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What changed in Mobileye Global Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Mobileye Global Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+564 added−453 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-13)

Top changes in Mobileye Global Inc.'s 2025 10-K

564 paragraphs added · 453 removed · 363 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

116 edited+38 added−19 removed177 unchanged
Biggest changeThe provisions related to our cooperation with Intel in connection with future litigation will survive seven years after the termination of the agreement, and certain other provisions including those related to indemnification by us and Intel will survive indefinitely. 29 Table of Contents Key provisions of the Master Transaction Agreement include: we will provide Intel with certain registration rights to register our common stock, because the shares of our common stock held by Intel after the Mobileye IPO are “restricted securities” as defined in Rule 144 under the Securities Act; we will cooperate with Intel, at its request, to accomplish a distribution by Intel of our common stock to Intel stockholders which is intended to qualify as a distribution under Section 355 of the Code, or any corresponding provision of any successor statute, and we have agreed to promptly take any and all actions reasonably necessary or desirable to effect any such distribution, in which Intel will determine, in its sole and absolute discretion, whether to proceed with all or part of the distribution, the date of the distribution and the form, structure and all other terms of any transaction to effect the distribution; so long as Intel beneficially owns at least 20% of our common stock, we will sell Intel our commercially available products, including EyeQ ™ SoCs, for internal use, but not for resale on a standalone or bundled basis; we and Intel agree to hold the other in most favored status with respect to products purchased or sold for internal use, meaning that the product prices, terms, warranties and benefits provided between us and Intel shall be comparable to or better than the equivalent terms being offered by the party providing the products to any single, present customer of such party; we have granted Intel a continuing right to purchase from us shares of Class A common stock or Class B common stock as is necessary for Intel to maintain an aggregate ownership interest of our common stock representing at least 80.1% of our common stock outstanding; we and Intel have cross-indemnities that generally place the financial responsibility on us and our subsidiaries for all liabilities associated with the current and historical Mobileye business and operations, and generally will place on Intel the financial responsibility for liabilities associated with all of Intel’s other current and historical businesses and operations, in each case regardless of the time those liabilities arise, and certain other indemnities; the Master Transaction Agreement contains a general release for liabilities arising from events occurring on or before the time of the Mobileye IPO; for so long as Intel provides us with accounting and financial services under the Administrative Services Agreement that we entered into with Intel, and to the extent necessary for the purpose of preparing financial statements or completing a financial statement audit, we will provide Intel as much prior notice as reasonably practical of any change in the independent certified public accountants to be used by us or our subsidiaries for providing an opinion on our consolidated financial statements; until the later of Intel ceasing to be a “controlling person” of us as defined in the Securities Act and such date that Intel ceases to provide us with legal, financial, or accounting services under the Administrative Services Agreement, we will comply with all Intel rules, policies, and directives identified by Intel as critical to legal and regulatory compliance, to the extent such rules, policies, and directives have been previously communicated to us, and will not adopt legal or regulatory policies or directives inconsistent with the policies identified by Intel as critical to legal and regulatory compliance; for a period of two years following the closing of the Mobileye IPO, we and Intel will not, directly or indirectly, solicit active employees of the other without prior consent by the other, provided we both have agreed to give such consent if either party believes, in good faith, that consent is necessary to avoid the resignation of an employee from one party that the other party would wish to employ; all outstanding options to purchase shares of Intel and all other Intel equity awards held by Mobileye Group employees at the time of the Mobileye IPO will continue to be outstanding until the earliest of (i) the date the award is exchanged pursuant to any issuer exchange offer undertaken by us and Intel, (ii) the date the award is exercised or expires under the terms of the applicable award agreement, and (iii) the date such award is canceled as a result of a Mobileye Group employee being terminated or, if later, the end of any post-termination exercise period specified in the award agreement or by the applicable equity plans’ administrative committees; immediately after completion of the Mobileye IPO (and after giving effect to the repayment of indebtedness by us to Intel and other transactions that occurred substantially concurrently with the Mobileye IPO), Intel agreed to ensure that we had $1.0 billion in cash, cash equivalents, or marketable securities; and Intel will use commercially reasonable efforts to provide three months’ advance notice to our board of directors in the event that Intel intends to pursue a transaction (even if no such transaction is imminent or probable at such time) which is reasonably expected to cause Intel’s ownership in us to fall below 50% of our total issued and outstanding shares of common stock. 30 Table of Contents In connection with the Mobileye IPO, we entered into a LiDAR Product Collaboration Agreement with Intel and a Technology and Services Agreement with Intel pursuant to which Intel granted us a limited license to sensitive core technology relating to lidar and radar, respectively.
Biggest changeKey provisions of the Master Transaction Agreement include: we will provide Intel with certain registration rights to register our common stock, because the shares of our common stock held by Intel after the Mobileye IPO are “restricted securities” as defined in Rule 144 under the Securities Act; we will cooperate with Intel, at its request, to accomplish a distribution by Intel of our common stock to Intel stockholders which is intended to qualify as a distribution under Section 355 of the Code, or any corresponding provision of any successor statute, and we have agreed to promptly take any and all actions reasonably necessary or desirable to effect any such distribution, in which Intel will determine, in its sole and absolute discretion, whether to proceed with all or part of the distribution, the date of the distribution and the form, structure and all other terms of any transaction to effect the distribution; so long as Intel beneficially owns at least 20% of our common stock, we will sell Intel our commercially available products, including EyeQ™ SoCs, for internal use, but not for resale on a standalone or bundled basis; we and Intel agree to hold the other in most favored status with respect to products purchased or sold for internal use, meaning that the product prices, terms, warranties and benefits provided between us and Intel shall be comparable to or better than the equivalent terms being offered by the party providing the products to any single, present 31 Table of Contents customer of such party; we granted Intel a continuing right to purchase from us shares of Class A common stock or Class B common stock as is necessary for Intel to maintain an aggregate ownership interest of our common stock representing at least 80.1% of our common stock outstanding, provided, however, that this right terminated pursuant to the Master Transaction Agreement upon Intel’s beneficial ownership of our common stock falling below 80%; we and Intel have cross-indemnities that generally place the financial responsibility on us and our subsidiaries for all liabilities associated with the current and historical Mobileye business and operations, and generally will place on Intel the financial responsibility for liabilities associated with all of Intel’s other current and historical businesses and operations, in each case regardless of the time those liabilities arise, and certain other indemnities; the Master Transaction Agreement contains a general release for liabilities arising from events occurring on or before the time of the Mobileye IPO; for so long as Intel provides us with accounting and financial services under the Administrative Services Agreement that we entered into with Intel, and to the extent necessary for the purpose of preparing financial statements or completing a financial statement audit, we will provide Intel as much prior notice as reasonably practical of any change in the independent certified public accountants to be used by us or our subsidiaries for providing an opinion on our consolidated financial statements; until the later of Intel ceasing to be a “controlling person” of us as defined in the Securities Act and such date that Intel ceases to provide us with legal, financial, or accounting services under the Administrative Services Agreement, we will comply with all Intel rules, policies, and directives identified by Intel as critical to legal and regulatory compliance, to the extent such rules, policies, and directives have been previously communicated to us, and will not adopt legal or regulatory policies or directives inconsistent with the policies identified by Intel as critical to legal and regulatory compliance; for a period of two years following the closing of the Mobileye IPO, we and Intel will not, directly or indirectly, solicit active employees of the other without prior consent by the other, provided we both have agreed to give such consent if either party believes, in good faith, that consent is necessary to avoid the resignation of an employee from one party that the other party would wish to employ; all outstanding options to purchase shares of Intel and all other Intel equity awards held by Mobileye Group employees at the time of the Mobileye IPO will continue to be outstanding until the earliest of (i) the date the award is exchanged pursuant to any issuer exchange offer undertaken by us and Intel, (ii) the date the award is exercised or expires under the terms of the applicable award agreement, and (iii) the date such award is canceled as a result of a Mobileye Group employee being terminated or, if later, the end of any post-termination exercise period specified in the award agreement or by the applicable equity plans’ administrative committees; immediately after completion of the Mobileye IPO (and after giving effect to the repayment of indebtedness by us to Intel and other transactions that occurred substantially concurrently with the Mobileye IPO), Intel agreed to ensure that we had $1.0 billion in cash, cash equivalents, or marketable securities; and Intel will use commercially reasonable efforts to provide three months’ advance notice to our board of directors in the event that Intel intends to pursue a transaction (even if no such transaction is imminent or probable at such time) which is reasonably expected to cause Intel’s ownership in us to fall below 50% of our total issued and outstanding shares of common stock.
Inevitably this approach is intended to drive high recall at the expense of precision. This inherently introduces significant risk when it comes to the complexity of real-world driving scenarios.
This approach is inevitably intended to drive high recall at the expense of precision. This inherently introduces significant risk when it comes to the complexity of real-world driving scenarios.
We believe that both Mobileye Chauffeur ™ and Mobileye Drive ™ have sustainable competitive advantages as a result of the cost efficiency, scalability, and regulatory validation of our technology platform: ● Cost Efficiency - cost-efficient, low-energy, purpose-built central compute processors; imaging radars targeted to reduce the need for multiple lidar units; 16 Table of Contents ● Geographic Scalability - REM ™ -based maps that eliminate the need for dedicated high-definition mapping efforts; RSS-based driving policy designed for global deployment by not relying on driving culture or local rules; sensing technologies built on a foundation of a massive data training set from over 40 countries; and ● Regulatory Validation - True Redundancy ™ , with multiple independent, separate perception subsystems feeding our Compound AI architecture that increases robustness and ease of validation, and RSS used by international bodies that are currently developing standards with respect to the safety of AV. ● Self-Driving System & Vehicles.
We believe that both Mobileye Chauffeur™ and Mobileye Drive™ have sustainable competitive advantages as a result of the cost efficiency, scalability, and regulatory validation of our technology platform: ● Cost Efficiency - cost-efficient, low-energy, purpose-built central compute processors; imaging radars targeted to reduce the need for multiple lidar units; 17 Table of Contents ● Geographic Scalability - REM ™ -based maps that eliminate the need for dedicated high-definition mapping efforts; RSS-based driving policy designed for global deployment by not relying on driving culture or local rules; sensing technologies built on a foundation of a massive data training set from over 40 countries; and ● Regulatory Validation - True Redundancy ™ , with multiple independent, separate perception subsystems feeding our Compound AI architecture that increases robustness and ease of validation, and RSS used by international bodies that are currently developing standards with respect to the safety of AV. ● Self-Driving System & Vehicles.
Data collected by the camera of our solutions during the development cycle of a project may include personal information such as license plate numbers of other vehicles, facial features of pedestrians, appearance of individuals, GPS data, and geolocation data in order to train the data analytics and AI technology equipped in our solutions for the purpose of identifying different objects and predicting potential issues that may arise during the operation of a motor vehicle.
Data collected by the camera and sensors of our solutions during the development cycle of a project may include personal information such as license plate numbers of other vehicles, facial features of pedestrians, appearance of individuals, GPS data, and geolocation data in order to train the data analytics and AI technology equipped in our solutions for the purpose of identifying different objects and predicting potential issues that may arise during the operation of a motor vehicle.
Moreover, our scalable architecture provides our OEM partners with operational efficiencies as modular technology platform architecture minimizes the OEMs’ integration and validation burden as our solutions can be seamlessly deployed across multiple vehicle segments. 19 Table of Contents ● Road Experience Management ™ creates a powerful network effect and long-term competitive advantage - Our REM ™ system is a crucial ingredient that we believe allows for: (1) defining a new category of cloud-enhanced ADAS that we call Cloud-Enhanced ADAS ™ , where information in Mobileye Roadbook ™ enhances existing ADAS functions such as lane keeping assist and lane-centering and allows for new functions such as the analysis of behavior patterns in intersections and near traffic signs and lights; (2) evolving ADAS to an eyes-on/hands-off point-to-point assisted driving navigation system; and (3) the scale deployment of AV.
Moreover, our scalable architecture provides our OEM partners with operational efficiencies as modular technology platform architecture minimizes the OEMs’ integration and validation burden as our solutions can be seamlessly deployed across multiple vehicle segments. 20 Table of Contents ● Road Experience Management ™ creates a powerful network effect and long-term competitive advantage - Our REM™ system is a crucial ingredient that we believe allows for: (1) defining a new category of cloud-enhanced ADAS that we call Cloud-Enhanced ADAS™, where information in Mobileye Roadbook™ enhances existing ADAS functions such as lane keeping assist and lane-centering and allows for new functions such as the analysis of behavior patterns in intersections and near traffic signs and lights; (2) evolving ADAS to an eyes-on/hands-off point-to-point assisted driving navigation system; and (3) the scale deployment of AV.
Further, on January 14, 2025, BIS announced the adoption of a final rule prohibiting certain transactions involving the sale or import of (i) connected vehicles integrating “Vehicle Connectivity System” hardware, and (ii) connected vehicles integrating “Automated Driving System” or “Vehicle Connectivity System” software, or those components sold separately, in each case with a sufficient nexus to the People’s Republic of China or Russia.
On January 14, 2025, BIS announced the adoption of a final rule prohibiting certain transactions involving the sale or import of (i) connected vehicles integrating “Vehicle Connectivity System” hardware, and (ii) connected vehicles integrating “Automated Driving System” or “Vehicle Connectivity System” software, or those components sold separately, in each case with a sufficient nexus to the People’s Republic of China or Russia.
In addition, we believe consumer-owned and operated AVs will fundamentally change how individuals utilize their vehicles. Automation would allow the individual to be significantly more productive during their commute or other time spent in the car, given that the vehicle could operate eyes-off/hands-off in an increasingly wide ODD.
In addition, we believe consumer-owned and operated AVs will fundamentally change how individuals utilize their vehicles. Automation will allow the individual to be significantly more productive during their commute or other time spent in the car, given that the vehicle could operate eyes-off/hands-off in an increasingly wide ODD.
In parallel, we have created a rich dataset of roads driven from over 3 million REM ™ -enabled vehicles worldwide that we estimate covers over 95% of the approximately 0.8 million miles of motorway, trunk, and primary road types in each of the United States and Europe, respectively, as well as a large majority of all other road types.
In parallel, we have created a rich dataset of roads driven from over 8 million REM™-enabled vehicles worldwide that we estimate covers over 95% of the approximately 0.8 million miles of motorway, trunk, and primary road types in each of the United States and Europe, respectively, as well as a large majority of all other road types.
The first generation solution will be based on three EyeQ ™ 6 High SoCs, deployed with a primary board including two EyeQ6 High SoCs supporting full surround computer vision perception and mapping and a secondary board with an additional EyeQ6 High SoC supporting radar / lidar perception and our Compound AI fusion architecture.
The first generation solution will be based on three EyeQ™6 High SoCs, deployed with a primary board including two EyeQ™6 High SoCs supporting full surround computer vision perception and mapping and a secondary board with an additional EyeQ™6 High SoC supporting radar / lidar perception and our Compound AI fusion architecture.
We expect to deploy our Mobileye Drive ™ eyes-off/hands-off self-driving system inside purpose-built vehicle platforms that are engineered to integrate our technology stack. Announced supply-side vehicle development partners are Volkswagen Commercial Vehicles, Schaeffler, Verne and Holon.
We expect to deploy our Mobileye Drive™ eyes-off/hands-off self-driving system inside purpose-built vehicle platforms that are engineered to integrate our technology stack. Announced supply-side vehicle development partners are Volkswagen Commercial Vehicles and MOIA, Schaeffler, Verne and Holon.
This collaborative addition to our platform offer a mutually beneficial middle ground between open and closed systems, which will allow OEMs to innovate on top of our platform, augmenting and differentiating their offerings, while benefiting from our cutting-edge, verified and validated core technologies such as computer vision, true redundancy perception, REM ™ mapping and driving policy. ● Capitalize on our active sensor technology - We intend to continue to develop and commercialize next-generation active sensors such as software-defined imaging radars, which leverage our AI capabilities.
This collaborative addition to our platform offers a mutually beneficial middle ground between open and closed systems, which will allow OEMs to innovate on top of our platform, augmenting and differentiating their offerings, while benefiting from our cutting-edge, verified and validated core technologies such as computer vision, true redundancy perception, REM™ mapping and driving policy. ● Capitalize on our active sensor technology - We intend to continue to develop and commercialize next-generation active sensors such as software-defined imaging radars, which leverage our AI capabilities.
Relying on data from prior human driving activity to anticipate and adapt, our Cloud-Enhanced ADAS ™ solution provides a safer, smoother, and more natural driving experience – marking a software defined leap in ADAS performance with no need for additional hardware. 12 Table of Contents Mobileye Surround ADAS ™ Building on our ADAS expertise and the core of our single-camera Cloud-Enhanced ADAS ™ system, we offer through our Mobileye Surround ADAS ™ system the ability to meet expanded late-decade active safety requirements through the utilization, analysis, and processing of additional surround perception sensors.
Relying on data from prior human driving activity to anticipate and adapt, our Cloud-Enhanced ADAS ™ solution provides a safer, smoother, and more natural driving experience – marking a software defined leap in ADAS performance with no need for additional hardware. 13 Table of Contents Mobileye Surround ADAS ™ ​ ​ Building on our ADAS expertise and the core of our single-camera Cloud-Enhanced ADAS™ system, we offer through our Mobileye Surround ADAS™ system the ability to meet expanded late-decade active safety requirements through the utilization, analysis, and processing of additional surround perception sensors.
As a result, we are subject to a variety of laws and regulations in the United States, China, the European Union, and other foreign jurisdictions as well as contractual obligations, regarding data privacy, protection, and security.
As a result, we are subject to a variety of laws and regulations in the United States, China, the European Union, Israel and other foreign jurisdictions as well as contractual obligations, regarding data privacy, protection, and security.
We completed the internal reorganization and design of our new public entity (the “Reorganization”) and the Mobileye IPO in October 2022. 4 Table of Contents Our Technology Platform is Built to Enable the Full-Stack of Autonomous Solutions Our technology platform, which includes our software and hardware intellectual property, leverages our decades of experience as a technology leader for sensing and perception solutions for the automotive industry and our focused efforts to build highly scalable, compute-efficient and cost-efficient autonomous solutions.
We completed the internal reorganization and design of our new public entity (the “Reorganization”) and the Mobileye IPO in October 2022. 5 Table of Contents Our Technology Platform is Built to Enable the Full-Stack of Autonomous Solutions ​ ​ Our technology platform, which includes our software and hardware intellectual property, leverages our decades of experience as a technology leader for sensing and perception solutions for the automotive industry and our focused efforts to build highly scalable, compute-efficient and cost-efficient autonomous solutions.
While we believe our patents, patent applications, software and other proprietary know-how have value, changing technology makes our future success dependent principally upon our ability to successfully achieve continuing innovation. 28 Table of Contents Litigation may be necessary in the future to enforce our proprietary rights, to determine the validity and scope of the proprietary rights of others, or to defend us against claims of infringement, misappropriation or other violation or invalidity by others.
While we believe our patents, patent applications, software and other proprietary know-how have value, changing technology makes our future success dependent principally upon our ability to successfully achieve continuing innovation. 30 Table of Contents Litigation may be necessary in the future to enforce our proprietary rights, to determine the validity and scope of the proprietary rights of others, or to defend us against claims of infringement, misappropriation or other violation or invalidity by others.
We believe that our industry-leading technology platform, built upon over 20 years of research, development, data collection and validation, and purpose-built software and hardware design, gives us a differentiated ability to not only deliver excellent safety ratings and maintain a leadership position with our ADAS solutions, but also to make the mass deployment of autonomous driving solutions a reality.
We believe that our industry-leading technology platform, built upon over 25 years of research, development, data collection and validation, and purpose-built software and hardware design, gives us a differentiated ability to not only deliver excellent safety ratings and maintain a leadership position with our ADAS solutions, but also to make the mass deployment of autonomous driving solutions a reality.
Each level of our taxonomy is further defined and supported by the particular operational design domain (“ODD”) for which it was designed. 8 Table of Contents First, we refer to basic driver assist features, such as automatic emergency braking or lane keeping assist, together with longitudinal control such as adaptive cruise control as “eyes-on/hands-on”.
Each level of our taxonomy is further defined and supported by the particular operational design domain (“ODD”) for which it was designed. 10 Table of Contents First, we refer to basic driver assist features, such as automatic emergency braking or lane keeping assist, together with longitudinal control such as adaptive cruise control as “eyes-on/hands-on”.
Mobileye Roadbook ™ was designed to provide the driving solution with a pre-aggregated representation of relevant static and slowly changing elements of the environment (road geometry, boundaries, and semantics) and temporary events such as construction zones and road debris, at a high refresh rate. 5 Table of Contents ​ ​ ● Compound Artificial Intelligence Systems, including True Redundancy ™ .
Mobileye Roadbook™ was designed to provide the driving solution with a pre-aggregated representation of relevant static and slowly changing elements of the environment (road geometry, boundaries, and semantics) and temporary events such as construction zones and road debris, at a high refresh rate. ​ ​ 7 Table of Contents ​ ● Compound Artificial Intelligence Systems, including True Redundancy ™ .
This approach separates our system from competitors that utilize a monolithic approach. ● Next Generation Imaging Radars . A solution targeted to complement the camera-based system with a sensor that has nearly fully-independent failure modes, supports high precision and to reduce the need for multiple expensive lidar sensors, supports cost-efficiency, a major component of recall.
This approach separates our system from competitors that utilize a monolithic approach. ● Next Generation Imaging Radars . A solution targeted to complement the camera-based system with a sensor that has almost fully independent failure modes, supports high precision and to reduce the need for multiple expensive lidar sensors, supports cost-efficiency, a major component of recall.
This new application programming interface supports our customers’ desire to create unique products from our technology while also accelerating time-to-market and reducing overall execution risk. Importantly, this collaborative addition to our platform offer a mutually beneficial middle ground between open and closed systems which we believe is the optimal path forward.
This new application programming interface supports our customers’ desire to create unique products from our technology while also accelerating time-to-market and reducing overall execution risk. Importantly, this collaborative addition to our platform offers a mutually beneficial middle ground between open and closed systems which we believe is the optimal path forward.
This approach enables a middle ground between traditional black box ( i.e. , “closed”) and software development kit (SDK) ( i.e. , “open) strategies, satisfying automakers’ desire to control and differentiate the overall driving experience—including how the vehicle responds to traffic signals, other vehicles on the road, take-way or give-way choices, and more.
