Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
MOBILEYE GLOBAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
March 28,
December 27,
U.S. dollars in millions, except share and per share data
2026
2025
Assets
Current assets
Cash and cash equivalents
$
1,211
$
1,836
Marketable securities and deposits
133
55
Trade accounts receivable, net
226
131
Inventories
303
327
Other current assets
120
129
Total current assets
1,993
2,478
Non-current assets
Property and equipment, net
468
473
Intangible assets, net
1,181
1,166
Goodwill
4,911
8,200
Other long-term assets
182
175
Total non-current assets
6,742
10,014
TOTAL ASSETS
$
8,735
$
12,492
Liabilities and Equity
Current liabilities
Accounts payable and accrued expenses
$
228
$
228
Employee related accrued expenses
137
141
Related party payable
3
4
Other current liabilities
51
33
Total current liabilities
419
406
Non-current liabilities
Long-term employee benefits
78
78
Deferred tax liabilities
5
60
Other long-term liabilities
69
67
Total non-current liabilities
152
205
Contingencies (see Note 11)
TOTAL LIABILITIES
$
571
$
611
Equity
Class A common stock: $ 0.01 par value; 4,000,000,000 shares authorized; shares issued and outstanding: 243,656,395 as of March 28, 2026 and 216,980,847 as of December 27, 2025
2
2
Class B common stock: $ 0.01 par value; 1,500,000,000 shares authorized; shares issued and outstanding: 597,768,015 as of March 28, 2026 and December 27, 2025
6
6
Additional paid-in capital
15,417
15,308
Accumulated other comprehensive income (loss), net of tax
9
17
Retained earnings (accumulated deficit)
( 7,270 )
( 3,452 )
TOTAL EQUITY
8,164
11,881
TOTAL LIABILITIES AND EQUITY
$
8,735
$
12,492
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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MOBILEYE GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
Three months ended
March 28,
March 29,
U.S. dollars in millions, except share and per share data
2026
2025
Revenue
$
558
$
438
Cost of revenue
283
231
Gross profit
275
207
Research and development, net
323
275
Sales and marketing
29
31
General and administrative
31
18
Goodwill impairment
3,788
—
Total operating expenses
4,171
324
Operating income (loss)
( 3,896 )
( 117 )
Financial income (expense), net
14
18
Income (loss) before income taxes
( 3,882 )
( 99 )
Benefit (provision) for income taxes
64
( 3 )
Net income (loss)
$
( 3,818 )
$
( 102 )
Earnings (loss) per share attributed to Class A and Class B stockholders:
Basic and diluted
$
( 4.68 )
$
( 0.13 )
Weighted-average number of shares used in computation of earnings (loss) per share attributed to Class A and Class B stockholders (in millions):
Basic and diluted
817
812
Net income (loss)
( 3,818 )
( 102 )
Other comprehensive income (loss), net of tax
( 8 )
( 3 )
TOTAL COMPREHENSIVE INCOME (LOSS)
$
( 3,826 )
$
( 105 )
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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MOBILEYE GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
Common Stock
Accumulated
Retained
Additional
Other
Earnings
Total
Number of
paid-in
Comprehensive
(Accumulated
Shareholders’
U.S. dollars except number of shares, in millions
shares
Amount
capital
Income (Loss)
Deficit)
Equity
Three Months Ended
Balance as of December 28, 2024
812
$
8
$
15,137
$
2
$
( 3,060 )
$
12,087
Net income (loss)
—
—
—
—
( 102 )
( 102 )
Other comprehensive income (loss), net
—
—
—
( 3 )
—
( 3 )
Tax sharing agreement with Parent
—
—
3
—
—
3
Share-based compensation expense
—
—
65
—
—
65
Recharge to Parent for Share-based compensation
—
—
( 1 )
—
—
( 1 )
Balance as of March 29, 2025
812
$
8
$
15,204
$
( 1 )
$
( 3,162 )
$
12,049
Balance as of December 27, 2025
815
$
8
$
15,308
$
17
$
( 3,452 )
$
11,881
Net income (loss)
—
—
—
—
( 3,818 )
( 3,818 )
Other comprehensive income (loss), net
—
—
—
( 8 )
—
( 8 )
Share-based compensation expense
—
—
80
—
—
80
Recharge to Parent for Share-based compensation
—
—
*
—
—
*
Issuance of common stock in connection with the acquisition of Mentee Robotics
26
*
29
—
—
29
Balance as of March 28, 2026
841
$
8
$
15,417
$
9
$
( 7,270 )
$
8,164
* Less than $1 million
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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MOBILEYE GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three months ended
March 28,
March 29,
U.S. dollars in millions
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)
$
( 3,818 )
$
( 102 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation of property and equipment
20
18
Share-based compensation
80
65
Amortization of intangible assets
113
111
Goodwill impairment
3,788
—
Exchange rate differences on cash and cash equivalents
( 2 )
( 2 )
Deferred income taxes
( 72 )
( 6 )
Changes in operating assets and liabilities:
Decrease (increase) in trade accounts receivable
( 95 )
( 5 )
Decrease (increase) in other current assets
8
15
Decrease (increase) in inventories
24
51
Decrease (increase) in other long-term assets
—
3
Increase (decrease) in accounts payable, accrued expenses and related party payable
14
( 36 )
Increase (decrease) in employee-related accrued expenses and long-term benefits
( 5 )
—
Increase (decrease) in other current liabilities
18
( 5 )
Increase (decrease) in other long-term liabilities
2
2
Net cash provided by operating activities
75
109
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment
( 30 )
( 14 )
Purchases of debt and equity investments
( 125 )
( 25 )
Maturities and sales of debt and equity investments
47
14
Cash paid for acquisition of Mentee Robotics, net of cash acquired
