Mobileye Global Inc.

Filing Date

Feb 5, 2026

Transaction Date

Feb 3, 2026

Accession Number

0000950103-26-001758

Form Type

4

Footnotes

1. (F1)On February 3, 2026 (the "Closing Date"), pursuant to that certain Share Purchase Agreement (the "Share Purchase Agreement"), the Issuer directly and indirectly acquired all of the outstanding share capital of Mentee Robotics Ltd. ("Mentee" and together with the Share Purchase Agreement, the "Acquisition"). In connection with the Acquisition, each share of Mentee Robotics Ltd. held by the Reporting Person immediately prior to the Closing Date was exchanged for a combination of cash and shares of the Issuer's Class A Common Stock, par value $0.01 per share ("MBLY Global Common Stock"). Such shares of MBLY Global Common Stock were deposited with a trustee (the "Trustee"), portions of which are subject to a lock-up agreement and an escrow agreement, respectively, entered into in connection with the Acquisition.
2. (F2)On the Closing Date, the Reporting Person sold all of the issued and outstanding shares of Mentee held by the Reporting Person immediately prior to the Closing Date in exchange for the right to receive (i) cash equal to fifty percent (50%) of the Reporting Person's total consideration, less (a) fifty percent (50%) of the Reporting Person's pro rata share escrow amount contribution and (b) the pro rata representative expense amount contribution, and (ii) shares of MBLY Global Common Stock. The number of shares of MBLY Global Common Stock issued was determined by dividing fifty percent (50%) of the Reporting Person's total consideration by a volume weighted average of the closing sale prices for MBLY Global Common Stock as quoted on the NASDAQ Stock Market over the thirty (30) trading days ending immediately prior to the date of the Share Purchase Agreement (the "Signing Date").
3. (F3)An amount of MBLY Global Common Stock issued to the Reporting Person equal to fifty percent (50%) of the Reporting Person's pro rata escrow amount contribution is subject to an escrow Agreement entered into on the Closing Date and pursuant to the Share Purchase Agreement.
4. (F4)Represents shares of MBLY Global Common Stock issued in connection with the Acquisition that were deposited with a Trustee as deferred consideration pursuant to the Share Purchase Agreement, a deferred consideration agreement entered into on the Signing Date and a deferred consideration trustee agreement entered into on Closing Date. Shares of MBLY Global Common Stock released from escrow to the Reporting Person pursuant to the terms of the Share Purchase Agreement and the escrow agreement, will remain subject to the aforementioned deferred consideration agreement and the deferred consideration trustee agreement.