Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
MOBILEYE GLOBAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 28,
December 28,
U.S. dollars in millions, except share and per share data
2025
2024
Assets
Current assets
Cash and cash equivalents
$
1,709
$
1,426
Trade accounts receivable, net
217
212
Inventories
325
415
Other current assets
146
121
Total current assets
2,397
2,174
Non-current assets
Property and equipment, net
454
458
Intangible assets, net
1,387
1,609
Goodwill
8,200
8,200
Other long-term assets
140
138
Total non-current assets
10,181
10,405
TOTAL ASSETS
$
12,578
$
12,579
Liabilities and Equity
Current liabilities
Accounts payable and accrued expenses
$
199
$
190
Employee related accrued expenses
115
105
Related party payable
4
4
Other current liabilities
29
34
Total current liabilities
347
333
Non-current liabilities
Long-term employee benefits
69
62
Deferred tax liabilities
36
47
Other long-term liabilities
60
50
Total non-current liabilities
165
159
Contingencies (see note 11)
TOTAL LIABILITIES
$
512
$
492
Equity
Class A common stock: $ 0.01 par value; 4,000,000,000 shares authorized; shares issued and outstanding: 103,579,323 as of June 28, 2025 and 100,226,477 as of December 28, 2024
1
1
Class B common stock: $ 0.01 par value; 1,500,000,000 shares authorized; shares issued and outstanding: 711,500,000 as of June 28, 2025 and December 28, 2024
7
7
Additional paid-in capital
15,270
15,137
Accumulated other comprehensive income (loss)
17
2
Retained earnings (accumulated deficit)
( 3,229 )
( 3,060 )
TOTAL EQUITY
12,066
12,087
TOTAL LIABILITIES AND EQUITY
$
12,578
$
12,579
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
Six months ended
June 28,
June 29,
June 28,
June 29,
U.S. dollars in millions, except share and per share data
2025
2024
2025
2024
Revenue
$
506
$
439
$
944
$
678
Cost of revenue
254
230
485
415
Gross profit
252
209
459
263
Research and development, net
282
256
557
499
Sales and marketing
25
28
56
62
General and administrative
19
19
37
34
Total operating expenses
326
303
650
595
Operating income (loss)
( 74 )
( 94 )
( 191 )
( 332 )
Financial income (expense), net
13
13
31
30
Income (loss) before income taxes
( 61 )
( 81 )
( 160 )
( 302 )
Benefit (provision) for income taxes
( 6 )
( 5 )
( 9 )
( 2 )
Net income (loss)
$
( 67 )
$
( 86 )
$
( 169 )
$
( 304 )
Earnings (loss) per share attributed to Class A and Class B stockholders:
Basic and diluted
$
( 0.08 )
$
( 0.11 )
$
( 0.21 )
$
( 0.38 )
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
812
806
812
806
Net income (loss)
( 67 )
( 86 )
( 169 )
( 304 )
Other comprehensive income (loss), net of tax
18
—
15
—
TOTAL COMPREHENSIVE INCOME (LOSS)
$
( 49 )
$
( 86 )
$
( 154 )
$
( 304 )
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 in millions, except share and per share data
shares
Amount
capital
Income (Loss)
Deficit)
Equity
Three Months Ended
Balance as of March 29, 2025
812
$
8
$
15,204
$
( 1 )
$
( 3,162 )
$
12,049
Net income (loss)
—
—
—
—
( 67 )
( 67 )
Other comprehensive income (loss), net
—
—
—
18
—
18
Share-based compensation expense
—
—
69
—
—
69
Recharge to Parent for Share-based compensation
—
—
( 3 )
—
—
( 3 )
Issuance of common stock under employee share-based compensation plans
3
—
—
—
—
—
Balance as of June 28, 2025
815
$
8
$
15,270
$
17
$
( 3,229 )
$
12,066
Balance as of March 30, 2024
806
$
8
$
14,943
$
—
$
( 188 )
$
14,763
Net income (loss)
—
—
—
—
( 86 )
( 86 )
Share-based compensation expense
—
—
62
—
—
62
Recharge to Parent for Share-based compensation
—
—
( 20 )
—
—
( 20 )
Issuance of common stock under employee share-based compensation plans
3
—
—
—
—
—
Balance as of June 29, 2024
809
$
8
$
14,985
$
—
$
( 274 )
$
14,719
Six Months Ended
Balance as of December 28, 2024
812
$
8
$
15,137
$
2
$
( 3,060 )
$
12,087
Net income (loss)
—
—
—
—
( 169 )
( 169 )
Other comprehensive income (loss), net
—
—
—
15
—
15
Tax sharing agreement with Parent
—
—
3
—
—
3
Share-based compensation expense
—
—
134
—
—
134
Recharge to Parent for Share-based compensation
—
—
( 4 )
—
—
( 4 )
Issuance of common stock under employee share-based compensation plans
3
—
—
—
—
—
Balance as of June 28, 2025
815
$
8
$
15,270
$
17
$
( 3,229 )
$
12,066
Balance as of December 30, 2023
806
$
8
$
14,886
$
—
$
30
$
14,924
Net income (loss)
—
