What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-12 compared with 2025-02-13 · 410 added, 391 removed, 771 unchanged (51% of the section changed)

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessments – Mobileye and Moovit reporting units

As described in Note 10 to the consolidated financial statements, the Company’s goodwill balance was $8,200 million as of December 28, 2024, and the goodwill associated with the Mobileye and Moovit reporting units was $8,089 million and $111 million, respectively.

Goodwill Impairment Assessment – Mobileye reporting unit

As described in Note 10 to the consolidated financial statements, the Company’s goodwill balance was $8,200 million as of December 27, 2025, and the goodwill associated with the Mobileye reporting unit was $8,089 million.

Management conducts an impairment test as of the end of each year, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired.

Potential impairment is identified by comparing the fair value of a reporting unit to its carrying value, including goodwill.

In 2024, the Company performed a detailed quantitative analysis for the Mobileye and Moovit reporting units.

Based on the goodwill impairment assessment during the year ended December 28, 2024, a goodwill impairment charge of $2,695 million was recorded to the Mobileye reporting unit during the third quarter due to a decline in the price of the Company’s Class A common stock and corresponding market capitalization, as well as macroeconomic and industry factors.

In 2025, the Company performed a detailed quantitative analysis for the Mobileye reporting unit.

Based on the goodwill impairment assessment during the year ended December 27, 2025, no goodwill impairment charge related to the Mobileye reporting unit was recorded.

Fair value is estimated by management using a discounted cash flow model.

Management’s cash flow projections for the Mobileye and Moovit reporting units included significant judgments and assumptions relating to financial projections, terminal growth rate and the discount rate.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Mobileye and Moovit reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Mobileye and Moovit reporting units, and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to financial projections, terminal growth rate and the discount rate.

Management’s cash flow projections for the Mobileye reporting unit included significant judgments and assumptions relating to financial projections, terminal growth rate and the discount rate.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Mobileye reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Mobileye reporting unit, and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to financial projections, terminal growth rate and the discount rate.

In addition, the audit effort involved the use of professionals with specialized skills and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Mobileye and Moovit reporting units.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the reporting unit.

These procedures also included, among others, (i) testing management’s process for developing the fair value estimate;

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(iv) evaluating the reasonableness of the significant assumptions used by management related to financial projections, terminal growth rate and the discount rate.

Evaluating management’s assumptions related to future cash flow projections involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Mobileye and Moovit reporting units, (ii) the consistency with external market and industry data, (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit, and (iv) assessing the adequacy of disclosures in the consolidated financial statements.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the discounted cash flow model and the reasonableness of the discount rate assumption.

Evaluating management’s assumptions related to future cash flow projections involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Mobileye reporting unit, (ii) the consistency with external market and industry data, (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit, and (iv) assessing the adequacy of disclosures in the consolidated financial statements.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the discounted cash flow model and the reasonableness of the discount rate and terminal growth rate assumptions.

/s/ Kesselman & Kesselman

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CONSOLIDATED BALANCE SHEETS

dollars in millions

dollars in millions, except share and per share data

Current assets

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shares issued and outstanding:

711,500,000 as of December 28, 2024 and December 30, 2023

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

Additional paid-in capital

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income (loss), net of tax

Retained earnings (accumulated deficit)

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

dollars in millions, except share and per share amounts

dollars in millions, except share and per share data

Cost of revenue

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Operating income (loss)

Interest income with related party

Interest expense with related party

Other financial income (expense), net

Financial income (expense), net

Income (loss) before income taxes

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Net income (loss)

OTHER COMPREHENSIVE INCOME (LOSS)

Other comprehensive income (loss), net of tax

TOTAL COMPREHENSIVE INCOME (LOSS)

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Shareholders’

dollars in millions, except per share data

dollars except number of shares, in millions

paid-in capital

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Other comprehensive income (loss), net

Equity transaction in connection with the legal purchase of Moovit entities

Dividend Note with related party

Dividend distribution

Tax sharing agreement with Parent

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Recharge to Parent for Share-based compensation

Net transfer from (to) Parent

Issuance of Class B common stock and reclassification of Parent Net Investment in connection with the Initial Public Offering

Issuance of Class A common stock in Initial Public Offering, net of underwriting discounts, commissions and offering costs

Dividend Note contribution from related party

Issuance of common stock under employee share-based compensation plans

Secondary offering

Balance as of December 30, 2023

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Issuance of common stock under employee share-based compensation plans

Secondary offering

Balance as of December 28, 2024

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Issuance of common stock under employee share-based compensation plans

Repurchase of common stock from Parent

Balance as of December 27, 2025

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Deferred income taxes

Interest on Dividend Note to related party, net

Interest with related party, net

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Decrease (increase) in inventories

Decrease (increase) in other long - term assets

Increase (decrease) in accounts payable, accrued expenses and related party payable

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Increase (decrease) in other current liabilities

Decrease (increase) in other long term assets

Increase (decrease) in other long-term liabilities

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Purchase of property and equipment

Repayment of loan due from related party

Issuance of loan to related party

Purchases of debt and equity investments

Maturities and sales of debt and equity investments

Net cash provided by (used in) investing activities

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Net transfers from Parent

Dividend paid

Share-based compensation recharge

Proceeds from initial public offering, net of offering costs

Equity transaction in connection with the legal purchase of Moovit entities

Repayment of Dividend Note with related party

Net cash provided by (used in) financing activities

Repurchase of common stock from Parent

Net cash used in financing activities

Effect of foreign exchange rate changes on cash and cash equivalents

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Non-cash purchase of property and equipment

Dividend Note with related party

Dividend Note contribution from related party

Unpaid offering costs

Tax sharing agreement with Parent

Conversion of Class B common stock to Class A common stock

Supplemental cash flow information:

Cash received (paid) for income taxes, net of refunds

Interest paid to related party

Interest received from related party

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

Mobileye combines the operations of its consolidated subsidiaries, which include the Mobileye Group, as defined below.

Before the completion of the Mobileye IPO and the reorganization in October 2022, the Company consisted of the “Mobileye Group”, which combined the operations of Cyclops Holdings Corporation (“Cyclops”), Mobileye B.V.

and its subsidiaries, GG Acquisition Ltd.

and Moovit App Global Ltd.

and its subsidiaries (“Moovit”) and certain Intel employees mainly in research and development (the “Intel Aligned Groups”).

Mobileye operates as a subsidiary of Intel Corporation (“Intel” or the “Parent”), which acquired a majority stake in Mobileye in August 2017 (the “Mobileye Acquisition”).

The remaining issued and outstanding shares of Mobileye were acquired by Intel in 2018.

Intel directly or indirectly holds all of the Class B common stock of Mobileye, which as of December 28, 2024, represents approximately 87.7 % of our outstanding common stock and 98.6 % of the voting power of our common stock.

Mobileye’s Class A common stock are traded on the Nasdaq Global Select Market since October 26, 2022 under the ticker symbol “MBLY”.

Secondary Offering

On June 7, 2023, the Company announced the pricing of a public secondary offering of 38,500,000 shares of its Class A common stock (which shares were received upon the conversion of 38,500,000 shares of Class B common stock into Class A common stock) by Intel at a public offering price of $ 42.00 per share, which closed on June 12, 2023 (the “Secondary Offering”).

The Company did not receive any proceeds from this offering.

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

These costs were expensed as incurred within general and administrative expenses.

Upon the completion of the Secondary Offering, Intel continues to directly or indirectly hold all of the Class B common stock of Mobileye.

Operations in Israel

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 on 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 or 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 and financial results 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.

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

However, since this is an event beyond our control, its continuation or cessation may impact our expectations.

We continue to monitor political and military developments closely and examine the consequences for our business, results of operations and financial condition.

Intel directly or indirectly holds 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.

Mobileye’s Class A common stock has been traded on the Nasdaq Global Select Market since October 26, 2022 under the ticker symbol “MBLY”.

Secondary Offering, Share Repurchase and Conversion

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

The Secondary Offering closed on July 11, 2025.

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

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

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

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

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

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

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

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

Securities Act of 1933.

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

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

Upon completion of the Secondary Offering, Share Repurchase, Option and Conversion and as of December 27, 2025, Intel continues to directly or indirectly hold all of the Class B common stock of Mobileye as well as 50,000,000 shares of Class A common stock, which together represent approximately 79.5 % of our outstanding common stock and 97.3 % of the voting power of our common stock.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

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

Operations in Israel

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.

Other events during the current reporting period

On March 18, 2024, the Company announced the winding down of the Aftermarket Solutions Unit that provides retrofitted advanced driver assistance technology.

This decision was made following a thorough review of this unit’s business prospects and investment needs showing that since automakers and other vehicle manufacturers have steadily increased the rate at which integrated ADAS solutions are installed on new vehicles, the demand and future addressable market for retrofitted ADAS solutions has declined.