( 591 )
—
Net cash used in investing activities
( 699 )
( 25 )
CASH FLOWS FROM FINANCING ACTIVITIES
Share-based compensation recharge
*
3
Net cash provided by financing activities
—
3
Effect of foreign exchange rate changes on cash and cash equivalents
2
2
Increase (decrease) in cash, cash equivalents and restricted cash
( 622 )
89
Balance of cash, cash equivalents and restricted cash, at beginning of year
1,860
1,438
Balance of cash, cash equivalents and restricted cash, at end of period
$
1,238
$
1,527
Supplementary non-cash investing and financing activities:
Non-cash purchase of property and equipment
$
5
$
5
Tax sharing agreement with Parent
$
—
$
( 3 )
* Less than $1 million
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - GENERAL
Background
Mobileye Global Inc. (“Mobileye”, “the Company” or “we”) is a leader in the development and deployment of advanced driver assistance systems (“ADAS”) and autonomous driving technologies and solutions, aimed to provide the capabilities required for the future of autonomous driving, leveraging a comprehensive suite of purpose-built software and hardware technologies.
Intel Corporation (“Intel” or the “Parent”) directly or indirectly holds all of the Class B common stock of Mobileye as well as 50,000,000 shares of Class A common stock, which as of March 28, 2026, together represent approximately 77.0 % of our outstanding common stock and 96.9 % of the voting power of our common stock.
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, Iran, Hezbollah and the Houthi movement attacked military and civilian targets in Israel, to which Israel responded, including through increased air and/or ground operations in Lebanon, Syria, Yemen and Iran. Following years of conflict in the region, 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. On February 28, 2026, the United States and Israel launched joint combat operations in Iran to which Iran and Hezbollah responded with ballistic missile and drone attacks on Israel as well as other countries and U.S. military bases in the region. On April 8, 2026, the United States and Iran agreed to a two-week ceasefire. 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 April 15, 2026 approximately 7.0 % 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.
Share Purchase Agreement 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, a privately held Israeli company focused on humanoid robotics (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, and Shareholder Representative Services LLC, as the exclusive representative of the Mentee Robotics shareholders. For further detail, see Note 13 Business Combinations.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting.
Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information.
We have a 52- or 53-week fiscal year that ends on the last Saturday in December. Fiscal year 2026 is a 52-week fiscal year; fiscal year 2025 was also a 52-week fiscal year.
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The results of operations for the three months ended March 28, 2026 shown in this report are not necessarily indicative of the results to be expected for the full year ending December 26, 2026. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 27, 2025.
There have been no material changes in our significant accounting policies as described in our consolidated financial statements for the fiscal year ended December 27, 2025, except as detailed below regarding accounting for a business combination. For further detail, see Note 2 in the audited consolidated financial statements for the fiscal year ended December 27, 2025.
Use of estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts and events reported and disclosed in the condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions and factors, including the current economic environment, that we believe to be reasonable under the circumstances. Actual results could differ from those estimates.
On an on-going basis, management evaluates its estimates, judgments, and assumptions. The most significant estimates and assumptions relate to valuation of intangible assets, useful lives of intangible assets, impairment assessment of intangible assets and goodwill, and income taxes. A change in estimates, including a change in the overall market value of the Company, could require reassessments of the items noted above.
Business Combinations
The Company makes a determination whether a transaction should be accounted for as a business combination or as an asset acquisition in accordance with ASC 805, Business Combinations. The Company accounts for business combinations using the acquisition method of accounting. The Company includes the results of operations of the businesses that it acquires in the consolidated financial statements beginning on the date of acquisition. The Company allocates the purchase price paid for assets acquired and liabilities assumed in connection with the Company’s acquisitions based on their estimated fair values at the date of acquisition. This allocation involves a number of assumptions, estimates, and judgments, including the following:
● Intangible assets, including the valuation methodology, estimations of future cash flows, discount rates, and growth rates, as well as the estimated useful life of intangible assets;
● Deferred tax assets and liabilities, uncertain tax positions, and tax-related valuation allowances, which are initially estimated as of the acquisition date; and
● Goodwill measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed.