—
—
—
( 304 )
( 304 )
Share-based compensation expense
—
—
124
—
—
124
Recharge to Parent for Share-based compensation
—
—
( 25 )
—
—
( 25 )
Issuance of common stock under employee share-based compensation plans
3
—
—
—
—
—
Balance as of June 29, 2024
809
$
8
$
14,985
$
—
$
( 274 )
$
14,719
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)
Six months ended
June 28,
June 29,
U.S. dollars in millions
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)
$
( 169 )
$
( 304 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation of property and equipment
36
30
Share-based compensation
134
124
Amortization of intangible assets
222
222
Exchange rate differences on cash and cash equivalents
( 8 )
5
Deferred income taxes
( 11 )
( 11 )
(Gains) losses on equity and debt investments, net
( 1 )
1
Other
4
( 1 )
Changes in operating assets and liabilities:
Decrease (increase) in trade accounts receivable
( 5 )
133
Decrease (increase) in other current assets
12
8
Decrease (increase) in inventories
90
( 94 )
Increase (decrease) in accounts payable, accrued expenses and related party payable
4
( 52 )
Increase (decrease) in employee-related accrued expenses and long term benefits
17
3
Increase (decrease) in other current liabilities
( 6 )
5
Decrease (increase) in other long-term assets
( 2 )
( 2 )
Increase (decrease) in other long-term liabilities
5
3
Net cash provided by operating activities
322
70
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment
( 28 )
( 46 )
Purchases of debt and equity investments
( 44 )
( 18 )
Maturities and sales of debt and equity investments
33
—
Net cash used in investing activities
( 39 )
( 64 )
CASH FLOWS FROM FINANCING ACTIVITIES
Share-based compensation recharge
—
( 11 )
Net cash provided by (used in) financing activities
—
( 11 )
Effect of foreign exchange rate changes on cash and cash equivalents
8
( 5 )
Increase (decrease) in cash, cash equivalents and restricted cash
291
( 10 )
Balance of cash, cash equivalents and restricted cash, at beginning of year
1,438
1,226
Balance of cash, cash equivalents and restricted cash, at end of period
$
1,729
$
1,216
Supplementary non-cash investing and financing activities:
Non-cash purchase of property and equipment
$
13
$
10
Non-cash share based compensation recharge
$
—
$
14
Tax sharing agreement with Parent
$
( 3 )
$
—
Supplemental cash flow information:
Cash received (paid) for income taxes, net of refunds
$
( 3 )
$
( 15 )
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, 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
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 have responded. In addition, both Hezbollah and the Houthi movement have attacked military and civilian targets in Israel, to which Israel has responded, including through increased air and ground operations in Lebanon. In addition, the Houthi movement has attacked international shipping lanes in the Red Sea, to which both Israel and the United States have responded. 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. 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.
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 2025 is a 52-week fiscal year; fiscal year 2024 was also a 52-week fiscal year.
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.
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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
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 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.
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
June 28, 2025
December 28, 2024
Cash
$
57
$
56
Short term deposits
649
419
Money market funds
1,003
951
Restricted cash (within other current and other long-term assets)
20
12
Cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows
$
1,729
$
1,438
Fair value measurement
The carrying value of short-term deposits classified as cash equivalents approximates their fair value due to the short maturity of these items.
The Company’s investment in money market funds 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 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. government bonds is measured at fair value within Level 1 of the fair value hierarchy because they consist of U.S. government 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.