This approach enables a middle ground between traditional black box ( i.e. , “closed”) and software development kit (SDK) ( i.e. , “open”) strategies, satisfying automakers’ desire to control and differentiate the overall driving experience—including how the vehicle responds to traffic signals, other vehicles on the road, take-way or give-way choices, and more.
This system also includes DXP support, which enables customers to customize the driving experience while benefiting from our industry-leading technology platform. 13 Table of Contents Mobileye SuperVision ™ Mobileye SuperVision ™ , our eyes-on/hands-off Premium Driver Assist offering, is our most advanced driver assist system on the market and the bridge to consumer autonomous vehicles.
This system also includes DXP support, which enables customers to customize the driving experience while benefiting from our industry-leading technology platform. 14 Table of Contents Mobileye SuperVision ™ ​ ​ ​ Mobileye SuperVision™, our eyes-on/hands-off Premium Driver Assist offering, is our most advanced driver assist system on the market and is the bridge to consumer autonomous vehicles.
Our RSS-based driving policy is designed for global deployment, as it does not need to be tailored to specific driving cultures. 20 Table of Contents ● Purpose-built imaging-radar unlocks consumer AV at scale - We have developed software-defined imaging-radar with cutting-edge dynamic range and resolution.
Our RSS-based driving policy is designed for global deployment, as it does not need to be tailored to specific driving cultures. 21 Table of Contents ● Purpose-built imaging-radar unlocks consumer AV at scale - We have developed software-defined imaging-radar with cutting-edge dynamic range and resolution.
Mobileye Surround ADAS ™ utilizes the SuperVision ™ software stack, including our RSS (defined below) policy model, and is powered by a Mobileye ECU with one EyeQ ™ 6 High SoC, which processes data from the customer’s third party sensor suite featuring up to six cameras and up to five radars.
Mobileye Surround ADAS™ utilizes the SuperVision™ software stack, including our RSS (defined below) policy model, and is powered by an ECU with one EyeQ™6 High SoC, which processes data from the customer’s third-party sensor suite featuring up to six cameras and up to five radars.
We also expect to continue to invest in our ecosystem partnerships with OEMs and transportation network companies in order to foster close collaboration and further commercialize our autonomous technologies. 22 Table of Contents ● Benefit from opportunities in large emerging markets - We intend to continue to invest in customer relationships in emerging markets to accelerate ADAS and autonomous driving adoption, particularly in India.
We also expect to continue to invest in our ecosystem partnerships with OEMs and transportation network companies in order to foster close collaboration and further commercialize our autonomous technologies. 23 Table of Contents ● Benefit from opportunities in large emerging markets - We intend to continue to invest in customer relationships in emerging markets to accelerate ADAS and autonomous driving adoption, particularly in India.
We have been responsible for many “industry first” launches using monocular vision processing, and have enhanced our computer vision capabilities over time to include multiple cameras such as the trifocal camera configuration (three cameras with different fields of view placed side-by-side facing forward), which has been in series production since 2018, and the 11-camera configuration on our Mobileye SuperVision ™ solution, which was launched in late 2021. ● Road Experience Management ™ .
We have been responsible for many “industry first” launches using monocular vision processing, and have enhanced our computer vision capabilities over time to include multiple cameras such as the trifocal camera configuration (three cameras with different fields of view placed side-by-side facing forward), which has been in series production since 2018, and the 11-camera configuration on our Mobileye SuperVision™ solution, which was launched in late 2021. 6 Table of Contents ● Road Experience Management ™ .
In 2019, he was recognized as the Electronic Imaging Scientist of the Year by the Society for Imaging Science and Technology. Professor Shashua and his team were also finalists in the European Inventor Awards of 2019, awarded by the European Patent Office. In July 2022, Professor Shashua received the Mobility Innovator Award from the Automotive Hall of Fame.
In 2019, he was recognized as the Electronic Imaging Scientist of the Year by the Society for Imaging Science and Technology. Prof. Shashua and his team were also finalists in the European Inventor Awards of 2019, awarded by the European Patent Office. In July 2022, Prof. Shashua received the Mobility Innovator Award from the Automotive Hall of Fame.
Company Overview Mobileye is a leader in the development and deployment of advanced driver assistance systems (“ADAS”) and autonomous driving technologies and solutions. We pioneered ADAS technology more than 20 years ago and have continuously expanded the scope of our ADAS offerings, while leading the evolution to autonomous driving solutions.
Company Overview Mobileye is a leader in the development and deployment of advanced driver assistance systems (“ADAS”) and autonomous driving technologies and solutions. We pioneered ADAS technology more than 25 years ago and have continuously expanded the scope of our ADAS offerings, while leading the evolution to autonomous driving solutions.
He has published 162 papers in the field of machine learning and computational vision and holds over 94 patents. Professor Shashua has been awarded prestigious prizes for his contributions to science and technology and is also the 2020 Dan David laureate in the field of AI awarded for his ground-breaking work in the field.
He has published 162 papers in the field of machine learning and computational vision and holds over 94 patents. Prof. Shashua has been awarded prestigious prizes for his contributions to science and technology and is also the 2020 Dan David laureate in the field of AI, awarded for his ground-breaking work in the field.
During 2024, these goals were validated through widespread testing of our B-sample hardware by a number of OEMs. These radars differ from legacy radar and other imaging radar development as, backed by advanced processing algorithms, they can enable an independent “sensing state” with independent failure modes than the camera-based system which supports a quadratic improvement in mean-time-between failure.
During 2024, these goals were validated through widespread testing of our B-sample hardware by a number of OEMs. These radars differ from legacy radar and other imaging radar development as they are backed by advanced processing algorithms and can enable an independent “sensing state” with independent failure modes unlike the camera-based system which supports a quadratic improvement in mean-time-between failure.
Mobileye Chauffeur ™ and Mobileye Drive ™ 15 Table of Contents Mobileye Chauffeur ™ is our geographically scalable eyes-off/hands-off solution for consumer vehicles in a gradually expanding ODD, combining computer vision technology with surround imaging radars and front lidar.
Mobileye Chauffeur ™ and Mobileye Drive ™ ​ ​ 16 Table of Contents Mobileye Chauffeur™ is our geographically scalable eyes-off/hands-off solution for consumer vehicles in a gradually expanding ODD, combining computer vision technology with surround imaging radars and front lidar.
In March 2023, Professor Shashua received the Israel Prize for Lifetime Achievement from the Israel Ministry of Education. Moran Shemesh Rojansky has been serving as our Chief Financial Officer since 2023. Prior to her current position, Ms.
In March 2023, Prof. Shashua received the Israel Prize for Lifetime Achievement from the Israel Ministry of Education. Moran Shemesh Rojansky has been serving as our Chief Financial Officer since 2023. Prior to her current position, Ms.
In order for autonomous driving consumer vehicles to scale in volume, we believe the cost of the self-driving system needs to be reduced significantly, such as to several thousands of dollars, an order of magnitude lower than the cost of market solutions to date.
In order for autonomous driving consumer vehicles to scale in volume, we believe the cost of self-driving systems needs to be reduced significantly, such as to several thousands of dollars, an order of magnitude lower than the cost of market solutions to date.
In recent years, we have expanded our capability to enable creation of a 360-degree world-view through the processing of multiple cameras placed around the vehicle to support our portfolio of advanced solutions. Our products primarily use monocular camera processing that works accurately alone, or together with radar and lidar for redundancy.
In recent years, we have expanded our capability to enable creation of a 360-degree worldview through the processing of multiple cameras placed around the vehicle to support our portfolio of advanced solutions. Our products primarily use monocular camera processing that works accurately alone, or together with radar and lidar for redundancy.
Our coupled software and hardware architecture is highly differentiated from general purpose SoCs and software stacks that are not optimized for a specific use case. Our approach results in low power consumption and lean compute, yet is able to support a very powerful range of solutions for the ADAS and AV markets.
Our coupled software and hardware architecture is highly differentiated from general purpose SoCs and software stacks that are not optimized for a specific use case. Our 19 Table of Contents approach results in low power consumption and lean compute, and yet, is able to support a very powerful range of solutions for the ADAS and AV markets.
Each of these are critical contributors to achieving efficient solutions. 18 Table of Contents ● Scalable EyeQ ™ SoC design addresses the entire spectrum of ADAS and autonomous driving - Our proprietary accelerator cores are optimized for a wide variety of computer vision, signal processing, and machine learning tasks, including deep neural networks.
Each of these are critical contributors to achieving efficient solutions. ● Scalable EyeQ ™ SoC design addresses the entire spectrum of ADAS and autonomous driving - Our proprietary accelerator cores are optimized for a wide variety of computer vision, signal processing, and machine learning tasks, including deep neural networks.
References to “Moovit” refer to GG Acquisition Ltd., Moovit App Global Ltd. and their consolidated subsidiaries. We have a 52- or 53-week fiscal year that ends on the last Saturday in December. Fiscal years 2024 and 2023 were 52-week fiscal years; fiscal year 2022 was a 53-week fiscal year.
References to “Moovit” refer to GG Acquisition Ltd., Moovit App Global Ltd. and their consolidated subsidiaries. We have a 52- or 53-week fiscal year that ends on the last Saturday in December. Fiscal years 2024 and 2023 were 52-week fiscal years; fiscal year 2025 was also a 52-week fiscal year.
This offering also includes DXP, which will enable customers to control the driving experience while benefiting from our industry-leading technology platform. 14 Table of Contents Importantly, our SuperVision ™ technology also serves as a bridge, or foundational technology, for Mobileye and its customers to develop a spectrum of “eyes-off/hands-off solutions with expanding ODDs.
This offering also includes DXP, which will enable customers to control the driving experience while benefiting from our industry-leading technology platform. ​ 15 Table of Contents ​ Importantly, our SuperVision™ technology also serves as a bridge, or foundational technology, for Mobileye and its customers to develop a spectrum of eyes-off/hands-off solutions with expanding ODDs.
Tier 1 Automotive Suppliers We supply certain OEMs with the EyeQ ™ platform through our arrangements with automotive system integrators, known as Tier 1 automotive suppliers, which are direct suppliers to OEMs. Our Tier 1 customers include Aptiv, Magna, Valeo, ZF, Imotion and others.
Tier 1 Automotive Suppliers We supply certain OEMs with the EyeQ™ platform through our arrangements with automotive system integrators, known as Tier 1 automotive suppliers, which are direct suppliers to OEMs. Our Tier 1 customers include Aptiv, Magna, Valeo, ZF, Imotion, HL Klemov, Mobis and others.
In addition, our tightly coupled software and hardware solutions, which are based on highly advanced, road-tested, sensing and perception technologies from decades of leadership in artificial intelligence (“AI”), including computer vision, and powered by our mission critical software and purpose-built EyeQ ™ family of SoCs are extremely hard to replicate.
In addition, our tightly coupled software and hardware solutions, which are based on highly advanced, road-tested, sensing and perception technologies from decades of leadership in AI, including computer vision, and powered by our mission critical software and purpose-built EyeQ™ family of SoCs are extremely hard to replicate.
As of December 28, 2024, we estimate that the data we have accumulated covers over 95% of the approximately 0.8 million miles of motorway, trunk, and primary road types in each of the United States and Europe, respectively, as well as a large majority of other road types.
As of December 27, 2025, we estimate that the data we have accumulated covers over 95% of the approximately 0.8 million miles of motorway, trunk, and primary road types in each of the United States and Europe, respectively, as well as a large majority of other road types.
Our EyeQ ™ architecture is highly scalable, powers our solutions, ranging from our base ADAS to highly advanced autonomous driving solutions, and is designed to support the increasingly computationally intensive demands of ADAS and autonomous driving solutions on the same architecture. ● Industry leading computer vision capabilities - ADAS solutions are responsible for saving lives and must meet very high-performance metrics with extreme levels of efficiency, and pass increasing oversight from regulatory bodies - “good enough” is simply not acceptable.
Our EyeQ™ architecture is highly scalable, powers our solutions, ranging from our base ADAS to highly advanced autonomous driving solutions, and is designed to support the increasingly computationally intensive demands of ADAS and autonomous driving solutions on the same architecture. ● Industry leading computer vision capabilities - ADAS solutions are responsible for saving lives and must meet very high-performance metrics with extreme levels of efficiency, and pass increasing regulatory oversight.
Our Adjusted Net Income for 2024, 2023 and 2022 was $205 million, $659 million and $605 million, respectively. Adjusted Net Income is a non-GAAP financial measure; see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” for a reconciliation of Adjusted Net Income to Net Income (Loss).
Our Adjusted Net Income (Loss) for 2025, 2024 and 2023 was $286 million, $205 million and $659 million, respectively. Adjusted Net Income (Loss) is a non-GAAP financial measure; see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” for a reconciliation of Adjusted Net Income (Loss) to Net Income (Loss).
Our solutions are also highly customizable, which allows our customers to benefit from the core technology supporting our advanced solutions while also augmenting and differentiating their offerings. 3 Table of Contents We have experienced significant growth since our founding.
Our solutions are also highly customizable, which allows our customers to benefit from the core technology supporting our advanced solutions while also augmenting and differentiating their offerings. We have experienced significant growth since our founding.
The first series production launch of this offering occurred in 2021 as Geely Group launched Mobileye SuperVision ™ in its ZEEKR premium electric vehicle brand. Through the end of 2024, over 300,000 SuperVision ™ systems were delivered to ZEEKR and other brands.
The first series production launch of this offering occurred in 2021 as Geely Group launched Mobileye SuperVision™ in its ZEEKR premium electric vehicle brand. Through the end of 2025, over 350,000 SuperVision™ systems were delivered to ZEEKR, Polestar and other brands.
From 2017 to 2022, following our acquisition by Intel, Professor Shalev-Shwartz served as a Senior Fellow of Intel. Professor Shalev-Shwartz is well known for his research in machine learning and was listed as one of the 100 most influential researchers worldwide in 2016 by AMiner.
From 2017 to 2022, following our acquisition by Intel, Professor Shalev-Shwartz served as a Senior Fellow of Intel. Prof. Shalev-Shwartz is well known for his research in machine learning and was listed as one of the 100 most influential researchers worldwide in 2016 by AMiner. Prof. Shalev-Shwartz currently serves as a director of AI21 Labs.
ADAS solutions are responsible for saving lives and must meet very high-performance metrics with extreme levels of efficiency, as well as pass increasing oversight from regulatory bodies. “Good enough” is simply not acceptable. The precision requirements for advanced solutions in the Premium ADAS and AV segments are even more exacting.
ADAS solutions are responsible for saving lives and must meet very high-performance metrics with extreme levels of efficiency, as well as pass increasing oversight from regulatory bodies. The precision requirements for advanced solutions in the Premium ADAS and AV segments are even more exacting.
Any references to our performance for the years 2024, 2023 and 2022 are references to our fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022, respectively, and all references to our financial condition as of the end of 2024 and 2023 are references to the end of such fiscal years.
Any references to our performance for the years 2025, 2024 and 2023 are references to our fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023, respectively, and all references to our financial condition as of the end of 2025 and 2024 are references to the end of such fiscal years.
As of December 28, 2024, our solutions have been installed in approximately 1,200 vehicle models (including local country, year, and other vehicle model variations), and our System-on-Chips (“SoCs”) have been deployed in over 200 million vehicles. We are actively working with more than 50 Original Equipment Manufacturers (“OEMs”) worldwide on the implementation of our ADAS solutions.
As of December 27, 2025, our solutions have been installed in approximately 1,400 vehicle models (including local country, year, and other vehicle model variations), and our System-on-Chips (“SoCs”) have been deployed in more than 230 million vehicles. We are actively working with more than 50 Original Equipment Manufacturers (“OEMs”) worldwide on the implementation of our ADAS solutions.
All of our EyeQ ™ integrated circuits are manufactured by or outsourced to a partner foundry by STMicroelectronics. 23 Table of Contents We have also established a relationship with Quanta Computer and other suppliers to develop and assemble our ECUs including our reference design for our Mobileye SuperVision ™ solution, which includes our EyeQ ™ 5 SoCs from STMicroelectronics.
All of our EyeQ™ integrated circuits are manufactured by or outsourced to a partner foundry by STMicroelectronics. 24 Table of Contents We have also established a relationship with Quanta Computer, Taiwan Semiconductor Manufacturing Company (“TSMC”) and other suppliers to develop and assemble our ECUs including our reference design for our Mobileye SuperVision™ solution, which includes our EyeQ™5 and EyeQ™6 SoCs from STMicroelectronics.
We partner with STMicroelectronics, a leading supplier and innovator of semiconductor devices for automotive applications, in manufacturing, design and research and development. We have co-developed six generations of our automotive grade SoC, EyeQ ™ , with STMicroelectronics including EyeQ ™ 5 and EyeQ ™ 6.
We partner with STMicroelectronics, a leading supplier and innovator of semiconductor devices for automotive applications, in manufacturing, design and research and development. We have co-developed six generations of our automotive grade SoC, EyeQ™, with STMicroelectronics including EyeQ™5 and EyeQ™6. We design the front-end and STMicroelectronics designs the back-end package.
We recorded net losses of $3,090 million, $27 million and $82 million in 2024, 2023 and 2022, respectively, with the net loss in 2024 primarily being the result of recording a $2,695 million ($2,613 million, net of tax) non-cash impairment of goodwill in the third quarter of 2024.
We recorded net losses of $392 million, $3,090 million and $27 million in 2025, 2024 and 2023, respectively, with the net loss in 2024 primarily being the result of recording a $2,695 million non-cash impairment of goodwill in the third quarter of 2024.
Further, the autonomous driving solution needs to be produced at a cost that makes it affordable. We are building our technology platform to address these fundamental and significant challenges in order to enable a full spectrum of solutions, from ADAS to autonomous driving, with several incremental steps in between.
Further, the autonomous driving solution needs to be produced at a cost that makes it affordable. We are building our technology platform to address these fundamental and significant challenges in order to enable a full spectrum of solutions, from ADAS to autonomous driving, with multiple products in between to best serve the needs of our customers.
We believe we have a unique approach by developing ADAS and autonomous solutions simultaneously, giving us a technical and scale advantage over our competition. 27 Table of Contents Our Employees As of December 28, 2024, we had approximately 3,900 employees operating across eight countries, with approximately 85% of such employees involved in research and development and approximately 3,600 of such employees operating in Israel.
We believe we have a unique approach by developing ADAS and autonomous solutions simultaneously, giving us a technical and scale advantage over our competition. 29 Table of Contents Our Employees As of December 27, 2025, we had approximately 4,200 employees operating across seven countries, with approximately 85% of such employees involved in research and development and approximately 3,900 of such employees operating in Israel.
In the EU, pre-market approval is required for all vehicles sold, and many manufacturers choose to satisfy a set of technical criteria determined by the Euro NCAP. The Australian, Japanese, and Korean NCAPs’ have fully harmonized their policies with the Euro NCAP. In the United States, ADAS regulation continues to make large strides.
In the EU, pre-market approval is required for all vehicles sold, and many manufacturers choose to satisfy a set of technical criteria determined by the Euro NCAP. The Australian, Japanese, and Korean NCAPs’ have fully harmonized their policies with the Euro NCAP.
Together with STMicroelectronics, we are working on developing and productizing next-generation automotive-grade technology for high volume automotive applications, which we believe will accelerate the pace of autonomous innovation and market adoption. Our close partnership with Intel exists on multiple fronts.
We also benefit from STMicroelectronics’ advanced packaging and testing capabilities and automotive expertise. Together with STMicroelectronics, we are working on developing and productizing next-generation automotive-grade technology for high volume automotive applications, which we believe will accelerate the pace of autonomous innovation and market adoption. Our close partnership with Intel exists on multiple fronts.
In 2024 alone, we collected 29.6 billion miles of road data from, based on our estimates, 3 million REM ™ -enabled vehicles worldwide. The Road Segment Data is uploaded to the cloud where our software automatically creates and updates a detailed and accurate model of the road.
In 2025 alone, we collected 34.5 billion miles of road data from, based on our estimates, over 8 million REM™-enabled vehicles worldwide. The Road Segment Data is uploaded to the cloud where our software automatically creates and updates a detailed and accurate model of the road.
After the initial launch by the Geely Group’s premium electric vehicle brand, ZEEKR, we have successfully executed a series of software updates and also achieved a series of production program awards with Volkswagen Group that increased substantially the number of vehicle models in our future launch pipeline.
After the initial launch, we successfully executed a series of software updates and also achieved a series of production program awards with Volkswagen Group that substantially increased the number of vehicle models in our future launch pipeline.
Since we deployed REM ™ in 2018, we have harvested a total of 56.6 billion miles of road data.
Since we deployed REM™ in 2018, we have harvested a total of 91.5 billion miles of road data.
Our Premium Driver Assist offerings are expected to be available with DXP, which will enable OEM customers to deploy their own internally-developed software on our EyeQ ™ SoCs while benefiting from our industry-leading technology platform. 21 Table of Contents ● Innovate and commercialize our next-generation autonomous driving solutions - Propelled by our next generation EyeQ ™ SoC, our surround computer vision Mobileye SuperVision ™ solution, productization of software-defined imaging radars and our Compound AI system architecture including True Redundancy ™ , we believe that we will be positioned to deliver an autonomous driving solution that can enable the mass adoption of AV.
As a result, we are seeing increasing traction to equip this type of system as standard-fit across wide-ranging vehicle price and model segments. 22 Table of Contents Our Premium Driver Assist offerings are expected to be available with DXP, which will enable OEM customers to deploy their own internally-developed software on our EyeQ™ SoCs while benefiting from our industry-leading technology platform. ● Innovate and commercialize our next-generation autonomous driving solutions - Propelled by our next generation EyeQ™ SoC, our surround computer vision Mobileye SuperVision™ solution, productization of software-defined imaging radars and our Compound AI system architecture including True Redundancy™, we believe that we will be positioned to deliver an autonomous driving solution that can enable the mass adoption of AV.
In China, the PRC Cyber Security Law became effective on June 1, 2017. The Cyber Security Law reaffirms the basic principles and requirements specified in other existing laws and regulations on personal information protection, such as the requirements on the collection, use, processing, storage, and disclosure of personal information.
In China, the Cyber Security Law (as amended in 2026) reaffirms the basic principles and requirements specified in other existing laws and regulations on personal information protection, such as the requirements on the collection, use, processing, storage, and disclosure of personal information.
We anticipate that our collection of such personal information may increase as a result of the introduction of our MaaS solutions, and our integration of Moovit, which may provide us with access to personal information of users.