As a result, this division has seen its revenues decline meaningfully, and in recent years has not positively contributed to Mobileye’s profitability.

The plan for winding down of the Aftermarket Solutions Unit resulted in a reduction in workforce of approximately 100 employees worldwide.

The termination costs are in the amount of approximately $ 4 million, which was recognized as an expense in the year ended December 28, 2024.

On September 9, 2024, the Company announced the winding down of the Lidar R&D Unit by the end of 2024 and the cessation of internal development of next-generation frequency modulated continuous wave (FMCW) lidars for use in autonomous and highly automated driving systems.

The decision was based on a variety of factors, including substantial progress on the Company’s EyeQ ™ 6-based computer vision perception, increased clarity on the performance of the Company’s internally developed imaging radar, and continued better-than-expected cost reductions in third-party time-of-flight lidar units.

The plan for winding down of the Lidar R&D Unit includes a reduction in workforce of approximately 90 employees worldwide.

The affected employees are entitled to additional termination costs in the amount of approximately $ 4.6 million which was recognized as an R&D expense in the year ended December 28, 2024.

On December 8, 2025, the Company implemented a workforce reduction affecting approximately 200 employees, primarily in Israel.

The related costs were in the amount of approximately $ 7 million, which was recorded as an expense in the year ended December 27, 2025.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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The Company operates on a 52-week or 53-week fiscal year that ends on the last Saturday in December.

Fiscal years 2024 and 2023 were a 52-week fiscal years.

Fiscal year 2022 was a 53-week fiscal year.

Prior to the Mobileye IPO

The financial statements and accompanying notes that include periods ending or as of dates prior to the completion of the Mobileye IPO in October 2022, have been derived from the consolidated financial statements and accounting records of Intel and are presented as if the Company had been operating as a stand-alone company.

The assets, liabilities, revenue, and expenses directly attributable to the Company’s operations, including the acquired goodwill and intangible assets, have been reflected in these consolidated financial statements on a historical cost basis, as included in the consolidated financial statements of Intel.

The Company utilized the Intel Aligned Groups mainly in research and development activities.

The associated costs of the Intel Aligned Groups are reflected on a specific attribution basis in the consolidated statements of operations and comprehensive income (loss).

Intel Aligned Groups also participated in various Intel compensation and benefit plans.

Portions of those plans’ costs were based on actual headcount and included in these consolidated financial statements.

These costs are not necessarily indicative of costs that would have been incurred had the Company operated on a stand-alone basis.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The statements of operations and comprehensive income (loss) include allocations of general corporate expenses from Intel.

These expenses have been allocated to the Company on the basis of direct usage when identifiable or allocated on the basis of headcount.

Management of the Company and Parent considered the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of the services provided to or the benefit received by the Company during the periods presented.

Mobileye largely continued to operate as a standalone operation and had not been fully integrated into Intel, with limited use of corporate overhead functions.

The allocated costs for the periods presented in the statement of operations and comprehensive income (loss) were not material.

The allocations may not be reflective of the expenses that would have incurred had the Company operated as a stand-alone company for the periods presented.

These costs also may not be indicative of the expenses that the Company will incur in the future or would have incurred if the Company had obtained these services from a third party.

Actual costs that may have been incurred if the Company 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.

As Mobileye Group was not historically held by a single legal entity, total parent net investment is shown in lieu of equity in the periods prior to the completion of the Mobileye IPO and represents Intel’s total interest in the recorded net assets of Mobileye Group.

All intercompany transactions within the previously combined businesses of the Company have been eliminated.

Transactions between the Company and Intel, arising from arrangements with Intel and other similar related-party transactions, were considered to be effectively settled at the time the transactions were recorded, unless otherwise noted.

The total net effect of the settlement of these transactions was reflected within parent net investment as a component of equity and within net transfers from Parent as a financing activity in the periods prior to the completion of the Mobileye IPO, unless otherwise noted.

Following the Mobileye IPO

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

Following the legal entity reorganization and the completion of the Mobileye IPO, Intel continues to control the Company and holds all of the Company’s Class B common stock.

Refer to Note 9 Related Party Transactions and Note 6 Equity for further information.

Fiscal years 2025, 2024 and 2023 were 52-week fiscal years.

The consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S.

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A change in estimates, including a change in the overall market value of the Company, could require reassessments of the items noted above.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Functional currency

The majority of the Company and its subsidiaries revenue are denominated in the United States (“U.S.”) dollar, as are most purchases of materials and components.

The Company’s financings and capitalization have also been denominated in the U.S.

Management believes that the currency of the primary economic environment in which the Company and its subsidiaries operate is the U.S.

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dollar is the functional and reporting currency of the Company and its subsidiaries.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accordingly, transactions in currencies other than the U.S.

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Non-monetary assets and liabilities are remeasured into the functional currency using the historical exchange rate.

The effects of foreign currency remeasurements are recorded in the consolidated statements of operations and comprehensive income (loss) as other financial income (expense), net.

The effects of foreign currency remeasurements are recorded in the consolidated statements of operations and comprehensive income (loss) as financial income (expense), net.

Debt Investments

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Equity investments consist of investments in marketable and non-marketable equity securities.

Investments in marketable equity securities are measured and recorded at fair value with changes in fair value, whether realized or unrealized, recorded in the statement of operations.

Investments in marketable equity securities are measured and recorded at fair value with changes in fair value, whether realized or unrealized, recorded in the statement of operations and comprehensive income (loss).

Equity investments are classified within other current assets.

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These amounts are included in other current and long-term assets on the consolidated balance sheets.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a reconciliation of the cash, cash equivalents and restricted cash for each period presented:

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Cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fair value measurement

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In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and if applicable considers credit risk in its assessment of fair value.

The carrying value of short term deposits classified as cash equivalents approximates their fair value due to the short maturity of these items.

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

Interest income related to money market funds for the years ended December 28, 2024, and December 30, 2023 amounted to $ 47 million and $ 46 million, respectively.

The carrying amounts of short term deposits classified as cash equivalents, trade accounts receivable and accounts payable approximates their fair value due to the short maturity of these items.

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

Interest income related to money market funds for the years ended December 27, 2025, December 28, 2024 and December 30, 2023 amounted to $ 41 million, $ 47 million and $ 46 million, respectively.

The Company’s investment in U.S.

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The Company’s derivative instruments designated as hedging instruments, are measured at fair value within Level 2 of the fair value hierarchy.

The carrying amounts of trade accounts receivable and accounts payable approximate fair value because of their generally short maturities.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Inventories are stated at the lower of cost and net realizable value.

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Property and equipment are depreciated on a straight-line basis over their estimated useful lives.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The estimated useful lives per asset type are as follows:

Computers, electronic equipment and software

3 - 7 (Mainly 4)

Office furniture and equipment

Leasehold improvements are amortized by the straight-line method over the shorter of the term of the lease and estimated useful life of the improvements.

15 - 25 (Mainly 25)

Leasehold improvements are amortized on a straight-line basis over the shorter of the remaining lease term or estimated useful life of the improvements.

Assets in construction are not depreciated until they are available for their intended use.

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Changes in these estimates could change the conclusion regarding an impairment of goodwill.

A non-cash goodwill impairment loss of $ 2,695 million ($ 2,613 million, net of tax), was recognized for the Mobileye reporting unit in the third quarter of 2024, for further detail see Note 10 of the Notes to Consolidated Financial Statements.

In the year ended December 27, 2025, no goodwill impairment loss was recognized.

In the year ended December 28, 2024, a non-cash goodwill impairment loss of $ 2,695 million, was recognized for the Mobileye reporting unit, for further detail see Note 10 Goodwill .

Intangible assets, net

The Company amortizes acquisition-related intangible assets that are subject to amortization over their estimated useful life.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company performs an annual review of significant finite-lived identified intangible assets to determine whether facts and circumstances indicate that the carrying amount may not be recoverable.

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The Company did not record any impairment of long-lived assets for any of the periods presented.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Research and development, net

Research and development costs are expensed as incurred, and consist primarily of personnel, facilities, equipment, and supplies for research and development activities.

The Company follows the provisions of ASC 985, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed, which requires that software development costs incurred in conjunction with development be charged to research and development expenses until technological feasibility is established.

For software embedded in products, the Company follows the provisions of ASC 985, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed, which requires that software development costs incurred in conjunction with development be charged to research and development expenses until technological feasibility is established.

The technological feasibility is established upon completion of a working model.

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Accordingly, all research and development costs have been expensed as incurred.

The Company enters into best-efforts nonrefundable, non-recurring engineering (“NRE”) arrangements pursuant to which the Company is reimbursed for a portion of the research and development expenses attributable to specific development programs.

