaging radar and some of our future generations of our EyeQ™ product, and potentially other future products.

Our close partnership with Intel exists on multiple fronts.

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For example, we may license certain technologies from Intel that support the design and development of our software-defined imaging radar, including Intel’s mmWave technologies.

Additionally, we intend to explore a collaboration with Intel on a technology platform to integrate our EyeQ ™ SoC with Intel’s market leading central compute capability, with plans to utilize Intel Foundry Services’ advanced packaging capabilities.

This potential platform is intended to enable functions essential to safety, entertainment, and cloud connectivity.

Intel’s strength in government affairs and policy development around the world will continue to be of significant value to us as we collaborate with regulators who are preparing frameworks to enable commercial deployment of AVs.

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We cannot be certain of the severity and length of the continued volatility in the global automotive market, including macro factors impacting our sales to OEMs in China, and the extent of the adverse effect that such volatility could have on our results of operations, financial condition and business in the long term.

While automotive production has now recovered to approximately 2019 levels, current uncertain economic conditions inflation may contribute to a reduction in consumer demand.

While automotive production has now recovered to approximately 2019 levels, current uncertain economic conditions and inflation may contribute to a reduction in consumer demand.

In addition to economic conditions, in prior periods, including during the supply chain crisis and semi-conductor shortage of 2021 and 2022, certain Tier 1 customers increased their orders for components and parts, including our solutions, to counteract the impact of supply chain shortages for auto parts.

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We estimate our customers used the vast majority of this excess customer 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.

Further, recent increased demand for semi-conductor and other components has resulted in component shortages, price increases and longer order lead times, which may increase the pricing of our solutions and/or our ability to meet our customers’ demand.

Certain Tier 1 customers may increase their orders for our solutions to counteract these component shortages and any resulting price increases or other impacts, causing some demand for our solutions and the corresponding revenue to be shifted to earlier time period than otherwise would have occurred.

ADAS volumes have grown faster in recent years than the overall automotive market as ADAS penetration rates have increased, and we believe that we will continue to benefit from that trend.

Our revenue of $1,654 million for the year ended December 28, 2024 was down 20% year-over-year, primarily due to the aforementioned utilization of excess inventory by our customers during the first half of 2024 and a reduction in volumes shipped to China OEMs in 2024.

Our revenue of $1,894 million for the year ended December 27, 2025 was up 15% year-over-year, primarily due to the normalization of excess inventory by our Tier 1 customers that was previously used to satisfy demand during the first half of 2024.

Continued or future constraints on global automotive production resulting from the effects of economic uncertainty, both global and in specific markets in which we operate, may be a limiting factor on our ability to increase revenue.

We expect to continue to capitalize on our strong and collaborative relationships with OEMs and Tier 1s to expand our presence in key markets and capture the long-term growth opportunities in those markets.

Acquisition and integration of new technologies and expansion into adjacent markets.

Our results of operations may be affected by our ability to successfully integrate acquired businesses and technologies and to effectively allocate resources to new areas of development.

On February 3, 2026, we acquired Mentee Robotics, a privately held Israeli company focused on humanoid robotics, which we expect to operate as an independent subsidiary in the short to medium term.

The integration of Mentee Robotics’ personnel, technology and operations may require significant management attention, capital investment and operating expenses, and we may not realize the anticipated benefits of the acquisition on the expected timeline or at all.

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

Our investment in this area may result in increased research and development and operating expenses and may divert resources from our core ADAS and autonomous driving initiatives.

In addition, the timing and extent of commercialization of humanoid robotics solutions remains uncertain with respect to scalability, economic viability and regulatory approval.

As a result, our expansion into adjacent markets, including through the acquisition of Mentee Robotics, may adversely affect our results of operations, margins and cash flows, particularly in the near to medium term.

Trade policies, sanctions and import and export controls.

Trade policies and international disputes at times result in increased tariffs, trade barriers and other restrictions, which can increase our manufacturing costs, make our solutions less competitive, reduce demand for our solutions, limit our ability to sell to certain customers, limit our ability to procure raw components or raw materials or impede or slow the movement of our goods across borders.

In addition, tariffs could lead to higher prices for finished automobiles, which would reduce demand for automobiles and thus the market for our products.

During 2025, the United States implemented a series of broad-based and sector-specific tariffs affecting passenger vehicles, automotive components and other industrial inputs, as well as country-specific tariff regimes and reciprocal trade measures.

These actions were accompanied by ongoing bilateral and multilateral negotiations, interim trade agreements, pauses, delays and retaliatory measures by certain countries, resulting in significant uncertainty regarding the scope, timing and duration of applicable tariffs and export controls.

In addition, sector-specific measures announced during 2025, including tariffs on certain raw materials, and export controls affecting the semiconductor supply chain, have increased complexity and risk across global automotive and technology markets.

As of the date of this report, there remains a high degree of uncertainty surrounding U.S.

trade policy, how it will be implemented, how other countries will react, and how it will ultimately impact our industry and business.

For example, our customers may have shifted or will shift orders for components and parts, including our solutions, adjust sourcing strategies or modify productions schedules, which could shift demand for our solutions and corresponding revenue between periods.

While we continually evaluate changes in U.S.

trade policy and global reactions thereto, as well as our ability to mitigate their impact, these developments may negatively impact our customers, our results of operations and our business.

Design wins with new and existing customers.

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Together with Tier 1 automotive suppliers, we work closely with OEMs to understand their solution requirements and have built close long-term relationships with them extending across multiple generations of EyeQ™ products, though there is no guarantee that our customers will purchase our solutions in any certain quantity or at any certain price even after we achieve design wins.