The Company’s assumptions and estimates are based on comparable market data and information obtained from the Company’s management and the management of the acquired companies. These assumptions and estimates are used to value assets acquired and liabilities assumed, and to allocate goodwill to the reporting unit of the business that is expected to benefit from the acquisition. During the measurement period, which may extend up to one year from the acquisition date, the Company may record adjustments to the preliminary allocation of the purchase consideration based on additional information about facts and circumstances that existed as of the acquisition date.
Acquisition related expenses are recognized separately from the business combination and expensed as incurred.
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Cash, cash equivalents and restricted cash
The following is a reconciliation of the cash, cash equivalents and restricted cash as of each period end:
As of
U.S. dollars in millions
March 28, 2026
December 27, 2025
Cash
$
52
$
35
Short term deposits
611
785
Money market funds
548
1,016
Restricted cash (within other current and other long-term assets)
27
24
Cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows
$
1,238
$
1,860
Fair value measurement
The carrying amounts of short term deposits, 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 three months ended March 28, 2026 and March 29, 2025, amounted to $ 7 million and $ 10 million, respectively.
The Company’s investment in U.S. government and corporate bonds is measured at fair value within Level 1 of the fair value hierarchy because they consist of U.S. bonds for which quoted prices are available in an active market.
The Company’s derivative instruments designated as hedging instruments, are measured at fair value within Level 2 of the fair value hierarchy.
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 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. The participation reimbursement received by the Company does not depend on whether there are future benefits from the project. All intellectual property generated from these arrangements is exclusively owned by the Company.
Participation in expenses for research and development projects are recognized on the basis of the costs incurred and are netted against research and development expenses in the condensed consolidated statements of operations and comprehensive income (loss). Research and development reimbursements of $ 16 million and $ 26 million were offset against research and development costs in the three months ended March 28, 2026 and March 29, 2025, respectively.
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Derivatives and hedging
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. The Company hedges portions of its forecasted payroll payments denominated in ILS for a period of up to 12 months, using forward contracts that are designated as cash flow hedges, as defined by ASC 815. 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 settlement. 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 and comprehensive income (loss). As of March 28, 2026, 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.
The notional amount and fair value of outstanding derivatives at the end of each period were:
As of
U.S. dollars in millions
March 28, 2026
December 27, 2025
Notional amount of derivatives contracts
$
369
$
303
Fair value of derivative assets
$
10
$
18
The changes in accumulated other comprehensive income (loss) relating to gains (losses) on derivatives used for hedging for the three months ended March 28, 2026, and March 29, 2025, were as follows:
Three Months Ended
U.S. dollars in millions
March 28, 2026
March 29, 2025
Other comprehensive income (loss) before reclassifications
$
4
$
( 1 )
Amounts reclassified out of accumulated other comprehensive (income) loss **
( 12 )
( 2 )
Tax effects
*
*
Other comprehensive income (loss), net from hedging transactions
$
( 8 )
$
( 3 )
*
Less than $1 million.
**
Amounts of gains (losses) reclassified from other comprehensive income (loss) into profit or loss are recorded in cost of revenue and operating expenses.
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. government and corporate bonds, derivative financial instruments, and also trade accounts receivable.
The majority of the Company’s cash and cash equivalents are invested in banks domiciled in the U.S. and Europe, as well as in Israel. Generally, these cash equivalents may be redeemed upon demand. Short-term bank deposits are held in the aforementioned banks. The money market funds consist of institutional investors money market funds and are readily redeemable to cash, and the U.S. government and corporate bonds are also highly liquid. Derivative financial instruments are forward contracts entered into with major banks in Israel to hedge the Company’s foreign exchange rate risk. Accordingly, management believes that these bank deposits, money market funds, U.S. government bonds and derivative financial instruments have minimal credit risk. Our investments in U.S. corporate bonds are made with high-credit-quality counterparties, and we limit our credit exposure to any single counterparty.
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The Company’s accounts receivable are derived primarily from sales to Tier 1 suppliers to the automotive manufacturing industry located mainly in the U.S., Europe, and China. Concentration of credit risk with respect to accounts receivable is mitigated by credit limits, ongoing credit evaluation, and account monitoring procedures. Credit is granted based on an evaluation of a customer’s financial condition and, generally, collateral is not required. Trade accounts receivable are typically due from customers within 30 to 60 days .
The Company performs ongoing credit evaluations of its customers and has not experienced any material losses in the periods presented. The Company recognizes an allowance for credit losses for any potential uncollectible amounts. The allowance is based on various factors, including historical experience, the age of the accounts receivable balances, credit quality of the customers, and other reasonable and supportable information. 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 condensed consolidated statement of operations and comprehensive income (loss). As of March 28, 2026 and December 27, 2025, the credit loss allowance for trade accounts receivable was not material. For the three months ended March 28, 2026 and March 29, 2025, the charge-offs and recoveries in relation to the credit losses were not material.
