View:

Download DOC

Download PDF

Download XLS

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D Under the Securities Exchange Act of 1934

Mobileye Global Inc. (Name of Issuer)

Class A Common Stock, $0.01 par value (Title of Class of Securities)

60741F104 (CUSIP Number)

Liz Cohen-Yerushalmi, CLO/GC c/o Mobileye B.V. Har Hotzvim, 1 Shlomo Momo HaLevi Street Jerusalem, L3, 9777015 972-2-541-7333 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/03/2026 (Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.

60741F104

1	Name of reporting person Amnon Shashua
2	Check the appropriate box if a member of a Group (See Instructions)   (a)   (b)
3	SEC use only
4	Source of funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6	Citizenship or place of organization ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power 17,779,501.00 8 Shared Voting Power 0.00 9 Sole Dispositive Power 17,779,501.00 10 Shared Dispositive Power 0.00
11	Aggregate amount beneficially owned by each reporting person 17,779,501.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13	Percent of class represented by amount in Row (11) 7.3 %
14	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.01 par value
(b)	Name of Issuer: Mobileye Global Inc.
(c)	Address of Issuer's Principal Executive Offices: c/o Mobileye B.V. Har Hotzvim, 1 Shlomo Momo HaLevi Street, Jerusalem, ISRAEL , 9777015.
Item 2.	Identity and Background
(a)	This Schedule 13D is filed by Amnon Shashua ("Prof. Shashua" or the "Reporting Person") with respect to the shares of Class A Common Stock of Mobileye Global Inc. (the "Company") directly held by (and underlying options directly held by) him.
(b)	The principal address of the Reporting Person is c/o Mobileye B.V. Har Hotzvim, 1 Shlomo Momo HaLevi Street Jerusalem 9777015, Israel.
(c)	The principal occupation of Prof. Shashua is CEO and President of the Company.
(d)	The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
(f)	Prof. Shashua is a citizen of Israel.
Item 3.	Source and Amount of Funds or Other Consideration
	On January 5, 2026 (the "Signing Date"), the Company and Mobileye Vision Technologies Ltd. ("MEIL"), a company organized under the laws of the State of Israel and a subsidiary of the Company, entered into a share purchase agreement (the "Share Purchase Agreement") to acquire 100% of the issued and outstanding stock of Mentee Robotics Ltd. ("Mentee", and such transaction, the "Acquisition"). The Acquisition was approved by the Company's Board of Directors (the "Board"), acting on the recommendation of a strategic transaction committee consisting of four disinterested directors (two of whom are independent). The Audit Committee of the Company's Board also approved the Acquisition pursuant to the Company's Related Persons Transaction Policy. Intel Corporation, as the sole beneficial holder of the Company's issued and outstanding Class B common stock, also approved the Acquisition pursuant to the Company's Amended and Restated Certificate of Incorporation. Prof. Shashua recused himself from the Board's consideration and approval of the Acquisition. Prof. Shashua is the Chairman, Co-Founder and a significant shareholder of Mentee. On February 3, 2026 (the "Closing Date"), pursuant to the Share Purchase Agreement, the Company directly and indirectly acquired all of the outstanding share capital of Mentee and Prof. Shashua sold all of the issued and outstanding shares of Mentee to the Company that Prof. Shashua held immediately prior to the Closing Date in exchange for the right to receive (i) cash equal to fifty percent (50%) of Prof. Shashua's total consideration, less (a) fifty percent (50%) of Prof. Shashua's pro rata escrow amount contribution and (b) Prof. Shashua's pro rata representative expense amount contribution and (ii) shares of Class A common stock, par value $0.01 per share, of the Company (the "MBLY Global Common Stock"). The number of shares of MBLY Global Common Stock issued to Prof. Shashua was determined by dividing fifty percent (50%) of Prof. Shashua's total consideration by a volume weighted average of the closing sale prices for MBLY Global Common Stock as quoted on the NASDAQ Stock Market over the thirty (30) trading days ending immediately prior to the Signing Date. This resulted in Prof. Shashua receiving (in addition to Prof. Shashua's preexisting shareholding in the Company), a total of 15,543,098 shares of MBLY Global Common Stock. Such shares of MBLY Global Common Stock were deposited with a trustee (the "Trustee") and an amount of MBLY Global Common Stock equal to fifty percent (50%) of Prof. Shashua's pro rata escrow amount contribution is subject to an escrow agreement entered into on the Closing Date and pursuant to the Share Purchase Agreement. Of the shares of MLBY Common Stock issued to Prof. Shashua (i) 1,554,310 shares of MBLY Global Common Stock are subject to a six-month lock-up period pursuant to a lock-up agreement entered into on the Closing Date, and (ii) 13,988,788 shares of MBLY Global Common Stock were deposited with the Trustee as deferred consideration pursuant to a deferred consideration agreement entered into on the Signing Date and a 104H and deferred consideration trust agreement entered into on the Closing Date (the "Deferred Shares"). The Deferred Shares will be released in equal portions in twenty-four and forty-eight months from the closing of the Acquisition, subject to continued employment, or under certain circumstances, affiliation, with the Company and its subsidiaries. Prof. Shashua does not have voting power in relation to the Deferred Shares.
Item 4.	Purpose of Transaction
	As described in Item 3 above, which description is incorporated herein by reference in answer to this Item 4, this Schedule 13D is being filed in connection with the consideration received under the Share Purchase Agreement.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Class A Common Stock and percentage of the shares of Class A Common Stock beneficially owned by the Reporting Person. The percentage used in this Schedule 13D is calculated based upon 243,613,499 shares of Class A Common Stock reported by the Issuer to be outstanding as of February 3, 2026.
(b)	See rows (7) through (10) of the cover page to this Schedule 13D for the number of shares of Class A Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	There were no transactions in the class of securities reported on that were effected during the past sixty days.
(d)	No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of Class A Common Stock.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	As described in Item 3, (i) 1,554,310 shares of MBLY Global Common Stock are subject to a six-month lock-up period pursuant to a lock-up agreement entered into on the Closing Date by and between the Company and Prof. Shashua, and (ii) 13,988,788 shares of MBLY Global Common Stock are Deferred Shares and were deposited with the Trustee as deferred consideration pursuant to a deferred consideration agreement entered into on the Signing Date by and among the Company, MEIL and Prof. Shashua and a 104H and deferred consideration trust agreement entered into on the Closing Date by and among the Company, MEIL, the Trustee and Prof. Shashua.
Item 7.	Material to be Filed as Exhibits.
	1. Lock-up Agreement, dated as of February 3, 2026, by and between Mobileye Global Inc. and Prof. Amnon Shashua. 2. Deferred Consideration Agreement, dated as of January 5, 2026, by and among Mobileye Global Inc., Mobileye Vision Technologies Ltd. and Prof. Amnon Shashua. 3. 104H and Deferred Consideration Trust Agreement, dated as of February 3, 2026, by and among Mobileye Global Inc., Mobileye Vision Technologies Ltd., IBI Trust Management, and Prof. Amnon Shashua.

