Mobileye (NASDAQ: MBLY) CTO issued 4,831,528 shares in Mentee Robotics deal

Rhea-AI Filing Summary

Mobileye Global Inc. reported that Chief Technology Officer Shai Shalev-Shwartz received Class A common stock as part of Mobileye’s acquisition of Mentee Robotics Ltd. on February 3, 2026. His Mentee shares were exchanged for a mix of cash and Mobileye stock.

The filing shows two stock issuances: 536,835 Class A shares and an additional 4,831,528 Class A shares, both at a reported price of $0.00 per share because they were issued as consideration, not bought in the market. Following these transactions, he is reported as beneficial owner of 7,048,048 Class A shares.

Portions of the stock are held by a trustee under lock-up, escrow, and deferred consideration agreements tied to the acquisition. Half of the consideration was in cash and half in shares, with the share count based on a 30‑day volume-weighted average price before the signing of the purchase agreement.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shalev-Shwartz Shai

(Last) (First) (Middle)

C/O MOBILEYE B.V., HAR HOTZVIM

1 SHLOMO MOMO HALEVI STREET

(Street)

JERUSALEM L3 9777015

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Mobileye Global Inc. [ MBLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/03/2026		A		536,835(1)	A	(2)(3)	2,216,520	D
Class A Common Stock	02/03/2026		A		4,831,528(4)	A	(2)(3)	7,048,048	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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. 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. 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. 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.

	/s/ Liz Cohen-Yerushalmi, Attorney-in-Fact	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Mobileye (MBLY) report for its CTO?

Mobileye reported that CTO Shai Shalev-Shwartz received Class A common stock as part of Mobileye’s acquisition of Mentee Robotics Ltd. His Mentee shares were exchanged for a mix of cash and Mobileye stock, rather than an open-market purchase or sale.

How many Mobileye (MBLY) shares did the CTO receive in this Form 4?

The CTO received 536,835 Class A shares plus an additional 4,831,528 Class A shares as consideration in the acquisition of Mentee Robotics Ltd. After these issuances, he is reported as beneficial owner of 7,048,048 Mobileye Class A common shares.

What was the structure of consideration in the Mentee Robotics deal for MBLY’s CTO?

The CTO’s Mentee shares were exchanged for the right to receive 50% of his total consideration in cash and 50% in Mobileye Global Class A stock. The number of shares was based on a 30‑day volume-weighted average closing price before the purchase agreement signing.

Why is the transaction price per share shown as $0.00 in the MBLY Form 4?

The Form 4 reports a price of $0.00 per share because the shares were issued as part of acquisition consideration, not bought on the open market. They represent equity paid to the CTO when Mobileye acquired all outstanding share capital of Mentee Robotics Ltd.

Are the Mobileye (MBLY) shares issued to the CTO subject to escrow or lock-up terms?

Yes. The filing explains that the issued Mobileye Global Class A shares were deposited with a trustee. Portions are subject to a lock-up agreement, an escrow agreement, and a deferred consideration arrangement linked to the acquisition and related trustee agreements.

What does the Mobileye Form 4 say about deferred consideration to the CTO?

A portion of the Mobileye shares is described as deferred consideration under the share purchase agreement, a deferred consideration agreement, and a deferred consideration trustee agreement. Shares released from escrow to the CTO will still remain subject to these deferred consideration arrangements.