Shalev-Shwartz Shai 4

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.