Mobileye Global Inc. 8-K

What Happened
Mobileye Global Inc. announced on January 5, 2026 that it entered into a Share Purchase Agreement to acquire 100% of Mentee Robotics Ltd. for an aggregate purchase price of $900,000,000. The consideration consists of approximately $612 million in cash (subject to adjustments) and up to 26,229,714 shares of Mobileye Class A common stock. The acquisition was approved by Mobileye’s Board (with conflicted directors recused where noted) and by Intel as the sole beneficial holder of Class B stock.

Key Details

• Total purchase price: $900,000,000 (≈ $612M cash plus up to 26,229,714 Class A shares).
• Founder allocations: Prof. Amnon Shashua to receive 37.87% ($341M) paid half cash/half stock; Prof. Shai Shalev-Shwartz to receive 13.08 ($118M) paid half cash/half stock. Figures subject to adjustment.
• Escrow/holdbacks and vesting: $95M deposited to escrow at closing (founders’ pro rata escrow: 50% may be in stock); 10% of founder stock subject to 6‑month lock-up; remaining 90% held by deferred trustee and released in equal portions at 24 and 48 months subject to continued employment/affiliation.
• Treatment of employee options: all vested options and 20% of unvested options converted into cash based on intrinsic value; remaining unvested options converted into Mobileye RSUs valued using a 30‑trading‑day VWAP prior to closing.
• Closing conditions and approvals: subject to customary conditions, including Israeli tax authority approvals under Sections 104H and 102, accuracy of reps & warranties, absence of material adverse effect, and no legal restraint. Agreement may be terminated if not closed within 180 days; no termination fee.
• Related‑party disclosure: Mentee’s founders include Mobileye executives (CEO/President Amnon Shashua recused from Board vote; CTO Shai Shalev‑Shwartz is a founder of Mentee). Audit Committee and related‑person approvals were obtained.

Why It Matters
This is a material acquisition for Mobileye involving significant cash outlay (~$612M) and potential equity issuance (up to ~26.2M Class A shares), which could dilute existing shareholders and affect liquidity. The deal also has related‑party elements—several Mentee founders are Mobileye executives—so special approvals and disclosures were required. Closing depends on regulatory and tax approvals in Israel and other customary conditions, so the transaction is not final until those conditions are met. Investors should watch for updates on closing, the final purchase price adjustments, dilution impact, and any disclosures about post‑closing integration and employment-based vesting.