Mobileye (NASDAQ: MBLY) CEO reports major stock grant from Mentee Robotics buy

Rhea-AI Filing Summary

Mobileye Global Inc. CEO and President Amnon Shashua reported stock awards tied to the acquisition of Mentee Robotics Ltd. On February 3, 2026, he acquired 1,554,310 shares of Class A Common Stock, bringing one reported holding to 6,535,468 shares, held directly.

He also acquired 13,988,788 additional Class A shares, increasing another reported holding to 20,524,256 shares, also held directly. These shares were issued as part of the purchase consideration for Mentee, with portions deposited with a trustee and subject to lock-up, escrow, and deferred consideration arrangements under the Share 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

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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^*

Shashua Amnon

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

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		1,554,310(1)	A	(2)(3)	6,535,468	D
Class A Common Stock	02/03/2026		A		13,988,788(4)	A	(2)(3)	20,524,256	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 escrow amount contribution and (b) the Reporting Person's 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 and a deferred consideration trustee agreement entered into on the 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 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.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Mobileye (MBLY) report for CEO Amnon Shashua?

Mobileye reported that CEO Amnon Shashua acquired Class A Common Stock on February 3, 2026. He received 1,554,310 shares in one line item and 13,988,788 shares in another, all held directly, linked to Mobileye’s acquisition of Mentee Robotics Ltd.

How many Mobileye (MBLY) shares does Amnon Shashua hold after these transactions?

After the reported transactions, one of Amnon Shashua’s Mobileye Class A holdings totaled 6,535,468 shares, and another totaled 20,524,256 shares. Both positions are listed as held directly, reflecting stock issued as part of the Mentee Robotics acquisition consideration.

What deal led to the new share issuance reported in Mobileye (MBLY) Form 4?

The share issuance stems from Mobileye’s acquisition of Mentee Robotics Ltd. On the closing date, Mentee shares held by Amnon Shashua were exchanged for a mix of cash and Mobileye Class A Common Stock under a Share Purchase Agreement governing the transaction terms.

How was Amnon Shashua’s consideration structured in the Mentee Robotics deal with Mobileye (MBLY)?

His consideration combined cash and Mobileye Class A stock. Cash equaled 50% of his total consideration, adjusted for escrow and representative expense contributions, while the remaining 50% was converted into shares using a 30-day volume-weighted average price before the signing date.

Are any of the new Mobileye (MBLY) shares for Amnon Shashua subject to restrictions?

Yes. Portions of the Mobileye Class A shares issued to Amnon Shashua were deposited with a trustee. Some are subject to a lock-up agreement, others to an escrow agreement, and certain shares function as deferred consideration under related trustee and escrow arrangements.

What is the role of escrow in the Mobileye (MBLY) and Mentee Robotics transaction?

An amount of Mobileye Class A shares equal to 50% of Amnon Shashua’s pro rata escrow contribution is subject to an escrow agreement. Shares released from escrow under that agreement continue to be governed by a deferred consideration trustee agreement linked to the acquisition.