Filed Pursuant
to Rule 433
Issuer Free Writing
Prospectus dated July 9, 2025
Registration No.:
333-277937
Mobileye Announces
Pricing of Secondary Offering of Shares of Class A Common Stock, Concurrent Repurchase and Conversion
July 9,
2025
JERUSALEM--(BUSINESS
WIRE)—July 9, 2025-- Mobileye Global Inc. (Nasdaq: MBLY) (“Mobileye”) today announced the pricing of a
previously announced underwritten secondary public offering of 50 million shares of
Mobileye’s Class A common stock by Intel Overseas Funding Corporation, a wholly owned subsidiary of Intel Corporation
(the “Selling Stockholder”), at a price of $16.50 per share. The Selling
Stockholder has also granted the underwriters a 30-day option to purchase up to an additional 7.5 million
shares of Mobileye’s Class A common stock. The offering is expected to close on July 11, 2025, subject to customary closing
conditions.
In addition, as previously announced,
concurrent with the closing of the offering, Mobileye has agreed to purchase from the Selling Stockholder 6,231,985 shares of Mobileye’s
Class A common stock at a price per share equal to the per share purchase price to be paid by the underwriters in the offering.
The concurrent repurchase was approved by the disinterested directors of Mobileye not affiliated with the Selling Stockholder. The concurrent
repurchase is expected to be consummated concurrently with the offering. The offering is not conditioned upon the closing of the concurrent
repurchase, but the concurrent repurchase is conditioned upon the closing of the offering.
In addition, as previously announced,
the Selling Stockholder has informed Mobileye of its plan to voluntarily convert an additional 50 million shares of Mobileye’s
outstanding Class B common stock that it holds into 50 million shares of Class A common stock, contingent on the closing of
the offering. The Selling Stockholder has further informed Mobileye that it intends to hold such shares of Class A common stock
at this time and that the conversion of such shares is being effected solely to increase the number of shares of Class A common
stock issued and outstanding. The offering is not conditioned upon the closing of the conversion, but the conversion is conditioned
upon the closing of the offering.
Mobileye is not selling any shares of
Class A common stock in the offering and will not receive any proceeds from the sale of the shares being offered by the Selling
Stockholder.
Goldman Sachs & Co. LLC and
BofA Securities. are acting as joint lead book-running managers and as representatives of the underwriters for the offering.
Citigroup, J.P. Morgan, Morgan Stanley, Barclays, BNP Paribas, Deutsche Bank Securities, Mizuho, RBC Capital Markets, TD Cowen and
Wells Fargo Securities are acting as book-running managers for the offering. Academy Securities, COMMERZBANK, Credit Agricole CIB, Cabrera Capital Markets LLC, CastleOak Securities, L.P., C.L. King & Associates
and Mischler Financial Group, Inc. are acting as co-managers for the offering.
Mobileye has filed a registration
statement (including a prospectus) with the SEC for the offering to which this communication relates. A preliminary prospectus
supplement and accompanying prospectus relating to the offering were filed with the SEC and are available on the SEC’s
website. Before you invest, you should read the preliminary prospectus supplement and accompanying prospectus and other documents
Mobileye has filed with the SEC for more complete information about Mobileye and this offering. You may get these documents for free
by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Mobileye, any underwriter or any dealer participating in the
offering will arrange to send you the preliminary prospectus supplement and accompanying prospectus relating to the offering if you
request it by contacting Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, New York 10282,
telephone: 1-866-471-2526 or by emailing prospectus-ny@ny.email.gs.com; or BofA Securities, Inc., NC1-022-02-25, 201 North
Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department, Email: dg.prospectus_requests@bofa.com, telephone: 1-800-294-1322.
This press release shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
About Mobileye Global Inc.
Mobileye (Nasdaq: MBLY) leads the mobility
revolution with our autonomous driving and driver-assistance technologies, harnessing world-renowned expertise in artificial intelligence,
computer vision, mapping and integrated software and hardware. Since our founding in 1999, Mobileye has enabled the wide adoption of
advanced driver-assistance systems that bolster driving safety, while pioneering such groundbreaking technologies as REM™ crowdsourced
mapping, True Redundancy™ sensing, and Responsibility Sensitive Safety™ (RSS). These technologies drive the ADAS and AV fields
towards the future of mobility – enabling self-driving vehicles and mobility solutions at scale, and powering industry-leading
advanced driver-assistance systems. Through 2024, more than 200 million vehicles worldwide have been built with Mobileye’s EyeQ
technology inside. Since 2022, Mobileye has been listed independently from Intel (Nasdaq: INTC), which retains majority ownership.
“Mobileye,” the Mobileye
logo and Mobileye product names are registered trademarks of Mobileye Global. All other marks are the property of their respective owners.
Forward-Looking Statements
This press release contains forward-looking
statements. Statements in this release, including statements with respect to the offering and concurrent repurchase, that are not statements
of historical fact are forward-looking statements and should be evaluated as such. These statements often include words such as “anticipate,”
“expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,”
“targets,” “projects,” “should,” “could,” “would,” “may,” “will,”
“forecast,” or the negative of these terms, and other similar expressions, although not all forward-looking statements contain
these words. We base these forward-looking statements or projections on our current expectations, plans and assumptions that we have
made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future
developments and other factors we believe are appropriate under the circumstances and at such time. You should understand that these
statements are not guarantees of performance or results. The forward-looking statements are subject to and involve risks, uncertainties
and assumptions and you should not place undue reliance on these forward-looking statements. Although we believe that these forward-looking
statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual
financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking
statements. Detailed information regarding these and other factors that could affect Mobileye’s business and results is included
in Mobileye’s SEC filings, including the company’s Annual Report on Form 10-K for fiscal year 2024, particularly
in the section entitled “Item 1A. Risk Factors,” and in the prospectus and in any subsequent filings with the SEC relating
to the offering.
Dan Galves
Investor Relations
investors@mobileye.com
Source: Mobileye Global Inc.
