UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(Dd) of the Securities Exchange Act of 1934

OFDate ~~THE~~of ~~SECURITIES~~report ~~EXCHANGE~~(Date ~~ACT~~of OFearliest ~~1934~~event reported): January 6, 2026

Date of Report (Date of Earliest Event Reported):  January 5, 2026

Mobileye Global Inc.

(Exact ~~name~~Name of ~~registrant~~ the Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Delaware	001-41541	88-0666433
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification Number)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Mobileye B.V. Har Hotzvim, 1 Shlomo Momo HaLevi Street Jerusalem, Israel (Address of Principal Executive Offices) 9777015 (Zip Code)

~~Har Hotzvim,~~Registrant’s 1telephone ~~Shlomo~~number, ~~Momo~~including area ~~HaLevi~~code: ~~Street~~ +972-2-541-7333

~~Jerusalem 9777015,~~Not ~~Israel~~Applicable

(~~Address~~Former ofName ~~principal~~or ~~executive~~Former ~~offices~~Address, ~~and~~if ~~zip~~Changed Since ~~code~~Last Report)

+972-2-541-7333

(Registrant’s telephone number, including area code)

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Title of each class:	Trading symbol(s)	Name of exchange on which registered
Class A common stock, $0.01 par value	MBLY	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging ~~Growth~~ ~~Company~~growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 12.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

~~Share~~On ~~Purchase~~January ~~Agreement~~6, 2026, Mobileye Global Inc. (the “Company”) noted in a presentation at Mobileye Live at CES 2026 and via live webcast that the estimated revenue of the Company for the fiscal year ended December 27, 2025 was “a bit short of $2 billion”. This statement was not intended to provide a precise indication of actual revenue for the fiscal year ended December 27, 2025. It was only intended as a general statement on the approximate size of the business today in comparison to the Company’s estimated 8-year revenue pipeline, which was the subject of the presentation at the time of the statement. The Company will provide its actual results for the fiscal year ended December 27, 2025 at the time of its fourth quarter and full year earnings call.

OnA ~~January 5,~~replay ~~2026, Mobileye Global Inc. (the “Corporation”), a Delaware corporation, and Mobileye Vision Technologies Ltd. (“MEIL”), a company organized under the laws~~ of the ~~State~~webcast ~~of Israel~~is ~~and~~available aat ~~subsidiary of~~ the ~~Corporation, entered into a share purchase agreement (the “Share Purchase Agreement”) to acquire~~Company’s ~~100%~~website ofat ~~the issued and outstanding stock of Mentee Robotics Ltd~~https://ir. ~~(“Mentee”, and such transaction, the “Acquisition”)~~mobileye.com/.

The ~~Acquisition~~information ~~was~~contained ~~approved~~in bythis ~~the~~Current ~~Corporation’s Board of Directors~~Report ~~(the “Board”), acting~~ on ~~the~~Form ~~recommendation~~8-K ofis abeing ~~strategic~~furnished ~~transaction~~and ~~committee~~shall ~~consisting~~not ofbe ~~four~~deemed ~~disinterested~~“filed” ~~directors (two~~for purposes of ~~whom~~Section ~~are~~18 ~~independent). The Audit Committee~~ of the ~~Corporation’s Board~~Securities ~~also~~Exchange ~~approved~~Act ~~the Acquisition pursuant to the Corporation’s Related Persons Transaction Policy. Intel Corporation~~of 1934, as ~~the sole~~amended ~~beneficial holder of~~ (the ~~Corporation’s~~“Exchange ~~issued and outstanding Class B common stock~~Act”), ~~also approved the Acquisition pursuant to the Corporation’s Amended~~ and ~~Restated~~shall ~~Certificate~~not ofbe ~~Incorporation.~~deemed ~~Prof.~~incorporated ~~Shashua~~by ~~recused~~reference ~~himself~~in ~~from~~any ~~the~~filing ~~Board’s~~under ~~consideration and approval of~~ the ~~Acquisition. Prof. Amnon Shashua, President and CEO of the Corporation, is the Chairman, Co-Founder and a significant~~Securities ~~shareholder~~Act of ~~Mentee~~1933, ~~and~~as ~~Prof. Shai Shalev-Shwartz~~amended, ~~Chief~~or ~~Technology Officer of~~ the ~~Corporation,~~Exchange ~~is Co-Founder and a significant shareholder of Mentee (Prof. Shalev-Shwartz~~Act, ~~together~~except ~~with~~as ~~Prof.~~expressly ~~Shashua~~set ~~and~~forth ~~Prof.~~by ~~Lior~~specific ~~Wolf,~~reference ~~the Chief Executive Officer and a Co-Founder of Mentee, the “Mentee Founders”). In addition, Prof. Amnon Shashua’s son and son-~~in~~-law,~~ ~~are~~such both employees of Mentee and each hold vested and unvested options issued pursuant to Mentee’s employee incentive plan and will receive some consideration pursuant to the terms of the Share Purchase Agreementfiling.

