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EQUITY

12 Months Ended

Dec. 27, 2025

NOTE 6 - EQUITY

1.Common Stock and Voting Rights

We have two classes of authorized common stock: Class A common stock, which is listed on Nasdaq under the symbol “MBLY”, and Class B common stock which is not listed or traded on any stock exchange and is held by Intel. Both classes of common stock have a par value of $0.01 per share. The rights of the holders of our Class A common stock and Class B common stock are identical, except with respect to voting, transfer, and conversion rights. Each share of our Class A common stock is entitled to one vote. Each share of our Class B common stock is entitled to ten votes and is convertible at any time into one share of our Class A common stock, subject to certain conditions.

On July 11, 2025, we completed the Secondary Offering pursuant to which 57,500,000 shares of Class B common stock held by Intel were converted into an equal number of shares of Class A common stock. In connection with and conditional upon the closing of the Secondary Offering, the Company purchased from Intel 6,231,985 shares of Class A common stock (which shares were received upon the conversion of 6,231,985 shares of Class B common stock into Class A common stock). 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. For further detail, refer to Note 1 General.

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

2.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. Equity awards under the 2022 Plan are granted for Class A shares and vest upon the satisfaction of a service-based vesting condition, mostly over a service period of three years. The RSUs granted during 2025, 2024 and 2023 also include 0.9 million, 0.5 million and 0.4 million RSUs granted to the Company’s Chief Executive Officer, with a total value of $15 million, $14 million and $14 million, respectively, which will vest over a service period of up to five years.

With respect to Israeli employees, the 2022 Plan is designed to grant awards pursuant to the provision of Section 102 of the Israeli Income Tax Ordinance. In accordance with the capital gains treatment elected by the Company, the Company is not allowed to deduct the amounts credited to employees for tax purposes. This includes amounts recorded as salary benefits in the Company’s consolidated financial statements, in respect of equity granted to employees under the 2022 Plan, with the exception of the benefit component, if any, on the grant date.

Restricted Stock Units

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


				Weighted average grant
		Number of RSUs		date fair value per share
		In thousands		U.S. dollars
Outstanding as of December 31, 2022		12,564		$	21
Granted		6,782			40
Vested		(4,240)			21
Forfeited		(328)			26
Outstanding as of December 30, 2023		14,778			30
Granted		13,542			25
Vested		(5,574)			29
Forfeited		(1,293)			30
Outstanding as of December 28, 2024		21,453			27
Granted		22,985			16
Vested		(9,254)			27
Forfeited		(2,331)			23
Outstanding as of December 27, 2025		32,853		$	20

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

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 as of December 28, 2024 and December 27, 2025.

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

Expenses recognized

Share-based compensation expenses included in the consolidated statements of operations and comprehensive income (loss) were as follows:


		Year ended
		December 27,			December 28,			December 30,
U.S. dollars in millions		2025			2024			2023
Cost of revenue		$	2		$	2		$	2
Research and development, net			239			244			212
Sales and marketing			6			6			7
General and administrative			30			27			31
Total share-based compensation		$	277		$	279		$	252