For development of Cloud-Enhanced ADAS™ systems, the Company applies ASC 350 - 40, Internal - use software, under which costs will be capitalized only when both the preliminary project stage is completed and it is probable that the software being developed is completed and used to perform the function intended.

The Company enters into best-efforts non - refundable, non-recurring engineering (“NRE”) arrangements pursuant to which the Company is reimbursed for a portion of the research and development expenses attributable to specific development programs.

The Company does not receive any additional compensation or royalties upon completion of such projects and the potential customer does not commit to purchase the resulting product in the future.

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Derivatives and hedging

Intel’s hedging program

Beginning in 2021, as part of Intel’s corporate hedging program, Intel is hedging forecasted cash flows denominated in Israeli Shekel (“ILS”) related to the Company.

ILS is the largest operating expense currency of the Company.

Intel combines all of its ILS exposures, and as part of Intel’s hedging program enters into hedging contracts to hedge Intel’s combined ILS exposure.

Derivative gains and losses attributed to these consolidated financial statements were recorded under accumulated other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affected the statement of operations.

During the fourth quarter of 2022, the Company de-designated its remaining cash flow hedges for forecasted operating expenses denominated in ILS and will no longer participate in the hedging services agreement with Intel.

As the hedged transactions and cash flows related to the outstanding instruments were expected to occur as originally forecasted, the associated gains and losses deferred in accumulated other comprehensive income (loss) on the Company’s consolidated balance sheet were reclassified into earnings in the same period or periods during which the originally hedged transactions affected earnings.

Any subsequent changes in the fair value of the outstanding derivative instruments after the de-designation and termination of hedge accounting, were immediately reflected in operating expenses.

As of December 30, 2023, there were no outstanding hedging instruments and all of the related accumulated other comprehensive income (loss) was reclassified into the statement of operations and comprehensive income (loss).

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Mobileye’s hedging program

During the fourth quarter of 2024 the Company initiated a foreign currency cash flow hedging program, designed to hedge the Company’s foreign exchange rate risk, resulting from ILS payroll expenses.

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These derivative instruments are measured at fair value within Level 2 of the fair value hierarchy.

Derivative instruments are recorded as other current assets or other current liabilities, according to the timing of the cash flows.

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

As of December 28, 2024, the Company expects to reclassify all of its unrealized gains and losses from accumulated other comprehensive income to earnings during the next twelve months.

Derivative instruments are recorded as other current assets or other current liabilities, according to the timing of settlement.

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

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

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The notional amount and fair value of outstanding derivatives at the end of each period were:

dollars in millions

Notional amount of foreign currency contracts

Fair value of foreign currency contracts

Notional amount of derivatives contracts

Fair value of derivative assets

The change in accumulated other comprehensive income (loss) relating to gains (losses) on derivatives used for hedging was as follows:

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Amounts reclassified out of accumulated other comprehensive (income) loss *

Other comprehensive income (loss), net

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

Other comprehensive income (loss), net of tax

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

Revenue recognition

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Any shipping and handling costs related to the fulfillment of sales are included in cost of revenue.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Sales of the Company’s products regularly include warranties which provides the customer with assurance that the products delivered will perform in accordance with agreed-upon specifications.

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When the Company is a principal in a transaction, it has determined that it controls the ability to direct the use of the product prior to transfer to a customer, is primarily responsible for fulfilling the promise to provide the product or service to the customer, has discretion in establishing prices, and ultimately controls the transfer of the product or services provided to the customer.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Advertising expenses

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Share-based compensation

Prior to the completion of the Mobileye IPO, the Company’s employees participated in Intel’s equity incentive plans and were granted options and restricted stock units (“RSUs”) on Intel’s common shares.

In connection with the Mobileye IPO, the Company approved the Mobileye Global Inc.

In June 2025, the stockholders of the Company approved the Amended and Restated Mobileye Global Inc.

2022 Equity Incentive Plan (the “2022 Plan”), which allows the compensation committee of the Company to make equity-based incentive awards to our employees, consultants and outside directors.

Equity awards granted to employees are accounted for using the estimated grant date fair value.

The Company estimates the fair value of employee stock options to purchase shares of Intel common stock with a service condition using an option pricing model at the date of grant and values RSUs based on the market value of the underlying share of Intel or Mobileye common stock (as applicable) at the date of grant.

The Company values RSUs based on the market value of the underlying share of Mobileye common stock (as applicable) at the date of grant.

The Company recognizes share-based compensation expense for the value of its awards, which have graded vesting based on service conditions, using the straight-line method over the requisite service period of each of the awards, net of estimated forfeitures.

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The Company adjusts these accruals when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate.

During the years ended December 30, 2023, December 28, 2024 and through the Secondary Offering in July 2025, certain components of the Company’s business operations were included in the Parent’s consolidated U.S.

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

Following the Secondary Offering, which resulted in the Tax Deconsolidation (see also Note 1 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 Tax Deconsolidation event did not have a material impact on the Company’s income tax provision for the year ended December 27, 2025.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the years presented in the consolidated financial statements, certain components of the Company’s business operations were included in the consolidated US domestic income tax return filed by the Company’s Parent.

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

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

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

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

For additional information regarding the Tax Sharing Agreement, see Note 9 of the Notes to Consolidated Financial Statements.

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

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

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

For further detail regarding income tax, refer to Note 8 Income Taxes.

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

For periods prior to the Tax Deconsolidation, any differences between taxes currently payable to the Company’s Parent under the TSA and the current tax provision computed on a separate return basis, were reflected as adjustments to additional paid-in capital in the 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 or benefits with its Parent as previously required under the TSA.

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

For additional information regarding the Tax Sharing Agreement, see Note 9 Related Party Transactions .

For further details regarding income tax, see Note 8 Income Taxes.

Provision for warranties

The Company provides warranties for its products, which vary with respect to each contract and in accordance with the nature of each specific product.

The warranty terms vary from one to three years, with the majority of the Company’s products being subject to a warranty period of one year.

The warranty terms vary from one to three years.

The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time revenue is recognized.

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The Company discloses contingencies when it believes that a loss is not probable, but reasonably possible.

Management believes that there are no current matters that would have a material effect on the Company’s consolidated balance sheets, statement of operations or cash flows.

Management believes that there are no current matters that would have a material effect on the Company’s consolidated balance sheets, statement of operations and comprehensive income (loss) or cash flows.

Legal fees are expensed as incurred.

The Company accounts for leases in accordance with ASC 842, Leases, which requires lessees to recognize leases on the consolidated balance sheets and disclose key information about leasing arrangements.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Leases primarily consist of real estate property and vehicles and are classified as operating leases with fixed payment terms.

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Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

ROU assets and lease liabilities are included in other long-term assets, other current liabilities, and other long-term liabilities on the consolidated balance sheet.

ROU assets and lease liabilities are included in other long-term assets, other current liabilities, and other long-term liabilities on the consolidated balance sheets.

Lease expenses for the operating leases are recognized on a straight-line basis over the lease term and are included in operating expenses in the consolidated statements of operations and comprehensive income (loss).

Options to extend or terminate the lease are taken into account when it is reasonably certain at the commencement date that such options will be exercised by the Company.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company elected to apply the short-term lease exemption for lease with a non-cancelable period of twelve months or less.

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RSUs are not included in the computation of diluted earnings (loss) per share if the effect of their inclusion would have been anti-dilutive.

Refer to Note 7 Earnings (Loss) per Share as well as Note 6 Equity, for further discussion on awards.

See Note 7 Earnings (Loss) Per Share as well as Note 6 Equity, for further discussion on awards.

Share repurchases

We have elected to retire shares repurchased to date.

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

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

Concentration of credit risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, which include:

short-term deposits, money market funds, U.S.

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, which include short-term deposits, money market funds, U.S.

government bonds, derivative financial instruments, and also trade accounts receivable.

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Trade accounts receivable are typically due from customers within 30 to 60 days .

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company performs ongoing credit evaluations of its customers and has not experienced any material losses in the periods presented.

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This allowance consists of an amount based on overall estimated exposure for the receivable portfolio and amounts identified for specific customers.

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

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

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

For each of the years presented, the charge-offs and recoveries in relation to the credit losses were not material.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Customer concentration risk

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During 2021 and 2022, STMicroelectronics, our sole supplier of EyeQ™ SoCs, was not able to meet our demand for EyeQ™ SoCs, causing a significant reduction in the Company’s inventory levels.

Starting in late 2022 and early 2023, such supply disruptions, raw material shortages and manufacturing limitations abated and during 2023, we successfully increased levels of EyeQ ™ SoC inventory on hand, mitigating the potential for future supply constraints to cause a shortfall.

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.

Starting in late 2022 and early 2023, such supply disruptions, raw material shortages and manufacturing limitations abated and during 2023, we successfully increased levels of EyeQ™ SoC inventory on hand, mitigating the potential for future supply constraints to cause a shortfall of chips.