We anticipate that our collection of such personal information may increase with the growing introduction of our AMaaS and robotaxi solutions, and our integration of Moovit, which may provide us with access to personal information of users.
For example, the INVEST in America Act, which was passed in late 2021, requires the U.S. Department of Transportation to issue requirements and standards regarding vehicle safety technologies.
In the United States, ADAS regulation continues to make large strides. For example, the INVEST in America Act, which was passed in late 2021, requires the U.S. Department of Transportation to issue requirements and standards regarding vehicle safety technologies.
Vehicle autonomy can be viewed as a spectrum that uses the same technology building blocks to power the full span of driver assist functions, ranging from those available in hundreds of car models today, through full autonomy powering robotaxis and, eventually, personal autonomous vehicles.
Mobileye’s vision for the last number of years is to chart a clear path from ADAS to scalable autonomous driving. ​ ​ Vehicle autonomy can be viewed as a spectrum that uses the same technology building blocks to power the full span of driver assist functions, ranging from those available in hundreds of car models today, through full autonomy powering robotaxis and, eventually, personal autonomous vehicles.
This eyes-off/hands-off/no driver solution will build upon our core autonomous driving technologies found in Mobileye Chauffeur ™ and will deliver driving functions without the need for any in-vehicle human intervention by adding teleoperability and by minimizing cases where human input would be required.
This eyes-off/hands-off/no driver solution will build upon our core autonomous driving technologies found in Mobileye Chauffeur™ and will deliver driving functions without the need for any in-vehicle human intervention by adding teleoperability and by minimizing cases where human input would be required. Our overall turnkey self-driving solution offers an advanced ODD that can turn various vehicle configurations and solutions autonomous.
Our policy is to obtain appropriate proprietary rights protection for any potentially significant new technology acquired or developed by us. As of December 28, 2024, we held 382 U.S. patents, 74 European patents, 175 U.S. patent applications, 608 European and other non-U.S. patent applications, and provisional patent filings.
Our policy is to obtain appropriate proprietary rights protection for any potentially significant new technology acquired or developed by us. As of December 27, 2025, we held 439 U.S. patents, 98 European patents, 205 U.S. patent applications, 633 European and other non-U.S. patent applications, and provisional patent filings.
These five pillars form the core of our highly versatile and customizable platform, which we intend to deploy with progressively increasing functionality to continue to enhance our market-leading ADAS solutions and lead the evolution to autonomous driving solutions. The Autonomous Vehicle Revolution Autonomous driving is one of the most difficult technological challenges facing the world today.
These five pillars form the core of our highly versatile and customizable platform, which we intend to deploy with progressively increasing functionality to continue to enhance our market-leading ADAS solutions and lead the evolution to autonomous driving solutions.
Boaz Ouriel has been serving as our Executive Vice President, EPG Software since 2023. From December 2017 to April 2022, following our acquisition by Intel, Mr. Ouriel was an Intel employee assigned to work for Mobileye. Mr. Ouriel joined Mobileye as an employee in April 2022 as Senior Director Software Development Manager. Mr.
From December 2017 to April 2022, following our acquisition by Intel, Mr. Ouriel was an Intel employee assigned to work for Mobileye. Mr. Ouriel joined Mobileye as an employee in April 2022 as Senior Director Software Development Manager. Mr.
Designing an efficient silicon architecture requires optimizing the competing factors of efficiency and flexibility. We accomplish this through the development a variety of accelerators, each of which are designed to perform specific tasks that either most favor efficiency, flexibility, or a combination of both.
We accomplish this through the development a variety of accelerators, each of which are designed to perform specific tasks that either most favor efficiency, flexibility, or a combination of both.
Name Age Position Amnon Shashua ​ 64 ​ Chief Executive Officer, President, and Director ​ Moran Shemesh Rojansky ​ 44 ​ Chief Financial Officer ​ Boaz Ouriel ​ 51 ​ Executive Vice President, EPG Software ​ Shai Shalev-Shwartz ​ 49 ​ Chief Technology Officer ​ Nimrod Nehushtan ​ 35 ​ Executive Vice President Business Development & Strategy, Co-Manager REM ​ ​ 31 Table of Contents Amnon Shashua is our co-founder and has been serving as our Chief Executive Officer and President since 2017 and as our director since our founding in 1999.
Name ​ ​ ​ Age ​ ​ ​ Position Amnon Shashua ​ 65 ​ Chief Executive Officer, President, and Director ​ Moran Shemesh Rojansky ​ 45 ​ Chief Financial Officer ​ Shai Shalev-Shwartz ​ 50 ​ Chief Technology Officer ​ Nimrod Nehushtan ​ 36 ​ Executive Vice President Business Development & Strategy ​ Boaz Ouriel ​ 52 ​ Executive Vice President, EPG Software ​ ​ Amnon Shashua is our co-founder and has been serving as our Chief Executive Officer and President since 2017 and as our director since our founding in 1999.
In 2024 alone, we collected 29.6 billion miles of road data from, based on our estimates 3 million REM ™ -enabled vehicles worldwide, and analyzed up to 62.4 million miles of road data per day, with the size of the REM ™ -enabled fleet increasing daily.
In 2025 alone, we collected 34.5 billion miles of road data from, based on our estimates, over 8 million REM™-enabled vehicles worldwide, and analyzed up to 94.5 million miles of road data per day, with the size of the REM™-enabled fleet increasing daily.
Moovit’s application also competes with local urban and inter-city ticketing service providers that provide purchase and ticketing of public transit and mobility services on their own platform. 26 Table of Contents The principal competitive factors impacting the market for our solutions include: ● completeness of our technology platform including SoCs, sensing and perception technologies, sensor fusion architecture, high-precision mapping system, and supporting software and algorithms; ● ability to design and develop ADAS and autonomous driving solutions that meet our customers’ needs; ● automotive quality standards, compliance, and performance in all areas of ADAS and autonomous driving; ● agile software validation and robust product release discipline; ● scalability, and cost efficiency of our solutions; ● engineering capabilities, the ability to innovate and continuously improve our technology; ● pricing; ● design and development support for our customers; ● manufacturing reliability and the ability to make on-time delivery of appropriate quantities of product at a consistent level of quality; ● ability to meet regulatory requirements; ● intellectual property protection; and ● brand and reputation, including the ability to market new offerings.
The principal competitive factors impacting the market for our solutions include: ● completeness of our technology platform including SoCs, sensing and perception technologies, sensor fusion architecture, high-precision mapping system, and supporting software and algorithms; ● ability to design and develop ADAS, autonomous driving and humanoid robotics solutions that meet our customers’ needs; ● automotive quality standards, compliance, and performance in all areas of ADAS and autonomous driving; 28 Table of Contents ● ability to successfully integrate Mentee Robotics’s business and humanoid and Physical AI robotics technology with our existing platform; ● agile software validation and robust product release discipline; ● scalability, and cost efficiency of our solutions; ● engineering capabilities, the ability to innovate and continuously improve our technology; ● pricing; ● design and development support for our customers; ● manufacturing reliability and the ability to make on-time delivery of appropriate quantities of product at a consistent level of quality; ● ability to meet regulatory requirements; ● intellectual property protection; ● attraction and retention of key talent, including in artificial intelligence and robotics; and ● brand and reputation, including the ability to market new offerings.
Additionally, we have designed a full set of eyes-off/hands-off solutions at a wide variety of price points and a spectrum of functionalities and ODDs. 9 Table of Contents We believe that our industry-leading technology platform, built upon multiple years of research, development, data collection and validation, gives us the unique ability to not only deliver excellent safety ratings with our ADAS solutions, but also to make the mass deployment of autonomous driving solutions a reality.
We believe that our industry-leading technology platform, built upon multiple years of research, development, data collection and validation, gives us the unique ability to not only deliver excellent safety ratings with our ADAS solutions, but also to make the mass deployment of autonomous driving solutions a reality.
In the future, we plan to create revenue streams from our OTA capabilities and REM ™ maps through solution upgrades. ● Further enhance and drive adoption of our Premium Driver Assist solutions - Our Mobileye SuperVision ™ solution represents a comprehensive eyes-on/hands-off ADAS solution.
In the future, we plan to create revenue streams from our OTA capabilities and REM™ maps through solution upgrades. ● Further enhance and drive adoption of our Premium Driver Assist solutions - Our Mobileye Surround ADAS™ and SuperVision™ solutions represent the next steps toward next-generation comprehensive eyes-on/hands-off ADAS solutions where incremental safety and the convenience of hands-off driving combine in a compelling package for drivers.
The adjustments to reconcile Net Income (Loss) with Adjusted Net Income are related to amortization of intangible assets, stock-based compensation expenses, impairment of goodwill, expenses related to the initial public offering of Mobileye in October 2022 (the “Mobileye IPO”) and related income tax effects where applicable.
The adjustments to reconcile Net Income (Loss) with Adjusted Net 4 Table of Contents Income (Loss) are related to amortization of intangible assets, stock-based compensation expenses, impairment of goodwill and related income tax effects where applicable.
Mobility-as-a-Service We expect to sell the Mobileye Drive ™ self-driving vehicles to a range of transportation network companies, public transit operators and vehicle OEMs which intend to operate a variety of services ( e.g. , consumer-facing AMaaS, transportation on demand, delivery). These partners could produce vehicles themselves and integrate Mobileye Drive ™ with our assistance.
Autonomous Mobility-as-a-Service We, along with commercialization partners such as MOIA and Holon, expect to sell or deploy Mobileye Drive™-equipped self-driving vehicles to a range of transportation network companies, public transit operators, other mobility service companies and vehicle OEMs which intend to operate a variety of services ( e.g. , consumer-facing AMaaS, transportation on demand, delivery).
The chart above represents commercially deployed solutions (Base ADAS, Cloud-Enhanced ADAS ™ and Mobileye SuperVision ™ ) and solutions that we expect to be commercially deployed in the future (Mobileye Surround ADAS ™ , Mobileye Chauffeur ™ , and Mobileye Drive ™ ). 10 Table of Contents Our End-to-End ADAS and AV Solutions Mobileye Base ADAS Mobileye’s Base ADAS, powered by our purpose built, on-windshield EyeQ ™ SoC devices and our expertise in computer vision, brings our core ADAS solutions to millions of vehicles on the road today and is foundational to our spectrum of ADAS and autonomous vehicle solutions.
Our End-to-End ADAS and AV Solutions Mobileye Base ADAS ​ ​ 12 Table of Contents Mobileye’s Base ADAS, powered by our purpose built, on-windshield EyeQ™ SoC devices and our expertise in computer vision, brings our core ADAS solutions to millions of vehicles on the road today and is foundational to our spectrum of ADAS and autonomous vehicle solutions.
Our EyeQ ™ SoC provides drivers with basic safety features covered by front-facing sensing, such as collision warning, lane departure warnings, pedestrian and cyclist collision warning, headway monitoring and warning, speed limit indicator, blind spot detection, and many more.
Our EyeQ™ SoC provides drivers with basic safety features covered by front-facing sensing, such as collision warning, lane departure warnings, pedestrian and cyclist collision warning, headway monitoring and warning, speed limit indicator, blind spot detection, and many more. Our software algorithms and purpose-built hardware are designed to provide the driver with accurate and reliable driver assist solutions, promoting road safety.
None of our employees is represented by a labor union with respect to his, her or their employment. In certain countries in which we operate, we are subject to, and comply with, local labor law requirements, which may automatically make our employees subject to industry-wide collective bargaining agreements.
In certain countries in which we operate, we are subject to, and comply with, local labor law requirements, which may automatically make our employees subject to industry-wide collective bargaining agreements.
He is an OpenCL veteran, contributing to the definition of the OpenCL standard, is the former editor of the SPIR-V 1.0 specification, and the recipient of numerous patents and awards in his field. Shai Shalev-Shwartz has been serving as our Chief Technology Officer since 2018.
He is an OpenCL veteran, contributing to the definition of the OpenCL standard, is the former editor of the SPIR-V 1.0 specification, and the recipient of numerous patents and awards in his field. ​

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeA number of factors can increase our effective tax rates, which could reduce our net income, including: ● changes in the volume and mix of profits earned and location of assets across jurisdictions with varying tax rates and the associated impacts of legislative actions affecting multi-national enterprises; ● changes in the valuation of our deferred tax assets and liabilities, and in associated deferred tax asset valuation allowance; ● adjustments to income taxes upon finalization of tax returns; ● increases in expenses not deductible for tax purposes, including equity-based compensation or impairments of goodwill; ● changes in available tax credits; ● changes in our ability to secure new, or renew existing, tax holidays and incentives; ● changes in U.S. federal, state, or foreign tax laws or their interpretation, including changes in the U.S. to the taxation of non-U.S. income and expenses; ● changes resulting from the adoption by countries of OECD recommendations, including adoption of tax legislation to comply with Pillar Two Model Rules, or other legislative actions ● changes in accounting standards; and 67 Table of Contents ● those described under “Risks Related to Operations in Israel — The tax benefits that are available to us under Israeli law require us to meet various conditions and may be terminated or reduced in the future, which could increase our costs and taxes.” Global or regional conditions can adversely affect our business, results of operations, and financial condition.
Biggest changeA number of factors can increase our effective tax rates, which could reduce our net income (loss), including: ● changes in the volume and mix of profits earned and location of assets across jurisdictions with varying tax rates and the associated impacts of legislative actions affecting multi-national enterprises; ● changes in the valuation of our deferred tax assets and liabilities, and in associated deferred tax asset valuation allowance; ● adjustments to income taxes upon finalization of tax returns; ● increases in expenses not deductible for tax purposes, including equity-based compensation or impairments of goodwill; ● changes in available tax credits; ● changes in our ability to secure new, or renew existing, tax holidays and incentives; ● changes in U.S. federal, state, or foreign tax laws or their interpretation, including changes in the U.S. to the taxation of non-U.S. income and expenses; ● changes resulting from the adoption by countries of OECD recommendations, including adoption of tax legislation to comply with Pillar Two Model Rules, or other legislative actions.
As a result, we are substantially reliant on timely shipments of EyeQ ™ SoCs from STMicroelectronics and ECUs from Quanta Computer (or other suppliers) to fulfill customer orders and if such a shortfall of chips or ECUs were to occur, we may be unable to offset future supply constraints through the use of inventory on hand.
As a result, we are substantially reliant on timely shipments of EyeQ™ SoCs from STMicroelectronics (or other suppliers) and ECUs from Quanta Computer (or other suppliers) to fulfill customer orders and if such a shortfall of chips or ECUs were to occur, we may be unable to offset future supply constraints through the use of inventory on hand.
Any license, sublicense, or other right granted by Intel to us with respect to third-party patents and patent applications (or specific claims thereof) included in the grant in clause (ii) may be revoked (effective as of the date specified by Intel) by Intel, in whole or in part, at any time (and automatically terminates once Intel can no longer extend such rights to us under the applicable third-party license agreement), and all licenses, sublicenses or other rights from Intel with respect to patents and patent applications of other Intel subsidiaries included in the grant by Intel to us in clause (ii) automatically terminate once Intel’s ownership of our common stock falls below 50%.
Any license, sublicense, or other right granted by Intel to us with respect to third-party patents and patent applications (or specific claims thereof) included in the grant in clause (ii) may be revoked (effective as of the date specified by Intel) by Intel, in whole or in part, at any time (and automatically terminates once Intel can no longer extend such rights to us under the applicable third-party license agreement), and all licenses, sublicenses or other rights from Intel with respect to patents and patent applications of other Intel subsidiaries included in the grant by Intel to us in clause (ii) automatically terminate once Intel’s ownership of our common stock falls below 50%.
The license granted by us to Intel in clause (i) survives even if Intel’s ownership of our common stock falls below 50%, but solely with respect to patents and patent applications owned or controlled by us as of or prior to such time.
The license granted by us to Intel in clause (i) survives even if Intel’s ownership of our common stock falls below 50%, but solely with respect to patents and patent applications owned or controlled by us as of or prior to such time.
The agreement will continue until the expiration of the last to expire of the patents and patent applications included in the grants in clauses (i) and (ii), unless earlier terminated by Intel at any time for its convenience.
The agreement will continue until the expiration of the last to expire of the patents and patent applications included in the grants in clauses (i) and (ii), unless earlier terminated by Intel at any time for its convenience.
In addition, our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following: ● our dual class common stock structure, which provides Intel, as the holder of our Class B common stock, with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding common stock; ● if Intel’s holdings in our stock are reduced so that it no longer maintains a majority of the combined voting power of our common stock, our stockholders will only be able to take action at a meeting of stockholders and not by written consent; ● vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders, provided, however, that vacancies on our board of directors caused by an action of stockholders may only be filled by a vote of the stockholders until Intel’s holdings in our stock are reduced so that it no longer maintains a majority of the combined voting power of our common stock; ● beginning at the first annual meeting of stockholders following any such time that Intel’s holdings in our stock no longer represent at least 20% of the aggregate number of shares of our outstanding common stock, our board of directors will be classified into three classes of directors with staggered three-year terms; 65 Table of Contents ● beginning at the first annual meeting of stockholders following any such time that Intel’s holdings in our stock no longer represent at least 20% of the aggregate number of shares of our outstanding common stock, directors will only be able to be removed from office for cause; ● so long as Intel’s holdings in our stock represent at least 20% of the aggregate number of shares of our outstanding common stock, consent by holders of a majority of our Class B common stock will be required for consolidations or mergers; ● no provision in our amended and restated certificate of incorporation or amended and restated bylaws provides for cumulative voting, which limits the ability of minority stockholders to elect director candidates; ● only the Chairman of our Board of Directors, our Chief Executive Officer, or our Secretary upon written request by a majority of our Board of Directors are authorized to call a special meeting of stockholders; ● our amended and restated certificate of incorporation provides that certain litigation against us can only be brought in Delaware unless we otherwise consent; ● nothing in our amended and restated certificate of incorporation precludes future issuances without approval by holders of shares of our Class A common stock of the authorized but unissued shares of our common stock, though approval by holders of a majority of our Class B common stock will be required for such issuances for so long as Intel’s holdings in our stock represent at least 20% of the aggregate number of shares of outstanding common stock, subject to certain exclusions; ● our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued, without the approval of the holders of our capital stock; and ● advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
In addition, our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following: ● our dual class common stock structure, which provides Intel, as the holder of our Class B common stock, with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding common stock; ● if Intel’s holdings in our stock are reduced so that it no longer maintains a majority of the combined voting power of our common stock, our stockholders will only be able to take action at a meeting of stockholders and not by written consent; ● vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders, provided, however, that vacancies on our board of directors caused by an action of stockholders may only be filled by a vote of the stockholders until Intel’s holdings in our stock are reduced so that it no longer maintains a majority of the combined voting power of our common stock; ● beginning at the first annual meeting of stockholders following any such time that Intel’s holdings in our stock no longer represent at least 20% of the aggregate number of shares of our outstanding common stock, our board of directors will be classified into three classes of directors with staggered three-year terms; ● beginning at the first annual meeting of stockholders following any such time that Intel’s holdings in our stock no longer represent at least 20% of the aggregate number of shares of our outstanding common stock, directors will only be able to be removed from office for cause; ● so long as Intel’s holdings in our stock represent at least 20% of the aggregate number of shares of our outstanding common stock, consent by holders of a majority of our Class B common stock will be required for consolidations or mergers; 67 Table of Contents ● no provision in our amended and restated certificate of incorporation or amended and restated bylaws provides for cumulative voting, which limits the ability of minority stockholders to elect director candidates; ● only the Chairman of our Board of Directors, our Chief Executive Officer, or our Secretary upon written request by a majority of our Board of Directors are authorized to call a special meeting of stockholders; ● our amended and restated certificate of incorporation provides that certain litigation against us can only be brought in Delaware unless we otherwise consent; ● nothing in our amended and restated certificate of incorporation precludes future issuances without approval by holders of shares of our Class A common stock of the authorized but unissued shares of our common stock, though approval by holders of a majority of our Class B common stock will be required for such issuances for so long as Intel’s holdings in our stock represent at least 20% of the aggregate number of shares of outstanding common stock, subject to certain exclusions; ● our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued, without the approval of the holders of our capital stock; and ● advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
The market price of our Class A common stock on Nasdaq may fluctuate as a result of a number of factors, some of which are beyond our control, including, but not limited to: ● announcements by regulators and other safety organizations regarding ADAS, autonomous driving and related technology; ● publicized accidents involving ADAS and autonomous driving technology, whether developed by us or our competitors; ● market acceptance of our solutions; ● fluctuations in supply and demand for our products; ● announcements of the results of research and development projects by us or our competitors; ● announcements by others relating to autonomous driving technology and its adoption by OEMs; ● development of new competitive systems and products by others; ● changes in earnings estimates or recommendations by securities analysts; ● developments concerning our intellectual property rights; 62 Table of Contents ● loss of key personnel, particularly Professor Shashua; ● changes in the cost of satisfying our warranty obligations; ● loss of key customers; ● disruptions to our and the global supply chain; ● macroeconomic irregularities such as worsening inflationary trends, volatile interest rates and labor shortages; ● delays between our expenditures to develop and market new or enhanced products and the generation of sales from those products; ● changes in the amount that we spend to develop, acquire, or license new products, technologies, or businesses; ● changes in our research and development and operating expenditures; ● variations in our and our competitors’ results of operations and financial condition; ● our sale or proposed sale or the sale or proposed sale by Intel (or other actions taken by Intel) or other significant stockholders of our common stock or other securities in the future; and ● general market conditions and other factors, including factors unrelated to our operating performance.
The market price of our Class A common stock on Nasdaq may fluctuate as a result of a number of factors, some of which are beyond our control, including, but not limited to: ● announcements by regulators and other safety organizations regarding ADAS, autonomous driving and related technology; ● publicized accidents involving ADAS and autonomous driving technology, whether developed by us or our competitors; ● market acceptance of our solutions; ● fluctuations in supply and demand for our products; ● announcements of the results of research and development projects by us or our competitors; 64 Table of Contents ● announcements by others relating to autonomous driving technology and its adoption by OEMs; ● development of new competitive systems and products by others; ● changes in earnings estimates or recommendations by securities analysts; ● developments concerning our intellectual property rights; ● loss of key personnel, particularly Professor Shashua; ● changes in the cost of satisfying our warranty obligations; ● loss of key customers; ● disruptions to our and the global supply chain; ● macroeconomic irregularities such as worsening inflationary trends, volatile interest rates and labor shortages; ● delays between our expenditures to develop and market new or enhanced products and the generation of sales from those products; ● changes in the amount that we spend to develop, acquire, or license new products, technologies, or businesses; ● changes in our research and development and operating expenditures; ● variations in our and our competitors’ results of operations and financial condition; ● our sale or proposed sale or the sale or proposed sale by Intel (or other actions taken by Intel) or other significant stockholders of our common stock or other securities in the future; and ● general market conditions and other factors, including factors unrelated to our operating performance.