For example, in the third quarter of 2024 Zeekr announced their decision to utilize their in-house system instead of SuperVision ™ for at least a major portion of product for their 001 model going forward.

Investment in technology leadership and product development.

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The EyeQ™ family design further enables scalable ECU architectures, from supporting a variety of ADAS solution architectures to hosting the full workload of autonomous driving, while meeting stringent cost and power efficiency requirements.

We expect that our development of software-defined imaging radar will provide a significant cost advantage by eliminating the need for multiple high-cost lidars around the vehicle and require only a single front-facing lidar, significantly lowering the overall cost of the required sensors compared to solutions that use lidar centric or lidar-only systems.

We expect that our software-defined imaging radar will provide a significant cost advantage by eliminating the need for multiple high-cost lidars around the vehicle and require only a single front-facing lidar, significantly lowering the overall cost of the required sensors compared to solutions that use lidar centric or lidar-only systems.

Regulation for ADAS and autonomous driving solutions.

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Over time we expect autonomous driving solutions to contribute meaningfully to our revenue growth.

As a result, consumers’ demand for, and willingness to adopt, ADAS and autonomous driving technologies will significantly impact our financial performance.

As a result, consumers’ demand for, and willingness to adopt, ADAS and autonomous driving technologies, including robotaxi services, will significantly impact our financial performance.

We believe that our leadership position in ADAS positions us to continue to set the standard for advanced autonomous solutions and will help us benefit from increasing consumer confidence in and demand for autonomous technology over time.

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While we were largely successful in increasing our ASPs to reflect these cost increases, we experienced a reduction in percentage gross margin as a result of these cost increases.

More recently, the AI industry has generated increased demand for components necessary for the

production of our solutions, including EyeQ™ SoCs and ECUs for our SuperVision™, Mobileye Chauffeur™ and Mobileye Drive™ solutions.

This new demand has resulted in and may continue to result in shortages of components necessary for our solutions and substantial increases in prices for such components.

Our gross margin has been and may continue to be affected by our ability to offset these and any future cost increases through realizing pricing increases on our solutions and achieving decreases in other production costs.

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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 SuperVision™ ECUs 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 and ECUs from Quanta Computer (or other suppliers) and may in the future become reliant on additional suppliers such as TSMC, 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.

Further, in 2025 and in 2026 the AI industry has generated increased demand for components necessary for the production of our solutions, including EyeQ™ SoCs and ECUs for our SuperVision™, Mobileye Chauffeur™ and Mobileye Drive™ solutions.

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 ensure we 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.

Our reliance on single or limited suppliers and vendors for certain components, equipment, and services and the aforementioned shortages of substrates and other components have led to increased supply chain risks and continue to stress our ability to meet the supply demands of our customers.

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Although we cannot fully predict the length and the severity of the impact these pressures will have on a long-term basis, we do not anticipate that our current supply chain constraints would materially adversely affect our results of operations, capital resources, sales, profits, and liquidity on a long-term basis.

Public company expenses.

As a recently public company, we have implemented and will continue to implement additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies.

In particular, we expect our accounting, legal and personnel-related expenses to increase as we continue to establish more comprehensive compliance and governance functions and hire additional personnel to support such functions, maintain and review internal controls over financial reporting in accordance with the Sarbanes-Oxley Act, and prepare and distribute periodic reports in accordance with SEC rules.

Our financial statements will reflect the impact of these expenses.

We also expect the costs of our insurance, including directors’ and officers’ insurance and insurance coverage for AV activity, to increase as a result of higher premiums.

In addition, in connection with the Mobileye IPO, we established an equity incentive plan for purposes of granting share-based compensation awards to certain members of our senior management, to our non-employee directors and to employees, to incentivize their performance and align their interests with ours.

Historically, grants of share-based compensation to our employees were made pursuant to Intel’s employee equity incentive plans, and such historical grants will continue based on their original vesting schedules.

Equity compensation expenses.

In connection with the Mobileye IPO, we established an equity incentive plan for purposes of granting share-based compensation awards to certain members of our senior management, to our non-employee directors and to employees, to incentivize their performance and align their interests with ours.

Historically, grants of share-based compensation to our employees were made pursuant to Intel’s employee equity incentive plans, and such historical grants will continue to be based on their original vesting schedules.

Equity compensation has been, and will continue to be, an important part of our future compensation strategy and a significant component of our future expenses, which we expect to increase over time.

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We expect our general and administrative expenses to moderately increase in absolute dollars but to decrease as a percentage of total revenue as our business grows.

The expected increase is mainly associated with the costs related to being a public company, including the need to hire more personnel to support compliance with SEC rules and regulations and the applicable provisions of the Sarbanes-Oxley Act, as well as increased premiums for directors’ and officers’ insurance and the increased use of share-based compensation for general and administrative personnel.

The expected increase is mainly associated with the costs related to being a public company, as well as the increased use of share-based compensation for general and administrative personnel.

Goodwill Impairment

Goodwill impairment expenses consist of a non-cash impairment loss recognized for the goodwill of the “Mobileye” reporting unit in the year ended December 28, 2024, as a result of the impairment analysis the Company performed during the third quarter of 2024.

Interest Income (Expense) with related party, net and Other Financial Income (Expense), net

On April 21, 2022, we and Intel entered into a loan agreement whereby we issued a promissory note to Intel in an aggregate principal amount of $3.5 billion (the “Dividend Note”).

The Dividend Note accrues interest at a rate equal to 1.26% per annum.