SIGNATURE
	After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Amnon Shashua

Signature: /s/ Amnon Shashua Name/Title: Amnon Shashua Date: 02/10/2026

Exhibit 1

LOCK-UP AGREEMENT

This LOCK-UP AGREEMENT, dated as of February 3, 2026 (this “Agreement”), is entered into by and among Mobileye Global Inc., a Delaware corporation (the “Corporation”), and the undersigned Person(s) (each, a “Share Recipient”).

WHEREAS, the Corporation and Mobileye Vision Technologies Ltd., a company organized under the laws of the State of Israel, entered into that certain Share Purchase Agreement dated as of January 5, 2026 (the “Share Purchase Agreement”) with Mentee Robotics Ltd., a company organized under the laws of the State of Israel (“Mentee”), the Company Shareholders listed on Exhibit A to the Share Purchase Agreement, and Shareholder Representative Services LLC (the “Representative”), solely in its capacity as the exclusive representative of the Company Shareholders;

WHEREAS, subject to the terms and conditions of the Share Purchase Agreement, upon consummation of the transactions contemplated thereby, each Share Recipient is entitled to receive a number of shares of Class A common stock of the Corporation, $0.01 par value per share (the “Common Stock”) to be determined pursuant to the Share Purchase Agreement (the “Consideration Shares”); and

WHEREAS, as an inducement to the Corporation’s and Mentee’s willingness to enter into the Share Purchase Agreement, each Share Recipient has agreed to be subject to certain restrictions with respect to the Transfer (as defined below) of that number of shares of Common Stock received by such Share Recipient pursuant to the Share Purchase Agreement that constitutes ten percent (10%) of the Consideration Shares which are defined as the “Locked-Up Shares” under the Share Purchase Agreement (together with any other shares of stock or other equity securities issued or issuable with respect thereto (whether by way of a stock dividend, stock split or in exchange for or in replacement or upon conversion of such shares of Common Stock or otherwise in connection with a combination of shares of Common Stock, recapitalization, merger, consolidation or other corporate reorganization), the “Lock-Up Consideration Shares”) on the terms and subject to the conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual conditions and agreement set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.              Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Share Purchase Agreement. As used in this Agreement, the following terms shall have the following respective meanings:

“Beneficial Ownership” by a Person of any securities means that such Person is a beneficial owner of such securities in accordance with Rule 13d-3 adopted by the SEC under the Securities Exchange Act of 1934.