As a public company, we are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of internal control over financial reporting, to which our auditors need to attest in accordance with guidelines set forth by the Public Company Accounting Oversight Board (“PCAOB”).
As a public company, we are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of internal control over financial reporting, to which our auditors need to attest in accordance with guidelines set forth by the Public Company Accounting Oversight Board.
If we are unable to maintain our contractual relationships with the third-party licensors on which we depend, then we may not be able to find replacement technology to integrate into our solutions on a timely basis or for a similar royalty fee, in which case our business, results of operations, and financial condition would also be adversely affected. 50 Table of Contents We also are party to an agreement with Intel in which (i) we grant to Intel a royalty-free, nonexclusive, nontransferable, perpetual, irrevocable, sublicensable under certain circumstances, and worldwide license under patents and patent applications owned or controlled by us, and (ii) Intel grants to us a royalty-free, nonexclusive, nontransferable, and worldwide license, sublicense, or other right, as applicable, under certain patents and patent applications of other Intel subsidiaries and certain third parties, and we entered into agreements with Intel in connection with the Mobileye IPO in which we will have a limited license from Intel for sensitive core technology relating to radar.
If we are unable to maintain our contractual relationships with the third-party licensors on which we depend, then we may not be able to find replacement technology to integrate into our solutions on a timely basis or for a similar royalty fee, in which case our business, results of operations, and financial condition would also be adversely affected. 52 Table of Contents We also are party to an agreement with Intel in which (i) we grant to Intel a royalty-free, nonexclusive, nontransferable, perpetual, irrevocable, sublicensable under certain circumstances, and worldwide license under patents and patent applications owned or controlled by us, and (ii) Intel grants to us a royalty-free, nonexclusive, nontransferable, and worldwide license, sublicense, or other right, as applicable, under certain patents and patent applications of other Intel subsidiaries and certain third parties, and we entered into agreements with Intel in connection with the Mobileye IPO in which we will have a limited license from Intel for sensitive core technology relating to radar.
These include: ● If we are unable to develop and introduce new solutions and improve existing solutions in a cost-effective and timely manner, then our competitive position would be negatively impacted and our business, results of operations, and financial condition would be adversely affected. ● We invest significantly in research and development, and to the extent our research and development efforts are unsuccessful, our competitive position would be negatively impacted and our business, results of operations, and financial condition would be adversely affected. ● We operate in a highly competitive market. ● We have previously experienced constraints in the supply of our EyeQ ™ SoCs as the result of the global semiconductor shortage during 2021 and 2022, and future shortages in the supply of our EyeQ ™ SoCs or other critical parts would adversely affect our business, results of operations, and financial condition. ● We face additional supply chain risks and risks of interruption of requisite services, including, as a result of our reliance on a single supplier or limited suppliers and vendors, for certain components, equipment, and services. ● Increases in costs of the materials and other components that we use in our solutions would adversely affect our business, results of operations, and financial condition. ● Our business may suffer from claims, or incur losses, relating to, among other things, actual or alleged defects in our solutions, or if our solutions actually or allegedly fail to perform as expected, and publicity related to these claims could harm our reputation and decrease demand for our solutions or increase regulatory scrutiny of our solutions. ● We are subject to risks related to trade policies, sanctions, and import and export controls. ● We invest significant effort and money seeking OEM selection of our solutions, and there can be no assurance that these efforts will result in the selection of our solutions for use in production models.
These include: ● If we are unable to develop and introduce new solutions and improve existing solutions in a cost-effective and timely manner, then our competitive position would be negatively impacted and our business, results of operations, and financial condition would be adversely affected. ● We invest significantly in research and development, and to the extent our research and development efforts are unsuccessful, our competitive position would be negatively impacted and our business, results of operations, and financial condition would be adversely affected. ● We operate in a highly competitive market. ● We have previously experienced constraints in the supply of our EyeQ™ SoCs as the result of the global semiconductor shortage during 2021 and 2022, and future shortages in the supply of our EyeQ™ SoCs or other critical parts would adversely affect our business, results of operations, and financial condition. ● We face additional supply chain risks and risks of interruption of requisite services, including, as a result of our reliance on a single supplier or limited suppliers and vendors, for certain components, equipment, and services. ● Increases in costs of the materials and other components that we use in our solutions would adversely affect our business, results of operations, and financial condition. 34 Table of Contents ● Our business may suffer from claims, or incur losses, relating to, among other things, actual or alleged defects in our solutions, or if our solutions actually or allegedly fail to perform as expected, and publicity related to these claims could harm our reputation and decrease demand for our solutions or increase regulatory scrutiny of our solutions. ● We are subject to risks related to trade policies, sanctions, and import and export controls. ● We invest significant effort and money seeking OEM selection of our solutions, and there can be no assurance that these efforts will result in the selection of our solutions for use in production models.
Any failure by us or our vendors or other business partners to comply with our public privacy notice or with U.S. federal, state, local, Israeli, Chinese, or other foreign or international Data Protection Laws could result in regulatory or litigation-related actions against us, legal liability, fines, damages, ongoing audit requirements, and other significant costs.
Any failure by us or our vendors or other business partners to comply with our public privacy notice or with U.S. federal, state, local, Israeli, Chinese, EU, or other foreign or international Data Protection Laws could result in regulatory or litigation-related actions against us, legal liability, fines, damages, ongoing audit requirements, and other significant costs.
The implementation, maintenance, segregation, and improvement of these measures requires significant management time, support, and cost. Moreover, there are inherent risks associated with developing, improving, expanding, and updating current systems, including the disruption of our data management, procurement, production execution, finance, supply chain, and sales and service processes.
The implementation, maintenance, and improvement of these measures requires significant management time, support, and cost. Moreover, there are inherent risks associated with developing, improving, expanding, and updating current systems, including the disruption of our data management, procurement, production execution, finance, supply chain, and sales and service processes.
We must make research and development investments based on our views of the most promising approaches to address future customer needs in rapidly evolving markets, and we cannot be certain that we will target out research and development investments appropriately, or correctly anticipate the manner in which these markets will evolve.
We must make research and development investments based on our views of the most promising approaches to address future customer needs in rapidly evolving markets, and we cannot be certain that we will target our research and development investments appropriately or correctly anticipate the manner in which these markets will evolve.
Any such suit is likely to be time-consuming and expensive to resolve and may divert our management’s time and attention from our business, which could adversely affect our business, results of operations, and financial condition, and legal fees related to such litigation will increase our operating expenses and may reduce our net income.
Any such suit is likely to be time-consuming and expensive to resolve and may divert our management’s time and attention from our business, which could adversely affect our business, results of operations, and financial condition, and legal fees related to such litigation will increase our operating expenses and may reduce our net income (loss).
In recent years, there has been significant litigation globally involving patents and other intellectual property rights. 49 Table of Contents We have previously faced claims and may in the future be subject to additional claims and litigation alleging our infringement, misappropriation or other violation of third-party patent rights, trade secret rights or other intellectual property rights, including in respect of our use of certain AI technologies, particularly as a public company with an increased profile and visibility, and as we expand our presence in the market and to new use cases and face increasing competition.
In recent years, there has been significant litigation globally involving patents and other intellectual property rights. 51 Table of Contents We have previously faced claims and may in the future be subject to additional claims and litigation alleging our infringement, misappropriation or other violation of third-party patent rights, trade secret rights or other intellectual property rights, including in respect of our use of certain AI technologies, particularly as a public company with an increased profile and visibility, and as we expand our presence in the market and to new use cases and face increasing competition.
The success of our Cloud-Enhanced ADAS ™ , Mobileye Surround ADAS ™ , Mobileye SuperVision ™ , Mobileye Chauffeur ™ and Mobileye Drive ™ systems requires significant amounts of fresh mapping data from series production vehicles around the world in order to develop RoadBook ™ .
The success of our Cloud-Enhanced ADAS TM , Mobileye Surround ADAS™, Mobileye SuperVision™, Mobileye Chauffeur™ and Mobileye Drive™ systems requires significant amounts of fresh mapping data from series production vehicles around the world in order to develop RoadBook™.
Although we monitor our use of such open-source code to avoid subjecting our solutions to unintended conditions, such use, under certain circumstances, could materially adversely affect our business, financial condition and operating results and cash flow, including if we are required to take remedial action that may divert resources away from our development efforts. 52 Table of Contents Risks Related to Our Industry An uncertain economic environment and inflationary conditions may adversely affect global vehicle production and demand for our solutions.
Although we monitor our use of such open-source code to avoid subjecting our solutions to unintended conditions, such use, under certain circumstances, could materially adversely affect our business, financial condition and operating results and cash flow, including if we are required to take remedial action that may divert resources away from our development efforts. 54 Table of Contents Risks Related to Our Industry An uncertain economic environment and inflationary conditions may adversely affect global vehicle production and demand for our solutions.
Changes in government regulations, especially those relating to ADAS and autonomous driving, could adversely affect our business, results of operations, and financial condition. 54 Table of Contents Regulations governing the automotive industry impose stringent compliance and reporting requirements in response to product recalls and safety issues in the automotive industry, including a duty to report, subject to strict timing requirements, safety defects with, or reports of injuries relating to, our solutions and requirements that a manufacturer recall and repair vehicles that contain safety defects or fail to comply with applicable safety standards.
Changes in government regulations, especially those relating to ADAS and autonomous driving, could adversely affect our business, results of operations, and financial condition. 56 Table of Contents Regulations governing the automotive industry impose stringent compliance and reporting requirements in response to product recalls and safety issues in the automotive industry, including a duty to report, subject to strict timing requirements, safety defects with, or reports of injuries relating to, our solutions and requirements that a manufacturer recall and repair vehicles that contain safety defects or fail to comply with applicable safety standards.
We and Intel also agree pursuant to the Master Transaction Agreement to hold the other in most favored status with respect to products purchased or sold for internal use, meaning that the product prices, terms, warranties, and benefits provided between us and Intel shall be comparable to or better than the equivalent terms being offered by the party providing the products to any single, present customer of such party. 59 Table of Contents ● Worldwide and perpetual license to patents .
We and Intel also agree pursuant to the Master Transaction Agreement to hold the other in most favored status with respect to products purchased or sold for internal use, 61 Table of Contents meaning that the product prices, terms, warranties, and benefits provided between us and Intel shall be comparable to or better than the equivalent terms being offered by the party providing the products to any single, present customer of such party. ● Worldwide and perpetual license to patents .
We can be adversely affected by other global and regional factors that periodically occur, including: ● geopolitical and security issues, such as armed conflict and civil or military unrest, political instability, human rights concerns and terrorist activity; ● natural disasters, public health issues (such as the COVID-19 pandemic) and other catastrophic events; ● inefficient infrastructure and other disruptions, such as supply chain interruptions and large-scale outages or unreliable provision of services from utilities, transportation, data hosting or telecommunications providers; ● formal or informal imposition of new or revised export, import or doing-business regulations, including trade sanctions, tariffs, and changes in the ability to obtain export licenses, which could be changed without notice; ● government restrictions on, or nationalization of, our operations in any country, or restrictions on our ability to repatriate earnings from a particular country; ● adverse changes relating to government grants, tax credits or other government incentives, including more favorable incentives provided to competitors; ● differing employment practices and labor issues; ● ineffective legal protection of our intellectual property rights in certain countries; ● local business and cultural factors that differ from our current standards and practices; ● continuing uncertainty regarding social, political, immigration and tax and trade policies; and ● fluctuations in the market values of any of our investments, which can be negatively affected by liquidity, credit deterioration or losses, interest rate changes, financial results, political risk, sovereign risk, or other factors. 68 Table of Contents Catastrophic events can adversely affect our business, results of operations, and financial condition.
We can be adversely affected by other global and regional factors that periodically occur, including: ● geopolitical and security issues, such as armed conflict and civil or military unrest, political instability, human rights concerns and terrorist activity; ● natural disasters, public health issues (such as the COVID-19 pandemic) and other catastrophic events; ● inefficient infrastructure and other disruptions, such as supply chain interruptions and large-scale outages or unreliable provision of services from utilities, transportation, data hosting or telecommunications providers; ● formal or informal imposition of new or revised export, import or doing-business regulations, including trade sanctions, tariffs, and changes in the ability to obtain export licenses, which could be changed without notice; ● government restrictions on, or nationalization of, our operations in any country, or restrictions on our ability to repatriate earnings from a particular country; ● adverse changes relating to government grants, tax credits or other government incentives, including more favorable incentives provided to competitors; ● differing employment practices and labor issues; ● ineffective legal protection of our intellectual property rights in certain countries; ● local business and cultural factors that differ from our current standards and practices; ● continuing uncertainty regarding social, political, immigration and tax and trade policies; and ● fluctuations in the market values of any of our investments, which can be negatively affected by liquidity, credit deterioration or losses, interest rate changes, financial results, political risk, sovereign risk, or other factors.
As we develop, bundle, and sell full systems that include third-party hardware beyond EyeQ ™ , we expect that our gross margin will decrease on a percentage basis because of the greater third-party hardware content. 35 Table of Contents We invest significantly in research and development, and to the extent our research and development efforts are unsuccessful, our competitive position would be negatively impacted and our business, results of operations, and financial condition would be adversely affected.
As we develop, bundle, and sell full systems that include third-party hardware beyond EyeQ™, we expect that our gross margin will decrease on a percentage basis because of the greater third-party hardware content. 36 Table of Contents We invest significantly in research and development, and to the extent our research and development efforts are unsuccessful, our competitive position would be negatively impacted and our business, results of operations, and financial condition would be adversely affected.
Furthermore, laws regarding trade secret rights in certain markets where we operate may afford little or no protection to our trade secrets. 51 Table of Contents We also rely on physical and electronic security measures to protect our proprietary information, but we cannot provide assurance that these security measures will not be breached or provide adequate protection for our property.
Furthermore, laws regarding trade secret rights in certain markets where we operate may afford little or no protection to our trade secrets. 53 Table of Contents We also rely on physical and electronic security measures to protect our proprietary information, but we cannot provide assurance that these security measures will not be breached or provide adequate protection for our property.
Any failure to successfully integrate other companies, assets, employees, products, or technologies that we have or may acquire will adversely affect our business, results of operations, and financial condition. Furthermore, we may have to incur debt or issue equity securities to pay for any future acquisitions or investments, the issuance of which could be dilutive to our existing stockholder.
Any failure to successfully integrate other companies, assets, employees, products, or technologies that we have or may acquire will adversely affect our business, results of operations, and financial condition. Furthermore, we may have to incur debt or issue equity securities to pay for any future acquisitions or investments, the issuance of which could be dilutive to our existing stockholders.
To mitigate supply chain constraints, we monitor inventory levels on an on-going basis and may further build up inventories of EyeQ ™ SoCs. Accumulating such additional inventories could require substantial amounts of capital and may expose us to risks regarding the obsolescence of such chips. 37 Table of Contents We depend on STMicroelectronics to manufacture our EyeQ ™ SoCs.
To mitigate supply chain constraints, we monitor inventory levels on an on-going basis and may further build up inventories of EyeQ™ SoCs. Accumulating such additional inventories could require substantial amounts of capital and may expose us to risks regarding the obsolescence of such chips. 38 Table of Contents We depend on STMicroelectronics to manufacture our EyeQ ™ SoCs.
Even if foreign patents are granted, effective enforcement in foreign countries may not be available. 48 Table of Contents Our issued patents and trademarks and any pending or future patent and trademark applications that may result in issuances or registrations may not provide sufficiently broad protection or may not prove to be enforceable in actions against alleged infringers.
Even if foreign patents are granted, effective enforcement in foreign countries may not be available. 50 Table of Contents Our issued patents and trademarks and any pending or future patent and trademark applications that may result in issuances or registrations may not provide sufficiently broad protection or may not prove to be enforceable in actions against alleged infringers.
Moreover, an Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases), if its enforcement is likely to prejudice the sovereignty or security of the State of Israel, if it was obtained by fraud or in the absence of due process, if it is at variance with another valid judgment 57 Table of Contents that was given in the same matter between the same parties, or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought.
Moreover, an Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases), if its enforcement is likely to prejudice the sovereignty or security of the State of Israel, if it was obtained by fraud or in the absence of due process, if it is at variance with another valid judgment that was given in the same matter between the same parties, or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought.
If consumer acceptance of ADAS and autonomous driving technology does not increase, our business, results of operations, and financial condition would be adversely affected. 53 Table of Contents Regulatory and Compliance Risks We are subject to a variety of laws and regulations that affect our operations and that could adversely affect our business, results of operations, and financial condition.
If consumer acceptance of ADAS and autonomous driving technology does not increase, our business, results of operations, and financial condition would be adversely affected. 55 Table of Contents Regulatory and Compliance Risks We are subject to a variety of laws and regulations that affect our operations and that could adversely affect our business, results of operations, and financial condition.
See “— Certain corporate actions by us would require the prior consent of Intel, and there can be no guarantee that Intel will consent to such matters, even if they are in our best interests.” These requirements could prevent us from pursuing opportunities to raise capital, effectuate acquisitions, or provide equity incentives to our employees, which could adversely affect our business, results of operations, and financial condition.
See “— Certain corporate actions by us would require the prior consent of Intel, and there can be no guarantee that Intel will consent to such matters, even if they are in our best interests.” These requirements could prevent us from pursuing opportunities to raise capital, effectuate acquisitions, or provide equity incentives to our employees, which could adversely affect our business, results of operations, and financial condition. 63 Table of Contents Certain corporate actions by us would require the prior consent of Intel, and there can be no guarantee that Intel will consent to such actions, even if they are in our best interests.
On October 7, 2023, Hamas launched a series of attacks on civilian and military targets in Southern and Central Israel, to which the Israel Defense Forces have responded. In addition, both Hezbollah and the Houthi movement have attacked military and civilian targets in Israel, to which Israel has responded, including through increased air and ground operations in Lebanon.
On October 7, 2023, Hamas launched a series of attacks on civilian and military targets in Southern Israel and Central Israel, to which the Israel Defense Forces responded. In addition, both Hezbollah and the Houthi movement attacked military and civilian targets in Israel, to which Israel responded, including through increased air and ground operations in Lebanon.
In addition, under the terms of the Master Transaction Agreement we entered into with Intel in connection with the Mobileye IPO, we granted Intel a continuing right to purchase from us such number of shares of Class A common stock or Class B common stock as is necessary for Intel to maintain an aggregate ownership of our common stock representing at least 80.1% of our common stock outstanding following the Mobileye IPO.
In addition, under the terms of the Master Transaction Agreement we entered into with Intel in connection with the Mobileye IPO, we granted Intel a continuing right to purchase from us such number of shares of Class 66 Table of Contents A common stock or Class B common stock as is necessary for Intel to maintain an aggregate ownership of our common stock representing at least 80.1% of our common stock outstanding following the Mobileye IPO.
In addition, because ADAS and autonomous driving technologies rely on products and services provided by third parties, there is the potential that the failure of such third-party products or services that affect the performance of EyeQ ™ SoCs, notwithstanding the absence of any defect in design or manufacture or other failure in EyeQ ™ SoCs themselves, could result in additional claims being made against us.
In addition, because ADAS and autonomous driving technologies rely on products and services provided by third parties, there is the potential that the failure of such third-party products or 41 Table of Contents services that affect the performance of EyeQ™ SoCs, notwithstanding the absence of any defect in design or manufacture or other failure in EyeQ™ SoCs themselves, could result in additional claims being made against us.
In 2024, the Company initiated a foreign currency cash flow hedging program, designed to hedge the Company’s foreign exchange rate risk resulting from its ILS payroll expenses, but there is no guarantee that volatility in exchange rates will not adversely affect our business, results of operations and financial condition.
In 2024, the Company initiated a foreign currency cash flow hedging program, designed to hedge the Company’s foreign exchange rate risk resulting from its ILS payroll expenses, but there is no guarantee that volatility in exchange rates will not adversely affect our business, results of operations and financial condition. We are a holding company. We are a holding company.
If we do not effectively hire, onboard, retain, and motivate key employees, then our business, results of operations, and financial condition would be adversely affected. 43 Table of Contents Changes in our management team can also disrupt our business. Our management and senior leadership team has significant industry experience, and their knowledge and relationships would be difficult to replace.
If we do not effectively hire, onboard, retain, and motivate key employees, then our business, results of operations, and financial condition would be adversely affected. Changes in our management team can also disrupt our business. Our management and senior leadership team has significant industry experience, and their knowledge and relationships would be difficult to replace.
To the extent we continue to rely on one or more of these exemptions, holders of our Class A common stock will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq. Our dual class structure may depress the trading price of our Class A common stock.
To the extent we continue to rely on one or more of these exemptions, holders of our Class A common stock will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq. 60 Table of Contents Our dual class structure may depress the trading price of our Class A common stock.
Additionally, we have been informed by our legal counsel in Israel that it may be difficult to assert claims under U.S. securities laws in original actions instituted in Israel or obtain a judgment based on the civil liability provisions of U.S. federal securities laws.
Additionally, we have been informed by our legal counsel in Israel that it may be difficult to assert claims under U.S. securities laws in original actions instituted in 59 Table of Contents Israel or obtain a judgment based on the civil liability provisions of U.S. federal securities laws.
Pursuant to the Tax Sharing Agreement, we generally are required to make payments to Intel such that, with respect to tax returns for any taxable period in which we or any of our subsidiaries are included in the Consolidated Group or any Combined Group, the amount of taxes to be paid by us will be determined by computing the excess (if any) of any taxes due on any such return over the amount that would otherwise be due if such return were recomputed by excluding us and/or our included subsidiaries.
Pursuant to the Amended and Restated Tax Sharing Agreement, we generally were required to make payments to Intel such that, with respect to tax returns for any taxable period in which we or any of our subsidiaries were included in the Consolidated Group or any Combined Group, the amount of taxes to be paid by us would be determined by computing the excess (if any) of any taxes due on any such return over the amount that would otherwise be due if such return were recomputed by excluding us and/or our included subsidiaries.
