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EQUITY

6 Months Ended

Jun. 27, 2026

NOTE 4 - EQUITY

Share repurchase program

In April 2026, the Board of Directors authorized a program to repurchase up to $250 million of Mobileye’s outstanding Class A common stock (the “Repurchase Program”). Under the Repurchase Program, share repurchases may be made from time to time subject to general market conditions, opportunities and other factors. The Repurchase Program does not have a fixed expiration date and does not obligate the Company to acquire any specific dollar amount or number of shares.

During the three and six months ended June 27, 2026, the Company repurchased 2,505,096 shares of outstanding Class A common stock for $23.5 million.

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.

Restricted Stock Units

The RSU activity for the six months ended June 27, 2026 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 27, 2025		32,853		$	20
Granted		8,356			8
Vested		(1,450)			19
Forfeited		(1,535)			18
Outstanding as of June 27, 2026		38,224		$	17

The RSU activity for the three months ended June 27, 2026 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 March 28, 2026		37,100		$	18
Granted		2,906			7
Vested		(1,054)			17
Forfeited		(728)			15
Outstanding as of June 27, 2026		38,224		$	17

As of June 27, 2026, the unrecognized compensation cost related to all unvested RSUs granted under the 2022 Plan, was $344 million, which is expected to be recognized as an expense over a weighted-average period of 1.87 years.

Restricted Shares

In connection with the acquisition of Mentee Robotics, 23,651,844 Restricted Shares of Class A common stock were issued to the Mentee Founders. Such Restricted Shares were deposited with a deferred consideration trustee and will be released in equal portions twenty-four and forty-eight months after the closing date of February 3, 2026, subject to continued employment, or under certain circumstances affiliation, with the Company and its subsidiaries. For further detail, refer to Note 13 Business Combination.

The Restricted Shares activity for the six months ended June 27, 2026 was as follows:


		Number of Restricted		Grant date fair value per
		Shares		share
		In thousands		U.S. dollars
Outstanding as of December 27, 2025		—		$	—
Granted		23,652			9
Outstanding as of June 27, 2026		23,652		$	9

The Restricted Shares activity for the three months ended June 27, 2026 was as follows:


		Number of Restricted		Grant date fair value per
		Shares		share
		In thousands		U.S. dollars
Outstanding as of March 28, 2026		23,652		$	9
Outstanding as of June 27, 2026		23,652		$	9

As of June 27, 2026, the unrecognized compensation cost related to all unvested Restricted Shares, was $186 million, which is expected to be recognized as an expense over a weighted-average period of 3.61 years.

Share-based compensation expense summary

Expenses recognized

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


		Three Months Ended						Six Months Ended
U.S. dollars in millions		June 27, 2026			June 28, 2025			June 27, 2026			June 28, 2025
Cost of revenue		$	1		$	1		$	1		$	1
Research and development, net (1)			67			59			135			116
Sales and marketing			1			2			3			3
General and administrative			19			7			33			14
Total share-based compensation		$	88		$	69		$	172		$	134

(1)Not including R&D Law incentive grant related to ordinary income from sold RSUs as further detailed in Note 2 under Research and Development Incentives, which depends on the actual sale of the shares of common stock issued upon the conversion of RSUs.