What changed in this filing

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Item 1. Financial Statements

2025-07-24 compared with 2025-04-24 · 195 added, 87 removed, 473 unchanged (37% of the section changed)

31 unchanged sentences

shares issued and outstanding:

100,496,663 as of March 29, 2025 and 100,226,477 as of December 28, 2024

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

Class B common stock:

2 unchanged sentences

shares issued and outstanding:

711,500,000 as of March 29, 2025 and December 28, 2024

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

Additional paid-in capital

2 unchanged sentences

TOTAL LIABILITIES AND EQUITY

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

MOBILEYE GLOBAL INC.

1 unchanged sentence

Three months ended

Six months ended

dollars in millions, except share and per share data

16 unchanged sentences

TOTAL COMPREHENSIVE INCOME (LOSS)

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

MOBILEYE GLOBAL INC.

5 unchanged sentences

Three Months Ended

Balance as of December 30, 2023

Balance as of March 29, 2025

Net income (loss)

Other comprehensive income (loss), net

Share-based compensation expense

Recharge to Parent for Share-based compensation

Issuance of common stock under employee share-based compensation plans

Balance as of June 28, 2025

Balance as of March 30, 2024

Net income (loss)

Share-based compensation expense

Recharge to Parent for Share-based compensation

Issuance of common stock under employee share-based compensation plans

Balance as of June 29, 2024

Six Months Ended

Balance as of December 28, 2024

4 unchanged sentences

Recharge to Parent for Share-based compensation

Balance as of March 29, 2025

Issuance of common stock under employee share-based compensation plans

Balance as of June 28, 2025

Balance as of December 30, 2023

Net income (loss)

Share-based compensation expense

Recharge to Parent for Share-based compensation

Issuance of common stock under employee share-based compensation plans

Balance as of June 29, 2024

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

MOBILEYE GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended

Six months ended

dollars in millions

7 unchanged sentences

Deferred income taxes

(Gains) losses on equity and debt investments, net

Changes in operating assets and liabilities:

6 unchanged sentences

Decrease (increase) in other long-term assets

Increase (decrease) in long-term liabilities

Increase (decrease) in other long-term liabilities

Net cash provided by operating activities

8 unchanged sentences

Effect of foreign exchange rate changes on cash and cash equivalents

Increase in cash, cash equivalents and restricted cash

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

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

6 unchanged sentences

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

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

MOBILEYE GLOBAL INC.

3 unchanged sentences

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

Intel Corporation (“Intel” or the “Parent”) directly or indirectly hold all of the Class B common stock of Mobileye, which as of March 29, 2025, represents approximately 87.6 % of our outstanding common stock and 98.6 % of the voting power of our common stock.

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

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

Operations in Israel

3 unchanged sentences

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

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

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

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

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

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.

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

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

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

However, since these are events beyond our control, their continuation or cessation may affect our expectations.

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

9 unchanged sentences

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

The results of operations for the three months ended March 29, 2025 shown in this report are not necessarily indicative of the results to be expected for the full year ending 2025.

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

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

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

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

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Use of estimates

9 unchanged sentences

dollars in millions

March 29, 2025

June 28, 2025

December 28, 2024

6 unchanged sentences

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

Interest income related to money market funds for the three months ended March 29, 2025, and March 30, 2024, amounted to $ 10 million and $ 12 million, respectively.

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

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

The Company’s investment in U.S.

7 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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.

2 unchanged sentences

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

Research and development reimbursements of $ 26 million and $ 36 million were offset against research and development costs in the three months ended March 29, 2025 and March 30, 2024, respectively.

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

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

Derivatives and hedging

4 unchanged sentences

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

As of March 29, 2025, the Company expects to reclassify all of its unrealized gains and losses from accumulated other comprehensive income (loss) to earnings during the next twelve months.

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

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

1 unchanged sentence

dollars in millions

March 29, 2025

June 28, 2025

December 28, 2024

Notional amount of derivative contracts

Fair value of derivative assets, net

Fair value of derivative liabilities, net

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:

Three Months Ended

Six Months Ended

dollars in millions

March 29, 2025

March 30, 2024

June 28, 2025

June 29, 2024

June 28, 2025

June 29, 2024

Other comprehensive income (loss) before reclassifications

1 unchanged sentence

Other comprehensive income (loss), net

* 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.