“Permitted Transferee” shall mean, with respect to any Share Recipient, any Person acquiring Lock-Up Consideration Shares that are Beneficially Owned by such Share Recipient in each case that becomes a party to this Agreement by executing a joinder agreement agreeing to be bound by the terms hereof to the same extent that such Share Recipient was so bound in one of the following transactions:

(1)            a Transfer to an Affiliate of such Share Recipient; or

(2)            a Transfer (i) as a bona fide gift or charitable contribution or for bona fide estate planning purposes, (ii) upon death or by will, other testamentary document or intestate succession, (iii) to an immediate family member of such Share Recipient or to any trust for the direct or indirect benefit of such Share Recipient or the immediate family of such Share Recipient (for purposes of this agreement, “immediate family” shall mean any spouse or domestic partner and relationship by blood, current or former marriage or adoption, not more remote than first cousin), or (iv) that occurs by operation of law in connection with a divorce settlement, divorce decree, separation agreement or other order of a court or regulatory agency

“Person” shall mean an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, government (or agency or political subdivision thereof) or any other entity.

“Transfer” shall mean any direct or indirect transfer of all or any portion of a security or any interest or rights in a security; provided, however, that no transfer of Lock-Up Consideration Shares by any Share Recipient in order to comply with such Share Recipient’s indemnification obligations under the Share Purchase Agreement shall be deemed a Transfer of Lock-Up Consideration Shares for purposes of this Agreement; provided, further, that nothing herein shall restrict any Share Recipient from (i) entering into, establishing, maintaining or otherwise engaging in any hedging or other similar transaction or arrangement (including swaps, collars, put/call positions, forward or other derivative transactions) with respect to the Consideration Shares, (ii) pledging Consideration Shares as collateral to secure any obligations under, or in connection with, any such bona fide hedging transaction, or in a margin or similar account or (iii) taking any action to establish any of the foregoing, in each case so long as settlement of any such transaction, position or pledge does not require the sale or transfer of any Consideration Shares during the Lock-Up Period, and the Corporation agrees to reasonably cooperate with any reasonable requests from the counterparty to any hedge or similar transaction or arrangement.

2.              Transfer Restrictions. Except with the prior written consent of the Corporation (which it may withhold in its sole discretion), beginning on the Closing Date and during the period of one hundred and eighty (180) days thereafter (the “Lock-Up Period”), no Share Recipient may Transfer any Lock-Up Consideration Shares that it Beneficially Owns to any Person, other than to a Permitted Transferee.

3.              Exceptions. Notwithstanding any restrictions in the foregoing Section 2, each Share Recipient shall be permitted to tender any Lock-Up Consideration Shares it Beneficially Owns pursuant to a bona fide third-party public tender offer made to all holders of shares of Common Stock so long as a majority of the directors then serving on the Board of Directors of the Corporation has recommended to the holders of shares of Common Stock that they accept such tender offer and tender their shares of Common Stock in such tender offer; provided that if such tender offer is not completed, any Lock-Up Consideration Shares subject to this Agreement shall remain subject to the restrictions contained in this Agreement.

4.              Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered personally by hand, (b) two (2) Business Days after mailing, if sent by a nationally-recognized overnight delivery service (unless the records of the delivery service indicate otherwise), (c) five (5) Business Days after deposit in the United States or Israeli mail, registered or certified and with proper postage prepaid, addressed as follows; or (d) upon delivery if sent by electronic mail with confirmation of receipt on a Business Day and during normal business hours of the recipient, and otherwise on the first Business Day in the place of recipient following delivery:

Mobileye Global Inc.

1 Shlomo (Momo) Halevi St.

Jerusalem, Israel

Tel: +972-2-541-7333

Attn: Liz Cohen-Yerushalmi; Jesse Infeld

Email: liz.cohenyerushalmi@mobileye.com; jesse.infeld@mobileye.com

with a copy (which shall not constitute notice) to:

Erdinast, Ben Nathan, Toledano & Co.