Customer concentration risk
The Company’s business, results of operations, and financial condition for the foreseeable future will likely continue to depend on sales to a relatively small number of customers. In the future, these customers may decide not to purchase the Company’s products, may purchase fewer products than in previous years, or may alter their purchasing patterns. Further, the amount of revenue attributable to any single customer or customer concentration generally may fluctuate in any given period. In addition, a decline in the production levels of one or more of the Company’s major customers, particularly with respect to vehicle models for which the Company is a significant supplier, could reduce revenue. The loss of one or more key customers, a reduction in sales to any key customer or the Company’s inability to attract new significant customers could negatively impact revenue and adversely affect the Company’s business, results of operations, and financial condition. See Note 9 Segment Information related to customers that accounted for more than 10% of the Company’s total revenue and more than 10% of the total accounts receivable balance for each of the periods presented in these condensed consolidated financial statements.
Dependence on a single supplier or limited suppliers risk
The Company purchases all its System on Chip (“EyeQ™ SoC”) from a single supplier. For certain materials, equipment, and services, we, and/or our suppliers and vendors, rely on a single or a limited number of direct and indirect suppliers and vendors. Any issues that occur and persist in connection with the manufacture, delivery, quality, or cost of the assembly and testing of inventory could adversely effect the Company’s business, results of operations and financial condition.
Supply chain risk
In prior periods, we experienced supply chain disruptions, raw material shortages and manufacturing capacity constraints that reduced the availability of key components, including EyeQ™ SoCs, and resulted in lower inventory levels and limitations on our ability to meet customer demand. As supply conditions improved, we increased inventory levels to help mitigate potential future constraints. However, if similar disruptions were to recur, depending on their duration and severity, we may again be required to operate with reduced inventory levels, which could limit our ability to meet customer demand. 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.
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
New Accounting pronouncements
Accounting Pronouncements adopted in the period
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, including interim reporting periods within those fiscal 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 did not have a material impact on the Company’s consolidated financial statements.
Accounting Pronouncements effective in future periods
In November 2024, the FASB issued Accounting Standards Update 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expense (“ASU 2024-03”) and Accounting Standards Update 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 ASU 2024-03 and ASU 2025-01 on its consolidated financial statement disclosures.
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, on a prospective basis, for annual reporting periods beginning after December 15, 2027, including interim reporting periods within those fiscal years, 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 Accounting Standards Update 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. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption is permitted.
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3 - OTHER FINANCIAL STATEMENT DETAILS
Inventories
As of
U.S. dollars in millions
March 28, 2026
December 27, 2025
Raw materials
$
21
$
21
Work in process
—
—
Finished goods
282
306
Total inventories
$
303
$
327
Inventory write-downs and write-offs were no t material for the three months ended March 28, 2026 and totaled $ 1 million for the three months ended March 29, 2025.
Property and equipment
As of
U.S. dollars in millions
March 28, 2026
December 27, 2025
Computers, electronic equipment and software
$
253
$
245
Vehicles
10
10
Office furniture and equipment
12
11
Buildings
326
322
Leasehold improvements
58
56
Total property and equipment, gross
$
659
$
644
Less: accumulated depreciation
( 191 )
( 171 )
Total property and equipment, net
$
468
$
473
Depreciation expenses totaled $ 20 million and $ 18 million for the three months ended March 28, 2026 and March 29, 2025, respectively. During the three months ended March 28, 2026 and March 29, 2025, the Company derecognized the cost and accumulated depreciation of fully depreciated assets in the amount of zero and $ 1 million, respectively.
NOTE 4 - EQUITY
A. Share-based compensation plans
Mobileye Plan
In June 2025, the stockholders of the Company approved the Amended and Restated 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 service periods of three years .
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Restricted Stock Units
The RSUs activity for the three months ended March 28, 2026 for RSUs granted to Company’s employees under the 2022 Plan was as follows:
Weighted average grant
Number of RSUs
date fair value
In thousands
U.S. dollars
Outstanding as of December 27, 2025
32,853
$
20
Granted
5,450
8
Vested
( 396 )
24
Forfeited
( 807 )
20
Outstanding as of March 28, 2026
37,100
$
18
As of March 28, 2026, the unrecognized compensation cost related to all unvested RSUs granted under the 2022 Plan, was $ 401 million, which is expected to be recognized as an expense over a weighted-average period of 2.02 years.
Restricted Shares
In connection with the acquisition of Mentee Robotics, 23,651,844 Restricted Shares of Class A common stock were issued to the Mentee Founders. Such Restricted Shares were deposited with a deferred consideration trustee and will be released in equal portions twenty-four and forty-eight months after the closing date of February 3, 2026, subject to continued employment, or under certain circumstances affiliation, with the Company and its subsidiaries. For further detail, refer to Note 13 Business Combination.