The carrying amounts of trade accounts receivable and accounts payable approximate fair value because of their generally short maturities.
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.
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 $ 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
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. 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.
The notional amount and fair value of outstanding derivatives at the end of each period were:
As of
U.S. dollars in millions
June 28, 2025
December 28, 2024
Notional amount of derivatives contracts
$
243
$
214
Fair value of derivative assets
$
18
$
2
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
U.S. dollars in millions
June 28, 2025
June 29, 2024
June 28, 2025
June 29, 2024
Other comprehensive income (loss) before reclassifications
$
23
$
—
$
22
$
—
Amounts reclassified out of accumulated other comprehensive (income) loss *
( 4 )
—
( 6 )
—
Tax effects
( 1 )
—
( 1 )
—
Other comprehensive income (loss), net
$
18
$
—
$
15
$
—
* Amounts of gains (losses) reclassified from other comprehensive income (loss) into profit or loss are recorded in cost of revenue and operating expenses.
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Income Tax
The provision for income tax consists of income taxes in the various jurisdictions where the Company is subject to taxation, primarily the United States and Israel. For interim periods, the Company recognizes an income tax benefit (provision) based on the estimated annual effective tax rate, calculated on a worldwide consolidated basis, expected for the entire year. The Company applies this rate to the year-to-date pre-tax income. The overall effective tax rate is influenced by valuation allowances on tax assets for which no benefit can be recognized due to the Company’s recent history of pretax losses sustained. Tax jurisdictions with forecasted pretax losses for the year for which no benefit can be recognized are excluded from the calculation of the worldwide estimated annual effective tax rate, and any associated tax provision or benefit for those jurisdictions is recorded separately.
During the periods presented in the condensed consolidated financial statements, certain components of the Company’s business operations were included in the consolidated U.S. domestic income tax return filed by the Company’s Parent. The Company also files various foreign income tax returns on a separate basis, distinct from its Parent. The income tax provision included in the Company’s condensed consolidated financial statements has been calculated using the separate return method, as if the Company had filed its own tax returns.
The Company has entered into a Tax Sharing Agreement with its Parent that establishes the amount of cash payable for the Company’s share of the tax liability owed on consolidated tax return filings with its Parent. Any differences between taxes currently payable to the Company’s Parent under the Tax Sharing Agreement and the current tax provision computed on a separate return basis, is reflected as adjustments to additional paid-in capital in the condensed consolidated statement of changes in equity and financing activities within the condensed consolidated statement of cash flows (see also Note 7).
The Company reflects tax loss and tax credit carry-forward attributes under the separate return method approach. Such tax attributes may not be benefited in the same period as the Company’s Parent on a consolidated tax return. As a result, there are inherent differences between the Company’s separate tax return method approach and certain actual tax returns filed on a consolidated basis with Intel.
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 and money market funds, U.S. government 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 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.
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. 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.
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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. See below regarding a shortage in EyeQ™ SoCs that the Company experienced during 2021 and 2022 and may experience in the future, including in ECUs for SuperVision™ and other components for our products.
Supply chain risk
During the fiscal years 2021 and 2022, the semiconductor industry experienced widespread shortages of substrates and other components and available foundry manufacturing capacity. During 2021 and 2022, STMicroelectronics, our sole supplier of EyeQ™ SoCs, was not able to meet our demand for EyeQ™ SoCs, causing a significant reduction in the Company’s inventory levels. Starting in late 2022 and early 2023, such supply disruptions, raw material shortages and manufacturing limitations abated and during 2023, we successfully increased levels of EyeQ™ SoC inventory on hand, mitigating the potential for future supply constraints to cause a shortfall of chips. 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) 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.
New Accounting pronouncements
Accounting Pronouncements effective in future periods
In December 2023, the FASB issued ASU 2023-09 Improvements to Income Tax Disclosures. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. For public business entities, the ASU is effective for annual periods beginning after December 15, 2024. The Company is evaluating the potential impact of this guidance on its consolidated financial statements.
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expense, and ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU improves the disclosures about a public business entity’s expenses and provides more detailed information about the types of expenses in commonly presented expense captions. The amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation and amortization included in each relevant expense caption (such as cost of sales, general and administrative, and research and development). The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the potential impact of this guidance on its consolidated financial statement disclosures.
