Shalev-Shwartz Shai 4
4 · Mobileye Global Inc. · Filed Feb 5, 2026
Research Summary
AI-generated summary of this filing
Mobileye (MBLY) CTO Shai Shalev‑Shwartz Receives Awarded Shares
What Happened
- Shai Shalev‑Shwartz, Chief Technology Officer of Mobileye Global Inc. (MBLY), was issued two grants/awards on February 3, 2026 totaling 5,368,363 shares of MBLY Class A common stock (536,835 and 4,831,528 shares). No per‑share price is listed in the Form 4 (N/A) because the shares were issued as consideration in connection with Mobileye’s acquisition of Mentee Robotics Ltd.
- The issuance arose from the Reporting Person selling his Mentee shares in the acquisition; consideration was paid as a mix of cash and MBLY stock. Many of the MBLY shares were deposited with a trustee and are subject to lock‑up, escrow and deferred‑consideration arrangements, so they may not be immediately tradable.
Key Details
- Transaction date: February 3, 2026; Form 4 filed February 5, 2026 (appears timely).
- Transaction type/code: Grant/Award (A).
- Shares reported: 536,835 and 4,831,528 (total 5,368,363). Price: N/A (share count derived from acquisition terms).
- Shares owned after transaction: Not specified in the excerpted filing.
- Notable footnotes: (1) Shares issued in connection with Mobileye’s acquisition of Mentee Robotics; (2) consideration to the reporting person was 50% cash and 50% MBLY stock (shares calculated using a 30‑day VWAP method tied to the signing date); (3–4) portions of the issued MBLY shares are subject to escrow, lock‑up and a deferred consideration trustee agreement and will be released per those agreements.
Context
- These were not open‑market purchases or sales but equity consideration received in an M&A transaction. Such issuer‑issued awards tied to acquisitions often include escrow/lock‑ups and do not directly imply immediate insider buying or selling intent.
- Because shares are subject to escrow/lock‑up and deferred‑consideration arrangements, timing of any marketable ownership is limited by those contractual terms.
Insider Transaction Report
Form 4
Shalev-Shwartz Shai
Chief Technology Officer
Transactions
- Award
Class A Common Stock
[F1][F2][F3]2026-02-03+536,835→ 2,216,520 total - Award
Class A Common Stock
[F4][F2][F3]2026-02-03+4,831,528→ 7,048,048 total
Footnotes (4)
- [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.
- [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").
- [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.
- [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.
Signature
/s/ Liz Cohen-Yerushalmi, Attorney-in-Fact|2026-02-05