The Restricted Shares activity for the three months ended March 28, 2026 was as follows:
Number of Restricted
Grant date fair value per
Shares
share
In thousands
U.S. dollars
Outstanding as of December 27, 2025
—
$
—
Granted
23,652
9
Outstanding as of March 28, 2026
23,652
$
9
As of March 28, 2026, the unrecognized compensation cost related to all unvested Restricted Shares, was $ 199 million, which is expected to be recognized as an expense over a weighted-average period of 3.85 years.
Share-based compensation expense summary
Expenses recognized
Share-based compensation expenses included in the condensed consolidated statements of operations and comprehensive income (loss) were as follows:
Three months ended
U.S. dollars in millions
March 28, 2026
March 29, 2025
Research and development, net
$
68
$
57
Sales and marketing
2
1
General and administrative
14
7
Total share-based compensation
$
84
$
65
15
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5 - EARNINGS (LOSS) PER SHARE
The following table summarizes the calculation of basic and diluted earnings (loss) per share for the periods presented:
Three months ended
March 28,
March 29,
In millions, except per share amounts
2026
2025
Numerator:
Net income (loss)
$
( 3,818 )
$
( 102 )
Denominator:
Weighted average common shares - basic and diluted
817
812
Earnings (loss) per share:
Basic and diluted
$
( 4.68 )
$
( 0.13 )
For the three months ended March 28, 2026 and March 29, 2025, the computation of diluted earnings (loss) per share attributable to common stockholders does not include 49.8 million and 21.4 million potential common shares, respectively, related to restricted stock units granted under the 2022 Plan to the Company’s employees and restricted shares granted as part of the acquisition of Mentee Robotics, as the effect of their inclusion would have been anti-dilutive.
NOTE 6 - INCOME TAXES
The Company’s quarterly benefit (provision) for income taxes and the estimates of its annual effective tax rate, are subject to fluctuation due to several factors, principally including variability in overall pre-tax income and the mix of tax paying components to which such income relates.
As the Company has jurisdictions that have sustained recent losses, a valuation allowance is required for deferred tax assets for which no benefit can be currently realized.
Benefit for income tax in the three months ended March 28, 2026, was $ 64 million compared to a provision for income tax of $( 3 ) million for the three months ended March 29, 2025. This $ 67 million change was primarily due to the deferred tax effect of goodwill impairment to the Mobileye reporting unit recorded in the three months ended March 28, 2026.
NOTE 7 - RELATED PARTIES TRANSACTIONS
The Company has entered into a series of related party arrangements with Intel. For further description of the arrangements refer to Note 9 of the notes to the consolidated financial statements for the year ended December 27, 2025.
Stock Compensation Recharge Agreement
The Company entered into a stock compensation recharge agreement with Intel, which requires the Company to reimburse Intel for certain amounts, net of any related withholding tax, relating to the value of share-based compensation provided to the Company’s employees for RSUs or stock options exercisable in Intel stock. The reimbursement amounts recorded as an adjustment to additional paid-in capital in the condensed consolidated statement of changes in equity were $ 0.1 million and $ 1.0 million for the three months ended March 28, 2026 and March 29, 2025, respectively.
Lease agreements
Under lease agreements with Intel, the Company leases office space in Intel’s buildings. The costs are included in the condensed consolidated statements of operations and comprehensive income (loss) primarily on a specific and direct attribution basis. The leasing costs for the three months ended March 28, 2026 were immaterial and totaled $ 0.7 million for the three months ended March 29, 2025.
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Other services to a related party
The Company reimbursed its Chief Executive Officer for reasonable travel related expenses incurred while conducting business on behalf of the Company as well as paid for certain security related costs. For the three months ended March 28, 2026 and March 29, 2025, travel related reimbursements and security related costs were $ 0.8 million and $ 1.1 million, respectively.
Administrative Services Agreement
Under the Administrative Services Agreement, Intel provides the Company with administrative and other services. The Company pays fees to Intel for the services rendered based on pricing per service agreed between the Company and Intel.
The costs incurred under this agreement for the three months ended March 28, 2026 and March 29, 2025 were $ 0.2 million and $ 0.9 million, respectively.
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. Pursuant to the Technology and Services Agreement, the Company and Intel agree to statements of work with additional terms for Technology Projects.
The amounts incurred under this agreement for the three months ended March 28, 2026 and March 29, 2025 were $ 0.3 million and $ 0.5 million, respectively.