NOTE 3 - OTHER FINANCIAL STATEMENT DETAILS
Inventories
As of
U.S. dollars in millions
June 28, 2025
December 28, 2024
Raw materials
$
25
$
35
Work in process
—
1
Finished goods
300
379
Total inventories
$
325
$
415
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
As of
U.S. dollars in millions
June 28, 2025
December 28, 2024
Computers, electronic equipment and software
$
226
$
197
Vehicles
14
14
Office furniture and equipment
10
10
Buildings
319
321
Leasehold improvements
48
44
Total property and equipment, gross
$
617
$
586
Less: accumulated depreciation
( 163 )
( 128 )
Total property and equipment, net
$
454
$
458
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
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 six 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
In thousands
U.S. dollars
Outstanding as of December 28, 2024
21,453
$
27.0
Granted
2,104
13.7
Vested
( 3,427 )
22.9
Forfeited
( 734 )
27.0
Outstanding as of June 28, 2025
19,396
$
26.3
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
In thousands
U.S. dollars
Outstanding as of March 29, 2025
21,188
$
26.7
Granted
1,621
13.2
Vested
( 3,157 )
22.3
Forfeited
( 256 )
24.2
Outstanding as of June 28, 2025
19,396
$
26.3
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.
Intel Plan
Prior to the Mobileye IPO, since 2017, employees of the Company had been incentivized and rewarded through the grant of Intel equity awards under Intel’s equity incentive plan which contains only a service condition. The equity awards granted generally vest over the course of three years from the grant date. The activity of the Company’s employees for Intel’s options and RSUs was immaterial for the current period.
Share-based compensation expense summary (for both Mobileye and Intel Plans)
Expenses recognized
Share-based compensation expenses included in the condensed consolidated statements of operations and comprehensive income (loss) were as follows:
Three months ended
Six months ended
U.S. dollars in millions
June 28, 2025
June 29, 2024
June 28, 2025
June 29, 2024
Cost of revenue
$
1
$
1
$
1
$
1
Research and development, net
59
55
116
108
Sales and marketing
2
—
3
2
General and administrative
7
6
14
13
Total share-based compensation
$
69
$
62
$
134
$
124
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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 earnings (loss) per share for the periods presented:
Three months ended
Six months ended
June 28,
June 29,
June 28,
June 29,
In millions, except per share amounts
2025
2024
2025
2024
Numerator:
Net income (loss)
$
( 67 )
$
( 86 )
$
( 169 )
$
( 304 )
Denominator:
Weighted average common shares - basic and diluted
812
806
812
806
Earnings (loss) per share:
Basic and diluted
$
( 0.08 )
$
( 0.11 )
$
( 0.21 )
$
( 0.38 )
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
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.
The income tax benefit (provision) included in these condensed consolidated financial statements has been calculated using the separate return method, as if the Company had filed its own tax returns. Net operating losses generated by the Company that have been utilized as part of the Parent’s consolidated income tax return filings but have not been utilized by the Company under the separate return method approach, have been reflected in these condensed consolidated financial statements because the Company will recognize a benefit for the separate return method net operating losses when determined to be realizable, whether as a deduction against current taxable income in future periods or upon recognition of associated deferred tax assets based on valuation allowance assessments.
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 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.
15
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 7 - RELATED PARTY 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 28, 2024.
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 $ 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
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 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. 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
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 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 that we entered into in connection with the Mobileye IPO 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 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.
16
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 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
As of
June 28, 2025
December 28, 2024
Accumulated
Accumulated
U.S. dollars in millions
Gross Assets
Amortization
Net
Gross Assets
Amortization
Net
Developed technology
$
3,705
$
2,572
$
1,133
$
3,705
$
2,384
$
1,321
Customer relationships & brands
777
523
254
786
498
288
Total
$
4,482
$
3,095
$
1,387
$
4,491
$
2,882
$
1,609
The following table presents the amortization expenses recorded for these identified intangible assets and their weighted average useful lives:
Three months ended
Six months ended
Weighted
June 28,
June 29,
June 28,
June 29,
Average
U.S. dollars in millions
2025
2024
2025
2024
Useful Life
Developed technology
$
94
$
94
$
188
$
188
10
Customer relationships & brands
17
17
34
34
12
Total amortization expenses
$
111
$
111
$
222
$
222
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:
Remainder
U.S. dollars in millions
of 2025
2026
2027
2028
2029
Thereafter
Total
Future amortization expenses
$
221
$
332
$
179
$
176
$
131
$
348
$
1,387
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.