In November 2022, we used approximately $0.9 billion out of the net proceeds of the Mobileye IPO to repay a portion of the indebtedness under the Dividend Note and Intel contributed to Mobileye the remaining portion of the Dividend Note (plus related accrued interest) such that no amounts under the Dividend Note remain owed by us to Intel.

In the years ended December 28, 2024 and December 30, 2023, we had no interest income (expense) with related party since the outstanding balance of both the Dividend Note and a loan to Intel were zero as of December 31, 2022.

In the year ended December 31, 2022, we incurred a net interest expense with related party of $(6) million which mainly relates to accrued interest on the Dividend Note to Intel.

Other financial income (expense), net, consists primarily of income related to investments in money market funds, as well as income from short term deposits, fair value revaluation of equity investments and fluctuations in value due to foreign exchange differences between our monetary assets and liabilities denominated in New Israeli Shekels and to a much lesser extent, the Euro, the Chinese Yuan, the Japanese Yen, and other currencies.

Financial Income (Expense), net

Financial income (expense), net, consists primarily of income related to investments in money market funds, as well as income from short term deposits, fair value revaluation of equity investments and fluctuations in value due to foreign exchange differences between our monetary assets and liabilities denominated in New Israeli Shekels and to a much lesser extent, the Euro, the Chinese Yuan, the Japanese Yen, and other currencies.

Benefit (provision) for income taxes

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We are eligible for certain tax benefits in Israel under the Investment Law, at a reduced tax rate, subject to specified terms.

In addition, the OECD announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax in 2021, which calls for the taxation of large multinational corporations at a minimum rate of 15%.

In addition, in 2021, the OECD announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15%.

Subsequently, multiple sets of administrative guidance have been issued.

Many non-US tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 (including the European Union Member States), with the adoption of additional components in later years, or announced their plans to enact legislation in future years.

In Israel, the regulations of Pillar Two Model Rules will become effective for tax years beginning after January 1, 2026.

The Pillar Two Model Rules did not have a material effect on our income tax provision for the 2025 fiscal year.

We are continuing to evaluate the impacts of enacted legislation and pending legislation to enact Pillar Two Model Rules in the non-US tax jurisdictions in which we operate.

The Company is a constituent entity of its Parent for Pillar Two Model Rules purposes.

In July 2025, the United States enacted tax reform through the One Big Beautiful Bill Act (“OBBBA”).

Included in this legislation are provisions that allow for the immediate expensing of research and development costs conducted in the United States, immediate expensing of certain capital expenditures, and other changes to the U.S.

taxation of profits derived from foreign operations.

The Company is monitoring developments related to the implementation of the OBBBA and any additional guidance issued by the U.S.

Department of the Treasury, the Internal Revenue Service, or other standard-setting bodies that may affect the Company’s accounting for income taxes.

Based on information available at the end of the reporting period and management’s assessment of that information, the OBBBA does not have and is not expected to have a material impact on the Company’s consolidated financial statements.

During the years presented in our consolidated financial statements, certain components of our business operations were included in the consolidated U.S.

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We also file certain foreign income tax returns on a separate basis, distinct from Intel.

The income tax provision included in our consolidated financial statements has been calculated using the separate return method as if we had filed our own tax returns.

We present tax loss and tax credit carry-forward amounts that have not been utilized by Intel only to the extent such tax attributes can be claimed as a benefit consistent with our separate tax return method approach.

The use of the separate return method may result in differences between our income tax provision compared to Intel’s consolidated income tax provision.

Following the Secondary Offering, which resulted in the Tax Deconsolidation (see Note 1 to the consolidated financial statements), the Company is no longer included in Intel’s U.S.

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

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

Since prior to the Tax Deconsolidation, the Company’s income tax provision was calculated using the separate return method, as if the Company had filed its own U.S.

federal income tax returns, the Tax Deconsolidation event does not have a material impact on the Company’s tax provision for the year ended December 27, 2025.

In 2021, Mobileye’s Israeli operations became taxable in the United States as a branch entity.

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The valuation allowance for the years presented in our consolidated financial statements primarily relates to U.S.

branch deferred tax assets not currently expected to be realized given that we have sustained recent losses based on the separate return method.

Certain net operating losses and tax credit carry-forward tax attributes generated by the Company that have been utilized as part of Intel’s consolidated income tax return filings, but have not been utilized by the Company under the separate return method approach, have been reflected in the consolidated financial statements because the Company will recognize a benefit based on the separate return method when determined to be realizable.

branch deferred tax assets not currently expected to be realized given that we have sustained recent losses.

Certain net operating losses and tax credit carry-forward tax attributes generated by the Company and reflected in these consolidated financial statements have been utilized as part of Intel’s consolidated income tax return filings in the periods prior to the Tax Deconsolidation.

The Company’s post Tax Deconsolidation net operating loss carryforwards have been reflected in these consolidated financial statements and the Company will recognize a benefit for these net operating losses when determined to be realizable.

Results of Operations

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Operating income (loss)

Interest income (expense) with related party, net and other financial income (expense), net

Financial income (expense), net

Income (loss) before income taxes

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Comparison of the years ended December 27, 2025 and December 28, 2024

In 2025, revenue was $1,894 million, up $240 million, or 15%, compared to 2024.

This increase in revenue was primarily due to an increase of $308 million, or 22%, in EyeQ™ SoC revenue attributable mainly to a 23% increase in volume, resulting mainly from the normalization of excess inventory by our Tier 1 customers that was previously used to satisfy demand during the first half of 2024.