Tax Sharing Agreement
The Tax Sharing Agreement establishes the respective rights, responsibilities and obligations of the Company and Intel after the completion of the Mobileye IPO with respect to tax matters, including the amount of cash the Company will pay to Intel for its share of the tax liability owed on the consolidated filings in which the Company or any of the Company’s subsidiaries are included, including audit or other tax proceedings. On August 14, 2024, Mobileye and Intel entered into an Amended and Restated Tax Sharing Agreement, which incorporated certain clarifying amendments into the original Tax Sharing Agreement. As a result of the Tax Deconsolidation, starting July 12, 2025, the computation of cash payable between the Company and Intel, under the Amended and Restated Tax Sharing Agreement, is no longer applicable with respect to U.S. federal income taxes. However, other obligations of the parties under the Amended and Restated Tax Sharing Agreement remain in effect. As of March 28, 2026 and December 27, 2025, the related party payable to Intel, pursuant to the Tax Sharing Agreement was zero .
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, pursuant to the Share Purchase Agreement, by and among the Company, Mobileye Vision Technologies Ltd., Mentee Robotics Ltd., the shareholders of Mentee Robotics, and Shareholder Representative Services LLC, as the exclusive representative of the Mentee Robotics shareholders.
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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. Prof. Amnon Shashua recused himself from the Board’s consideration and approval of the Acquisition. Prof. 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. 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 Audit Committee of the Board also approved the Acquisition pursuant to the Company’s Related Persons Transaction Policy. Stock based compensation expenses for restricted shares issued to related parties as part of the acquisition, totaled $ 6 million for the three months ended March 28, 2026. For further detail, refer to Note 13 Business Combination .
NOTE 8 - IDENTIFIED INTANGIBLE ASSETS
As of
March 28, 2026
December 27, 2025
Accumulated
Accumulated
U.S. dollars in millions
Gross Assets
Amortization
Net
Gross Assets
Amortization
Net
Developed technology
$
3,705
$
2,856
$
849
$
3,705
$
2,761
$
944
Developed IP
128
2
126
—
—
—
Customer relationships & brands
777
571
206
777
555
222
Total
$
4,610
$
3,429
$
1,181
$
4,482
$
3,316
$
1,166
The following table presents the amortization expenses recorded for these identified intangible assets and their weighted average useful lives:
Three months ended
Weighted
March 28,
March 29,
Average
U.S. dollars in millions
2026
2025
Useful Life
Developed technology
$
95
$
94
10
Developed IP
2
—
9
Customer relationships & brands
16
17
12
Total amortization expenses
$
113
$
111
The Company expects future amortization expenses for the next five years and thereafter to be as follows:
Remainder
U.S. dollars in millions
of 2026
2027
2028
2029
2030
Thereafter
Total
Future amortization expenses
$
233
$
193
$
190
$
145
$
111
$
309
$
1,181
NOTE 9 - SEGMENT INFORMATION
An operating segment is defined as a component of an enterprise for which discrete financial information is available and is reviewed regularly by the Chief Operating Decision Maker (“CODM”), or decision-making group, to evaluate performance and make operating decisions. The Company has identified its CODM as the Chief Executive Officer (“CEO”).
The Company’s organizational structure and management reporting supports two operating segments: Mobileye and Moovit. The CODM evaluates performance, makes operating decisions and allocates resources based on the financial data of these operating segments. Operating segments do not record inter-segment revenue. 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.
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.
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Segment performance is the operating income (loss) reported excluding the amortization of acquisition-related intangible assets, share-based compensation expense, impairment of goodwill and acquisition related expenses.
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 summary of significant accounting policies in Note 2 to the audited consolidated financial statements for the fiscal year ended December 27, 2025.
The following are segment results for each period as follows:
Three months ended March 28, 2026
U.S. dollars in millions
Mobileye
Other
Total
Revenues
$
549
$
9
$
558
Cost of revenues
186
2
—
Research and development, net
245
8
—
Sales and marketing
9
2
—
General and administrative
10
1
—
Segment performance
$
99
$
( 4 )
$
95
Amortization of intangible assets
( 113 )
Share-based compensation
( 84 )
Acquisition related expenses
( 6 )
Goodwill impairment
( 3,788 )
Financial income (expense), net
14
Income (loss) before taxes on income
$
( 3,882 )
Depreciation of property and equipment
$
20
$
—
$
20
Three months ended March 29, 2025
U.S. dollars in millions
Mobileye
Other
Total
Revenues
$
428
$
10
$
438
Cost of revenues
134
2
—
Research and development, net
212
7
—
Sales and marketing
10
3
—
General and administrative
10
1
—
Segment performance
$
62
$
( 3 )
$
59
Amortization of intangible assets
( 111 )
Share-based compensation
( 65 )
Financial income (expense), net
18
Income (loss) before taxes on income
$
( 99 )
Depreciation of property and equipment
$
18
$
—
$
18
19
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Total revenues based on the country that the product was shipped to were as follows:
Three months ended
March 28,
March 29,
U.S. dollars in millions
2026
2025
USA
$
130
$
111
China
113
100
Germany
77
74
South Korea
66
33
Slovakia
48
14
Poland
28
28
Hungary
26
17
United Kingdom
22
36
Czech Republic
20
7
Thailand
10
2
Rest of World
18
16
Total
$
558
$
438
We generate the majority of our revenue from the sale of our EyeQ TM SoCs to OEMs primarily through sales to Tier 1 automotive suppliers. EyeQ TM SoC sales represented approximately 92 % and 94 % of our revenue for each of the three months ended March 28, 2026 and March 29, 2025, respectively.