Although we do not believe that these recent controls and industrial policies will materially impede our ability to conduct our business, there can be no assurance that these or future restrictions would not materially adversely affect our financial performance. We derive significant revenue from China.
Although we do not believe that these recent controls and industrial policies and other retaliatory measures will materially impede our ability to conduct our business, there can be no assurance that these or future restrictions would not materially adversely affect our financial performance. We derive significant revenue from China.
We have historically been included in Intel’s consolidated group (the “Consolidated Group”) for U.S. federal income tax purposes, as well as in certain consolidated, combined, or unitary groups that include Intel and/or certain of its subsidiaries for state and local income tax purposes (each, a “Combined Group”).
We were historically included in Intel’s consolidated group (the “Consolidated Group”) for U.S. federal income tax purposes, as well as in certain consolidated, combined, or unitary groups that include Intel and/or certain of its subsidiaries for state and local income tax purposes (each, a “Combined Group”).
General Risks Changes in our effective tax rates may reduce our net income.
General Risks Changes in our effective tax rates may reduce our net income (loss).
Our capital requirements will depend on many factors, including, but not limited to: ● technological advancements; ● market acceptance of our solutions and solution enhancements, and the overall level of sales of our solutions; ● research and development expenses; ● our relationships with our customers and suppliers; ● our ability to control costs; ● sales and marketing expenses; ● enhancements to our infrastructure and systems and any capital improvements to our facilities; ● potential acquisitions of businesses and product lines; and ● general economic conditions, including any remaining effects from the COVID-19 pandemic, inflation, rising interest rates, and international conflicts and their impact on the automotive industry in particular.
Our capital requirements will depend on many factors, including, but not limited to: ● technological advancements; ● market acceptance of our solutions and solution enhancements, and the overall level of sales of our solutions; ● research and development expenses; ● our relationships with our customers and suppliers; ● our ability to control costs; ● sales and marketing expenses; ● enhancements to our infrastructure and systems and any capital improvements to our facilities; ● potential acquisitions of businesses and product lines; and ● general economic conditions, inflation, rising interest rates, and international conflicts and their impact on the automotive industry in particular.
Several countries still restrict doing business with the State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse 56 Table of Contents impact on our operating results, financial condition, or the expansion of our business.
Several countries still restrict doing business with the State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition, or the expansion of our business.
Sustained geopolitical tensions could lead to long-term changes in global trade and technology supply chains, and decoupling of global trade networks, which could adversely affect our business, results of operations, and financial condition. 55 Table of Contents Given our international supply chain and distribution, we are subject to import and export laws of multiple countries.
Additionally, sustained geopolitical tensions could lead to long-term changes in global trade and technology supply chains, and decoupling of global trade networks, which could adversely affect our business, results of operations, and financial condition. Given our international supply chain and distribution, we are subject to import and export laws of multiple countries.
Our software and hardware, including our EyeQ ™ SoCs and AI technologies, are complex and, from time to time, have had, and could have or could be alleged to have, defects in design or manufacturing, inadequate, inaccurate, biased or otherwise flawed data or algorithms used to train certain AI technologies, security vulnerabilities or other errors, failures, or other issues of not functioning in accordance with their specifications or as expected.
Our software and hardware, including our EyeQ™ SoCs, AI technologies and Mentee Robotics’s humanoid robot systems, are complex and, from time to time, have had, and could have or could be alleged to have, defects in design or manufacturing, inadequate, inaccurate, biased or otherwise flawed data or algorithms used to train certain AI technologies, security vulnerabilities or other errors, failures, or other issues of not functioning in accordance with their specifications or as expected.
How long and how severe the current conflict in Gaza, Northern Israel, Lebanon or the broader region becomes is unknown at this time and any continued clash among Israel, Hamas, Hezbollah, Iran or other countries or militant groups in the region may escalate in the future into a greater regional conflict.
How long and how severe the current conflicts in Gaza, Northern Israel, Lebanon, Iran or the broader region last and become is unknown at this time and any continued clash among Israel, Hamas, Hezbollah, Iran or other countries or militant groups in the region may escalate in the future into a greater regional conflict.
We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends for the foreseeable future. 63 Table of Contents The requirements of being a public company may strain our resources and divert management’s attention.
We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends for the foreseeable future. 65 Table of Contents The ongoing compliance requirements of being a public company may strain our resources and divert management’s attention.
We are focusing our research and development efforts across several key emerging technologies, including computer vision, Compound AI and other AI technologies, software-defined imaging radar, the True Redundancy ™ sensor fusion architecture, the REM ™ mapping technology and our RSS model, and our Mobileye Surround ADAS ™ , Mobileye SuperVision ™ , Mobileye Chauffeur ™ and Mobileye Drive ™ systems.
We are focusing our research and development efforts across several key emerging technologies, including computer vision, Compound AI and other AI technologies, the development of next-generation EyeQ™ SoCs, software-defined imaging radar, the True Redundancy™ sensor fusion architecture, the REM™ mapping technology and our RSS model, and our Mobileye Surround ADAS™, Mobileye SuperVision™, Mobileye Chauffeur™ and Mobileye Drive™ systems.
In addition, the Houthi movement has attacked international shipping lanes in the Red Sea. Further, on April 13, 2024 and October 1, 2024, Iran launched a series of drone and missile strikes against Israel, to which Israel has responded.
In addition, the Houthi movement attacked international shipping lanes in the Red Sea, to which both Israel and the United States responded. Further, on April 13, 2024 and October 1, 2024, Iran launched a series of drone and missile strikes against Israel, to which Israel responded.
Intel’s decisions with respect to us or our business, including any related party transactions between Intel and us, may be resolved in ways that favor Intel and its stockholders, which may not coincide with the interests of our other stockholders. 60 Table of Contents Although we entered into the Tax Sharing Agreement with Intel under which our tax liabilities effectively will be determined based upon, subject to certain assumptions, our and/or our subsidiaries’ assets and activities, we nonetheless could be held liable for the tax liabilities of other members of any consolidated, combined or unitary tax group of Intel and/or its subsidiaries.
Intel’s decisions with respect to us or our business, including any related party transactions between Intel and us, may be resolved in ways that favor Intel and its stockholders, which may not coincide with the interests of our other stockholders. 62 Table of Contents Although we entered into the Amended and Restated Tax Sharing Agreement with Intel under which our tax liabilities effectively will be determined based upon, subject to certain assumptions, our and/or our subsidiaries’ assets and activities, we nonetheless could be held liable for the tax liabilities of other members of any consolidated, combined or unitary tax group of Intel and/or its subsidiaries for periods prior to July 12, 2025.
Although we are incorporated under the laws of the State of Delaware, our headquarters and research and development center are located in the State of Israel, and as of December 28, 2024, substantially all of our equipment and tangible long-lived assets were located in Israel.
Although we are incorporated under the laws of the State of Delaware, our headquarters and research and development center are located in the State of Israel, and as of December 27, 2025, substantially all of our equipment and tangible long-lived assets were located in Israel.
Our operations and business, and those of our customers and direct and indirect vendors and suppliers of OEMs, can be disrupted by natural disasters, industrial accidents, public health issues (such as the COVID-19 pandemic), cybersecurity incidents, interruptions of service from utilities, transportation, telecommunications or IT systems providers, production equipment failures or other catastrophic events.
Our operations and business, and those of our customers and direct and indirect vendors and suppliers of OEMs, can be disrupted by natural disasters, industrial accidents, public health issues, cybersecurity incidents, interruptions of service from utilities, transportation, telecommunications or IT systems providers, production equipment failures or other catastrophic events.
A significant and growing number of established and new technology companies and automobile manufacturers have entered, or are reported to have plans to enter, the market for ADAS and autonomous driving solutions. For example, certain of our competitors have announced that they are operating autonomous robotaxis.
A significant and growing number of established and new technology companies and automobile manufacturers have entered, or are reported to have plans to enter, the market for ADAS and autonomous driving solutions as well as the market for humanoid robotics. For example, certain of our competitors have announced that they are operating or developing autonomous robotaxis and/or humanoid robots.
Our competitors in the silicon provider category include Ambarella, Advanced Micro Devices, Arriver / Qualcomm, Black Sesame Technologies, Horizon Robotics, Huawei, NVIDIA, NXP, Renesas Electronics, and Texas Instruments. Our competitors in the software-only category include StradVision, Autobrains and Wayve.
Our competitors in the silicon provider category include Ambarella, Advanced Micro Devices, Arriver / Qualcomm, Black Sesame Technologies, Horizon Robotics, Huawei, NVIDIA, NXP, Renesas Electronics, and Texas Instruments.
In 2024, our three largest Tier 1 customers, which were ZF, Valeo, and Aptiv, accounted for 27%, 20%, and 14%, respectively, of our revenue, compared to 30%, 24%, and 14%, respectively, in 2023.
In 2025, our three largest Tier 1 customers, which were ZF, Valeo, and Aptiv, accounted for 30%, 17%, and 15%, respectively, of our revenue, compared to 27%, 20%, and 14%, respectively, in 2024.
If we fail to achieve a design win after incurring substantial expenditures in these efforts, our future business, results of operations, and financial condition would be adversely affected. ● There is no guarantee that our customers will purchase our solutions in any certain quantity or at any certain price even after we achieve design wins, and there may be significant delays between the time we achieve a design win until we realize revenue from the vehicle model. ● We depend on a limited number of Tier 1 customers and OEMs for a substantial portion of our revenue, and the loss of, or a significant reduction in sales to, one or more of our major Tier 1 customers and/or the discontinued incorporation of our solutions by one or more major OEMs in their vehicle models would adversely affect our business, results of operations, and financial condition. ● We are highly dependent on the services of Professor Amnon Shashua, our President and Chief Executive Officer. ● If we are unable to attract, retain, and motivate key employees, then our business, results of operations, and financial condition would be adversely affected. ● We face integration risks and costs associated with companies, assets, employees, products, and technologies that we have or that we may acquire. 33 Table of Contents ● Interruptions to our information technology systems and networks and cybersecurity incidents could adversely affect our business, results of operations, and financial condition. ● Security breaches and other disruptions of our in-vehicle systems and related data could impact the safety of our end users and reduce confidence in us and our solutions. ● An uncertain economic environment and inflationary conditions may adversely affect global vehicle production and demand for our solutions. ● If OEMs are unable to maintain and increase consumer acceptance of ADAS and autonomous driving technology, our business, results of operations, and financial condition would be adversely affected. ● Our business, results of operations, and financial condition may be adversely affected by changes in automotive safety regulations or concerns that drive regulations that could increase our costs or delay or halt adoption of our solutions. ● The dual class structure of our common stock has the effect of concentrating voting control with Intel, and Intel will beneficially own shares of our Class B common stock, representing a majority of the shares of our common stock and approximately 98.6% of the voting power of our outstanding common stock as of December 28, 2024.
If we fail to achieve a design win after incurring substantial expenditures in these efforts, our future business, results of operations, and financial condition would be adversely affected. ● There is no guarantee that our customers will purchase our solutions in any certain quantity or at any certain price even after we achieve design wins, and there may be significant delays between the time we achieve a design win until we realize revenue from the vehicle model. ● We depend on a limited number of Tier 1 customers and OEMs for a substantial portion of our revenue, and the loss of, or a significant reduction in sales to, one or more of our major Tier 1 customers and/or the discontinued incorporation of our solutions by one or more major OEMs in their vehicle models would adversely affect our business, results of operations, and financial condition. ● We may face increased competition surrounding the development of our next generation chips from OEMs and emerging chip manufacturers entering the market. ● We are highly dependent on the services of Professor Amnon Shashua, our President and Chief Executive Officer. ● If we are unable to attract, retain, and motivate key employees, then our business, results of operations, and financial condition would be adversely affected. ● We face regulatory and integration risks and costs associated with companies, assets, employees, products, and technologies that we have or that we may acquire, including our acquisition of Mentee Robotics. ● Interruptions to our information technology systems and networks and cybersecurity incidents could adversely affect our business, results of operations, and financial condition. ● Security breaches and other disruptions of our in-vehicle systems and related data could impact the safety of our end users and reduce confidence in us and our solutions. ● An uncertain economic environment and inflationary conditions may adversely affect global vehicle production and demand for our solutions. ● If OEMs are unable to maintain and increase consumer acceptance of ADAS and autonomous driving technology, our business, results of operations, and financial condition would be adversely affected. ● Our business, results of operations, and financial condition may be adversely affected by changes in automotive safety regulations or concerns that drive regulations that could increase our costs or delay or halt adoption of our solutions. ● The dual class structure of our common stock has the effect of concentrating voting control with Intel, and Intel beneficially owns 50,000,000 shares of our Class A common stock and all of the outstanding shares of our Class B common stock, representing approximately 79.5% of our outstanding common stock and approximately 97.3% of the voting power of our outstanding common stock as of December 27, 2025.
As described below, this provision will not apply to suits brought to enforce any duty or liability created by the Securities Act or Exchange Act, or rules and regulations thereunder. 66 Table of Contents Moreover, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and our amended and restated certificate of incorporation provides that the federal district courts of the United States will, to the fullest extent permitted by law, be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.
Moreover, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and our amended and restated certificate of incorporation provides that the federal district courts of the United States will, to the fullest extent permitted by law, be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.
Individuals or organizations, including malicious hackers, state-sponsored organizations, insider threats, including employees and third-party service providers, or intruders into our physical facilities, at times may attempt to gain unauthorized access to or corrupt our IT systems, products, or services.
We regularly face attempts by others to gain unauthorized access, or to introduce malicious software, to our IT systems. Individuals or organizations, including malicious hackers, state-sponsored organizations, insider threats, including employees and third-party service providers, or intruders into our physical facilities, at times may attempt to gain unauthorized access to or corrupt our IT systems, products, or services.
Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to our exclusive forum provisions, including the federal forum provision. Additionally, our stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder. Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to our exclusive forum provisions, including the federal forum provision.
Any failures by third parties to effectively deploy and operate our AMaaS solutions, or the termination of our relationships with any such third parties, would adversely affect our business, results of operations, and financial condition. Developing RoadBook ™ depends on continued cooperation by OEMs.
Any failures by third parties to effectively deploy and operate our AMaaS solutions, or the termination of our relationships with any such third parties, would adversely affect our business, results of operations, and financial condition.
We face integration risks and costs associated with companies, assets, employees, products, and technologies that we have or that we may acquire. We have in the past and, if we are presented with appropriate opportunities, we may in the future acquire or make investments in complementary companies, assets, employees, products, and technologies.
We have in the past and, if we are presented with appropriate opportunities, we may in the future acquire or make investments in complementary companies, assets, employees, products, and technologies.
In 2024 and 2023, we derived approximately 26% and 31% respectively, of our revenue from shipments of products to China.
In 2025 and 2024, we derived approximately 23% and 26% respectively, of our revenue from shipments of products to China.
OEMs also require their suppliers to guarantee or warrant their products and bear the costs of repair and replacement of such products under new vehicle warranties. 39 Table of Contents Depending on the terms under which we supply products to a Tier 1 customer or an OEM, vehicle manufacturers have held and may attempt to hold us responsible for some or all of the repair or replacement costs of defective products under new vehicle warranties when the OEM asserts that the solution supplied did not perform as warranted.
Depending on the terms under which we supply products to a Tier 1 customer or an OEM, vehicle manufacturers have held and may attempt to hold us responsible for some or all of the repair or replacement costs of defective products under new vehicle warranties when the OEM asserts that the solution supplied did not perform as warranted.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and our amended and restated certificate of incorporation provides that neither the exclusive forum provision nor our federal forum provision applies to suits brought to enforce any duty or liability created by the Exchange Act.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and our amended and restated certificate of incorporation provides that neither the exclusive forum provision nor our federal forum provision applies to suits brought to enforce any duty or liability created by the Exchange Act. 68 Table of Contents Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court.
To date our operations have not been materially affected, although as of January 31, 2025 approximately 3.7% of our employees have been called to reserve duty in the Israel Defense Forces.
To date our operations have not been materially affected, although as of February 3, 2026 approximately 3.3% of our employees have been called to reserve duty in the Israel Defense Forces.
We could also issue shares of our Class A common stock or securities convertible into our Class A common stock or debt or other securities in connection with acquisitions or other strategic transactions.
We could also issue shares of our Class A common stock or securities convertible into our Class A common stock or debt or other securities in connection with acquisitions or other strategic transactions, including for example our acquisition of Mentee Robotics.
Competitors for technical talent increasingly seek to hire our employees. Changes in the interpretation and application of employment-related laws to our workforce practices may also result in increased operating costs and less flexibility in how we meet our changing workforce needs. To help attract, retain, and motivate qualified employees, we intend to use employee incentives such as share-based awards.
Changes in the interpretation and application of employment-related laws to our workforce practices may also result in increased operating costs and less flexibility in how we meet our changing workforce needs. To help attract, retain, and motivate qualified employees, we have previously used and intend to continue to use employee incentives such as share-based awards.
Our insurers may also discontinue our insurance coverage and we may be unable to find replacement insurance on acceptable terms or at all, or where we share our limits with Intel claims by Intel under these policies may exhaust the available policy limits.
Our insurers may also discontinue our insurance coverage and we may be unable to find replacement insurance on acceptable terms or at all, or where we share our limits with Intel claims by Intel under these policies may exhaust the available policy limits. Certain of our commercial agreements require us to arrange or maintain specified insurance policies.
Moreover, 82% of our total revenue in 2024 was derived outside of the United States, with China, Germany, and South Korea making up 26%, 16%, and 13% of total revenue respectively, based on the location of the customer to which the product was shipped.
Moreover, 78% of our total revenue in 2025 was derived outside of the United States, with China, Germany, and South Korea making up 23%, 16%, and 10% of total revenue respectively, based on the location of the customer to which the product was shipped.
Any actual or perceived security incident could result in, among other things, unfavorable publicity, governmental or regulatory inquiry and oversight, difficulty in marketing our services, allegations by our customers that we have not performed our contractual obligations, litigation by affected parties, including our customers, and possible financial obligations for damages related to the theft or misuse of such information or inventory, any of which would adversely affect our business, results of operations, and financial condition. 46 Table of Contents Security breaches and other disruptions of our in-vehicle systems and related data could impact the safety of our end users and reduce confidence in us and our solutions.
Any actual or perceived security incident could result in, among other things, unfavorable publicity, governmental or regulatory inquiry and oversight, difficulty in marketing our services, allegations by our customers that we have not performed our contractual obligations, litigation by affected parties, including our customers, and possible financial obligations for damages related to the theft or misuse of such information or inventory, any of which would adversely affect our business, results of operations, and financial condition.
This will limit or preclude your ability to influence corporate matters. ● We may have conflicts of interest with Intel, and because of (i) certain provisions in our amended and restated certificate of incorporation relating to related person transactions and corporate opportunities, (ii) agreements we entered into with Intel in connection with the Mobileye IPO, and (iii) Intel’s controlling beneficial ownership interest in our company, we may not be able to resolve such conflicts on terms favorable to us. ● Conditions in Israel affect our operations and may limit our ability to produce and sell our solutions. ● Our operations may be disrupted by the obligations of personnel to perform military service as a result of current or future military actions involving Israel. 34 Table of Contents In addition to the other information included in this Annual Report on Form 10-K and in our other filings with the SEC, the following risk factors should be considered in evaluating our business and future prospects.
This will limit or preclude your ability to influence corporate matters. ● We may have conflicts of interest with Intel, and because of (i) certain provisions in our amended and restated certificate of incorporation relating to related person transactions and corporate opportunities, (ii) agreements we entered into with Intel in 35 Table of Contents connection with the Mobileye IPO, and (iii) Intel’s controlling beneficial ownership interest in our company, we may not be able to resolve such conflicts on terms favorable to us. ● Conditions in Israel and in the surrounding region affect our operations and may limit our ability to produce and sell our solutions. ● Our operations may be disrupted by the obligations of personnel to perform military service as a result of current or future military actions involving Israel.
Moreover, in 2024, 15%, 15%, 11%, and 9% of our revenue was derived from the incorporation of our solutions into the vehicle models of four OEMs and a total of 78% of our revenue was derived from the incorporation of our solutions into the vehicle models of eight OEMs (including those four) through our Tier 1 customers.
Moreover, in 2025, 17%, 12%, 11%, and 11% of our revenue was derived from the incorporation of our solutions into the vehicle models of four OEMs and a total of 82% of our revenue was derived from the incorporation of our solutions into the vehicle models of eight OEMs (including those four) through our Tier 1 customers.
Any inability to adequately address data privacy or data protection, or other information security-related concerns, including in each case in respect of our use of AI technologies, even if unfounded, to successfully negotiate privacy, data protection, or information security-related contractual terms with customers, or to comply and demonstrate compliance with Data Protection Laws, could result in additional cost and liability to us, harm our reputation and brand, and could adversely affect our business, results of operations, and financial condition.
Any inability to adequately address data privacy or data protection, or other information security-related concerns, including in each case in respect of our use of AI technologies (which are subject to increasing regulatory scrutiny and, in certain jurisdictions, new compliance frameworks applicable to high-risk or large-scale AI deployments), even if unfounded, to successfully negotiate privacy, data protection, or information security-related contractual terms with customers, or to comply and demonstrate compliance with Data Protection Laws, could result in additional cost and liability to us, harm our reputation and brand, and could adversely affect our business, results of operations, and financial condition.
While Professor Shashua is highly active in our management and allocates a significant amount of time to our company, he does not devote his full time and attention to our company.
We are highly dependent on Professor Shashua, our President and Chief Executive Officer. While Professor Shashua is highly active in our management and allocates a significant amount of time to our company, he does not devote his full time and attention to our company.
If we are not able to obtain mapping data for RoadBook ™ , our Cloud-Enhanced ADAS ™ , Mobileye Surround ADAS ™ , Mobileye SuperVision ™ , Mobileye Chauffeur ™ and Mobileye Drive ™ systems will not perform as expected, which would adversely affect our business, results of operations, and financial condition.
If we are not able to obtain mapping data for RoadBook™, our Cloud-Enhanced ADAS™, Mobileye Surround ADAS™, Mobileye SuperVision™, Mobileye Chauffeur™ and Mobileye Drive™ systems will not perform as expected, which would adversely affect our business, results of operations, and financial condition. We are highly dependent on the services of Professor Amnon Shashua, our President and Chief Executive Officer.