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.

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.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

New Accounting pronouncements

Accounting pronouncements adopted in the period

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

The ASU improves reportable segments disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

This ASU did not have a material impact on the Company’s consolidated financial statements.

Accounting Pronouncements effective in future periods

In December 2023, the FASB issued ASU 2023-09 Improvements to Income Tax Disclosures .

The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

In December 2023, the FASB issued ASU 2023-09 Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments to improve the effectiveness of income tax disclosures.

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

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

The Company implemented the new income tax disclosures retrospectively.

The implementation of ASU 2023-09 affected disclosures only and had no impact on the Company’s financial condition or results of operations (See Note 8 Income Taxes ).

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounting Pronouncements effective in future periods

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

Disaggregation of Income Statement Expense and ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date .

The ASU improves the disclosures about a public business entity’s expenses and provides more detailed information about the types of expenses in commonly presented expense captions.

The amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation and amortization included in each relevant expense caption (such as cost of sales, general and administrative, and research and development).

The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

Disaggregation of Income Statement Expense (“ASU 2024-03”) and ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date (“ASU 2025-01”).

ASU 2024-03 and ASU 2025-01 improves the disclosures about a public business entity’s expenses and provides more detailed information about the types of expenses in commonly presented expense captions.

The amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation and amortization included in each relevant expense caption (such as cost of revenue, general and administrative, and research and development).

ASU 2024-03 and ASU 2025-01 are both effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

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

The Company is evaluating the potential impact of ASU 2024-03 and ASU 2025-01 on its consolidated financial statement disclosures.

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

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

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

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

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

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

ASU 2025-05 is not expected to have a material impact on the Company’s consolidated financial statements.

In September 2025, the FASB issued Accounting Standards Update 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”).

ASU 2025-06 provides targeted improvements to the accounting for internal-use software costs by replacing the existing project-stage model with a principles-based approach to determine when capitalization of costs should begin.

ASU 2025-06 is effective for all entities for annual reporting periods beginning after December 15, 2027 on a prospective basis, with early adoption permitted.

The Company is currently evaluating the potential impact that ASU 2025-06 will have on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements (“ASU 2025-11”).

ASU 2025-11 provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period.

The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application.

The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years.

NOTE 3 - OTHER FINANCIAL STATEMENT DETAILS

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Severance pay liability with respect to Israeli employees is calculated pursuant to Israeli Severance Pay Law based on the most recent salary of the employees, multiplied by the number of years of employment as of the period-end date.

The Company records an expense for the increase in its severance liability, net of earnings (losses) from the related severance pay funds.

The Company records an expense for the increase in its severance liability, net of income (losses) from the related severance pay funds.

The liabilities are presented on an undiscounted basis and included on the consolidated balance sheets as a long-term employee benefit.

Severance pay liabilities as of December 27, 2025 and December 28, 2024 were $ 78 million and $ 62 million, respectively.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s liability for all of its Israeli employees is covered by monthly deposits with severance pay funds.

The value of the deposited funds is based on the cash surrender value of these policies and includes earnings (or losses) accumulated through the balance sheet date.

The value of the deposited funds is based on the cash surrender value of these policies and includes gains (or losses) accumulated through the balance sheet date.

The deposited funds may be withdrawn only upon the fulfillment of the obligations pursuant to Israeli Severance Pay Law or labor agreements.

Severance pay funds, which are included in other long-term assets, were $ 69 million and $ 52 million as of December 27, 2025 and December 28, 2024, respectively.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The majority of the Company’s liability for severance pay is covered by the provisions of Section 14 of the Israeli Severance Pay Law (“Section 14”).

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Certain operating leases provide for annual increases to lease payments based on an index.

The Company calculates the present value of future lease payments based on the index at the lease commencement date.

Differences between the estimated lease liability and actual payments are expensed as incurred and are not material for all periods presented.

The Company calculates the present value of future lease payments based on the index or rate at the lease commencement date.

Differences in lease payments resulting from changes in an index or rate are recognized are expensed as incurred and are not material for all periods presented.

The lease agreements generally do not contain any residual value guarantees or restrictive covenants.

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Supplemental information related to operating leases was as follows:

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in millions

1 unchanged sentence

Right-of-use assets recognized in exchange for lease obligations

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Maturities of operating lease liabilities were as follows:

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Each share of our Class B common stock is entitled to ten votes and is convertible at any time into one share of our Class A common stock, subject to certain conditions.

Intel continues to directly, or indirectly, hold all of the Class B common stock of Mobileye, which represents approximately 87.7 % of our outstanding common stock and 98.6 % of the voting power of our common stock as of December 28, 2024.

On May 12, 2022, Mobileye Group declared and paid a dividend in an aggregate amount of $ 336 million to Intel, net of $ 14 million of cash paid to tax authorities to settle related tax obligations.

In October 2022, the Company made a capital distribution in cash to Intel in the amount of $ 1.1 million.

On July 11, 2025, we completed the Secondary Offering pursuant to which 57,500,000 shares of Class B common stock held by Intel were converted into an equal number of shares of Class A common stock.

In connection with and conditional upon the closing of the Secondary Offering, 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).

For further detail, refer to Note 1 General .

Intel continues to directly, or indirectly, hold all of the Class B common stock of Mobileye as well as 50,000,000 shares of Class A common stock, which together represents approximately 79.5 % of our outstanding common stock and 97.3 % of the voting power of our common stock as of December 27, 2025.

Share-based compensation plans

Mobileye Plan

In connection with the Mobileye IPO, the Company approved the Mobileye Global Inc.

2022 Equity Incentive Plan (the “2022 Plan”).

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

The RSUs granted during 2024, 2023 and 2022 also include 0.5 million, 0.4 million and 2.1 million RSUs granted to the Company’s Chief Executive Officer, in a total value of $ 14 million, $ 14 million and $ 44 million, respectively, which will vest over a service period of up to five years .

In June 2025, the stockholders of the Company approved the Amended and Restated Mobileye Global Inc.

2022 Equity Incentive Plan.

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

The RSUs granted during 2025, 2024 and 2023 also include 0.9 million, 0.5 million and 0.4 million RSUs granted to the Company’s Chief Executive Officer, with a total value of $ 15 million, $ 14 million and $ 14 million, respectively, which will vest over a service period of up to five years .

MOBILEYE GLOBAL INC.

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With respect to Israeli employees, the 2022 Plan is designed to grant awards pursuant to the provision of Section 102 of the Israeli Income Tax Ordinance.

In accordance with the capital gains treatment elected by the Company, the Company is not allowed for tax purposes to deduct the amounts credited to employees.

In accordance with the capital gains treatment elected by the Company, the Company is not allowed to deduct the amounts credited to employees for tax purposes.

This includes amounts recorded as salary benefits in the Company’s consolidated financial statements, in respect of equity granted to employees under the 2022 Plan, with the exception of the benefit component, if any, on the grant date.

Restricted Stock Units

The RSU activity for the years ended December 28, 2024, December 30, 2023 and December 31, 2022 for RSUs granted to the Company’s employees under the 2022 Plan was as follows:

The RSUs activity for the years ended December 27, 2025, December 28, 2024 and December 30, 2023 for RSUs granted to Company’s employees under the 2022 Plan was as follows:

Weighted average grant

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Outstanding as of December 27, 2025

As of December 28, 2024, the unrecognized compensation cost related to all unvested RSUs granted under the Company’s 2022 Plan, was $ 405 million, which is expected to be recognized as expense over a weighted-average period of 2.07 years.

Prior to the Mobileye IPO, since 2017, employees of the Company had been incentivized and rewarded through the grant of Intel equity awards under the Intel Corporation 2006 Equity Incentive Plan (the “2006 Plan”).

The 2006 Plan provides for the grant of equity awards covering Intel common stock to eligible employees of the Company and contain only a service condition.

As of December 27, 2025, the unrecognized compensation cost related to all unvested RSUs granted under the Company’s 2022 Plan, was $ 441 million, which is expected to be recognized as an expense over a weighted-average period of 2.14 years.

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

The equity awards granted generally vest over the course of three years from the grant date.

With respect to Israeli employees, the 2006 Plan is designed to grant awards pursuant to the provision of Section 102 of the Israeli Income Tax Ordinance.

In accordance with the capital gains treatment elected by the Company, the Company is not allowed for tax purposes to deduct the amounts credited to employees.