17
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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 and impairment of goodwill. Starting in 2025, the measure of segment performance used by the CODM changed and as a result, the Company’s segment performance measure was updated to also exclude share-based compensation expenses (that were previously included in segment performance). The change aligns with segment information that is now regularly provided to the CODM and reflects how the CODM assesses segment performance and makes strategic decisions about the business. Prior period amounts have been recast as a result of the change in segment measure.
The measure of assets has not been disclosed for each segment as it is not regularly provided to the CODM.
The accounting policies of the individual segments are the same as those described in the 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
U.S. dollars in millions
Mobileye
Other
Total
Revenues
$
497
$
9
$
506
Cost of revenues
159
1
—
Research and development, net
215
7
—
Sales and marketing
4
2
—
General and administrative
11
1
—
Segment performance
$
108
$
( 2 )
$
106
Amortization of intangible assets
—
—
( 111 )
Share-based compensation
—
—
( 69 )
Financial income (expense), net
—
—
13
Income (loss) before taxes on income
—
—
$
( 61 )
Depreciation of property and equipment
$
18
$
—
$
18
Three months ended June 29, 2024
U.S. dollars in millions
Mobileye
Other
Total
Revenues
$
428
$
11
$
439
Cost of revenues
133
2
—
Research and development, net
193
8
—
Sales and marketing
5
6
—
General and administrative
12
1
—
Segment performance
$
85
$
( 6 )
$
79
Amortization of intangible assets
—
—
( 111 )
Share-based compensation
—
—
( 62 )
Financial income (expense), net
—
—
13
Income (loss) before taxes on income
—
—
$
( 81 )
Depreciation of property and equipment
$
16
$
—
$
16
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Six months ended June 28, 2025
U.S. dollars in millions
Mobileye
Other
Total
Revenues
$
925
$
19
$
944
Cost of revenues
293
3
—
Research and development, net
427
14
—
Sales and marketing
14
5
—
General and administrative
21
2
—
Segment performance
$
170
$
( 5 )
$
165
Amortization of intangible assets
—
—
( 222 )
Share-based compensation
—
—
( 134 )
Financial income (expense), net
—
—
31
Income (loss) before taxes on income
—
—
$
( 160 )
Depreciation of property and equipment
$
36
$
—
$
36
Six months ended June 29, 2024
U.S. dollars in millions
Mobileye
Other
Total
Revenues
$
659
$
19
$
678
Cost of revenues
223
3
—
Research and development, net
376
15
—
Sales and marketing
18
8
—
General and administrative
19
2
—
Segment performance
$
23
$
( 9 )
$
14
Amortization of intangible assets
—
—
( 222 )
Share-based compensation
—
—
( 124 )
Financial income (expense), net
—
—
30
Income (loss) before taxes on income
—
—
$
( 302 )
Depreciation of property and equipment
$
30
$
—
$
30
Total revenues based on the country that the product was shipped to were as follows:
Three months ended
Six months ended
June 28,
June 29,
June 28,
June 29,
U.S. dollars in millions
2025
2024
2025
2024
USA
$
109
$
91
$
220
$
109
China
101
113
201
199
Germany
88
57
162
96
South Korea
53
45
86
92
United Kingdom
33
42
69
55
Poland
29
27
57
31
Hungary
28
23
45
35
Czech Republic
20
11
27
16
Slovakia
19
5
33
10
Rest of World
26
25
44
35
Total
$
506
$
439
$
944
$
678
19
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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
Revenue from major customers that amount to 10% or more of total revenue:
Three months ended
Six months ended
June 28,
June 29,
June 28,
June 29,
2025
2024
2025
2024
Percent of total revenues:
Customer A
28
%
32
%
32
%
24
%
Customer B
21
%
15
%
19
%
17
%
Customer C
17
%
17
%
15
%
13
%
Customer D
12
%
*
13
%
11
%
Customer E
*
10
%
*
13
%
Customer F
*
*
*
12
%
*Less than 10%
Accounts receivable balances of major customers that amount to 10% or more of total accounts receivable balance:
As of
June 28,
December 28,
2025
2024
Percent of total accounts receivables balance:
Customer A
37
%
35
%
Customer C
21
%
13
%
Customer D
12
%
*
Customer B
10
%
23
%
*Less than 10%
NOTE 10 - INVESTMENTS
Debt Investments
Debt investments include U.S. government bonds and money market funds. U.S. government bonds are for original maturities of up to six months and are classified as available for sale and measured at fair value with the related unrealized gains and losses included in other comprehensive income (expense), net. Money market funds, measured at fair value, consist of institutional investors money market funds and are readily redeemable to cash.