This was slightly offset by a decrease in SuperVision™ related revenue.

Average System Price, calculated as the sum of revenue related to EyeQ™ and SuperVision™ systems divided by the number of systems delivered, decreased by 6% mainly due to lower percentage of SuperVision™ related revenue as compared to 2024.

Cost of Revenue

In 2025, our cost of revenue increased by $77 million, or 8%, compared to 2024.

This increase was primarily due to an increase of $81 million in manufacturing costs relating primarily to the increase in sales of our EyeQ™ SoC which was partially offset by the decrease in sales of SuperVision™ systems.

Gross Profit and margin

In 2025, our gross profit increased by $163 million, or 22%, compared to 2024.

This increase was primarily due to the increase in revenue from sales of EyeQ™ systems, which was slightly offset by the decrease in sales of SuperVision™ systems.

Our gross margin increased from 45% during 2024, to 48% during 2025.

This increase was primarily due to the lower impact of amortization of intangible assets as a percentage of revenue as well as an increase in the percentage of revenue attributable to EyeQ™ SoCs.

Research and Development Expenses, net

Research and development expenses, net, in 2025, increased by $68 million, or 6%, compared to 2024.

This increase was primarily due to an increase in payroll and related expenses, resulting from an increase in average research and development headcount of 147 employees and the costs related to the reduction in workforce implemented during the fourth quarter of 2025.

This was partially offset by a decrease in direct expenses including professional services mostly related to the wind-down of the Lidar R&D Unit that took place in 2024, in addition to lower share-based compensation.

Sales and Marketing Expenses

Sales and marketing expenses, in 2025, decreased by $5 million, or 4%, compared to 2024, mainly due to a decrease in payroll and related expenses due to the winding down of the Aftermarket Solutions Unit that took place in 2024, in addition to a decrease in amortization of intangible assets.

General and Administrative Expenses

General and administrative expenses in 2025 increased by $10 million, or 14%, compared to 2024.

This increase was mainly due to an increase in legal and corporate expenses in addition to an increase in share-based compensation expenses.

Goodwill Impairment

Goodwill impairment expenses were zero in 2025 and $2,695 million in 2024.

During the third quarter of 2024, the Company performed an interim quantitative goodwill impairment analysis for the “Mobileye” reporting unit, resulting in a non-cash impairment loss.

For further details, see Note 10 to the Consolidated Financial Statements included in this report.

Financial Income (expense), net

Financial income (expense) net in 2025, was $63 million compared to $62 million in 2024.

This increase was mainly due to an increase in interest earned on short term bank deposits, partially offset by a decrease in interest earned on investments in money market funds and an increase in exchange rate differences expenses.

Benefit (Provision) for Income Tax

In 2025, the provision for income tax was $(15) million, compared to a benefit for income tax of $73 million in 2024.

This change is mainly due to the deferred tax effects of $82 million attributed to goodwill impairment of the Mobileye reporting unit which was recognized in the prior year period.

Comparison of the years ended December 28, 2024 and December 30, 2023

In 2024, revenue was $1,654 million, down $425 million, or 20%, compared to 2023.

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For further details, refer to Note 10 to the Consolidated Financial Statements included in this report.

Interest Income (expense) with Related Party, net and Other Financial Income (expense), net

Interest income (expense) with related party, net was zero in both 2024 and 2023.

Other financial income (expense) net in 2024, was $62 million compared to $49 million in 2023.

Financial Income (Expense), net

Financial income (expense), net in 2024, was $62 million compared to $49 million in 2023.

This increase was mainly due to an increase in interest earned on short term bank deposits, a decrease in exchange rate differences expense and income from fair value revaluation of equity investments executed during 2024.

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This change is mainly due to the deferred tax effects of goodwill impairment to the Mobileye reporting unit, as well as higher loss before income taxes in 2024.

Comparison of the years ended December 30, 2023 and December 31, 2022

In 2023, revenue was $2,079 million, up $210 million, or 11%, compared to 2022.

This increase in revenue was primarily due to an increase of $189 million, or 11%, in EyeQ ™ SoC revenue, attributable to an 11% increase in volume, with ASP remaining consistent with prior year, some increase in SuperVision ™ sales and initial sales of self-driving systems.

Cost of revenue

In 2023, our cost of revenue increased by $85 million, or 9%, compared to 2022.

This increase was primarily due to an increase of $138 million in manufacturing costs relating primarily to increased sales of our EyeQ ™ SoC and our sales of SuperVision ™ solution, offset by $63 million decrease in amortization expenses of intangible assets.

Gross Profit and margin

In 2023, our gross profit increased by $125 million, or 14%, compared to 2022.

The increase was mainly driven by the increase in revenue from our EyeQ ™ SoC sales, as well as the decrease in amortization expenses of intangible assets.

Our gross margin increased from 49% during 2022, to 50% during 2023.

This increase was mainly due to lower cost attributable to amortization of intangible assets as a percentage of revenues, which was partially offset by the downward impact of the increased cost of our EyeQ ™ SOCs (which was passed through as a price increase to our customers on a zero-margin basis).

Research and Development Expenses, Net

Research and development expenses, net, in 2023, increased by $100 million, or 13%, compared to 2022.

This increase was primarily due to an increase of $59 million in share-based compensation expenses, an increase of $44 million in cloud computing services and investments attributable to new product development offset by $31 million of higher NRE reimbursements in 2023 and an increase of $32 million in facilities and related expenses due to the occupancy of new sites.

Average research and development headcount increased by 367 employees, however the related payroll expenses were mainly offset by ILS/USD foreign exchange rate impact and military duty reserve refunds from the state of Israel.