This includes amounts recorded as salary benefits in the Company’s consolidated financial statements, in respect of equity granted to employees under the 2006 Plan, with the exception of the benefit component, if any, on the grant date.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Outstanding and exercisable options for Intel’s common stock under Intel’s 2006 Plan as of December 28, 2024 were as follows:

Weighted average

Exercise price

contractual life

exercise price

The option activity for the years ended December 28, 2024, December 30, 2023, and December 31, 2022 for options granted to Company’s employees for Intel’s common stock was as follows:

contractual Life

exercise price

dollars in millions

Options outstanding as of December 25, 2021

Options outstanding as of December 31, 2022

Options outstanding as of December 30, 2023

Options outstanding as of December 28, 2024

Options exercisable as of December 28, 2024

(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of Intel’s common stock.

On December 28, 2024, December 30, 2023, and December 31, 2022, the Intel share prices were $ 20.30 , $ 50.25 , and $ 26.43 , respectively.

This represents the potential pre-tax amount receivable by the option holders had all option holders exercised their options as of such date.

(2) The remaining options expected to vest as of December 28, 2024 were 3 thousand options with an average weighted exercise price of $ 21.6 .

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The RSU activity for the years ended December 28, 2024, December 30, 2023, and December 31, 2022 for RSUs granted to Company’s employees for Intel’s common stock was as follows:

Weighted average grant

Number of RSUs

date fair value per share

Outstanding as of December 25, 2021

Outstanding as of December 31, 2022

Outstanding as of December 30, 2023

Outstanding as of December 28, 2024

Unrecognized expenses

As of December 28, 2024, the unrecognized compensation cost related to stock options and RSUs granted under the Intel 2006 Plan was $ 7 million, which will be recognized over a weighted average period of 0.47 years.

The activity of the Company’s employees for Intel’s options and RSUs was immaterial as of December 28, 2024 and December 27, 2025.

Share-based compensation expense summary (for both Mobileye and Intel Plans)

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Total share-based compensation

NOTE 7 EARNINGS (LOSS) PER SHARE

Before the Mobileye IPO, Intel held directly or indirectly 100 shares of common stock of Mobileye, with a par value of $ 0.01 per share, that were issued and outstanding.

Immediately prior to the Mobileye IPO, those 100 shares of common stock held by Intel were reclassified into 100 shares of Class B common stock with a par value of $ 0.01 per share.

Concurrently, we issued to Intel an additional 749,999,900 shares of our Class B common stock pursuant to an agreement with Intel.

Accordingly, as of the completion of the Mobileye IPO, we had 750,000,000 Class B shares, all held by Intel.

Per ASC 260-10-55-12, this share amount is being retroactively utilized for the calculation of basic and diluted earnings (loss) per share (“EPS”) for periods prior to the Mobileye IPO.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In connection with the Mobileye IPO, we issued 41,000,000 shares of our Class A common stock to the public at a public offering price of $ 21.00 per share and an additional 4,761,905 Class A shares at a private placement.

The Mobileye IPO closed on October 28, 2022.

On November 1, 2022, we closed the sale of an additional 6,150,000 shares pursuant to the exercise of the underwriters’ over-allotment option.

In accordance with ASC 260, the Class A shares issued in connection with the Mobileye IPO are included in earnings (loss) per share calculations for periods subsequent to the closing of the Mobileye IPO and are not included in the earnings (loss) per share calculations for periods prior to the closing of the Mobileye IPO.

On June 12, 2023, we completed the Secondary Offering, pursuant to which 38,500,000 shares of Class B common stock held by Intel were converted into an equal number of shares of Class A common stock.

Accordingly, as of December 28, 2024, we have 711,500,000 Class B shares, all held by Intel, and 100,226,477 Class A shares, both of which are utilized for the calculation of basic and diluted EPS.

The outstanding Class A shares also include shares issued upon vesting of outstanding RSUs, see note 6.

NOTE 7 - EARNINGS (LOSS) PER SHARE

As of December 27, 2025, we have 597,768,015 Class B shares, all held by Intel, and 216,980,847 Class A shares out of which 50,000,000 shares are held by Intel, both of which are utilized for the calculation of basic and diluted EPS.

The outstanding Class A shares also include shares issued upon vesting of outstanding RSUs, see Note 6 Equity .

For the years ended December 27, 2025, December 28, 2024 and December 30, 2023, the computation of diluted earnings (loss) per share attributable to common stockholders does not include 27.5 million, 18.1 million and 5.9 million potential common shares, respectively, related to restricted stock units granted under the 2022 Plan to the Company’s employees, as the effect of their inclusion would have been anti-dilutive.

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Income (Loss) before income taxes included in the consolidated statements of operations and comprehensive income (loss)

Income (loss) before income taxes for the years ended December 27, 2025, December 28, 2024, and December 30, 2023 was comprised of the following:

dollars in millions

1 unchanged sentence

Total income (loss) before income taxes

Benefit (provision) for income taxes included in the consolidated statements of operations and comprehensive income (loss)

Benefit (provision) for income taxes for the years ended December 28, 2024, December 30, 2023, and December 31, 2022 was comprised of the following:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Benefit (provision) for income taxes included in the consolidated statements of operations and comprehensive income (loss)

Benefit (provision) for income taxes for the years ended December 27, 2025, December 28, 2024, and December 30, 2023 was comprised of the following:

dollars in millions

Current income taxes:

Total current provision for income taxes

Total current benefit (provision) for income taxes

Deferred income taxes:

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Effective income tax rate reconciliation

The difference between the tax provision at the statutory federal income tax rate and the benefit (provision) for income taxes as a percentage of loss before income taxes (effective tax rate) for each year was as follows:

Statutory federal income tax rate

Increase (reduction) in rate resulting from:

The difference between the tax provision at the statutory federal income tax rate and the benefit (provision) for income taxes in dollars and as a percentage of income (loss) before income taxes (effective tax rate) for each year is as follows.

The disclosure reflects the implementation of ASU 2023-09 retrospectively.

Income (loss) before income taxes

Federal Statutory Tax Rate

Foreign Tax Effects

Foreign Rate Differential

Technology incentives – current

Technology incentives – deferred

branch taxation of foreign operations

Changes in uncertain tax position, net

Share-based compensation related adjustments

Changes in valuation allowance

Non-deductible expenses and other

Withholding taxes, net of credit

Technology Incentives

Changes in Valuation Allowances

Goodwill impairment

Effective tax rate

* The US tax impacts of the goodwill impairment is reflected in the U.S.

branch taxation of foreign operations line item while the goodwill impairment line item reflects the Israeli tax impact.

Other Foreign Jurisdictions

Effect of Cross-Border Tax Laws

Branch Taxation of Foreign Operations

Changes in valuation allowances

Non-taxable or Non-deductible items

Changes in Unrecognized Tax Benefits

Other Adjustments

Benefit (provision) for income taxes and effective tax rate

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income taxes paid, net of refunds received (Cash Taxes), for the years ended December 27, 2025, December 28, 2024, and December 30, 2023 were as follows:

dollars in millions

Other Foreign Jurisdictions

Total Cash Taxes

In the fiscal years ended 2025, 2024 and 2023, certain Israeli operations are taxable in the U.S.

as branch activities due to restructuring activities prior to Mobileye IPO.

as branch activities due to restructuring activities prior to the Mobileye IPO.

As a result, these operations are taxed both in the U.S.

and locally in Israel.

tax purposes, due to cumulative losses, deferred tax assets have not been benefited which results in a residual tax provision associated with a deferred tax liability recorded for goodwill.

Such deferred tax liability was reduced in 2024 due to goodwill impairment recorded for the Mobileye reporting unit, resulting in a tax benefit recorded in 2024.

The decrease in the effective tax rate for the year ended December 28, 2024, as compared to the year ended December 30, 2023, is mainly due to the deferred tax effects of goodwill impairment to the Mobileye reporting unit, as well as loss before income taxes compared to profit before income taxes in prior year, and an increase in unbenefited U.S.

deferred tax assets subject to a valuation allowance.

tax purposes, due to cumulative losses, deferred tax assets have not been benefited as a result of the valuation allowance which results in a residual tax provision associated with a deferred tax liability recorded for goodwill.

Such deferred tax liability was reduced in 2024 due to the goodwill impairment recorded for the Mobileye reporting unit, resulting in a tax benefit recorded in 2024.

The decrease in the effective tax rate for the year ended December 27, 2025, as compared to the year ended December 28, 2024, is mainly due to the deferred tax effects of goodwill impairment to the Mobileye reporting unit recorded in 2024.

In Israel, the Company benefits from a reduced tax rate under the Special Preferred Technological Enterprise status under the Law for the Encouragement of Capital Investments, 1959, or the Investment Law.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Under the Investment Law, income derived by Preferred Companies from ‘Special Preferred Technological Enterprises’ (as defined in the 2017 Amendment), would be subject to 6 % tax rate on income deriving from intellectual property, subject to a number of conditions being fulfilled, including a minimal amount or ratio of annual research and development expenditures and research and development employees, as well as having at least 25 % of annual income derived from exports.