Museum Tower, 4 Berkowitz St.

Tel Aviv 6423806, Israel

Attention: Doni Toledano, Nitzan Aberbach

Email: donit@ebnlaw.co.il; nitzana@ebnlaw.co.il

(a)            Captions; Counterparts. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in two or more counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. Any such counterpart, to the extent delivered by Electronic Delivery shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent that such defense relates to lack of authenticity.

(b)            Amendments. This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed in the same manner as this Agreement and which makes reference to this Agreement. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any amendment by any party or parties hereto effected in a manner which does not comply with this Section ‎6(b) shall be null and void.

(c)            Waiver. No waiver shall be valid against any party hereto unless made in writing and signed by the party against whom enforcement of such waiver is sought and then only to the extent expressly specified therein.

(d)            Severability. In the event that any one or more of the provisions contained herein is held invalid, illegal or unenforceable in any respect for any reason in any jurisdiction, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected (so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party), it being intended that each of the parties’ rights and privileges shall be enforceable to the fullest extent permitted by applicable Law, and any such invalidity, illegality and unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction (so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party).

(e)            Entire Agreement. This Agreement is complete, and all promises, representations, understandings, warranties and agreements with reference to the subject matter hereof, and all inducements to the making of this Agreement relied upon by all the parties hereto, have been expressed herein or in the Share Purchase Agreement, and this Agreement supersedes any prior understandings, agreements or representations and warranties by or among the parties, written or oral, to the extent that they related in any way to the subject matter hereof.

(f)             Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Share Recipient in whole or in part without the prior written consent of the Corporation, and any attempt to make any such assignment without such consent shall be null and void. This Agreement shall be binding upon and inure solely to the benefit of each of the parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(g)            Governing Law and Arbitration. This Agreement, and any claim, action, suit, audit, assessment, arbitration, inquiry, proceeding or investigation, in each case, by or before any governmental authority (an “Action”) arising out of, relating to or in connection with this Agreement or the transactions contemplated hereby, shall be governed by and construed exclusively under the laws of the State of Israel, excluding any choice or conflicts of laws provisions or rules that would cause the application of any laws of any other jurisdiction. Any and all disputes, disagreements, differences or claims, whether contractual or non-contractual, arising from or in connection with this Agreement or the transactions contemplated hereby shall be finally and exclusively resolved by arbitration administered by the ICC in accordance with Section 11.9 of the Share Purchase Agreement.

(h)            Remedies. Each Share Recipient acknowledges and agrees that the Corporation would be irreparably damaged in the event that any of the terms or provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached by such Share Recipient. Therefore, notwithstanding anything to the contrary set forth in this Agreement, the Corporation shall be entitled to an injunction or injunctions to prevent breaches of any of the terms or provisions of this Agreement and/or specific performance by any Share Recipient, and each Share Recipient agrees to waive the defense (and not to interpose as a defense or in opposition) in any such suit that the Corporation has an adequate remedy at law, and hereby agrees to waive any requirement to post any bond in connection with obtaining such relief. The equitable remedies described in this Section shall be in addition to, and not in lieu of, any other remedies at law or in equity that the Corporation may elect to pursue.

(i)             Non-Recourse to Related Parties. No Person who is not a party to this Agreement, including any Related Party of the parties to this Agreement and their respective Related Parties (in each case, other than the parties to this Agreement themselves), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach.

(j)             Termination. This Agreement will automatically terminate, without any notice or other action by any Person, if the Share Purchase Agreement is terminated prior to the Closing Date in accordance with the terms of the Share Purchase Agreement. Upon termination of this Agreement, no party hereto shall have any obligations or liabilities under this Agreement.

[Remainder of page left intentionally blank; signature pages follow.]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above.

[Signature Page to Lock-Up Agreement]

[Signature Page to Lock-Up Agreement]

Exhibit 2

CONFIDENTIAL

DEFERRED CONSIDERATION AGREEMENT

This DEFERRED CONSIDERATION Agreement (this “Agreement”) is entered into as of January 5, 2026, by and between Mobileye Vision Technologies Ltd. (“MBLY Vision”), Mobileye Global Inc. (“MBLY Global”, and together with MBLY Vision, the “Buyers”, and each, a “Buyer”) and Prof. Amnon Shashua (the “Founder”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings given to such terms in the Share Purchase Agreement (as defined below).