Sales and Marketing Expenses

Sales and marketing expenses in 2023 decreased by $2 million, or 2%, compared to 2022.

The decrease was mainly due to a decrease in amortization expenses of intangible assets, partially offset by an increase in marketing expenses.

General and Administrative Expenses

General and administrative expenses in 2023 increased by $23 million, or 46%, compared to 2022.

This increase was mainly due to an increase of $17 million in share-based compensation, as well as costs related to being a public company.

Interest Income (Expenses) with related party, net and Other Financial Income (expense), net

Interest income (expense) with related party, net in 2023 was $0 million compared $(6) million in 2022.

The decrease was due to zero outstanding balances of both the Dividend Note and the loans to Intel as of December 31, 2022.

Other financial income (expense), net in 2023, was $49 million compared to $11 million in 2022.

This increase was mainly due to interest earned on investment in money market funds.

Benefit ( provision ) for income tax

In 2023, provision for income tax decreased by $7 million, compared to 2022.

This decrease was driven by withholding tax expense of $14 million related to a dividend distribution between entities within the Mobileye Group in 2022, which was partially offset by an increase in tax expense related to changes in jurisdictional composition of our taxable income based on operational results and recognition of uncertain tax positions in 2023.

Liquidity and Capital Resources

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Our primary uses of funds have been for funding increases in headcount in our research and development departments, investments attributable to new product development, as well as for funding our capital expenditures.

Our capital expenditures have related mainly to data storage and other computer related equipment, expenditure related to research and development projects and to the construction of new sites and were $81 million and $98 million for 2024 and 2023, respectively.

Our capital expenditures have related mainly to data storage and other computer related equipment, expenditure related to research and development projects and to the construction of new sites were $79 million and $81 million for 2025 and 2024, respectively.

To fund our cash requirements in the ordinary course of business, we anticipate that we will continue to primarily rely on operating cash flows, supplemented by our total cash and cash equivalents.

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Net cash provided by operating activities

Net cash provided by (used in) investing activities

Net cash provided by (used in) financing activities

Net cash used in investing activities

Net cash used in financing activities

Effect of foreign exchange rate changes on cash and cash equivalents

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Operating activities

For 2024 compared to 2023, the $6 million increase in cash provided by operating activities was mainly due to a lower increase in inventories compared to prior year period during which the company rebuilt its strategic inventory of EyeQ chips and a decrease in accounts receivable due to reduction in revenue.

For 2025 compared to 2024, the $202 million increase in cash provided by operating activities was mainly due to an increase in revenue as well as a decrease in inventories compared to an increase in the prior year period, partially offset by a decrease in trade accounts receivable compared to the prior year period.

For 2024 compared to 2023, the $6 million increase in cash provided by operating activities was mainly due to a lower increase in inventories compared to the prior year period during which the company rebuilt its strategic inventory of EyeQ™ chips and a decrease in accounts receivable due to reduction in revenue.

This was mostly offset by an increase of $3,063 million in net loss, which was adjusted by $2,695 million of non-cash goodwill impairment loss.

For 2023 compared to 2022, the $152 million decrease in cash provided by operating activities was mainly due to an increase in inventories, as part of a planned initiative to rebuild our strategic inventory of EyeQ chips that was largely consumed during the supply chain crisis in 2021 and 2022, which was partially offset by a change in employee related balances.

Investing activities

Net cash used in investing activities in 2025 was $91 million, consisting of capital expenditures and debt investments.

Net cash used in investing activities in 2024 was $120 million, consisting mostly of capital expenditures and purchases of debt and equity investments.

Net cash used in investing activities in 2023 was $98 million, consisting of capital expenditures in connection with the construction of our campus and electronic equipment.

Net cash provided by investing activities in 2022 was $1,187 million, consisting primarily of $1,299 million net repayment of a loan by Intel, partially offset by capital expenditures.

Financing activities

Net cash used in financing activities in 2025 was $106 million, consisting of the $100 million Share Repurchase from Intel and share-based compensation recharge payments made to Intel.

Net cash used in financing activities in 2024 and 2023 was $66 million and $100 million, respectively, consisting of share-based compensation recharge payments made to Intel.

Net cash used in financing activities in 2022 was $1,317 million, consisting primarily of $900 million legal purchase of Moovit and $918 million repayment of the Dividend Note, as well as $280 million of share-based compensation recharge payments made to Intel and the $337 million dividend to Intel, partially offset by $1,034 million in net proceeds from the Mobileye IPO.

Liability in respect of employee rights upon retirement

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As a result, we do not recognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as assets on the consolidated balance sheets.

Severance pay liability increased from $56 million as of December 30, 2023, to $62 million and as of December 28, 2024, reflecting mainly the impact of annual salary increases.

Severance pay liability increased from $62 million as of December 28, 2024, to $78 million and as of December 27, 2025, reflecting the impact of annual salary increases and fluctuations in foreign exchange rates.

Lease liabilities

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All leases are operating leases with fixed payment terms where some of the leases include annual increases to lease payments based on an index or a rate.

Lease liabilities, representing the present value of future lease payments, have decreased from $51 million as of December 30, 2023 to $50 million as of December 28, 2024, reflecting mainly the progress in lease payments for existing arrangements partially offset by new lease contracts and amendments to existing agreements.

Lease liabilities, representing the present value of future lease payments, have

increased from $50 million as of December 28, 2024 to $62 million as of December 27, 2025, reflecting mainly new lease contracts and foreign currency exchange effects, partially offset by the progress in lease payments for existing arrangements.