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Due to the fact that certain Israeli operations were taxable in the U.S.

as branch activities, the Company recognized in the years ended December 28, 2024 and December 30, 2023 the tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for U.S.

as branch activities, the Company recognized in the years ended December 27, 2025 and December 28, 2024 the tax effects of temporary differences between the carrying amount of assets and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

liabilities for financial reporting purposes and the amounts used for U.S.

income tax purposes which resulted in a net deferred tax liability after evaluation of deferred tax assets for realizability.

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Operating lease liabilities

Foreign tax credit and deferrals

Intangible assets

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Intangible assets

Unrealized gains on derivatives

Right of use assets

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Valuation allowance at end of year

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Realization of deferred tax assets is based on the Company’s judgment and various factors including reversal of deferred tax liabilities, the ability to generate future taxable income in jurisdictions where such assets have arisen, and potential tax planning strategies.

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The valuation allowance for the years presented are primarily related to U.S.

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

For purposes of these financial statements, the income tax expense and deferred tax balances have been prepared as if the Company filed income tax returns on the separate return method.

branch deferred tax assets not currently expected to be realized given that the Company has sustained recent losses.

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

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

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

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

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

Additionally, the Tax Deconsolidation resulted in an adjustment to the Company’s deferred income tax assets and liabilities, primarily with respect to its net operating losses, reflecting attributes that the Company will not retain as a result of its status as a standalone taxpayer.

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

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

As of December 27, 2025, the Company has U.S.

net operating loss carryforwards of $ 144 million, subject to separate return limitation year rules, which were generated before the Company joined its Parent’s consolidated income tax return on July 17, 2021.

The Company also has $ 316 million of separate return method net operating loss carryforwards that were generated after joining its Parent’s consolidated income tax filing group which have been utilized by its Parent.

These net operating losses generated by the Company that have been utilized as part of the Parent consolidated income tax return filings but have not been utilized by the Company under the separate return method approach, have been reflected in these consolidated financial statements because the Company will recognize a benefit for the separate return method net operating losses when determined to be realizable.

net operating loss carryforwards of $ 192 million which have an indefinite carry-forward period.

$ 141 million of these U.S.

net operating loss carryforwards are subject to separate return limitation year rules as they were generated before the Company joined its Parent’s consolidated income tax return on July 17, 2021.

These net operating loss

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

As of December 27, 2025, the Company has removed all the historical separate return method hypothetical net operating loss carryforwards that were generated after joining its Parent’s consolidated income tax filing group.

These net operating losses generated by the Company have been fully utilized as part of the Parent consolidated income tax return filings in the periods prior to the Tax Deconsolidation.

The Company has a non-U.S.

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Changes in balances related to tax positions taken during current period

Settlements with taxing authorities

Lapse of statute of limitations

Foreign currency adjustments

Balance at the end of the year

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The balance of uncertain tax positions, which also includes accrued penalties and interest, is included in other long-term liabilities on the consolidated balance sheets.

There are no material changes anticipated in the uncertain tax positions in the next twelve months.

The Company files income tax returns in the U.S., Israel, and in other certain foreign jurisdictions.

The Company is no longer subject to U.S.

and Israeli tax examinations for years prior to 2021 and 2020, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and Israeli tax examinations for year prior to 2021 and 2020, respectively.

NOTE 9 - RELATED PARTY TRANSACTIONS

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

The reimbursement amounts recorded as an adjustment to additional paid-in capital (and to parent net investment prior to the Mobileye IPO) in the consolidated statement of changes in equity were $ 0 million, $ 100 million and $ 118 million for the years ended December 28, 2024, December 30, 2023 and December 31, 2022, respectively.

As for the inclusion of the Company’s employees in Intel’s equity incentive plan, see Note 6.

Hedging services

Intel centrally hedges its exposure to changes in foreign exchange rates.

At the beginning of 2021, the Company entered into a hedging services agreement with Intel, pursuant to which the Company was entitled to a certain allocation of the gains and obligated to a certain allocation of the losses arising from the execution of the hedging contracts.

In October 2022, we de-designated our outstanding hedge instruments and ceased participation in the hedging services agreement with Intel.

As of October 25, 2022, the Company is no longer a party to this agreement.

For further information, see Note 2, Significant Accounting Policies related to Derivatives and hedging.

The reimbursement amounts recorded as an adjustment to additional paid-in capital in the consolidated statement of changes in equity were $ 9 million, $ 62 million and $ 100 million for the years ended December 27, 2025, December 28, 2024 and December 30, 2023, respectively.

Lease agreements

Under lease agreements with Intel, the Company leases office space in Intel’s buildings.

The costs are included in the consolidated statements of operations and comprehensive income (loss) primarily on a specific and direct attribution basis, as described in Note 2.

The costs are included in the consolidated statements of operations and comprehensive income (loss) primarily on a specific and direct attribution basis, as described in Note 2 Significant Accounting Policies .

The leasing costs for the years ended December 27, 2025, December 28, 2024 and December 30, 2023 were $ 2.6 million, $ 2.8 million and $ 4.4 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other services to a related party

1 unchanged sentence

For the years ended December 27, 2025, December 28, 2024, and December 30, 2023, travel-related reimbursements and security-related costs were $ 2.0 million, $ 2.0 million and $ 1.8 million, respectively.

Reorganization and the Mobileye IPO

In connection with the Mobileye IPO, which was completed in October 2022, we have consummated the following transactions and agreements.

Equity transaction in connection with the legal purchase of Moovit entities

On May 31, 2022, we entered into an agreement with Intel pursuant to which we legally purchased from Intel 100 % of the issued and outstanding equity interests of the Moovit entities for an aggregate amount of $ 900 million that was paid in December 2022 to Intel using cash that we concurrently received from Intel’s payment of such amount it owed us under the Bilateral Loan Arrangements.

Moovit’s operations were already reflected as part of the Mobileye Group as further detailed in Note 1 and, therefore the transaction was treated within equity.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dividend Note

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

The Dividend Note was scheduled to mature on April 21, 2025 and accrued interest at a rate equal to 1.26 % per annum, such interest to accrue quarterly.

Prior to June 30, 2024, such interest would be paid by being automatically added to the outstanding principal amount of the loan and would thereafter be payable quarterly in cash in arrears and shall also be payable upon any prepayment, whether in whole or in part, to the extent accrued on the amount being prepaid and upon maturity.

Under the Dividend Note, Mobileye Group had the right, at its option, on any business day, to prepay the loan, including principal and any accrued interest thereon, in whole or in part without premium or penalty.

In November 2022, the Company used approximately $ 0.9 billion out of the net proceeds from the Mobileye IPO to repay a portion of the indebtedness under the Dividend Note and Intel has contributed to the Company the remaining portion of the Dividend Note (plus related accrued interest) in the amount of $ 2.6 billion such that no amounts under the Dividend Note remain owed by us to Intel as of December 31, 2022.

Interest expense recognized by the Company totaled $ 24 million for the year ended December 31, 2022.

Contribution and Subscription Agreement

In connection with the Mobileye IPO, we entered into the Contribution and Subscription Agreement with Intel, pursuant to which Intel transferred to Mobileye Global Inc., collectively as a contribution on existing capital in exchange for 749,999,900 shares of our Class B common stock:

(i) 100 % of the equity interests of Cyclops Holdings Corporation, such that Cyclops Holdings Corporation became a direct, wholly owned subsidiary of Mobileye Global Inc.;

and (ii) the Dividend Note with respect to any principal and accrued interest thereon in excess of the principal amount that we repaid out of the net proceeds that we received from the Mobileye IPO and the Concurrent Private Placement.

After the completion of the Mobileye IPO and the Concurrent Private Placement, no amounts under the Dividend Note remain owed by us to Intel.

The actual amount of the Dividend Note which was repaid was based upon the amount of net proceeds from the Mobileye IPO that were available after we retained the required $ 1.0 billion of cash, cash equivalents, or marketable securities that Intel agreed to ensure that we had immediately after completion of the IPO under the Master Transaction Agreement.

Intercompany Agreements

In connection with the Mobileye IPO, the Company entered into certain intercompany agreements (collectively, the “Intercompany Agreements”), including a Master Transaction Agreement, an Administrative Services Agreement, an Employee Matters Agreement, a Technology and Services Agreement, a LiDAR Product Collaboration Agreement, and a Tax Sharing Agreement, in each case with Intel and certain of its subsidiaries, to outline a framework for the Company’s ongoing relationship with Intel, whereby, among other matters, Intel will continue to provide certain administrative and operational services, including the supply and license of certain technologies, whereby the Company will supply Intel with certain technologies, and whereby Intel’s and the Company’s respective rights, responsibilities and obligations with respect to all tax matters will be governed (including tax liabilities, tax attributes, tax returns and tax audits).