The loss of one or more key Tier 1 customers, a reduction in sales to any key Tier 1 customer, the discontinued or decreased incorporation of our solutions by a key OEM, or our inability to attract new significant Tier 1 customers and OEMs would negatively impact our revenue and adversely affect our business, results of operations, and financial condition. 42 Table of Contents The success of our AMaaS solutions will depend on their effective deployment and operation by third parties.
The loss of one or more key Tier 1 customers, a reduction in sales to any key Tier 1 customer, the discontinued or decreased incorporation of our solutions by a key OEM, or our inability to attract new significant Tier 1 customers and OEMs would negatively impact our revenue and adversely affect our business, results of operations, and financial condition.
From time to time, these third parties are unable to perform these services on a timely or cost-effective basis, in sufficient volumes, or at all. In some cases, there are limited or no readily available satisfactory alternate providers.
We also rely on third-party providers to manufacture, assemble, and test certain components and products. From time to time, these third parties are unable to perform these services on a timely or cost-effective basis, in sufficient volumes, or at all. In some cases, there are limited or no readily available satisfactory alternate providers.
Our ADAS and autonomous driving solutions control various vehicle functions including engine, transmission, safety, steering, navigation, acceleration, and braking and therefore must be integrated effectively with the other systems of the vehicle developed by the OEM, our Tier 1 customers, and other suppliers, and we may be unable to achieve the requisite level of interoperability in a vehicle model for our solutions to be implemented even after a design win. 41 Table of Contents In connection with our design wins, we typically receive preliminary estimates from OEMs of their anticipated production volumes for the models relating to those design wins.
Our ADAS and autonomous driving solutions control various vehicle functions including engine, transmission, safety, steering, navigation, acceleration, and braking and therefore must be integrated effectively with the other systems of the vehicle developed by the OEM, our Tier 1 customers, and other suppliers, and we may be unable to achieve the requisite level of interoperability in a vehicle model for our solutions to be implemented even after a design win.
Risks Related to our Relationship with Intel and our Dual Class Structure The dual class structure of our common stock has the effect of concentrating voting control with Intel, and Intel will beneficially own shares of our Class B common stock, representing a majority of the shares of our common stock and approximately 98.6% of the voting power of our outstanding common stock as of December 28, 2024.
Risks Related to our Relationship with Intel and our Dual Class Structure The dual class structure of our common stock has the effect of concentrating voting control with Intel, and Intel beneficially owns shares of our Class A and Class B common stock, representing a majority of the shares of our common stock and approximately 97.3% of the voting power of our outstanding common stock as of December 27, 2025.
If our subsidiaries are unable to make sufficient distributions or advances to us, or if there are limitations on our ability to receive such distributions or advances, we may not have the cash resources necessary to conduct our corporate operations, which could adversely affect our business, results of operations, and financial condition.
If our subsidiaries are unable to make sufficient distributions or advances to us, or if there are limitations on our ability to receive such distributions or advances, we may not have the cash resources necessary to conduct our corporate operations, which could adversely affect our business, results of operations, and financial condition. 47 Table of Contents Risks Related to Privacy, Data, and Cybersecurity Interruptions to our information technology systems and networks and cybersecurity incidents could adversely affect our business, results of operations, and financial condition.
To compete successfully, we must maintain successful research and development efforts, develop new solutions, and improve our existing solutions, all ahead of competitors.
To compete successfully, we must maintain successful research and development efforts (including the design and development of next-generation EyeQ™ SoCs), develop and commercialize new solutions, and improve our existing solutions, all ahead of competitors.
For example, Professor Shashua is also the Chairman and co-founder of AI21 Labs, which works to use AI to understand and create natural language, the Co-Chairman and co-founder of OrCam, which harnesses computer vision and AI to assist the visually and hearing impaired, the Founder of One Zero Digital Bank, an entirely digital independent bank being developed in Israel, the Chairman and co-founder of Mentee Robotics, which aims to build humanoid robots, and the Sachs Chair in Computer Science at the Hebrew University of Jerusalem, where he teaches and supervises graduate students.
For example, Professor Shashua is also the Chairman and co-founder of AI21 Labs, which works to use AI to understand and create natural language, the Co-Chairman and co-founder of OrCam, which harnesses computer vision and AI to assist the visually and hearing impaired, the Founder of One Zero Digital Bank, an entirely digital independent bank being developed in Israel, the Chairman and co-founder of Mentee Robotics, which Mobileye acquired on February 3, 2026, a co-founder, CEO and director of AA-I Technologies, which is developing AI super intelligence for scientific and research applications, and the Sachs Chair in Computer Science at the Hebrew University of Jerusalem, where he teaches and supervises graduate students.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur COO has extensive experience in project management and cybersecurity, including from past roles with Verint - Systems and Cisco Systems as well as the establishment and management of the Company’s cybersecurity team prior to our CISO joining the Company.
Biggest changeOur COO has over 20 years of experience in project management and cybersecurity, including from past roles with Verint-Systems and Cisco Systems as well as the establishment and management of the Company’s cybersecurity team prior to our CISO joining the Company.
Our corporate cybersecurity risk management program is based on and audited against industry standards, including ISO 27001 for Information Security Management Systems (ISMS) and the automotive industry’s Trusted Information Security Assessment Exchange standard (TISAX). 69 Table of Contents Our corporate cybersecurity team is responsible for operating our cybersecurity risk management program.
Our corporate cybersecurity risk management program is based on and audited against industry standards, including ISO 27001 for Information Security Management Systems (ISMS) and the automotive industry’s Trusted Information Security Assessment Exchange standard (TISAX). 71 Table of Contents Our corporate cybersecurity team is responsible for operating our cybersecurity risk management program.
Both management and the Audit Committee also report material cybersecurity risks to our full board of directors, based on management’s assessment of risk. 70 Table of Contents In 2024, we did not identify any cybersecurity risks that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
Both management and the Audit Committee also report material cybersecurity risks to our full board of directors, based on management’s assessment of risk. 72 Table of Contents In 2025, we did not identify any cybersecurity risks that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeNo provision for the consolidated derivative action was recorded in the financial statements as of December 28, 2024. U.S. Patent Litigation On January 26, 2024, Facet Technology Corp. (“Facet”) sued Mobileye in the U.S. District Court for the Eastern District of Texas for allegedly infringing two patents. Captioned Facet Technology Corp. v.
Biggest changeThe parties stipulated and the court ordered that the plaintiffs’ amended complaint was due on January 23, 2026. On January 28, 2026, the Court entered a stipulation and order of voluntary dismissal with prejudice. No provision was recorded in the consolidated financial statements as of December 27, 2025. U.S. Patent Litigation On January 26, 2024, Facet Technology Corp.
Mobileye Global Inc., et al., 1:24-CV-00310 (S.D.N.Y.), was filed in the United States District Court for the Southern District of New York against Mobileye and certain of its current and former officers. Following the consolidation of the action with a substantively identical case, Le v.
Mobileye Global Inc., et al., 1:24-CV-00310 (S.D.N.Y.), was filed in the United States District Court for the Southern District of New York against Mobileye and certain of its current and former officers. Following consolidation of the action with a substantively identical case, Le v.
The second amended complaint also includes claims asserted by an additional plaintiff under Sections 11 and 15 of the Securities Act of 1933 on behalf of a putative class of purchasers of Mobileye Class A common stock offered in Mobileye’s June 5, 2023 secondary public offering.
The second amended complaint also includes claims asserted by an additional plaintiff under Sections 11 and 15 of the Securities Act of 1933 on behalf of a putative class of purchasers of Mobileye Class A common stock offered in Mobileye’s June 5, 2023 secondary offering.
An adverse outcome in certain of these proceedings could have a material adverse effect on our business, financial condition and results of operations, and could cause the market value of our common stock to decline. Legal Actions U.S. Class Action Securities Litigation. On January 16, 2024, a putative class action captioned McAuliffe v.
An adverse outcome in certain of these proceedings could have a material adverse effect on our business, financial condition and results of operations, and could cause the market value of our common stock to decline. 73 Table of Contents Legal Actions U.S. Class Action On January 16, 2024, a putative class action captioned McAuliffe v.
Derivative Action On April 12, 2024, a derivative lawsuit was filed against the members of the Mobileye Board of Directors and Intel Corporation, in its capacity as Mobileye’s controlling shareholder. Mobileye was also named as a nominal defendant.
District Court for the Southern District of New York On April 12, 2024, a derivative lawsuit was filed against the members of the Mobileye Board of Directors and Intel Corporation, in its capacity as Mobileye’s controlling shareholder. Mobileye was also named as a nominal defendant.
On November 7, 2024, Mobileye Vision Technologies Ltd. and Mobileye Inc., each a wholly-owned indirect subsidiary of Mobileye Global Inc., sued Facet Technology Corp. in the U.S. District Court of Minnesota seeking a declaratory judgement that the Mobileye plaintiffs do not infringe either patent. We intend to defend the matter vigorously.
On November 7, 2024, Mobileye Vision Technologies Ltd. and Mobileye Inc., sued Facet Technology Corp. in the U.S. District Court of Minnesota seeking a declaratory judgment that the Mobileye plaintiffs do not infringe either patent.
Mobileye was also named as a nominal defendant. On July 9th, 2024, this derivative action was consolidated with the derivative action originally filed on April 12, 2024 and the consolidated derivative action was stayed by the court pending resolution of the anticipated motion to dismiss in the consolidated securities action. We intend to defend the derivative claims vigorously.
On July 9, 2024, this derivative action was consolidated with the derivative action originally filed on April 12, 2024 and the consolidated derivative action was stayed by the court pending resolution of the anticipated motion to dismiss in the consolidated securities action.
Since May 24, 2024, the derivative action has been stayed by the court pending resolution of the anticipated motion to dismiss in the consolidated securities action. 71 Table of Contents On June 27, 2024, an additional derivative lawsuit was filed in the United States District Court for the Southern District of New York against certain members of the Mobileye Board of Directors, certain of Mobileye’s current and former officers, and Intel Corporation, in its capacity as Mobileye’s controlling shareholder.
On June 27, 2024, an additional derivative lawsuit was filed in the United States District Court for the Southern District of New York against certain members of the Mobileye Board of Directors, certain of Mobileye’s current and former officers, and Intel Corporation, in its capacity as Mobileye’s controlling shareholder. Mobileye was also named as a nominal defendant.
Mobileye Global, Inc. , the complaint alleges that certain Mobileye products directly and indirectly infringe both patents. The complaint seeks unspecified damages, a permanent injunction, and attorneys’ fees and costs. We have moved to dismiss the complaint for improper venue and await a ruling.
(“Facet”) sued Mobileye in the U.S. District Court for the Eastern District of Texas for allegedly infringing two patents. Captioned Facet Technology Corp. v. Mobileye Global, Inc., the complaint alleges that certain Mobileye products directly and indirectly infringe both patents. The complaint seeks unspecified damages, a permanent injunction, and attorneys’ fees and costs.
Mobileye and the individual defendants filed a motion to dismiss the second amended complaint on December 20, 2024. We intend to defend the matter vigorously. No provision was recorded in the financial statements as of December 28, 2024. U.S.
Mobileye and the individual defendants filed a motion to dismiss the second amended complaint on December 20, 2024. On January 24, 2025, the lead plaintiff filed a brief in opposition to Mobileye’s and the other named defendants’ motion to dismiss.
No provision was recorded in the financial statements as of December 28, 2024. ​ Item 4. Mine Safety Disclosures Not applicable. ​ 72 Table of Contents PART II
Mine Safety Disclosures Not applicable. ​ 75 Table of Contents PART II
Added
On February 21, 2025, Mobileye and the other named defendants jointly filed a brief in reply to the lead plaintiff’s opposition brief. On April 16, 2025 the Court granted the defendants’ motion and dismissed the second amended complaint in full without leave to amend, closing the case.
Added
On May 16, 2025, the lead plaintiff filed a notice of appeal with the U.S. Court of Appeals for the Second Circuit. On July 11, 2025, the lead plaintiff filed a brief in support of their appeal.
Added
On August 15, 2025, Mobileye and the named defendants filed their opposition brief, and on September 5, 2025, the appellants filed their reply brief in further support of the appeal. Oral argument was held on December 4, 2025. On December 16, 2025, the Second Circuit issued a summary order affirming the Court’s dismissal of the second amended complaint in full.
Added
The lead plaintiff has ninety days from the date of the summary order to file a writ of certiorari with the U.S. Supreme Court. We intend to defend the matter vigorously. No provision was recorded in the consolidated financial statements as of December 27, 2025. U.S. Derivative Action - U.S.
Added
Since May 24, 2024, the derivative action has been stayed by the court pending resolution of the anticipated motion to dismiss in the consolidated securities action.
Added
Following dismissal of the consolidated securities action, the Court ordered the parties to jointly propose a schedule for further proceedings by April 24, 2025. On April 25, 2025, the Court entered a stipulation and order of voluntary dismissal without prejudice. In the event the plaintiffs refile this lawsuit, we intend to continue defending the matter vigorously.
Added
No provision was recorded in the consolidated financial statements as of December 27, 2025. 74 Table of Contents U.S. Derivative Action - State of Delaware On May 6, 2025, a derivative lawsuit captioned Levitan et al. vs.
Added
Shashua et al. was filed in the State of Delaware’s Court of Chancery against certain current and former members of the Mobileye Board of Directors and against Intel Corporation, in its capacity as Mobileye’s controlling shareholder. Mobileye was also named as a nominal defendant.
Added
The complaint principally asserts claims for breach of fiduciary duty against the named director defendants and breach of fiduciary duty and unjust enrichment against Intel, alleging that the named director defendants and Intel should not have authorized Mobileye’s June 5, 2023 secondary offering given their purported knowledge of the alleged challenges facing the Company concerning customer demand and the buildup of excess inventory by Mobileye’s Tier 1 customers.
Added
The complaint seeks unspecified damages and other relief. On September 8, 2025, Mobileye, Intel Corporation and the named director defendants filed a motion to dismiss the complaint. Plaintiffs thereafter informed defendants that, rather than opposing the motion, they intended to file an amended complaint.
Added
On November 4, 2024, Mobileye filed a motion to dismiss asserting improper venue, which the court dismissed without prejudice to refile in view of an amended complaint filed by Facet, adding Mobileye Vision Technologies Ltd. and Mobileye Inc., each wholly-owned indirect subsidiaries of Mobileye Global Inc., as additional defendants.
Added
On March 5, 2025, the Patent Trial and Appeal Board (“PTAB”) of the US Patent and Trademark Office instituted two Inter Parte Review (IPR) proceedings filed by Mobileye Vision Technologies Ltd. against the patents asserted by Facet. On March 15, 2025, the parties agreed and the relevant courts entered orders staying all litigation pending the outcome of the both IPRs.
Added
On January 23, 2026, the PTAB issued final written decisions in both IPRs, finding some claims unpatentable and permitting some claims to survive. For the claims asserted against Mobileye in district court, the PTAB ruled in Mobileye’s favor on all claims except a single claim of one patent. Both parties have until February 23, 2026 to request Director Review.
Added
If no request for Director Review is filed, the parties have until March 27, 2026 to file a notice of appeal with the Court of Appeals for the Federal Circuit. We intend to defend the matter vigorously. No provision was recorded in the consolidated financial statements as of December 27, 2025. ​ Item 4.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePerformance Graph The following performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Mobileye under the Securities Act or the Exchange Act. 73 Table of Contents The following graph compares the cumulative total stockholder return on our Class A common stock with the comparable cumulative return of the NASDAQ Composite index and PHLX Semiconductor index.
Biggest changePerformance Graph The following performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Mobileye under the Securities Act or the Exchange Act.
The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our Class A common stock. *$100 invested at the closing price on the first day of trading on October 26, 2022 of Mobileye Class A common stock and in indices, including reinvestment of dividends.
The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our Class A common stock. ​ 76 Table of Contents ​ *$100 invested at the closing price on the first day of trading on October 26, 2022 of Mobileye Class A common stock and in indices, including reinvestment of dividends.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our Class A common stock is listed on Nasdaq under the symbol “MBLY.” Our Class B common stock is not listed nor traded on any stock exchange.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our Class A common stock is listed on Nasdaq under the symbol “MBLY”. Our Class B common stock is not listed nor traded on any stock exchange.
On January 31, 2025, there was 1 stockholder of record of our Class A common stock and 1 stockholder of record of our Class B common stock. The number of record holders does not include persons who held shares of our Class A common stock in nominee or “street name” accounts through brokers.
On February 3, 2026, there were 5 stockholders of record of our Class A common stock and 1 stockholder of record of our Class B common stock. The number of record holders does not include persons who held shares of our Class A common stock in nominee or “street name” accounts through brokers.
Added
The following graph compares the cumulative total stockholder return on our Class A common stock with the comparable cumulative return of the NASDAQ Composite index and PHLX Semiconductor index.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeCertain net operating losses and tax credit carry-forward tax attributes generated by the Company that have been utilized as part of Intel’s consolidated income tax return filings, but have not been utilized by the Company under the separate return method approach, have been reflected in the consolidated financial statements because the Company will recognize a benefit based on the separate return method when determined to be realizable. 81 Table of Contents Results of Operations The following table sets forth our results of operations in dollars and as a percentage of revenue for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 28, December 30, December 31, ​ ​ ​ 2024 2023 2022 U.S. dollars in millions ​ Amount % of Revenue ​ Amount % of Revenue ​ Amount % of Revenue Revenue ​ $ 1,654 100 % $ 2,079 100 % $ 1,869 100 % Cost of revenue ​ 913 55 % 1,032 50 % 947 51 % Gross profit ​ 741 45 % 1,047 50 % 922 49 % Operating expenses: ​ ​ ​ ​ ​ ​ ​ Research and development, net ​ 1,083 65 % 889 43 % 789 42 % Sales and marketing ​ 118 7 % 118 6 % 120 6 % General and administrative ​ 70 4 % 73 4 % 50 3 % Goodwill impairment ​ ​ 2,695 ​ 163 % ​ — ​ — % ​ — ​ — % Total operating expenses ​ 3,966 240 % 1,080 52 % 959 51 % Operating income (loss) ​ $ (3,225) (195) % $ (33) (2) % $ (37) (2) % Interest income (expense) with related party, net and other financial income (expense), net ​ 62 4 % 49 2 % 5 — % Income (loss) before income taxes ​ (3,163) (191) % 16 1 % (32) (2) % Benefit (provision) for income taxes ​ 73 4 % (43) (2) % (50) (3) % Net income (loss) ​ $ (3,090) (187) % $ (27) (1) % $ (82) (4) % (1) Includes amortization of acquired intangible assets, as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 28, December 30, December 31, U.S. dollars in millions ​ 2024 ​ 2023 ​ 2022 Cost of revenue ​ $ 376 ​ $ 406 ​ $ 469 Sales and marketing ​ 68 ​ 68 ​ 75 Total amortization of acquired intangible assets ​ $ 444 ​ $ 474 ​ $ 544 (2) Includes share-based compensation expense, as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 28, December 30, December 31, U.S. dollars in millions ​ 2024 ​ 2023 ​ 2022 Cost of revenue ​ $ 2 ​ $ 2 ​ $ 2 Research and development, net ​ 244 ​ 212 ​ 153 Sales and marketing ​ 6 ​ 7 ​ 5 General and administrative ​ 27 ​ 31 ​ 14 Total share-based compensation ​ $ 279 ​ $ 252 ​ $ 174 ​ Comparison of the years ended December 28, 2024 and December 30, 2023 Revenue In 2024, revenue was $1,654 million, down $425 million, or 20%, compared to 2023.
Biggest changeResults of Operations The following table sets forth our results of operations in dollars and as a percentage of revenue for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 27, ​ ​ ​ December 28, ​ ​ ​ December 30, ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 U.S. dollars in millions ​ Amount ​ ​ ​ % of Revenue ​ Amount ​ ​ ​ % of Revenue ​ Amount ​ ​ ​ % of Revenue Revenue ​ $ 1,894 100 % $ 1,654 100 % $ 2,079 100 % Cost of revenue ​ 990 52 % 913 55 % 1,032 50 % Gross profit ​ 904 48 % 741 45 % 1,047 50 % Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development, net ​ 1,151 61 % 1,083 65 % 889 43 % Sales and marketing ​ 113 6 % 118 7 % 118 6 % General and administrative ​ 80 4 % 70 4 % 73 4 % Goodwill impairment ​ ​ — ​ — % ​ 2,695 ​ 163 % ​ — ​ — % Total operating expenses ​ 1,344 71 % 3,966 240 % 1,080 52 % Operating income (loss) ​ $ (440) (23) % $ (3,225) (195) % $ (33) (2) % Financial income (expense), net ​ 63 3 % 62 4 % 49 2 % Income (loss) before income taxes ​ (377) (20) % (3,163) (191) % 16 1 % Benefit (provision) for income taxes ​ (15) (1) % 73 4 % (43) (2) % Net income (loss) ​ $ (392) (21) % $ (3,090) (187) % $ (27) (1) % (1) Includes amortization of acquired intangible assets, as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ December 27, ​ ​ ​ December 28, ​ ​ ​ December 30, U.S. dollars in millions ​ 2025 ​ 2024 ​ 2023 Cost of revenue ​ $ 377 ​ $ 376 ​ $ 406 Sales and marketing ​ 66 ​ 68 ​ 68 Total amortization of acquired intangible assets ​ $ 443 ​ $ 444 ​ $ 474 (2) Includes share-based compensation expense, as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ December 27, ​ ​ ​ December 28, ​ ​ ​ December 30, U.S. dollars in millions ​ 2025 ​ 2024 ​ 2023 Cost of revenue ​ $ 2 ​ $ 2 ​ $ 2 Research and development, net ​ 239 ​ 244 ​ 212 Sales and marketing ​ 6 ​ 6 ​ 7 General and administrative ​ 30 ​ 27 ​ 31 Total share-based compensation ​ $ 277 ​ $ 279 ​ $ 252 ​ 86 Table of Contents Comparison of the years ended December 27, 2025 and December 28, 2024 Revenue In 2025, revenue was $1,894 million, up $240 million, or 15%, compared to 2024.
In addition, the OECD announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax in 2021, which calls for the taxation of large multinational corporations at a minimum rate of 15%. Subsequently, multiple sets of administrative guidance have been issued.
In addition, in 2021, the OECD announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15%. Subsequently, multiple sets of administrative guidance have been issued.