We have several bank guarantees aggregating approximately $20 million as of December 27, 2025 (denominated in New Israeli Shekels) mainly in connection with lease agreements and import of vehicles.

In addition, in connection with the Reorganization and the Mobileye IPO, on April 21, 2022, we distributed to Intel the Dividend Note, in the aggregate principal amount of $3.5 billion.

In November 2022, we used approximately $0.9 billion out of the net proceeds to repay a portion of indebtedness under the Dividend Note and Intel has contributed to Mobileye the remaining portion of the Dividend Note such that no amounts under the Dividend Note remain owed by us to Intel.

Non-GAAP Financial Measures

Our management uses Adjusted Gross Profit and Margin, Adjusted Operating Income and Margin and Adjusted Net Income, collectively, as key measures in operating our business.

Our management uses Adjusted Gross Profit and Margin, Adjusted Operating Income (Loss) and Margin and Adjusted Net Income (Loss), collectively, as key measures in operating our business.

We use such non-GAAP financial measures to make strategic decisions, establish business plans and forecasts, identify trends affecting our business, and evaluate performance.

For example, we use these non-GAAP financial measures to assess our pricing and sourcing strategy, in the preparation of our annual operating budget, and as a measure of our operating performance.

We believe that these non-GAAP financial measures, when taken collectively, may be helpful to investors because they allow for greater transparency into what measures our management uses in operating our business and measuring our performance, and enable comparison of financial trends and results between periods where items may vary independent of business performance.

We believe that these non-GAAP financial measures, when taken collectively, may be helpful to investors because they allow for greater transparency into what measures our management (and Intel’s management) uses in operating our business and measuring our performance, and enable comparison of financial trends and results between periods where items may vary independent of business performance.

The non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies.

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We exclude amortization charges for our acquisition-related intangible assets for purposes of calculating certain non-GAAP measures, although revenue is generated, in part, by these intangible assets, to eliminate the impact of these non-cash charges that are inconsistent in size and are significantly impacted by the timing and valuation of our acquisitions.

These amortization charges relate to intangible assets consisting of developed technology, customer relationships, and brands as a result of Intel’s acquisition of Mobileye in 2017 and the acquisition of Moovit in 2020.

We believe that the exclusion of share-based compensation expense is appropriate because it eliminates the impact of non-cash expenses for equity-based compensation costs that are based upon valuation methodologies and assumptions that vary over time, and the amount of the expense can vary significantly between companies due to factors that are unrelated to their core operating performance and that can be outside of their control.

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Our Gross Margin (gross profit as a percentage of revenue) and Adjusted Gross Margin (Adjusted Gross Profit as a percentage of revenue) reflect the high value-added nature of our solutions.

As we develop and sell full systems that include hardware beyond EyeQ ™ SoCs, we expect that our Gross Margin and Adjusted Gross Margin will decrease because of the greater hardware content included in our solutions.

As we develop and sell full systems that include hardware beyond EyeQ™ SoCs, we expect that our Gross Margin and Adjusted Gross Margin will decrease over time because of the greater hardware content included in our solutions.

However, as a result of a higher expected selling price for such systems, we expect our gross profit per unit will increase on a dollar basis.

Our Adjusted Gross Margin was 68% both in 2024 and in 2025.

This was due to a higher EyeQ™-related cost per unit given the different mix of EyeQ™ products sold which was fully offset by the higher percentage of revenue attributed to EyeQ™.

Our Adjusted Gross Margin decreased from 70% for 2023 to 68% for 2024.

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The decrease was also related to higher percentage of revenue attributable to SuperVision™.

Our Adjusted Gross Margin decreased from 75% for 2022 to 70% for 2023.

The decrease was primarily due to the downward impact of the increased cost of our EyeQ ™ SoCs (which was passed through as a price increase to our customers on a zero-margin basis).

Adjusted Operating Income and Margin

We define Adjusted Operating Income as operating income (loss) presented in accordance with GAAP, adjusted to exclude amortization of acquisition related intangibles, share-based compensation expenses and impairment of goodwill.

Operating margin is calculated as operating income (loss) divided by total revenue, and Adjusted Operating Margin is calculated as Adjusted Operating Income divided by total revenue.

Set forth below is the reconciliation of operating income (loss) to Adjusted Operating Income and the calculations of Operating Margin and Adjusted Operating Margin:

Adjusted Operating Income (Loss) and Margin

We define Adjusted Operating Income (Loss) as operating income (loss) presented in accordance with GAAP, adjusted to exclude amortization of acquisition related intangibles and share-based compensation expenses and impairment of goodwill.

Operating Margin is calculated as operating income (loss) divided by total revenue, and Adjusted Operating Margin is calculated as Adjusted Operating Income (Loss) divided by total revenue.

Set forth below is the reconciliation of operating income (loss) to Adjusted Operating Income (Loss) and the calculations of Operating Margin and Adjusted Operating Margin:

dollars in millions

Operating income (loss) and operating margin

Operating Income (Loss) and Margin

Amortization of acquired intangible assets

Share-based compensation expense

Expenses related to the IPO

Goodwill impairment

Adjusted operating income and margin

Our operating loss increased by $3,192 million in 2024 compared to 2023, mainly as a result of a goodwill impairment loss recognized during the third quarter of 2024.

Adjusted Operating Income (Loss) and Margin

Our operating loss decreased by $2,785 million in 2025 compared to 2024, and increased by $3,192 million in 2024 compared to 2023, mainly as a result of the goodwill impairment loss recognized during the third quarter of 2024.