Major Customers
Revenue from major customers that amount to 10% or more of total revenue:
Three months ended
March 28,
March 29,
2026
2025
Percent of total revenues:
Customer A
25
%
37
%
Customer C
18
%
14
%
Customer D
17
%
15
%
Customer B
15
%
17
%
Accounts receivable balances of major customers that amount to 10% or more of total accounts receivable balance:
As of
March 28,
December 27,
2026
2025
Percent of total accounts receivables balance:
Customer A
32
%
39
%
Customer C
21
%
14
%
Customer D
14
%
13
%
NOTE 10 - MARKETABLE SECURITIES AND DEPOSITS
Marketable securities include U.S. government and corporate bonds for original maturities of up to 12 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 (loss), net. Short term deposits are short term unrestricted highly liquid investments with original maturities of more than three months at acquisition.
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following tables summarize the Company’s marketable debt securities and short term deposits:
March 28, 2026
U.S. dollars in millions
Amortized cost
Unrealized gain
Unrealized loss
Fair value
U.S. government bonds
$
76
$
—
$
—
$
76
U.S. corporate bonds
30
—
—
30
Short term deposits
27
—
—
27
Total
$
133
$
—
$
—
$
133
December 27, 2025
U.S. dollars in millions
Amortized cost
Unrealized gain
Unrealized loss
Fair value
U.S. government bonds
$
55
$
—
$
—
$
55
Total
$
55
$
—
$
—
$
55
NOTE 11 - CONTINGENCIES
U.S. Class Action
On January 16, 2024, a putative class action captioned McAuliffe v. 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 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. In response to the defendants’ motion to dismiss, filed on October 25, 2024, lead plaintiff filed a second amended complaint on November 22, 2024. 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 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 time for the plaintiff to seek further review by filing a petition for a writ of certiorari with the U.S. Supreme Court has expired, and no such petition was filed. No provision was recorded in the condensed consolidated financial statements as of March 28, 2026.
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
U.S. 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 patent infringement. The suit accuses Mobileye Global Inc., Mobileye Vision Technologies Ltd., and Mobileye Inc. of allegedly infringing two expired patents. Despite expiration of the patents, the suit seeks injunctive relief and a permanent injunction as well as unspecified damages, fees and costs. Mobileye Vision Technologies Ltd. and Mobileye Inc., sued Facet in the U.S. District Court of Minnesota seeking a declaratory judgment of non-infringement of both patents. Before either action was answered, the Patent Trial and Appeal Board (“PTAB”) of the US Patent and Trademark Office instituted two Inter Parte Review (IPR) proceedings on both patents, and both district court actions were stayed. The parties are challenging aspects of the PTAB’s determinations, and the district court actions remain stayed. We intend to defend these matters vigorously. No provision was recorded in the condensed consolidated financial statements as of March 28, 2026.
NOTE 12 - GOODWILL
The following table presents the carrying amount of goodwill by segment as of March 28, 2026 and December 27, 2025.
U.S. dollars in millions
Mobileye
Other
Total
December 27, 2025
$
8,089
$
111
$
8,200
Business combination (1)
498
—
498
Impairment
( 3,788 )
—
( 3,788 )
March 28, 2026
$
4,799
$
111
$
4,911
(1) Goodwill arising from the acquisition of Mentee Robotics has been allocated to the Mobileye reporting segment.
During the first quarter of 2026, the Company performed an interim quantitative goodwill impairment analysis for the “Mobileye” reporting unit, due to a 35 % decline in the price of the Company’s Class A common stock, and corresponding market capitalization since the most recent assessment date, as well as increased uncertainty in the macroeconomic and geopolitical environment. The quantitative assessment was performed by measuring the reporting unit’s fair value 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. When using the income approach, we tested the reasonableness of the inputs and outcomes of our discounted cash flow analysis against available market data. As part of this analysis, we determined that a significant increase in the discount rate was required relative to the discount rate used in our most recent assessment. This increase resulted from higher market‑based and Mobileye-specific risk premiums associated with changes in global macroeconomic conditions in 2026, including heightened geopolitical risks related to operations in the Middle East, particularly the conflict between Israel and Iran, as well as increased uncertainty related to the evolving competitive landscape.
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 $ 3,788 million, under “goodwill impairment” in the Condensed Consolidated Statements of Operations.
Our impairment conclusion is sensitive to the market capitalization in that a further sustained decline in the Company’s market capitalization may require additional analysis to support the reasonability of our implied control premium, and may require further adjustments to certain key assumptions underlying our valuation.
No impairment was identified in any of the other reporting units.