The following tables summarize the Company’s marketable debt securities:
U.S. dollars in millions
June 28, 2025
Reported as
Cash and cash
Other current
Amortized cost
Unrealized gain
Unrealized loss
Fair value
equivalents
assets
U.S. government bonds
$
44
$
—
$
—
$
44
$
—
$
44
Money market funds
1,003
—
—
1,003
1,003
—
Total
$
1,047
$
—
$
—
$
1,047
$
1,003
$
44
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
U.S. dollars in millions
December 28, 2024
Reported as
Cash and cash
Other current
Amortized cost
Unrealized gain
Unrealized loss
Fair value
equivalents
assets
U.S. government bonds
$
33
$
—
$
—
$
33
$
—
$
33
Money market funds
951
—
—
951
951
—
Total
$
984
$
—
$
—
$
984
$
951
$
33
Equity Investments
Non-marketable equity securities
In 2024, the Company entered into a series of investment agreements with a privately held company, pursuant to which the Company agreed to purchase up to $ 25 million of preferred stock. In October 2024, the Company purchased $ 10 million of preferred stock in the privately held company. The Company no longer has an obligation to purchase additional preferred stock pursuant to the terms of the applicable preferred stock investment agreements.
In July 2025, the privately held company entered into an agreement and plan of merger, pursuant to which a buyer 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. We have accounted for the investment using the measurement alternative because the securities are not publicly traded and do not have a readily determinable fair value. Under the measurement alternative, the equity investment is initially recorded at its cost, but the carrying value may be adjusted through earnings upon an impairment or when there is an observable price change involving the same or a similar investment with the same issuer. As of 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
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. We intend to defend the matter vigorously. No provision was recorded in the condensed consolidated financial statements as of June 28, 2025.
21
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
U.S. 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. Mobileye was also named as a nominal defendant. The complaint principally asserts claims for breach of fiduciary duty and unjust enrichment based on alleged failures to take steps to prevent the Company from making allegedly false and misleading statements concerning the build-up of excess inventory by certain Tier 1 Mobileye customers. The complaint also asserts a claim for violation of Section 14(a) of the Securities Exchange Act of 1934 based on alleged misstatements and omissions in Mobileye’s 2023 proxy statement. The complaint seeks unspecified damages and other relief. 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.
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 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. 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.
U.S. Derivative Action - State of Delaware
On May 6, 2025, a derivative lawsuit captioned Levitan et al. vs. 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.
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 allegedly infringing two patents. Captioned Facet Technology Corp. v. Mobileye Global, Inc., the complaint alleges that certain Mobileye products directly and indirectly infringe both patents. The complaint seeks unspecified damages, a permanent injunction, and attorneys’ fees and costs. On November 4, 2024, Mobileye filed a motion to dismiss asserting improper venue, which the court dismissed without prejudice to refile in view of an amended complaint filed by Facet, adding Mobileye Vision Technologies Ltd. and Mobileye Inc., each wholly-owned indirect subsidiaries of Mobileye Global Inc., as additional defendants. On November 7, 2024, Mobileye Vision Technologies Ltd. and Mobileye Inc., sued Facet Technology Corp. in the U.S. District Court of Minnesota seeking a declaratory judgement that the Mobileye plaintiffs do not infringe either patent. On March 5, 2025, the Patent Trial and Appeal Board of the US Patent and Trademark Office instituted two Inter Parte Review (IPR) proceedings filed by Mobileye Vision Technologies Ltd. against the patents asserted by Facet. On March 15, 2025, the parties agreed and the relevant courts entered orders staying all litigation pending the outcome of the both IPRs. On 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. 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 June 28, 2025.
22
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MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 12 - SUBSEQUENT EVENTS
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.
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