The Intercompany Agreements became effective as of the completion of the Mobileye IPO.

See below for further detail.

Administrative Services Agreement

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The costs incurred under this agreement for the years ended December 27, 2025, December 28, 2024 and December 30, 2023 were $ 2.2 million, $ 3.0 million and $ 3.5 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Technology and Services Agreement

The Technology and Services Agreement provides a framework for the collaboration on technology projects and services between the Company and Intel (“Technology Projects”), and sets out the licenses granted by each party to its respective technology for the conduct of the Technology Projects, provisions relating to the ownership of certain existing technology, the allocation of rights in any new technology created in the course of the Technology Projects, and certain provisions applicable to the development of a certain radar product of the Company.

The Technology and Services Agreement does not apply to projects for the development and manufacture of a lidar sensor system for automobiles, which the LiDAR Product Collaboration Agreement previously covered.

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

The Technology and Services Agreement has a term of two years, and automatically renews for one-year renewal periods, unless the agreement is terminated for a party’s material breach, a party’s bankruptcy or insolvency, or advance notice of non-renewal is given.

The amount incurred under this agreement for the years ended December 28, 2024, December 30, 2023 and December 31, 2022 were $ 4 million, $ 5 million and $ 0.4 , respectively.

LiDAR Product Collaboration Agreement

The LiDAR Product Collaboration Agreement provided the terms that applied to the Company’s collaboration with Intel for the development and manufacture of a Lidar sensor system for ADAS and AV in automobiles (“LiDAR Project”).

On some of the LiDAR programs, joint funding would have applied between Intel and Mobileye until the end of 2027 whereby Mobileye would have borne its own Lidar sensor system development costs up to the first $ 40 million per year and Intel would have borne up to $ 20 million per year of Mobileye’s Lidar sensor system development costs that were greater than $ 40 million per year.

The LiDAR Product Collaboration Agreement further provided that Intel would manufacture certain components for the Company to market and sell as part of a FMCW (frequency-modulated continuous wave) Lidar sensor system solely for external environment sensing for ADAS and AV in automobiles.

The price for the components Intel would have manufactured for the Company would have been based on a cost-plus model.

In addition, the agreement included a profit-sharing model under which Mobileye would pay Intel a share of the gross profit for each Lidar sensor system or components thereof, based on Intel technology, sold by Mobileye.

On September 9, 2024, Mobileye announced the cessation of further internal development of FMCW lidar and the wind down of the Lidar R&D Unit.

In connection with Mobileye’s decision, Mobileye and Intel terminated the LiDAR Product Collaboration Agreement as of October 2, 2024.

There were no amounts received or receivable from Intel under this agreement for the years ended December 28, 2024 and December 30, 2023.

The Technology and Services Agreement does not apply to projects for the development and manufacture of a lidar sensor system for automobiles.

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

The Technology and Services Agreement automatically renews for one-year renewal periods, unless the agreement is terminated for a party’s material breach, a party’s bankruptcy or insolvency, or advance notice of non-renewal is given.

The amount incurred under this agreement for the years ended December 27, 2025, December 28, 2024 and December 30, 2023 were $ 2.3 million, $ 4.4 million and $ 5.0 million, respectively.

Tax Sharing Agreement

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

As of December 28, 2024 and December 30, 2023, the related party payable to Intel, pursuant to the Tax Sharing Agreement, was $ 3 million and $ 37 million, respectively.

The decrease was due to finalizing 2023 amounts upon filing of the US consolidated tax return with Intel.

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

federal and applicable state income taxes.

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

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

MOBILEYE GLOBAL INC.

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In connection with Mobileye’s use of the Sublicense, Intel and Mobileye agreed that Mobileye would pay to Intel $ 0.3 million as Mobileye’s allocation of the consideration paid by Intel for the Sublicense.

Such amount was paid in 2024.

Share Repurchase

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 at a price of $ 16.04625 per share.

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

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

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

For further detail refer to Note 1 General .

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., a privately held Israeli company focused on humanoid robotics (“Mentee Robotics”, and such transaction, the “Acquisition”), pursuant to a share purchase agreement dated as of January 5, 2026 (the “Share Purchase Agreement”), by and among the Company, Mobileye Vision Technologies Ltd., Mentee Robotics Ltd., the shareholders of Mentee Robotics Ltd., and Shareholder Representative Services LLC, as the exclusive representative of the Mentee Robotics shareholders.

Amnon 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.

In addition, Prof.

Amnon Shashua’s son and son-in-law, are both employees of Mentee Robotics, and received consideration for their vested and unvested options pursuant to the terms of the Share Purchase Agreement.

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.

For further detail, refer to Note 15 Subsequent Events .

NOTE 10 - GOODWILL

The following table presents the carrying amount of goodwill by segment as of December 28, 2024 and December 30, 2023.

The following table presents the carrying amount of goodwill by segment as of December 27, 2025, December 28, 2024.

dollars in millions

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December 28, 2024

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

December 27, 2025

As of December 27, 2025 and December 28, 2024 there were $ 2,695 million accumulated goodwill impairment losses.

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 price of the Company’s Class A common stock, and corresponding market capitalization, as well as macroeconomic and industry factors.

The quantitative assessment was performed by measuring the reporting unit’s fair value (which substantially constitutes the entire value of the Company) using the income approach, based on the expected present value of estimated future cash flows.

The fair value measurement is categorized as Level 3 within the fair value hierarchy due to the use of unobservable inputs such as financial projections, terminal growth rate, and discount rate.

The results of the impairment analysis indicated that the carrying value of the Mobileye reporting unit was in excess of its fair value.

Therefore, the Company has recorded a non-cash impairment loss of $ 2,695 million ($ 2,613 million, net of tax), under “goodwill impairment” in the Consolidated Statements of Operations.

The results of the impairment analysis indicated that the carrying value of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the Mobileye reporting unit was in excess of its fair value.

Therefore, the Company recorded a non-cash impairment loss of $ 2,695 million, under “goodwill impairment” 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 no t record any impairment of goodwill in 2023 and 2022.

Fair value for the “Other” reporting unit 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.

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.

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 such as financial projections, terminal growth rate, and discount rate.

The results of the impairment analysis indicated that the fair value of the Mobileye reporting unit was in excess of its carrying value.

Therefore, no impairment was recorded.

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 assessment and concluded that the fair value of the “Other” reporting unit substantially exceeds its book value.

NOTE 11 - IDENTIFIED INTANGIBLE ASSETS

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Amortization expenses recorded for developed technology and customer relationships and brands were recorded in cost of revenue and sales and marketing, respectively, in the consolidated statements of operations and comprehensive income (loss) for each year presented.

During the third quarter of 2024, we performed an impairment assessment of intangible assets and concluded that the sum of the expected future undiscounted cash flows expected to be generated by the intangible assets is substantially above their carrying amount and therefore no impairment was identified.

The Company did not record any impairment of intangible assets for any of the periods presented.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the amortization expenses recorded for these identified intangible assets and their weighted average useful lives:

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Total amortization expenses

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company did no t record any impairment of intangible assets for any of the periods presented.

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

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Mobileye is presented as a reportable operating segment and Moovit, which is a mobility-as-a-service company, is presented within “Other” as per ASC 280, Segment Reporting.

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

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

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

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

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

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

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

The measure of assets has not been disclosed for each segment as it is not regularly provided to the CODM.

The accounting policies of the individual segments are the same as those described in the Significant Accounting Policies in Note 2.

The following is segment results for each year:

The accounting policies of the individual segments are the same as those described in Note 2 Significant Accounting Policies .

The following are segment results for each year:

Year ended December 27, 2025

segments profit

dollars in millions

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General and administrative

Goodwill impairment

Segment performance

Other financial income (expense), net

Income (loss) before taxes on income

Amortization of intangible assets

Share-based compensation

Financial income (expense), net

Income (loss) before taxes on income

Depreciation of property and equipment

2 unchanged sentences

Year ended December 28, 2024

segments profit

dollars in millions

3 unchanged sentences

General and administrative

Goodwill impairment

Segment performance

Interest income (expense) with related party, net

Other financial income (expense), net

Income (loss) before taxes on income

Amortization of intangible assets

Share-based compensation

Goodwill impairment

Financial income (expense), net

Income (loss) before taxes on income

Depreciation of property and equipment

Year ended December 30, 2023

segments profit

dollars in millions

3 unchanged sentences

General and administrative

Goodwill impairment

Segment performance

Interest income (expense) with related party, net

Other financial income (expense), net

Income (loss) before taxes on income

Amortization of intangible assets

Share-based compensation

Financial income (expense), net

Income (loss) before taxes on income

Depreciation of property and equipment

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Rest of World

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

EyeQ™ SoC sales represented approximately 91 %, 86 %, and 89 % of our revenue for each of the years ended December 27, 2025, December 28, 2024 and December 30, 2023, respectively.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Major Customers

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Percent of total accounts receivables balance

*Less than 10%

NOTE 13 - INVESTMENTS

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government bonds and money market funds.

government bonds are for original maturities of up to six months and are classified as available for sale and measured at fair value with the related unrealized gains and losses included in other comprehensive income (expense), net.