Our Adjusted Operating Income increased by $87 million in 2025 compared to 2024, primarily due to an increase in adjusted gross profit, partially offset by higher operating expenses.

Our Adjusted Operating Income decreased by $500 million in 2024 compared to 2023, primarily due to a reduction in revenue, and an increase in operating expenses.

Our Adjusted Operating Income increased by $8 million in 2023 compared to 2022, primarily due to the growth in our overall business, partially offset by the increase in research and development and general and administrative expenses.

Our Adjusted Operating Margin increased from 12% in 2024 to 15% in 2025, primarily due to a lower impact of operating expenses as a percentage of revenue.

Our Adjusted Operating Margin decreased from 33% in 2023 to 12% in 2024, primarily due to a higher operating expenses on a lower revenue base, in addition to lower Adjusted Gross Margin.

Our Adjusted Operating Margin decreased from 37% in 2022 to 33% in 2023, primarily due to a decrease in our Adjusted Gross Margin.

We expect that our Adjusted Operating Margin in the near-term future will increase compared to 2024, mainly due to a lower expected impact of operating expenses as a percentage of revenue.

This is expected to be partially offset by an over time decrease in Adjusted Gross Margin as we develop and sell full systems solutions contributing higher gross profit dollars per unit but lower percentage gross margin given the greater hardware content included in these systems.

Adjusted Net Income

We define Adjusted Net Income as net income (loss) presented in accordance with GAAP, adjusted to exclude amortization of acquisition related intangibles, share-based compensation expenses and impairment of goodwill, as well as the related income tax effects.

We expect that our Adjusted Operating Margin in the mid-term future will increase compared to 2025, mainly due to an expected decrease in operating expenses as a percentage of revenue, taking into account an expected decrease in Adjusted Gross Margin over time as we develop and sell full system solutions contributing higher gross profit dollars per unit but lower percentage Gross Margin given the greater hardware content included in these systems.

Adjusted Net Income (Loss)

We define Adjusted Net Income (Loss) as net income (loss) presented in accordance with GAAP, adjusted to exclude amortization of acquisition related intangibles and share-based compensation expenses and impairment of goodwill, as well as the related income tax effects.

Income tax effects have been calculated using the applicable statutory tax rate for each adjustment taking into consideration the associated valuation allowance impacts.

The adjustment for income tax effects consists primarily of the deferred tax impact of the amortization of acquired intangible assets and impairment of goodwill.

Set forth below is the reconciliation of net income (loss) to Adjusted Net Income:

Set forth below is the reconciliation of net income (loss) to Adjusted Net Income (Loss):

dollars in millions

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Share-based compensation expense

Expenses related to the Mobileye IPO

Goodwill impairment

Income tax effects

Adjusted net income

Our Net Loss increased by $3,063 million in 2024 compared to 2023, primarily due to a goodwill impairment loss recognized during the third quarter of 2024.

Our Net Loss decreased by $55 million in 2023 compared to 2022, primarily due to increase in revenue in addition to a decrease in amortization expense of intangible assets, partially offset by an increase of share-based compensation and and increase in financial income in 2023.

Adjusted Net Income (Loss)

Our net loss decreased by $2,698 million in 2025 compared to 2024, and increased by $3,063 million in 2024 compared to 2023, primarily due to the goodwill impairment loss recognized during the third quarter of 2024.

Our Adjusted Net Income increased by $81 million in 2025 compared to 2024, primarily due to an increase in adjusted gross profit, partially offset by higher operating expenses.

Our Adjusted Net Income decreased by $454 million in 2024 compared to 2023, primarily due to a reduction in revenue, and an increase in research and development expenses.

Our Adjusted Net Income increased by $54 million in 2023 compared to 2022, primarily due to increase in revenue, partially offset by the increase in our research and development and general and administrative expenses and an increase in financial income in 2023.

We expect that our Adjusted Net Income Margin (which is the Adjusted Net Income divided by total revenue) in the near-term future will increase compared to 2024, mainly due to a lower expected impact of operating expenses as a percentage of revenue.

We expect that our Adjusted Net Income (Loss) Margin (which is the Adjusted Net Income (Loss) divided by total revenue) in the mid-term future will increase compared to 2025, mainly due to an expected decrease in operating expenses as a percentage of revenue, taking into account an expected decrease in Adjusted Gross Margin over time as we develop and sell full systems solutions contributing higher gross profit dollars per unit but lower percentage Gross Margin given the greater hardware content included in these systems.

Critical Accounting Policies and Estimates

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The preparation of financial statements and related disclosures in conformity with U.S.

GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgements, assumptions and estimates that affect the amounts reported.

GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts

We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time the estimate was made.

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

During the third quarter of 2024, the Company performed an interim quantitative goodwill impairment analysis for the “Mobileye” reporting unit due to the recent decline in the share price of the Company’s Class A common stock and the corresponding decline in market capitalization, as well as macroeconomic and industry factors.

The quantitative impairment test estimates the fair value of the reporting unit using an income approach.

Significant inputs and assumptions incorporated in the valuation include business projections, terminal growth rate, and discount rate based on the reporting unit’s weighted average cost of capital.

The Company also assesses the reasonableness of the estimated fair value of the reporting unit by comparison to its market capitalization, including consideration of expected acquirer synergies, control premium, and the current market.

The results of the impairment analysis indicated that the fair value of the Mobileye reporting unit was below its carrying amount and therefore a non-cash impairment loss of $2,695 million ($2,613 million, net of tax), was recognized in the Consolidated Statements of Operations.