16 unchanged sentences

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 and money market funds, U.S.

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

17 unchanged sentences

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

As of March 29, 2025 and December 28, 2024, the credit loss allowance for trade accounts receivable was not material.

For the three months ended March 29, 2025 and March 30, 2024, the charge-offs and recoveries in relation to the credit losses were not material.

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

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

MOBILEYE GLOBAL INC.

17 unchanged sentences

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

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

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

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.

18 unchanged sentences

dollars in millions

March 29, 2025

June 28, 2025

December 28, 2024

3 unchanged sentences

Total inventories

Inventory write-downs and write-offs totaled $ 1 million for the three months ended March 29, 2025 and were not material for the three months ended March 30, 2024.

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

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

Property and equipment

dollars in millions

March 29, 2025

June 28, 2025

December 28, 2024

5 unchanged sentences

Total property and equipment, net

Depreciation expenses totaled $ 18 million and $ 14 million for the three months ended March 29, 2025 and March 30, 2024, respectively.

During the three months ended March 29, 2025 and March 30, 2024, the Company derecognized the cost and accumulated depreciation of fully depreciated assets in the amount of $ 1 million and $ 6 million, respectively.

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

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

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

NOTE 4 - EQUITY

1 unchanged sentence

Mobileye Plan

In connection with the Mobileye IPO in October 2022, 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”).

3 unchanged sentences

Restricted Stock Units

The RSUs activity for the three months ended March 29, 2025 for RSUs granted to Company’s employees under the 2022 Plan was as follows:

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

Weighted average grant

2 unchanged sentences

Outstanding as of December 28, 2024

Outstanding as of June 28, 2025

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

Weighted average grant

Number of RSUs

date fair value

Outstanding as of March 29, 2025

As of March 29, 2025, the unrecognized compensation cost related to all unvested RSUs granted under the 2022 Plan, was $ 339 million, which is expected to be recognized as expense over a weighted-average period of 1.85 years.

Outstanding as of June 28, 2025

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

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.

5 unchanged sentences

Three months ended

Six months ended

dollars in millions

March 29, 2025

March 30, 2024

June 28, 2025

June 29, 2024

June 28, 2025

June 29, 2024

Cost of revenue

Research and development, net

2 unchanged sentences

Total share-based compensation

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - EARNINGS (LOSS) PER SHARE

1 unchanged sentence

Three months ended

Six months ended

In millions, except per share amounts

3 unchanged sentences

Basic and diluted

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 29, 2025 and March 30, 2024, the computation of diluted earnings (loss) per share attributable to common stockholders does not include 21.4 million and 15.1 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.

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

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

NOTE 6 - INCOME TAXES

3 unchanged sentences

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

Provision for income tax in the three months ended March 29, 2025, was $( 3 ) million compared to a benefit for income tax of $ 3 million for the three months ended March 30, 2024.

This $ 6 million increase was primarily due to a decrease in loss before income taxes in the three months ended March 29, 2025 compared to the prior year period.

NOTE 7 - RELATED PARTIES TRANSACTIONS

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

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

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

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - RELATED PARTY TRANSACTIONS

The Company has entered into a series of related party arrangements with Intel.

2 unchanged sentences

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 $ 1 million and $ 5 million for the three months ended March 29, 2025 and March 30, 2024, respectively.

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

Lease agreements

1 unchanged sentence

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

The leasing costs for the three months ended March 29, 2025 and March 30, 2024, were $ 0.7 million and $ 0.6 million, respectively.

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

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 29, 2025 and March 30, 2024, travel related reimbursements and security related costs were $ 1.1 million and $ 0.7 million, respectively.

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

Administrative Services Agreement

1 unchanged sentence

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

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The costs incurred under this agreement for the three months ended March 29, 2025 and March 30, 2024 were $ 0.9 million and $ 1.5 million, respectively.

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

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 amount incurred under this agreement for the three months ended March 29, 2025 and March 30, 2024 were $ 0.5 million and $ 1.0 million, respectively.

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

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Tax Sharing Agreement

1 unchanged sentence

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 March 29, 2025 and December 28, 2024, the related party payable to Intel, pursuant to the Tax Sharing Agreement, were $ 0 million and $ 3 million, respectively.