Money market funds, measured at fair value, consist of institutional investors money market funds and are readily redeemable to cash.

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Other current assets

government bonds

Money market funds

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During the fourth quarter of 2024, we sold all of the marketable equity investments.

Realized gains recorded in other financial income (expense), net for the year ended December 28, 2024 amounted to $ 3 million.

Realized gains recorded in financial income (expense), net for the year ended December 28, 2024 amounted to $ 3 million.

Non-marketable equity securities

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In October 2024, the Company purchased $ 10 million of preferred stock in the privately held company.

The Company’s obligation to purchase additional Preferred Stock at subsequent closings is subject to the terms of the applicable Preferred Stock investment agreements.

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

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

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

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

In February 2026, the Company received additional consideration in the amount of $ 0.2 million, following the release of additional amounts that were held in escrow pursuant to the terms of the agreement and plan of merger.

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

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

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

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

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

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

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

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

NOTE 14 - CONTINGENCIES

1 unchanged sentence

Mobileye Global Inc., et al., 1:24-CV-00310 (S.D.N.Y.), was filed in the United States District Court for the Southern District of New York against Mobileye and certain of its current and former officers.

Following the consolidation of the action with a substantively identical case, Le v.

Following consolidation of the action with a substantively identical case, Le v.

Mobileye Global Inc., et al., 1:24 - CV - 01390 (S.D.N.Y.), and the appointment of a lead plaintiff, an amended complaint was filed on September 13, 2024.

1 unchanged sentence

The second amended complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 in connection with defendants’ alleged misstatements and omissions concerning the build-up of excess inventory by certain Tier 1 Mobileye customers, and seeks unspecified damages and other relief on behalf of all persons and entities who purchased or otherwise acquired Mobileye securities between January 26, 2023 and August 8, 2024.

The second amended complaint also includes claims asserted by an additional plaintiff under Sections 11 and 15 of the Securities Act of 1933 on behalf of putative purchasers of Mobileye Class A common stock offered in Mobileye’s June 5, 2023 secondary public offering.

The second amended complaint also includes claims asserted by an additional plaintiff under Sections 11 and 15 of the Securities Act of 1933 on behalf of a putative class of purchasers of Mobileye Class A common stock offered in Mobileye’s June 5, 2023 secondary offering.

Mobileye and the individual defendants filed a motion to dismiss the second amended complaint on December 20, 2024.

On January 24, 2025, the lead plaintiff filed a brief in opposition to Mobileye’s and the other named defendants’ motion to dismiss.

On February 21, 2025, Mobileye and the other named defendants jointly filed a brief in reply to the lead plaintiff’s opposition brief.

On April 16, 2025, the Court granted the defendants’ motion and dismissed the second amended complaint in full without leave to amend, closing the case.

On May 16, 2025, the lead plaintiff filed a notice of appeal with the U.S.

Court of Appeals for the Second Circuit.

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

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

Oral argument was held on December 4, 2025.

On December 16, 2025, the Second Circuit issued a summary order affirming the Court’s dismissal of the second amended complaint in full.

The lead plaintiff has ninety days from the

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

date of the summary order to file a writ of certiorari with the U.S.

Supreme Court.

We intend to defend the matter vigorously.

No provision was recorded in the financial statements as of December 28, 2024.

Derivative Action

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

Derivative Action - U.S.

District Court for the Southern District of New York

On April 12, 2024, a derivative lawsuit was filed against the members of the Mobileye Board of Directors and Intel Corporation, in its capacity as Mobileye’s controlling shareholder.

4 unchanged sentences

Since May 24, 2024, the derivative action has been stayed by the court pending resolution of the anticipated motion to dismiss in the consolidated securities action.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On June 27, 2024, an additional derivative lawsuit was filed in the United States District Court for the Southern District of New York against certain members of the Mobileye Board of Directors, certain of Mobileye’s current and former officers, and Intel Corporation, in its capacity as Mobileye’s controlling shareholder.

1 unchanged sentence

On July 9, 2024, this derivative action was consolidated with the derivative action originally filed on April 12, 2024 and the consolidated derivative action was stayed by the court pending resolution of the anticipated motion to dismiss in the consolidated securities action.

We intend to defend the derivative claims vigorously.

No provision for the consolidated derivative action was recorded in the financial statements as of December 28, 2024.

Following dismissal of the consolidated securities action, the Court ordered the parties to jointly propose a schedule for further proceedings by April 24, 2025.

On April 25, 2025, the Court entered a stipulation and order of voluntary dismissal without prejudice.

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

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

Derivative Action - State of Delaware

On May 6, 2025, a derivative lawsuit captioned Levitan et al.

Shashua et al.

was filed in the State of Delaware’s Court of Chancery against certain current and former members of the Mobileye Board of Directors and against Intel Corporation, in its capacity as Mobileye’s controlling shareholder.

Mobileye was also named as a nominal defendant.

The complaint principally asserts claims for breach of fiduciary duty against the named director defendants and breach of fiduciary duty and unjust enrichment against Intel, alleging that the named director defendants and Intel should not have authorized Mobileye’s June 5, 2023 secondary offering given their purported knowledge of the alleged challenges facing the Company concerning customer demand and the buildup of excess inventory by Mobileye’s Tier 1 customers.

The complaint seeks unspecified damages and other relief.

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

Plaintiffs thereafter informed defendants that, rather than opposing the motion, they intended to file an amended complaint.

The parties stipulated and the court ordered that the plaintiffs’ amended complaint was due on January 23, 2026.

On January 28, 2026, the Court entered a stipulation and order of voluntary dismissal with prejudice.

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

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Patent Litigation

On January 26, 2024, Facet Technology Corp.

(“Facet”) sued Mobileye in the U.S.

District Court for the Eastern District of Texas for allegedly infringing two patents.

Captioned Facet Technology Corp.

Mobileye Global, Inc., the complaint alleges that certain Mobileye products directly and indirectly infringe both patents.

The complaint seeks unspecified damages, a permanent injunction, and attorneys’ fees and costs.

On November 4, 2024, Mobileye filed a motion to dismiss asserting improper venue, which the court dismissed without prejudice to refile in view of an amended complaint filed by Facet, adding Mobileye Vision Technologies Ltd.

and Mobileye Inc., each wholly-owned indirect subsidiaries of Mobileye Global Inc., as additional defendants.

On November 7, 2024, Mobileye Vision Technologies Ltd.

and Mobileye Inc., sued Facet Technology Corp.

District Court of Minnesota seeking a declaratory judgment that the Mobileye plaintiffs do not infringe either patent.

On March 5, 2025, the Patent Trial and Appeal Board (“PTAB”) of the US Patent and Trademark Office instituted two Inter Parte Review (IPR) proceedings filed by Mobileye Vision Technologies Ltd.

against the patents asserted by Facet.

On March 15, 2025, the parties agreed and the relevant courts entered orders staying all litigation pending the outcome of the both IPRs.

On January 23, 2026, the PTAB issued final written decisions in both IPRs, finding some claims unpatentable and permitting some claims to survive.

For the claims asserted against Mobileye in district court, the PTAB ruled in Mobileye’s favor on all claims except a single claim of one patent.

Both parties have until February 23, 2026 to request Director Review.

If no request for Director Review is filed, the parties have until March 27, 2026 to file a notice of appeal with the Court of Appeals for the Federal Circuit.

We intend to defend the matter vigorously.

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

NOTE 15 - SUBSEQUENT EVENTS

Share-based compensation

In January 2025, the Company’s Chief Executive Officer approved, pursuant to the authority delegated by the compensation committee, the issuance of restricted stock units to be issued under our 2022 Equity Incentive Plan.

In January 2026, the Company’s Chief Executive Officer approved, pursuant to the authority delegated by the compensation committee, the issuance of restricted stock units to be issued under our 2022 Plan.

The total aggregate fair value of RSUs granted was $ 15.0 million, which constituted 1,299 thousand RSUs, which will vest over a service period of three years .

Share Purchase Agreement signed between Mobileye Global and Mobileye Vision for the acquisition of 100 % of Mentee Robotics shares

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, pursuant to the Share Purchase Agreement.

The Acquisition was approved by 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.

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

Amnon 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.

Amnon 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’s employee incentive plan and therefore receive 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.

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

Shai 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.

MOBILEYE GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

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 8. Financial Statements and Supplementary Data