A 1% increase in the discount rate and a 0.5% decrease in terminal growth rate would result in an additional impairment of $1,493 million and $465 million, respectively.

2024 Goodwill Impairment Test

During the third quarter of 2024, the Company performed an interim quantitative goodwill impairment analysis for the “Mobileye” reporting unit due to a then recent decline in the share price of the Company’s Class A common stock and the corresponding decline in market capitalization, as well as macroeconomic and industry factors.

The quantitative impairment test estimated the fair value of the reporting unit using an income approach.

Significant inputs and assumptions incorporated in the valuation included business projections, terminal growth rate, and discount rate based on the reporting unit’s weighted average cost of capital.

The Company also assessed the reasonableness of the estimated fair value of the reporting unit by comparison to its market capitalization, including consideration of expected acquirer synergies, control premium, and the current market.

The results of the impairment analysis in 2024 indicated that the fair value of the Mobileye reporting unit was below its carrying amount and therefore a non-cash impairment loss of $2,695 million was recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss).

During the fourth quarter of 2024, we completed our annual impairment assessment.

Based on the assessment, the fair value of the “Mobileye” reporting unit exceeds its book value.

Based on the assessment, the fair value of the “Mobileye” reporting unit exceeded its book value.

We also performed a detailed quantitative analysis for the “Other” reporting unit which showed that no impairment was required.

Fair value was estimated using the expected present value of future cash flows and is categorized as Level 3 within the fair value hierarchy due to the use of unobservable inputs.

The Company did not record any impairment of goodwill in 2023 and 2022.

Fair value was estimated using the expected present value of future cash flows and was categorized as Level 3 within the fair value hierarchy due to the use of unobservable inputs.

2025 Goodwill Impairment Test

During the fourth quarter of 2025, we completed our annual impairment assessment.

For the “Mobileye” reporting unit, the assessment was performed using a quantitative test.

The quantitative impairment test estimated the fair value of the reporting unit using an income approach.

When using the income approach, we tested the reasonableness of the inputs and outcomes of our discounted cash flow analysis against available market data.

Based on the assessment, no impairment was recorded.

The results of the impairment analysis indicated that the fair value of the Mobileye reporting unit exceeded its carrying amount by less than 10%.

Due to the inherent uncertainties involved in measuring fair value using an income approach, underlying assumptions may change in future periods.

Unfavorable changes in certain of these key assumptions may affect future testing results, especially since the impairment loss recognized in 2024 reduced the headroom between the Mobileye reporting unit’s carrying mount and its estimated fair value.

A 1% increase in the discount rate, while holding all other assumptions constant, would result in an impairment loss of approximately $834 million to the Mobileye reporting unit goodwill.

A 0.5% decrease in the terminal growth rate while holding all other assumptions constant, would not result in an impairment loss to the Mobileye reporting unit goodwill.

Due to the equity of the Company being above the market capitalization of the Company as of December 27, 2025, a further sustained decline in our share price and market capitalization may require further testing of our Mobileye reporting unit, which may result in an impairment.

For the “Other” reporting unit, our annual goodwill impairment assessment was performed using a qualitative test and concluded that the fair value of the “Other” reporting unit substantially exceeds its book value.

The provision for income tax consists of income taxes in the various jurisdictions where the Company is subject to taxation, primarily the United States and Israel.

Certain components of the Company’s business operations were included in the consolidated U.S.

income tax return filed by Intel.

domestic income tax return filed by Intel.

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

The income tax provision included in the Company’s 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 the Tax Sharing Agreement with Intel that establishes the respective rights, responsibilities and obligations of the Company and Intel with respect to tax matters and, therefore, ultimately governs the amount payable to Intel with respect to income taxes.

Any differences between taxes currently payable to Intel 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 consolidated statement of shareholders’ equity and financing activities within the consolidated statement of cash flows.

According to the terms of the Tax Sharing Agreement, the Company and Intel will calculate and agree to estimated amounts owed quarterly but final amounts will also be calculated and paid upon consolidated tax return filings.

Amounts payable under the Tax Sharing Agreement will be recorded in the same manner as other contractual obligations entered into by the Company.

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

domestic consolidated federal and applicable state income tax returns 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 consolidated financial statements was calculated using the separate return method, as if the Company had filed its own U.S.

corporate income tax returns.

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

For periods prior to the Tax Deconsolidation, any differences between taxes currently payable to Intel under the Tax Sharing Agreement and the current tax provision computed on a separate return basis, were reflected as adjustments to additional paid-in capital in the consolidated statement of changes in equity and financing activities within the 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 and applicable state 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.

Deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

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The tax benefits recognized in the financial statements from such positions are measured based on the largest amount that is more than 50% likely to be realized upon ultimate settlement.

The Company recognizes interest and penalties related to unrecognized tax benefits within the provision for (benefit from) taxes on the Consolidated Statements of Income.

For additional information regarding income taxes, see Note 8 of the Notes to the Consolidated Financial Statements.

The Company recognizes interest and penalties related to unrecognized tax benefits within the Benefit (provision) for income taxes on the Consolidated Statements of Operations and Comprehensive Income (Loss).

For additional information regarding income taxes, see Note 8 to the Consolidated Financial Statements included in this report.

New Accounting Pronouncements

Significant Accounting Policies” to our consolidated financial statements included elsewhere in this report for information on new accounting pronouncements.

See “Note 2 - Significant Accounting Policies” to our consolidated financial statements included elsewhere in this report for information on new accounting pronouncements.

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 7. Management’s Discussion and Analysis