Recitals

A.            (i) Buyers, (ii) the Founder and other shareholders of Mentee Robotics Ltd. (the “Company” and the “Sellers”, respectively), (iii) the Company, and (iv) Shareholder Representative Services LLC, solely in its capacity as the Sellers’ representative, have entered into that certain Share Purchase Agreement, dated as of the date hereof (the “Share Purchase Agreement”), which provides (subject to the terms and conditions set forth therein) for the acquisition of all of the issued and outstanding shares of the Company by Buyers, including from the Founder (the “Acquisition”).

B.            Section 2.4(c) of the Share Purchase Agreement provides that the Deferred Consideration payable by MBLY Global shall be deposited at the Closing with the 104H Trustee in its capacity as the Deferred Consideration Trustee (or with the Paying Agent to be then remitted to the Deferred Consideration Trustee), and shall be payable to the Founder only upon the terms and subject to the conditions set forth in this Agreement. Any reference hereunder to the Deferred Consideration Trustee, shall mean the 104H Trustee in its capacity as the Deferred Consideration Trustee.

Agreement

The parties to this Agreement, intending to be legally bound, hereby agree as follows:

1.1            “Affiliated Entity” means any subsidiary or Affiliate of any of the Company or the Buyers.

1.2            “Affiliation” means the Founder’s engagement or employment with, or service to, any Group Member in an Applicable Capacity.

1.3            “Applicable Capacity” means any of the following capacities: (a) an employee of any Group Member; (b) a consultant, advisor or independent contractor of any Group Member; or (c) an officer or member of the board of directors of any Group Member (or equivalent governing body).

1.4            “Cause” means the Founder’s termination of Affiliation by an Engaging Entity due to: (a) the Founder’s willful unauthorized use of any trade secrets or proprietary or confidential information of any Group Member; (b) the Founder’s conviction of or plea of nolo contendere to a felony (excluding any vehicular or non-duty related minor offenses) or a crime involving moral turpitude, that has had, will have or would reasonably be expected to have an adverse effect on any Group Member’s reputation or business; (c) the Founder’s committing an act of fraud against any Group Member; (d) the Founder’s willful misconduct that has had, will have or would reasonably be expected to have an adverse effect on any Group Member’s reputation or business; (e) Founder’s willful violation of any material provision of any written policy of the applicable Engaging Entity, including, without limitation, the Engaging Entity’s published code of conduct, securities trading policy and other material written policies, provided that the Founder shall have been delivered a copy of such policies or notice that they have been posted on a website prior to such compliance failure; (f) the Founder’s willful and repeated failure or refusal to attempt to perform the Founder’s duties to the applicable Engaging Entity (including, as applicable, duties as a service provider, officer, director or committee member); (g) the Founder’s breach of any non-compete and non-solicitation undertaking or covenant (whether or not enforced by a court of competent jurisdiction); (h) circumstances justifying the revocation of Founder's entitlement to severance pay under the Israeli Severance Pay Law, 5723-1963 (and if such law is not the applicable law, which would have caused such justification under the Israeli Severance Pay Law, 5723-1963, had it been applicable); in each case unless the Founder fully remedies any of the events referenced above no later than fifteen (15) days following delivery to the Founder of a written notice from the applicable Engaging Entity describing such failure in reasonable detail.

1.5            “Continuous Disability Period” means any period during which the Founder is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment, as demonstrated by a Medical Certification, provided that the existence of such circumstances alone during such period shall not constitute a Disability Event.

1.6            “Disability Event” means that the Founder is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which has lasted for a continuous period of not less than twelve (12) months ; provided that the Founder shall not be considered to have a Disability Event unless the Founder furnishes such proof (including written certification supported by medical records from a reputable physician reasonably acceptable to the applicable Affiliated Entity or an Affiliate thereof) of the existence thereof in such form and manner, and at such times, as Buyer may reasonably require (“Medical Certification”).

1.7            “Engaging Entity” means the applicable Group Member with which the Founder has Affiliation.

1.8            “Full Termination of Affiliation” means a termination of Affiliation with an Engaging Entity, pursuant to which the Founder has no additional Affiliation with any other Group Member.

1.9            “Group Member” means any of the Buyers, the Company or an Affiliated Entity.

1.10          “Partial Termination of Affiliation” means a termination of Affiliation with an Engaging Entity, pursuant to which the Founder still has an Affiliation with the same or another Group Member.

1.11          “Qualified Position” means a position with a Group Member in any Applicable Capacity, provided that such position is within the field of expertise of the Founder, and for a fair salary (in Hebrew: שכר ראוי) comparable (to the extent possible) to such position in such Group Member, and further provided that if the Founder is offered with the same position and capacity as held immediately prior to Closing, then also with a fair salary (in Hebrew: שכר ראוי) that is not less favorable than paid to the Founder for such position prior to Closing.