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 13 - BUSINESS COMBINATIONS
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, an AI-first humanoid robotics company, pursuant to 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, 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 of February 3, 2026, subject to continued employment, or under certain circumstances affiliation, with the Company and its subsidiaries. Prof. Amnon Shashua received 37.83 % of the total consideration, valued at approximately $ 341 million, paid evenly in cash and Class A Common Stock, and Prof. Shai Shalev-Shwartz received 13.07 % of the total consideration, valued at approximately $ 118 million, paid evenly in cash and the Company’s Class A common stock.
At the closing, $ 95 million of the purchase price was deposited with an escrow agent (provided that with respect to the 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 (“Accelerated 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.
Purchase Price Allocation
The following table summarizes the purchase consideration for the Acquisition of Mentee Robotics:
U.S. dollars in millions
Cash paid for outstanding Mentee shares (1)
$
583
Cash paid for vested Mentee options (2)
24
Total cash consideration
607
Fair value of Mobileye Class A common stock issued to Mentee Founders (3)
23
Fair value of Mentee options assumed by Mobileye (4)
7
Total purchase consideration
$
637
(1)
Represents the cash consideration paid to Mentee Robotics shareholders for their outstanding Mentee shares.
(2)
Represents the cash consideration paid to Mentee Robotics employees for their vested options and accelerated options (which were converted into the right to receive cash consideration) for the portion attributable to the pre-combination service period. The portion of accelerated options value which is attributable to post-combination service period, amounted to $ 4 million and was recognized as an immediate expense.
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(3)
Represents the fair value of the Class A common stock (as of the closing date) issued to Mentee Founders that are not subject to continuing employment ( 10 % of the Aggregate Stock Consideration). The substantial majority of the Class A common stock issued to Mentee Founders ( 90 % of the Aggregate Stock Consideration) is contingent on continuing employment and therefore not recognized as part of the total purchase consideration of $ 637 million. The fair value of these Restricted Shares, amounting to $ 207 million will be recognized as share-based compensation expense over two and four years .
(4)
Represents the fair value of Mentee Robotics options attributable to pre-acquisition services. The fair value of Mobileye RSUs that replaced Mentee Robotics unvested options that is attributable to post-combination services amounts to $ 10 million and will be recognized as an expense over a service period of up to four years .
Total purchase consideration has been allocated as follows:
U.S. dollars in millions
Cash and cash equivalents
$
16
Other current assets
1
Property and equipment, net
1
Intangible assets (1)
128
Goodwill
498
Deferred tax assets
2
Other long-term assets
1
Total assets acquired
647
Accounts payable and accrued expenses
*
Employee related accrued expenses
1
Other current liabilities
1
Deferred tax liabilities
8
Total liabilities assumed
10
Fair value of net assets acquired (2)
$
637
* Less than $1 million.
(1)
The fair value of the Developed IP Asset was determined using the Multi-Period Excess Earnings Method and will be amortized over a useful life of 9 years . The significant assumptions used include useful economic life, estimated annual net cash flows, discount rate and applicable tax rate.
(2)
The fair value of the assets and liabilities acquired is based on our preliminary valuations. Final adjustments may be made to the purchase price allocation if more information becomes available.
The goodwill is primarily attributable to the expected synergies and other benefits that will be generated from the combination of Mobileye and Mentee Robotics, as well as the value attributable to the assembled workforce. Goodwill arising from the Acquisition has been allocated to the Mobileye reporting segment.
The Law for Encouragement of Knowledge-Intensive Industry (Temporary Order) — 2023 by the Israel Tax Authorities, generally referred to as the “Angels Law”, offers several incentives to promote investments in Israeli high-tech companies. Notably, it allows a five-year amortization period for the acquisition cost of an Israeli high-tech company. To qualify for this tax benefit, certain requirements must be met, as defined by the Angels Law. The Company expects the acquisition of Mentee Robotics to satisfy the requirements for tax incentives under the Angels Law.
For U.S. tax purposes, the Company has elected to treat the acquisition as an asset purchase. The election will result in a step‑up in the tax basis of the acquired assets to their estimated fair values. The step‑up will create deductible temporary differences primarily related to intangible assets and goodwill, which are expected to be amortized over fifteen years for U.S. tax purposes.
During the three months ended March 28, 2026, we incurred $ 6 million of transaction costs related to the Acquisition which were recorded in general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss).
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The operating results of Mentee Robotics have been included in the condensed consolidated statements of operations and comprehensive income (loss) since the acquisition date and are not material. Proforma financial information has not been presented because the impact of the acquisition was not material to the condensed consolidated statements of operations and comprehensive income (loss).
NOTE 14 - SUBSEQUENT EVENTS
In March 30, 2026, the Company’s compensation committee approved the issuance of restricted stock units to be issued under our 2022 Plan. The total aggregate fair value of RSUs granted was $ 21.0 million, which consisted of 2,906 thousand RSUs, which will vest over a service period of three years .
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.