Adjusted Net Income We define Adjusted Net Income as net income (loss) presented in accordance with GAAP, adjusted to exclude amortization of acquisition related intangibles, share-based compensation expenses and impairment of goodwill, as well as the related income tax effects.
Adjusted Net Income (Loss) We define Adjusted Net Income (Loss) as net income (loss) presented in accordance with GAAP, adjusted to exclude amortization of acquisition related intangibles and share-based compensation expenses and impairment of goodwill, as well as the related income tax effects.
We believe that these non-GAAP financial measures, when taken collectively, may be helpful to investors because they allow for greater transparency into what measures our management uses in operating our business and measuring our performance, and enable comparison of financial trends and results between periods where items may vary independent of business performance.
We believe that these non-GAAP financial measures, when taken collectively, may be helpful to investors because they allow for greater transparency into what measures our management (and Intel’s management) uses in operating our business and measuring our performance, and enable comparison of financial trends and results between periods where items may vary independent of business performance.
As we develop and sell full systems that include hardware beyond EyeQ ™ SoCs, we expect that our gross margin will decrease over time because of the greater hardware content included in our solutions.
As we develop and sell full systems that include hardware beyond EyeQ™ SoCs, we expect that our Gross Margin and Adjusted Gross Margin will decrease over time because of the greater hardware content included in our solutions.
Historically, grants of share-based compensation to our employees were made pursuant to Intel’s employee equity incentive plans, and such historical grants will continue based on their original vesting schedules.
Historically, grants of share-based compensation to our employees were made pursuant to Intel’s employee equity incentive plans, and such historical grants will continue to be based on their original vesting schedules.
While automotive production has now recovered to approximately 2019 levels, current uncertain economic conditions inflation may contribute to a reduction in consumer demand.
While automotive production has now recovered to approximately 2019 levels, current uncertain economic conditions and inflation may contribute to a reduction in consumer demand.
To fund our cash requirements in the ordinary course of business, we anticipate that we will continue to primarily rely on operating cash flows, supplemented by our total cash and cash equivalents. We expect our total capital expenditures for 2025 to be higher compared to our total capital expenditures in 2024.
To fund our cash requirements in the ordinary course of business, we anticipate that we will continue to primarily rely on operating cash flows, supplemented by our total cash and cash equivalents. We expect our total capital expenditures for 2026 to be higher compared to our total capital expenditures in 2025.
We expect that our development of software-defined imaging radar will provide a significant cost advantage by eliminating the need for multiple high-cost lidars around the vehicle and require only a single front-facing lidar, significantly lowering the overall cost of the required sensors compared to solutions that use lidar centric or lidar-only systems. 76 Table of Contents Regulation for ADAS and autonomous driving solutions .
We expect that our software-defined imaging radar will provide a significant cost advantage by eliminating the need for multiple high-cost lidars around the vehicle and require only a single front-facing lidar, significantly lowering the overall cost of the required sensors compared to solutions that use lidar centric or lidar-only systems. 81 Table of Contents Regulation for ADAS and autonomous driving solutions.
We typically have visibility into the number of models that are expected to include our products at least two to three years in advance based on OEM information provided during the sourcing and nomination process, although there is no contractual commitment by the OEM to purchase particular volumes, and programs are subject to changes with respect to timing and volumes.
We typically have visibility into the number of models that are expected to include our products at least two to three years in advance based on OEM information provided during the sourcing and nomination process, although there is no contractual commitment 79 Table of Contents by the OEM to purchase particular volumes, and programs are subject to changes with respect to timing and volumes.
Sales of our SuperVision ™ product represented the majority of the remainder of our revenue for both 2024 and 2023. Revenue from the sale of our EyeQ ™ products and SuperVision ™ products is recognized at the time of product shipment from our facilities, as determined by the agreed-upon shipping terms.
Sales of our SuperVision™ product represented the majority of the remainder of our revenue for both 2025 and 2024. Revenue from the sale of our EyeQ™ products and SuperVision™ products is recognized at the time of product shipment from our facilities, as determined by the agreed-upon shipping terms.
The tax benefits recognized in the financial statements from such positions are measured based on the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits within the provision for (benefit from) taxes on the Consolidated Statements of Income.
The tax benefits recognized in the financial statements from such positions are measured based on the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits within the Benefit (provision) for income taxes on the Consolidated Statements of Operations and Comprehensive Income (Loss).
The Company also assesses the reasonableness of the estimated fair value of the reporting unit by comparison to its market capitalization, including consideration of expected acquirer synergies, control premium, and the current market.
The Company also assessed the reasonableness of the estimated fair value of the reporting unit by comparison to its market capitalization, including consideration of expected acquirer synergies, control premium, and the current market.
As a result, we are substantially reliant on timely shipments of EyeQ ™ SoCs from STMicroelectronics and ECUs from Quanta Computer (or other suppliers) to fulfill customer orders and if such a shortfall of chips or ECUs were to occur, we may be unable to offset future supply constraints through the use of inventory on hand.
As a result, we are substantially reliant on timely shipments of EyeQ™ SoCs from STMicroelectronics and ECUs from Quanta Computer (or other suppliers) and may in the future become reliant on additional suppliers such as TSMC, to fulfill customer orders and if such a shortfall of chips or ECUs were to occur, we may be unable to offset future supply constraints through the use of inventory on hand.
The vast majority of this excess inventory was consumed to satisfy demand in the first half of 2024. This was offset by a slight increase in SuperVision ™ related revenue. 82 Table of Contents Cost of Revenue In 2024, our cost of revenue decreased by $119 million, or 12%, compared to 2023.
The vast majority of this excess inventory was consumed to satisfy demand in the first half of 2024. This was offset by a slight increase in SuperVision™ related revenue. Cost of Revenue In 2024, our cost of revenue decreased by $119 million, or 12%, compared to 2023.
Although we cannot fully predict the length and the severity of the impact these pressures will have on a long-term basis, we do not anticipate that our current supply chain constraints would materially adversely affect our results of operations, capital resources, sales, profits, and liquidity on a long-term basis. Public company expenses.
Although we cannot fully predict the length and the severity of the impact these pressures will have on a long-term basis, we do not anticipate that our current supply chain constraints would materially adversely affect our results of operations, capital resources, sales, profits, and liquidity on a long-term basis. Equity compensation expenses.
The participation reimbursement that we receive does not depend on whether there are future benefits from the project. All intellectual property generated from these arrangements are exclusively owned by us. 79 Table of Contents We intend to continue our significant investment in research and development activities to attain our strategic objectives.
The participation reimbursement that we receive does not depend on whether there are future benefits from the project. All intellectual property generated from these arrangements are exclusively owned by us. We intend to continue our significant investment in research and development activities to attain our strategic objectives.
Because of the complex nature of our products and the need to customize and validate a product and to integrate it into the OEM’s overall ADAS system, we also have strong direct relationships with the OEMs. EyeQ ™ SoC sales represented approximately 86% and 89% of our revenue for the years 2024 and 2023, respectively.
Because of the complex nature of our products and the need to customize and validate a product and to integrate it into the OEM’s overall ADAS system, we also have strong direct relationships with the OEMs. EyeQ™ SoC sales represented approximately 91% and 86% of our revenue for the years 2025 and 2024, respectively.
The quantitative impairment test estimates the fair value of the reporting unit using an income approach. Significant inputs and assumptions incorporated in the valuation include business projections, terminal growth rate, and discount rate based on the reporting unit’s weighted average cost of capital.
The quantitative impairment test estimated the fair value of the reporting unit using an income approach. Significant inputs and assumptions incorporated in the valuation included business projections, terminal growth rate, and discount rate based on the reporting unit’s weighted average cost of capital.
We believe our ability to continue to develop and design highly advanced and cost-efficient ADAS and AV solutions will position us to extend our technology leadership and encourage greater adoption of our solutions by enabling greater levels of autonomy.
Investment in technology leadership and product development. We believe our ability to continue to develop and design highly advanced and cost-efficient ADAS and AV solutions will position us to extend our technology leadership and encourage greater adoption of our solutions by enabling greater levels of autonomy.
General and Administrative Expenses General and administrative expenses in 2024 decreased by $3 million, or 4%, compared to 2023. This decrease was mainly due to a decrease in legal and corporate expenses. Goodwill Impairment Goodwill impairment expenses were $2,695 million in 2024 and zero in 2023.
General and Administrative Expenses General and administrative expenses in 2024 decreased by $3 million, or 4%, compared to 2023. This decrease was mainly due to a decrease in legal and corporate expenses. 88 Table of Contents Goodwill Impairment Goodwill impairment expenses were $2,695 million in 2024 and zero in 2023.
For additional information regarding income taxes, see Note 8 of the Notes to the Consolidated Financial Statements. New Accounting Pronouncements See “Note 2: Significant Accounting Policies” to our consolidated financial statements included elsewhere in this report for information on new accounting pronouncements.
For additional information regarding income taxes, see Note 8 to the Consolidated Financial Statements included in this report. New Accounting Pronouncements See “Note 2 - Significant Accounting Policies” to our consolidated financial statements included elsewhere in this report for information on new accounting pronouncements. 96 Table of Contents
Our capital expenditures have related mainly to data storage and other computer related equipment, expenditure related to research and development projects and to the construction of new sites and were $81 million and $98 million for 2024 and 2023, respectively.
Our capital expenditures have related mainly to data storage and other computer related equipment, expenditure related to research and development projects and to the construction of new sites were $79 million and $81 million for 2025 and 2024, respectively.
The valuation allowance for the years presented in our consolidated financial statements primarily relates to U.S. branch deferred tax assets not currently expected to be realized given that we have sustained recent losses based on the separate return method.
The valuation allowance for the years presented in our consolidated financial statements primarily relates to U.S. branch deferred tax assets not currently expected to be realized given that we have sustained recent losses.
As a result of our relationship with Intel, we have access to unique and differentiating technologies. For example, we may license certain technologies from Intel that support the design and development of our software-defined imaging radar, including Intel’s mmWave technologies.
Our close partnership with Intel exists on multiple fronts. As a result of our relationship with Intel, we have access to unique and differentiating technologies. For example, we may license certain technologies from Intel that support the design and development of our software-defined imaging radar, including Intel’s mmWave technologies.
Financing activities Net cash used in financing activities in 2024 and 2023 was $66 million and $100 million, respectively, consisting of share-based compensation recharge payments made to Intel.
Financing activities Net cash used in financing activities in 2025 was $106 million, consisting of the $100 million Share Repurchase from Intel and share-based compensation recharge payments made to Intel. Net cash used in financing activities in 2024 and 2023 was $66 million and $100 million, respectively, consisting of share-based compensation recharge payments made to Intel.
Any differences between taxes currently payable to Intel under the Tax Sharing Agreement and the current tax provision computed on a separate return basis, is reflected as adjustments to additional paid-in capital in the consolidated statement of shareholders’ equity and financing activities within the consolidated statement of cash flows.
For periods prior to the Tax Deconsolidation, any differences between taxes currently payable to Intel under the Tax Sharing Agreement and the current tax provision computed on a separate return basis, were reflected as adjustments to additional paid-in capital in the consolidated statement of changes in equity and financing activities within the consolidated statement of cash flows.
Adjusted Operating Income and Margin We define Adjusted Operating Income as operating income (loss) presented in accordance with GAAP, adjusted to exclude amortization of acquisition related intangibles, share-based compensation expenses and impairment of goodwill. Operating margin is calculated as operating income (loss) divided by total revenue, and Adjusted Operating Margin is calculated as Adjusted Operating Income divided by total revenue.
Adjusted Operating Income (Loss) and Margin We define Adjusted Operating Income (Loss) as operating income (loss) presented in accordance with GAAP, adjusted to exclude amortization of acquisition related intangibles and share-based compensation expenses and impairment of goodwill.
We have also established relationships with several suppliers, such as Quanta Computer, to develop and assemble our ECUs, including the design for our Mobileye SuperVision ™ , which includes our EyeQ ™ 5 and EyeQ ™ 6 SoCs manufactured by STMicroelectronics. Our close partnership with Intel exists on multiple fronts.
We have also established relationships with several suppliers, such as Quanta Computer, to develop and assemble our ECUs, including the design for our Mobileye SuperVision™, which includes our EyeQ™5 SoCs manufactured by STMicroelectronics.
This increase was mainly due to an increase in interest earned on short term bank deposits, a decrease in exchange rate differences expense and income from fair value revaluation of equity investments executed during 2024. Benefit (Provision) for Income Tax In 2024, benefit for income tax was $73 million, compared to a $(43) million provision for income tax in 2023.
Financial Income (Expense), net Financial income (expense), net in 2024, was $62 million compared to $49 million in 2023. This increase was mainly due to an increase in interest earned on short term bank deposits, a decrease in exchange rate differences expense and income from fair value revaluation of equity investments executed during 2024.
Other financial income (expense), net, consists primarily of income related to investments in money market funds, as well as income from short term deposits, fair value revaluation of equity investments and fluctuations in value due to foreign exchange differences between our monetary assets and liabilities denominated in New Israeli Shekels and to a much lesser extent, the Euro, the Chinese Yuan, the Japanese Yen, and other currencies. 80 Table of Contents Benefit (provision) for income taxes Benefit (provision) for income taxes consists primarily of income taxes related to the United States, Israel and other foreign jurisdictions in which we conduct business.
Financial Income (Expense), net Financial income (expense), net, consists primarily of income related to investments in money market funds, as well as income from short term deposits, fair value revaluation of equity investments and fluctuations in value due to foreign exchange differences between our monetary assets and liabilities denominated in New Israeli Shekels and to a much lesser extent, the Euro, the Chinese Yuan, the Japanese Yen, and other currencies.
Set forth below is the reconciliation of operating income (loss) to Adjusted Operating Income and the calculations of Operating Margin and Adjusted Operating Margin: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 28, ​ December 30, ​ December 31, ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ % of ​ ​ % of ​ ​ % of U.S. dollars in millions ​ Amount ​ Revenue ​ Amount ​ Revenue ​ Amount ​ Revenue Operating income (loss) and operating margin ​ $ (3,225) (195) % $ (33) (2) % $ (37) (2) % Add: Amortization of acquired intangible assets ​ 444 27 % 474 23 % 544 29 % Add: Share-based compensation expense ​ 279 17 % 252 12 % 174 9 % Add: Expenses related to the IPO ​ — — % — — % 4 — % Add: Goodwill impairment ​ ​ 2,695 ​ 163 % ​ — ​ — % ​ — ​ — % Adjusted operating income and margin ​ $ 193 12 % $ 693 33 % $ 685 37 % ​ 88 Table of Contents Our operating loss increased by $3,192 million in 2024 compared to 2023, mainly as a result of a goodwill impairment loss recognized during the third quarter of 2024.
Set forth below is the reconciliation of operating income (loss) to Adjusted Operating Income (Loss) and the calculations of Operating Margin and Adjusted Operating Margin: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 27, ​ December 28, ​ December 30, ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ ​ ​ % of U.S. dollars in millions ​ Amount ​ Revenue ​ Amount ​ Revenue ​ Amount ​ Revenue Operating Income (Loss) and Margin ​ $ (440) (23) % $ (3,225) (195) % $ (33) (2) % Add: Amortization of acquired intangible assets ​ 443 23 % 444 27 % 474 23 % Add: Share-based compensation expense ​ 277 15 % 279 17 % 252 12 % Add: Goodwill impairment ​ ​ — ​ — % ​ 2,695 ​ 163 % ​ — ​ — % Adjusted Operating Income (Loss) and Margin ​ $ 280 15 % $ 193 12 % $ 693 33 % ​ 92 Table of Contents Our operating loss decreased by $2,785 million in 2025 compared to 2024, and increased by $3,192 million in 2024 compared to 2023, mainly as a result of the goodwill impairment loss recognized during the third quarter of 2024.
We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized.
We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized. Use of the term “more likely than not” indicates the likelihood of occurrence is greater than 50%.
The revenue that we may recognize in any given year is attributable to program design wins in previous years. We partner with STMicroelectronics, a leading supplier and innovator of semiconductor devices for automotive applications, in manufacturing, design, and research and development.
The revenue that we may recognize in any given year is attributable to program design wins in previous years. We partner with STMicroelectronics, a leading supplier and innovator of semiconductor devices for automotive applications, in manufacturing, design, and research and development. We have co-developed six generations of our automotive grade SoC, EyeQ™, with STMicroelectronics including EyeQ™5 and EyeQ™6.
Adjusted Gross Margin is calculated as Adjusted Gross Profit divided by total revenue. 87 Table of Contents Set forth below is the reconciliation of gross profit to Adjusted Gross Profit and the calculations of gross margin and Adjusted Gross Margin: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 28, ​ December 30, ​ December 31, ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ % of ​ % of ​ % of U.S. dollars in millions ​ Amount ​ Revenue ​ Amount ​ Revenue ​ Amount ​ Revenue Gross profit and margin ​ $ 741 45 % $ 1,047 50 % $ 922 49 % Add: Amortization of acquired intangible assets ​ 376 23 % 406 20 % 469 25 % Add: Share-based compensation expense ​ 2 — % 2 — % 2 — % Adjusted gross profit and margin ​ $ 1,119 68 % $ 1,455 70 % $ 1,393 75 % ​ Our Gross Margin (gross profit as a percentage of revenue) and Adjusted Gross Margin (adjusted gross profit as a percentage of revenue) reflect the high value-added nature of our solutions.
Set forth below is the reconciliation of gross profit to Adjusted Gross Profit and the calculations of Gross Margin and Adjusted Gross Margin: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 27, ​ December 28, ​ December 30, ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ ​ % of U.S. dollars in millions ​ Amount ​ Revenue ​ Amount ​ Revenue ​ Amount ​ Revenue Gross Profit and Margin ​ $ 904 48 % $ 741 45 % $ 1,047 50 % Add: Amortization of acquired intangible assets ​ 377 20 % 376 23 % 406 20 % Add: Share-based compensation expense ​ 2 — % 2 — % 2 — % Adjusted Gross Profit and Margin ​ $ 1,283 68 % $ 1,119 68 % $ 1,455 70 % ​ Our Gross Margin (gross profit as a percentage of revenue) and Adjusted Gross Margin (Adjusted Gross Profit as a percentage of revenue) reflect the high value-added nature of our solutions.
Consumer adoption of our ADAS and autonomous driving solutions . Our financial performance is in part driven by public awareness and demand for ADAS solutions. Over time we expect autonomous driving solutions to contribute meaningfully to our revenue growth. As a result, consumers’ demand for, and willingness to adopt, ADAS and autonomous driving technologies will significantly impact our financial performance.
Consumer adoption of our ADAS and autonomous driving solutions. Our financial performance is in part driven by public awareness and demand for ADAS solutions. Over time we expect autonomous driving solutions to contribute meaningfully to our revenue growth.
Set forth below is the reconciliation of net income (loss) to Adjusted Net Income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 28, ​ December 30, ​ December 31, ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ ​ % of ​ ​ ​ ​ % of ​ ​ ​ ​ % of U.S. dollars in millions ​ Amount ​ Revenue ​ Amount ​ Revenue ​ Amount ​ Revenue Net income (loss) ​ $ (3,090) (187) % $ (27) (1) % $ (82) (4) % Add: Amortization of acquired intangible assets ​ 444 27 % 474 23 % 544 29 % Add: Share-based compensation expense ​ 279 17 % 252 12 % 174 9 % Add: Expenses related to the Mobileye IPO ​ — — % — — % 4 — % Add: Goodwill impairment ​ ​ 2,695 ​ 163 % ​ — ​ — % ​ — ​ — % Less: Income tax effects ​ (123) (7) % (40) (2) % (35) (2) % Adjusted net income ​ $ 205 12 % $ 659 32 % $ 605 32 % ​ Our Net Loss increased by $3,063 million in 2024 compared to 2023, primarily due to a goodwill impairment loss recognized during the third quarter of 2024.
Set forth below is the reconciliation of net income (loss) to Adjusted Net Income (Loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 27, ​ December 28, ​ December 30, ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ % of ​ ​ ​ ​ % of U.S. dollars in millions ​ Amount ​ Revenue ​ Amount ​ Revenue ​ Amount ​ Revenue Net Income (Loss) ​ $ (392) (21) % $ (3,090) (187) % $ (27) (1) % Add: Amortization of acquired intangible assets ​ 443 23 % 444 27 % 474 23 % Add: Share-based compensation expense ​ 277 15 % 279 17 % 252 12 % Add: Goodwill impairment ​ ​ — ​ — % ​ 2,695 ​ 163 % ​ — ​ — % Less: Income tax effects ​ (42) (2) % (123) (7) % (40) (2) % Adjusted Net Income (Loss) ​ $ 286 15 % $ 205 12 % $ 659 32 % ​ Our net loss decreased by $2,698 million in 2025 compared to 2024, and increased by $3,063 million in 2024 compared to 2023, primarily due to the goodwill impairment loss recognized during the third quarter of 2024.
However, as a result of a higher expected selling price for such systems, we expect our gross profit per unit will increase on a dollar basis. Our Adjusted Gross Margin decreased from 70% for 2023 to 68% for 2024.
However, as a result of a higher expected selling price for such systems, we expect our gross profit per unit will increase on a dollar basis. Our Adjusted Gross Margin was 68% both in 2024 and in 2025.
Our Adjusted Operating Income decreased by $500 million in 2024 compared to 2023, primarily due to a reduction in revenue, and an increase in operating expenses.
Our Adjusted Operating Income increased by $87 million in 2025 compared to 2024, primarily due to an increase in adjusted gross profit, partially offset by higher operating expenses. Our Adjusted Operating Income decreased by $500 million in 2024 compared to 2023, primarily due to a reduction in revenue, and an increase in operating expenses.
Our Adjusted Net Income decreased by $454 million in 2024 compared to 2023, primarily due to a reduction in revenue, and an increase in research and development expenses.
Our Adjusted Net Income increased by $81 million in 2025 compared to 2024, primarily due to an increase in adjusted gross profit, partially offset by higher operating expenses. Our Adjusted Net Income decreased by $454 million in 2024 compared to 2023, primarily due to a reduction in revenue, and an increase in research and development expenses.
The decrease was primarily due to the downward impact of the increased cost per unit of our EyeQ ™ SoCs due to mix effects. The decrease was also related to higher percentage of revenue attributable to Supervision ™ . Our Adjusted Gross Margin decreased from 75% for 2022 to 70% for 2023.