The Share Purchase Agreement provides for an aggregate purchase price of $900,000,000, consisting of (i) approximately $612 million in cash (subject to certain adjustments,) and (ii) up to 26,229,714 shares of Class A common stock, par value $0.01 per share, of the Corporation (the “Class A Stock”), subject to adjustment based on the vesting of any Mentee options prior to the closing. The entirety of such Class A Stock will be allocated to the Mentee Founders (the “Aggregate Stock Consideration”). 10% of the Aggregate Stock Consideration will be subject to a six month lock-up period pursuant to a Lock-Up Agreement. The remaining 90% of the Aggregate Stock Consideration will be deposited with a deferred consideration trustee and will be released in equal portions twenty-four and forty-eight months after the closing date, subject to continued employment, or under certain circumstances affiliation, with the Corporation and its subsidiaries. Prof. Amnon Shashua will receive approximately 37.87% of the total consideration, valued at approximately $341 million, to be paid evenly in cash and Class A Stock, and Prof. Shai Shalev-Schwartz will receive approximately 13.08% of the total consideration, valued at approximately $118 million, to be paid evenly in cash and Class A Stock. The foregoing dollar values, number of shares and percentages are not final and are subject to adjustment pursuant to the terms of the Share Purchase Agreement.SIGNATURE

AtPursuant to the ~~closing,~~requirements ~~$95 million~~ of the ~~purchase price will be deposited~~Securities ~~with~~Exchange anAct ~~escrow~~of ~~agent (provided that with respect to Mentee Founders~~1934, ~~50%~~the ofregistrant ~~their~~has ~~pro~~duly ~~rata~~caused ~~portion~~this ofreport ~~the~~to ~~escrow shall~~ be ~~deposited~~signed ~~in the~~on ~~form~~its ofbehalf ~~Class A~~by ~~Stock) to secure~~ the ~~post-closing~~undersigned ~~purchase~~hereunto ~~price~~duly ~~adjustments and certain indemnification obligations of the shareholders of Mentee~~authorized.

~~Pursuant~~MOBILEYE toGLOBAL ~~the~~INC. ~~Share~~By: ~~Purchase~~/s/ ~~Agreement,~~Moran ~~(i) all~~Shemesh ~~vested~~Rojansky ~~options to~~Name: ~~acquire~~Moran ~~shares~~Shemesh ofRojansky ~~Mentee~~Title: ~~(each~~Chief ~~option,~~Financial a “Mentee Option”) and 20% of unvested Mentee Options will be cancelled and converted into the right to receive a portion of the cash consideration based on the intrinsic value of such Mentee Options at the purchase price and (ii) all remaining unvested Mentee Options will be cancelled and converted into the right to receive a number of unvested RSUs of the Corporation calculated based on the volume weighted average of the closing sale prices for the Class A Stock over the thirty (30) Trading Days ending immediately prior to the closing date and with a value equal to the intrinsic value of such Mentee Options at the purchase price.Officer

~~The~~Date: ~~Acquisition~~January ~~is subject to various closing conditions~~7, including (i) the absence of any legal restraint preventing the consummation of the Acquisition or any transactions contemplated thereby, (ii) the approval by the Israeli Tax Authority of the intended tax treatment of the Class A Stock received by the Mentee Founders under Section 104H of the Israeli Income Tax Ordinance, and of the intended tax treatment of the consideration received (including RSUs) by the employees of Mentees for their options (and shares deriving therefrom) pursuant to Section 102 of the Israeli Income Tax Ordinance, (iii) the accuracy of each party’s representations and warranties (subject to materiality qualifiers) and performance by the parties of their respective obligations under the Share Purchase Agreement, (iv) the absence of a material adverse effect on Mentee and (v) the satisfaction of other conditions and deliverables customary for a transaction of this type.2026

The Share Purchase Agreement contains certain termination rights for the Corporation, MEIL and Mentee, including if (i) the closing of the Acquisition does not occur within 180 days following the signing of the Share Purchase Agreement, (ii) the other party breaches any of its representations, warranties or covenants (subject to materiality thresholds and cure periods) or (iii) a legal restraint preventing the Acquisition has become final and nonappealable. The Share Purchase Agreement does not provide for any termination fee payable by either party in the event the agreement is terminated.

The Share Purchase Agreement contains customary representations, warranties and covenants of the Corporation, MEIL and Mentee, certain of which (except for the representations and warranties of the Corporation) shall survive the closing of the Acquisition. The shareholders of Mentee have agreed to indemnify the Corporation and MEIL for certain breaches of representations, warranties and covenants.

The foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Share Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Share Purchase Agreement has been included as an exhibit hereto solely to provide investors and security holders with information regarding its terms. It is not intended to be a source of financial, business, or operational information about the Corporation, Mentee or their respective subsidiaries or affiliates. The representations, warranties, and covenants contained in the Share Purchase Agreement are made only for purposes of the Share Purchase Agreement and are made as of specific dates; are solely for the benefit of the parties; may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Share Purchase Agreement, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties rather than establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Corporation, Mentee, or their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Share Purchase Agreement which subsequent information may or may not be fully reflected in public disclosures.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 1.01 is incorporated herein by reference. The shares of Class A Stock to be issued as consideration for the Acquisition will be issued in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof and Rule 506 of Regulation D and Regulation S promulgated under the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

2.1*	Share Purchase Agreement, dated January 5, 2026, by and among Mobileye Global Inc., Mobileye Vision Technologies Ltd., Mentee Robotics Ltd., the Company Shareholders listed on Exhibit A thereto, and Shareholder Representative Services LLC, as the exclusive representative of the Shareholders
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

*Schedules and exhibits to the Share Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Corporation hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Mobileye Global Inc.
Date: January 6, 2026	By:	/s/ Moran Shemesh Rojansky
		Moran Shemesh Rojansky
		Chief Financial Officer

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