Mobileye Global Inc. 8-K

What Happened

• Mobileye Global Inc. announced in an 8-K (filed Feb 5, 2026) that it completed the previously announced acquisition of Mentee Robotics Ltd. on February 3, 2026. The total purchase price was $900,000,000, paid as $611,914,666 in cash and 26,279,824 shares of Mobileye Class A common stock.
• The shares issued increased from the previously disclosed maximum (26,229,714) to 26,279,824 due to a recalculation based on the volume-weighted average closing price for Mobileye Class A stock over the 30 trading days ending immediately prior to the Jan 5, 2026 signing date. The Share Purchase Agreement terms otherwise remain unchanged.

Key Details

• Signing Date of the Share Purchase Agreement: January 5, 2026. Closing/Completion Date: February 3, 2026.
• Aggregate purchase price: $900,000,000 = $611,914,666 cash + 26,279,824 shares of Class A common stock.
• Number of Class A shares issued increased to 26,279,824 after VWAP recalculation (previously disclosed as up to 26,229,714).
• Item 3.02 (Unregistered Sales of Equity Securities) reflects issuance of the Class A shares in connection with the acquisition.

Why It Matters

• The transaction is material: it used significant cash (~$612M) and issued a substantial number of shares, which affects Mobileye’s cash resources and increases outstanding Class A stock (dilution risk for existing shareholders).
• Investors should note the finalized deal size and how consideration was split between cash and stock; the share count adjustment was formula-driven (VWAP) and did not alter other deal terms.