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

NOTE 8 - IDENTIFIED INTANGIBLE ASSETS

March 29, 2025

June 28, 2025

December 28, 2024

4 unchanged sentences

Three months ended

Six months ended

dollars in millions

2 unchanged sentences

Total amortization expenses

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

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

1 unchanged sentence

Future amortization expenses

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - SEGMENT INFORMATION

7 unchanged sentences

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

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

4 unchanged sentences

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 28, 2024.

The following are segment results for each period as follows:

Three months ended June 28, 2025

dollars in millions

Cost of revenues

Research and development, net

Sales and marketing

General and administrative

Segment performance

Amortization of intangible assets

Share-based compensation

Financial income (expense), net

Income (loss) before taxes on income

Depreciation of property and equipment

Three months ended June 29, 2024

dollars in millions

Cost of revenues

Research and development, net

Sales and marketing

General and administrative

Segment performance

Amortization of intangible assets

Share-based compensation

Financial income (expense), net

Income (loss) before taxes on income

Depreciation of property and equipment

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following are segment results for each period as follows:

Three months ended March 29, 2025

Six months ended June 28, 2025

dollars in millions

9 unchanged sentences

Depreciation of property and equipment

Three months ended March 30, 2024

Six months ended June 29, 2024

dollars in millions

11 unchanged sentences

Three months ended

Six months ended

dollars in millions

2 unchanged sentences

Rest of World

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 94 % and 72 % of our revenue for each of the three months ended March 29, 2025 and March 30, 2024, respectively.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Major Customers

1 unchanged sentence

Three months ended

Six months ended

Percent of total revenues:

11 unchanged sentences

dollars in millions

March 29, 2025

June 28, 2025

Cash and cash

5 unchanged sentences

Money market funds

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

dollars in millions

7 unchanged sentences

Money market funds

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Equity Investments

3 unchanged sentences

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

However, the Company has begun negotiation of amendments to the relevant Preferred Stock investment agreements that would provide the Company the right to purchase up to $ 15 million of additional Preferred Stock at subsequent closings at the Company's discretion.

Final commercial terms for this amendment remain subject to further negotiation.

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

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

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

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

1 unchanged sentence

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 March 29, 2025 and December 28, 2024, we recorded $ 10 million for our investment as other long-term assets.

There was no impairment or other change to the value of the investment as of March 29, 2025 and December 28, 2024.

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

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

NOTE 11 - 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.

2 unchanged sentences

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.

The lead plaintiff has thirty days from the date of the Court's order to file a notice of appeal with the U.S.

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.

We intend to defend the matter vigorously.

No provision was recorded in the condensed consolidated financial statements as of March 29, 2025.

Derivative Action

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

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 CONDENSED 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.

Mobileye was also named as a nominal defendant.

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.

Mobileye was also named as nominal defendant.

On July 9th, 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.

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

We intend to defend the derivative claims vigorously.

No provision for the consolidated derivative action was recorded in the condensed consolidated financial statements as of March 29, 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 condensed consolidated financial statements as of June 28, 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.

We intend to defend the matter vigorously.

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

Patent Litigation

12 unchanged sentences

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 both IPRs.

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

On March 19, 2025, Facet filed requests for reconsideration of both institution decisions.

On April 22, 2025, the Patent Trial and Appeal Board denied Facet’s request for reconsideration in respect of one of the institution decisions.

The other request for reconsideration remains pending.

On May 2, 2025, the U.S.

Patent and Trademark Office denied Facet’s request for Director Review of the second institution decision.

We intend to defend the matter vigorously.

No provision was recorded in the condensed consolidated financial statements as of March 29, 2025.

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

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - SUBSEQUENT EVENTS

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

Share - based compensation

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

The total aggregate fair value of RSUs granted was $ 329.0 million, which consisted of 19,735 thousand RSUs, which will vest over a service period of three years .

Secondary Offering.

Share Repurchase, Option and Conversion

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

The Secondary Offering closed on July 11, 2025.

In connection with and conditional upon the closing of the Secondary Offering, on July 11, 2025 the Company purchased from Intel 6,231,985 shares of Class A common stock (which shares were received upon the conversion of 6,231,985 shares of Class B common stock into Class A common stock) at a price of $ 16.04625 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.

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

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

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

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

domestic income tax return.

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

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

What changed 10-Q

Item 1. Financial Statements