The decrease was primarily due to the downward impact of the increased cost per unit of our EyeQ™ SoCs due to mix effects. The decrease was also related to higher percentage of revenue attributable to SuperVision™.
As we develop, bundle, and sell full systems that include third-party hardware beyond EyeQ ™ SoCs, we expect that our gross margin will decrease on a percentage basis because of the greater third-party hardware content.
As we develop, bundle, and sell full systems that include third-party hardware beyond EyeQ™ SoCs, we expect that our gross margin will decrease on a percentage basis because of the greater third-party hardware content. However, as a result of a higher expected selling price for such systems, we expect our gross profit per unit will increase on a dollar basis.
Our Adjusted Operating Margin decreased from 33% in 2023 to 12% in 2024, primarily due to a higher operating expenses on a lower revenue base, in addition to lower adjusted gross margin. Our Adjusted Operating Margin decreased from 37% in 2022 to 33% in 2023, primarily due to a decrease in our Adjusted Gross Margin.
Our Adjusted Operating Margin increased from 12% in 2024 to 15% in 2025, primarily due to a lower impact of operating expenses as a percentage of revenue. Our Adjusted Operating Margin decreased from 33% in 2023 to 12% in 2024, primarily due to a higher operating expenses on a lower revenue base, in addition to lower Adjusted Gross Margin.
The financial results for us reported by Intel in its segment reporting may differ from our standalone financial results primarily due to Intel’s reporting of expenses related to certain corporate overhead functions and differences in the materiality thresholds applied to prepare consolidated financial results for Intel and for Mobileye on a standalone basis.
The financial results for us reported by Intel in its segment reporting may differ from our standalone financial results primarily due to Intel’s reporting of expenses related to certain corporate overhead functions and differences in the materiality thresholds applied to prepare consolidated financial results for Intel and for Mobileye on a standalone basis. 83 Table of Contents Components of Results of Operations Revenue We currently derive substantially all of our revenue from our commercially deployed ADAS solutions including our Premium ADAS solutions.
For example, we use these non-GAAP financial measures to assess our pricing and sourcing strategy, in the preparation of our annual operating budget, and as a measure of our operating performance.
We use such non-GAAP financial measures to make strategic decisions, establish business plans and forecasts, identify trends affecting our business, and evaluate performance. For example, we use these non-GAAP financial measures to assess our pricing and sourcing strategy, in the preparation of our annual operating budget, and as a measure of our operating performance.
Our co-founder, Professor Amnon Shashua, is our President and Chief Executive Officer. In 2014, we completed an initial public offering as a foreign private issuer and traded under the symbol MBLY on the New York Stock Exchange. Intel acquired Mobileye for $15.3 billion in 2017, after which we became a wholly-owned subsidiary of Intel.
In 2014, we completed an initial public offering as a foreign private issuer and traded under the symbol “MBLY” on the New York Stock Exchange. Intel acquired Mobileye for $15.3 billion in 2017, after which we became a wholly-owned subsidiary of Intel. We completed the Reorganization and Mobileye IPO in October 2022.
The results of the impairment analysis indicated that the fair value of the Mobileye reporting unit was below its carrying amount and therefore a non-cash impairment loss of $2,695 million ($2,613 million, net of tax), was recognized in the Consolidated Statements of Operations.
The results of the impairment analysis in 2024 indicated that the fair value of the Mobileye reporting unit was below its carrying amount and therefore a non-cash impairment loss of $2,695 million was recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). During the fourth quarter of 2024, we completed our annual impairment assessment.
During the third quarter of 2024, the Company performed an interim quantitative goodwill impairment analysis for the “Mobileye” reporting unit due to the recent decline in the share price of the Company’s Class A common stock and the corresponding decline in market capitalization, as well as macroeconomic and industry factors.
The estimated fair value using a market approach is based on a number of assumptions, including current market capitalization as corroboration of fair value. 94 Table of Contents 2024 Goodwill Impairment Test During the third quarter of 2024, the Company performed an interim quantitative goodwill impairment analysis for the “Mobileye” reporting unit due to a then recent decline in the share price of the Company’s Class A common stock and the corresponding decline in market capitalization, as well as macroeconomic and industry factors.
Additional program design wins for production programs are important to our future revenue growth. However, the revenue generated by each design win and the time necessary to achieve a design win can vary significantly.
Global OEMs are continuously looking for innovative ways to improve the customer appeal and safety of their vehicles. Additional program design wins for production programs are important to our future revenue growth. However, the revenue generated by each design win and the time necessary to achieve a design win can vary significantly.
A quantitative impairment test is only required if we determine, based on the qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying amount.
A quantitative impairment test is only required if we determine, based on the qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Qualitative factors include industry and market considerations, overall financial performance, and other relevant events and factors affecting the reporting unit.
This was mostly offset by an increase of $3,063 million in net loss, which was adjusted by $2,695 million of non-cash goodwill impairment loss.
This was mostly offset by an increase of $3,063 million in net loss, which was adjusted by $2,695 million of non-cash goodwill impairment loss. Investing activities Net cash used in investing activities in 2025 was $91 million, consisting of capital expenditures and debt investments.
Cash Flows The following table sets forth certain consolidated statements of cash flow data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 28, December 30, December 31, U.S. dollars in millions 2024 2023 2022 Net cash provided by operating activities ​ $ 400 ​ $ 394 ​ $ 546 Net cash provided by (used in) investing activities ​ (120) ​ (98) ​ 1,187 Net cash provided by (used in) financing activities ​ (66) ​ (100) ​ (1,317) Effect of foreign exchange rate changes on cash and cash equivalents ​ (2) ​ (5) ​ (6) Increase in cash, cash equivalents and restricted cash ​ $ 212 ​ $ 191 ​ $ 410 ​ Operating activities For 2024 compared to 2023, the $6 million increase in cash provided by operating activities was mainly due to a lower increase in inventories compared to prior year period during which the company rebuilt its strategic inventory of EyeQ chips and a decrease in accounts receivable due to reduction in revenue.
Cash Flows The following table sets forth certain consolidated statements of cash flow data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ December 27, ​ ​ ​ December 28, ​ ​ ​ December 30, U.S. dollars in millions 2025 ​ 2024 ​ 2023 Net cash provided by operating activities ​ $ 602 ​ $ 400 ​ $ 394 Net cash used in investing activities ​ (91) ​ (120) ​ (98) Net cash used in financing activities ​ (106) ​ (66) ​ (100) Effect of foreign exchange rate changes on cash and cash equivalents ​ 17 ​ (2) ​ (5) Increase in cash, cash equivalents and restricted cash ​ $ 422 ​ $ 212 ​ $ 191 ​ 89 Table of Contents Operating activities For 2025 compared to 2024, the $202 million increase in cash provided by operating activities was mainly due to an increase in revenue as well as a decrease in inventories compared to an increase in the prior year period, partially offset by a decrease in trade accounts receivable compared to the prior year period.
Realization of deferred tax assets is based on our judgment and various factors including reversal of deferred tax liabilities, the ability to generate future taxable income in jurisdictions where such assets have arisen, and potential tax planning strategies.
If warranted, based on the assessment of verifiable evidence in support of the realization of deferred tax assets, the valuation allowances may be released, resulting in a tax benefit. 85 Table of Contents Realization of deferred tax assets is based on our judgment and various factors including reversal of deferred tax liabilities, the ability to generate future taxable income in jurisdictions where such assets have arisen, and potential tax planning strategies.
We also expect the costs of our insurance, including directors’ and officers’ insurance and insurance coverage for AV activity, to increase as a result of higher premiums. 78 Table of Contents In addition, in connection with the Mobileye IPO, we established an equity incentive plan for purposes of granting share-based compensation awards to certain members of our senior management, to our non-employee directors and to employees, to incentivize their performance and align their interests with ours.
In connection with the Mobileye IPO, we established an equity incentive plan for purposes of granting share-based compensation awards to certain members of our senior management, to our non-employee directors and to employees, to incentivize their performance and align their interests with ours.
We invest significant time and other resources early in the process of new program sourcing as part of our relationship with an OEM.
We typically sell our products with volume-based pricing and recognize the revenue and costs associated with our products upon shipment. We invest significant time and other resources early in the process of new program sourcing as part of our relationship with an OEM.
Lease liabilities, representing the present value of future lease payments, have decreased from $51 million as of December 30, 2023 to $50 million as of December 28, 2024, reflecting mainly the progress in lease payments for existing arrangements partially offset by new lease contracts and amendments to existing agreements.
Lease liabilities, representing the present value of future lease payments, have 90 Table of Contents increased from $50 million as of December 28, 2024 to $62 million as of December 27, 2025, reflecting mainly new lease contracts and foreign currency exchange effects, partially offset by the progress in lease payments for existing arrangements.
All leases are operating leases with fixed payment terms where some of the leases include annual increases to lease payments based on an index or a rate.
We lease office space in various locations in Israel and around the world including USA, Germany and China. All leases are operating leases with fixed payment terms where some of the leases include annual increases to lease payments based on an index or a rate.
Use of the term “more likely than not” indicates the likelihood of occurrence is greater than 50%. 91 Table of Contents Accordingly, the need to establish valuation allowances for deferred tax assets is continually assessed based on a more-likely-than-not realization threshold.
Accordingly, the need to establish valuation allowances for deferred tax assets is continually assessed based on a more-likely-than-not realization threshold.
We also have incurred deferred tax liabilities with respect to tax amortization of certain acquired intangible assets. We are eligible for certain tax benefits in Israel under the Investment Law, at a reduced tax rate, subject to specified terms.
We are eligible for certain tax benefits in Israel under the Investment Law, at a reduced tax rate, subject to specified terms.
We pioneered ADAS technology more than 20 years ago and have continuously expanded the scope of our ADAS offerings, while leading the evolution to autonomous driving solutions. Our portfolio of solutions is built upon a comprehensive suite of purpose-built software and hardware technologies designed to provide the capabilities needed to make the future of ADAS and autonomous driving a reality.
Our portfolio of solutions is built upon a comprehensive suite of purpose-built software and hardware technologies designed to provide the capabilities needed to make the future of ADAS and autonomous driving a reality.
GAAP. The preparation of financial statements and related disclosures in conformity with U.S. GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgements, assumptions and estimates that affect the amounts reported.
GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts 93 Table of Contents reported.
We also performed a detailed quantitative analysis for the “Other” reporting unit which showed that no impairment was required. Fair value was estimated using the expected present value of future cash flows and is categorized as Level 3 within the fair value hierarchy due to the use of unobservable inputs.
Fair value was estimated using the expected present value of future cash flows and was categorized as Level 3 within the fair value hierarchy due to the use of unobservable inputs. 2025 Goodwill Impairment Test During the fourth quarter of 2025, we completed our annual impairment assessment. For the “Mobileye” reporting unit, the assessment was performed using a quantitative test.
We believe that the exclusion of goodwill impairment is appropriate because it does not reflect our core operating performance, and excluding such non-cash impairment loss facilitates a useful evaluation of our performance and comparisons to past operating results.
We believe that the exclusion of goodwill impairment is appropriate because it does not reflect our core operating performance, and excluding such non-cash impairment loss facilitates a useful evaluation of our performance and comparisons to past operating results. 91 Table of Contents Adjusted Gross Profit and Margin We define Adjusted Gross Profit as gross profit presented in accordance with GAAP, excluding amortization of acquisition related intangibles and share-based compensation expense.
Our OEM customers’ production can vary from period to period due to global demand, market conditions and competitive conditions, geopolitical issues including trade restrictions and tariffs, as well as other factors.
Economic conditions in North America, Europe and Asia can have a large impact on the production volume of new vehicles, and, accordingly, have an impact on our revenue. Our OEM customers’ production can vary from period to period due to global demand, market conditions and competitive conditions, geopolitical issues including trade restrictions and tariffs, as well as other factors.
As we develop and sell full systems that include hardware beyond EyeQ ™ SoCs, we expect that our Gross Margin and Adjusted Gross Margin will decrease because of the greater hardware content included in our solutions.
Additional costs are royalty fees for the intellectual property that is included in the EyeQ™ SoC, personnel-related expenses, logistics and insurance costs and allocated overhead costs. As we develop and sell full systems that include hardware beyond EyeQ™ SoCs, we expect that our gross margin will decrease over time because of the greater hardware content included in our solutions.
Intel’s strength in government affairs and policy development around the world will continue to be of significant value to us as we collaborate with regulators who are preparing frameworks to enable commercial deployment of AVs. 75 Table of Contents Key Factors Affecting Our Performance We believe there are several important factors that have affected and that we expect to continue to affect our results of operations: Global demand for automotive vehicles.
Intel’s strength in government affairs and policy development around the world will continue to be of significant value to us as we collaborate with regulators who are preparing frameworks to enable commercial deployment of AVs.
Severance pay liability increased from $56 million as of December 30, 2023, to $62 million and as of December 28, 2024, reflecting mainly the impact of annual salary increases. Lease liabilities We have lease agreements for vehicles and offices. We lease office space in various locations in Israel and around the world including USA, Germany and China.
Severance pay liability increased from $62 million as of December 28, 2024, to $78 million and as of December 27, 2025, reflecting the impact of annual salary increases and fluctuations in foreign exchange rates. Lease liabilities We have lease agreements for vehicles and offices.
Significant estimates include business projections, growth rates, and discount rates based on a reporting unit’s weighted average cost of capital. The estimated fair value using a market approach is based on a number of assumptions, including current market capitalization as corroboration of fair value.
Our quantitative impairment test considers both the income approach and the market approach to estimate a reporting unit’s fair value. Significant estimates include business projections, growth rates, and discount rates based on a reporting unit’s weighted average cost of capital.
This is expected to be partially offset by an over time decrease in Adjusted Gross Margin as we develop and sell full systems solutions contributing higher gross profit dollars per unit but lower percentage gross margin given the greater hardware content included in these systems.
We expect that our Adjusted Operating Margin in the mid-term future will increase compared to 2025, mainly due to an expected decrease in operating expenses as a percentage of revenue, taking into account an expected decrease in Adjusted Gross Margin over time as we develop and sell full system solutions contributing higher gross profit dollars per unit but lower percentage Gross Margin given the greater hardware content included in these systems.
Cost of revenue In 2023, our cost of revenue increased by $85 million, or 9%, compared to 2022. This increase was primarily due to an increase of $138 million in manufacturing costs relating primarily to increased sales of our EyeQ ™ SoC and our sales of SuperVision ™ solution, offset by $63 million decrease in amortization expenses of intangible assets.
Cost of Revenue In 2025, our cost of revenue increased by $77 million, or 8%, compared to 2024. This increase was primarily due to an increase of $81 million in manufacturing costs relating primarily to the increase in sales of our EyeQ™ SoC which was partially offset by the decrease in sales of SuperVision™ systems.
We expect our general and administrative expenses to moderately increase in absolute dollars but to decrease as a percentage of total revenue as our business grows.
We expect our general and administrative expenses to moderately increase in absolute dollars but to decrease as a percentage of total revenue as our business grows. The expected increase is mainly associated with the costs related to being a public company, as well as the increased use of share-based compensation for general and administrative personnel.
This change is mainly due to the deferred tax effects of goodwill impairment to the Mobileye reporting unit, as well as higher loss before income taxes in 2024. 83 Table of Contents Comparison of the years ended December 30, 2023 and December 31, 2022 Revenue In 2023, revenue was $2,079 million, up $210 million, or 11%, compared to 2022.
Benefit ( Provision ) for Income Tax In 2024, benefit for income tax was $73 million, compared to a $(43) million provision for income tax in 2023. This change is mainly due to the deferred tax effects of goodwill impairment to the Mobileye reporting unit, as well as higher loss before income taxes in 2024.
Net cash used in investing activities in 2023 was $98 million, consisting of capital expenditures in connection with the construction of our campus and electronic equipment. Net cash provided by investing activities in 2022 was $1,187 million, consisting primarily of $1,299 million net repayment of a loan by Intel, partially offset by capital expenditures.
Net cash used in investing activities in 2024 was $120 million, consisting mostly of capital expenditures and purchases of debt and equity investments. Net cash used in investing activities in 2023 was $98 million, consisting of capital expenditures in connection with the construction of our campus and electronic equipment.
The Company also files various foreign income tax returns on a separate basis, distinct from Intel. The income tax provision included in the Company’s consolidated financial statements has been calculated using the separate return method, as if the Company had filed its own tax returns.
Prior to the Tax Deconsolidation event, the income tax provision included in the Company’s consolidated financial statements was calculated using the separate return method, as if the Company had filed its own U.S. corporate income tax returns.
We also file certain foreign income tax returns on a separate basis, distinct from Intel. The income tax provision included in our consolidated financial statements has been calculated using the separate return method as if we had filed our own tax returns.
During the years presented in our consolidated financial statements, certain components of our business operations were included in the consolidated U.S. tax return filed by Intel. We also file certain foreign income tax returns on a separate basis, distinct from Intel.
We expect to continue to capitalize on our strong and collaborative relationships with OEMs and Tier 1s to expand our presence in key markets and capture the long-term growth opportunities in those markets. Design wins with new and existing customers. Global OEMs are continuously looking for innovative ways to improve the customer appeal and safety of their vehicles.
We expect to continue to capitalize on our strong and collaborative relationships with OEMs and Tier 1s to expand our presence in key markets and capture the long-term growth opportunities in those markets. 80 Table of Contents Acquisition and integration of new technologies and expansion into adjacent markets.
For U.S. tax purposes, there are favorable future tax deductions that we have not benefited due to a valuation allowance position. If warranted, based on the assessment of verifiable evidence in support of the realization of deferred tax assets, the valuation allowances may be released, resulting in a tax benefit.
For U.S. tax purposes, there are favorable future tax deductions that we have not benefited due to a valuation allowance position.
We expect to increase our sales and marketing expenses over time, as we continue our efforts to increase market awareness of the benefits of our solutions, but we expect sales and marketing expenses to decrease as a percentage of total revenue as our business grows.
We expect to increase our sales and marketing expenses over time, as we continue our efforts to increase market awareness of the benefits of our solutions, but we expect sales and marketing expenses to decrease as a percentage of total revenue as our business grows. 84 Table of Contents General and Administrative Expenses General and administrative expenses consist of personnel-related expenses, including share-based compensation of our executive, insurance costs, expenses associated with finance and legal departments, including legal and accounting fees, litigation expenses, and fees for professional and contract services.
We expect that our Adjusted Net Income Margin (which is the Adjusted Net Income divided by total revenue) in the near-term future will increase compared to 2024, mainly due to a lower expected impact of operating expenses as a percentage of revenue.
We expect that our Adjusted Net Income (Loss) Margin (which is the Adjusted Net Income (Loss) divided by total revenue) in the mid-term future will increase compared to 2025, mainly due to an expected decrease in operating expenses as a percentage of revenue, taking into account an expected decrease in Adjusted Gross Margin over time as we develop and sell full systems solutions contributing higher gross profit dollars per unit but lower percentage Gross Margin given the greater hardware content included in these systems.
These technologies can be harnessed to deliver mission-critical capabilities at the edge and in the cloud, advancing the safety of road users, and revolutionizing the driving experience and the movement of people and goods globally.
These technologies can be harnessed to deliver mission-critical capabilities at the edge and in the cloud, advancing the safety of road users, and revolutionizing the driving experience and the movement of people and goods globally. 77 Table of Contents As of December 27, 2025, our solutions had been installed in approximately 1,400 vehicle models (including local country, year, and other vehicle model variations), and our SoCs had been deployed in more than 230 million vehicles.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeDuring the fourth quarter of 2022, we de-designated the remaining cash flow hedges for forecasted operating expenses denominated in ILS and will no longer be participating in Intel’s corporate hedging program. 92 Table of Contents During the fourth quarter of 2024 we initiated a foreign currency cash flow hedging program, designed to hedge the Company’s foreign exchange rate risk, resulting mainly from ILS payroll expenses.
Biggest changeDuring the fourth quarter of 2024 we initiated a foreign currency cash flow hedging program, designed to hedge the Company’s foreign exchange rate risk, resulting mainly from ILS payroll expenses. The Company hedges portions of its forecasted payroll payments denominated in ILS using forward contracts that are designated as cash flow hedges, as defined by ASC 815.
The effect of a 10% change in the U.S. dollar / New Israeli Shekel exchange rate would not have had a material impact on our cash flows in the year ended December 31, 2022 due to our hedging services agreement with Intel. ​ ​ 93 Table of Contents
The effect of a 10% change in the U.S. dollar / New Israeli Shekel exchange rate would not have had a material impact on our cash flows in the year ended December 30, 2023 due to the hedging services agreement we had with Intel. ​ ​ 97 Table of Contents
If the New Israeli Shekel had strengthened by 10% against the U.S. dollar, it would have decreased our cash flows by approximately $43 million in the year ended December 30, 2023.
If the New Israeli Shekel had strengthened by 10% against the U.S. dollar, it would have decreased our cash flows by approximately $40 million in the year ended December 27, 2025.
As of December 28, 2024 and December 30, 2023, our investment in money market funds was $951 million and $932 million, respectively; our U.S. government bonds were $33 million and zero, respectively; and our short term deposits were $419 million and $222 million, respectively.
As of December 27, 2025 and December 28, 2024, our investment in money market funds was $1,016 million and $951 million, respectively; our U.S. government bonds were $55 million and $33 million, respectively; and our short term deposits were $785 million and $419 million, respectively.
The Company hedges portions of its forecasted payroll payments denominated in ILS using forward contracts that are designated as cash flow hedges, as defined by ASC 815. If the New Israeli Shekel had strengthened by 10% against the U.S. dollar, it would have decreased our cash flows by approximately $67 million in the year ended December 28, 2024.
If the New Israeli Shekel had strengthened by 10% against the U.S. dollar, it would have decreased our cash flows by approximately $67 million in the year ended December 28, 2024.
Removed
We have attempted to minimize foreign currency risk, primarily by entering into a hedging services agreement with Intel during 2021.
Removed
Intel centrally hedges its forecast cash flow exposure to the U.S. dollar / New Israeli Shekel exchange rates, and according to the agreement, we have been entitled to a certain allocation of the gains and losses arising from the execution of the hedging contracts.
Removed
This exposure to U.S. dollar / New Israeli Shekel exchange rates in 2023 resulted from the nine months ended December 30, 2023, since in the first quarter of 2023 we were still affected by the hedging program with Intel and therefore the effect of the exchange rates would not have had a material impact on our cash flows.

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