2.1            The Founder hereby agrees that the Deferred Consideration shall be deposited at the Closing with the 104H Trustee in its capacity as the Deferred Consideration Trustee (or with the Paying Agent to be then remitted to the Deferred Consideration Trustee), which shall be released to the Founder on each applicable payment date following the Closing Date as set forth in the consideration schedule attached hereto as Annex A (the “Deferred Consideration Schedule”, and the “Installment Date”, respectively), or earlier date as provided in Sections 3.1.1, 3.1.6 and 3.3.1 below (each such earlier date, an “Earlier Installment Date”), contingent upon and subject to the terms and conditions set forth in this Agreement.

2.2            All of the Deferred Consideration shall be deferred as of the Closing, shall be held by the Deferred Consideration Trustee, and shall be paid to the Founder solely in accordance with the terms and conditions of this Agreement.

2.3            Any respective portion of the Deferred Consideration that failed to become payable to the Founder pursuant to the terms and conditions of this Agreement, including pursuant to Section 3 below, shall be deemed permanently forfeited immediately after such failure. Upon such forfeiture, the Buyers shall be irrevocably entitled to receive immediately from the Deferred Consideration Trustee such forfeited portion of the Deferred Consideration, together with any accumulated but unpaid dividends thereon, which shall be delivered to the Buyers (or as the Buyers may direct) without any further action by the Founder (the “Forfeiture Provision”).

2.4            The Forfeiture Provision shall cease to have effect in respect of each portion of Deferred Consideration as of: (i) the applicable Installment Date, if the Founder has continuous Affiliation as of the Closing Date and until such applicable Installment Date, or (ii) an Earlier Installment Date (if any), meaning that such portion of Deferred Consideration will become payable to the Founder on such corresponding Installment Date or Earlier Installment Date, as may be applicable, without any interest and subject to any applicable tax withholding. Any such portion of the Deferred Consideration that has become payable pursuant to the Deferred Consideration Schedule, or upon an Earlier Installment Date (if applicable), is referred to as “Due Deferred Consideration”. For the avoidance of doubt, a Continuous Disability Period (until, if relevant, the Disability Event) shall be treated as continuous Affiliation for purposes of Deferred Consideration, provided that during the Continuous Disability Period there is no other termination of Affiliation in accordance with and subject to the terms and conditions hereunder.

2.5            The Founder will receive the payment of Due Deferred Consideration (without interest and subject to any applicable tax withholding) not later than five (5) Business Days after such Due Deferred Consideration becomes payable in accordance with the Deferred Consideration Schedule or an Earlier Installment Date, as may be applicable (the “Applicable Payment Date”), together with all Retained Dividend. Any shares released hereunder remain subject to any applicable restrictive legends and stop-transfer instructions that may then apply to all holders of MBLY Global Common Stock.

2.6            Prior to release, the Founder shall not exercise any voting or other rights with respect to the Deferred Consideration. Cash dividends with record dates prior to release shall be retained by the Deferred Consideration Trustee (“Retained Dividend”) and paid only upon, and to the extent of, the corresponding payment and release on the Applicable Payment Date. Such dividends shall be forfeited upon forfeiture of the underlying shares.

2.7            Notwithstanding anything to the contrary, the Deferred Consideration Trustee is authorized to sell or cause to be sold, or withhold, the minimum number of shares otherwise deliverable to satisfy applicable withholding in accordance with the provisions of the Share Purchase Agreement, including Section 2.4(g) thereof, and shall promptly remit the withheld amounts to the applicable Taxing Authority, provided however that the Buyers shall provide written notice to the Founder at least fourteen (14) calendar days prior thereto, and the Founder may elect, prior to the lapse of such fourteen (14) calendar days’ period, to pay the applicable withholding amounts in lieu of the sale of shares of MBLY Global Common Stock, provided further, that if the Founder does not deliver such payment until the lapse of such fourteen (14) calendar days’ period, the Deferred Consideration Trustee to act in accordance with this Section 2.7.

3.1.1            Upon Full Termination of Affiliation by an Engaging Entity, all of the then-remaining amount of the Deferred Consideration (the “Unvested Consideration”) shall become immediately vested and payable to the Founder.

3.1.2            Notwithstanding the foregoing, the Buyers (either directly or through any Group Member) shall be entitled, but not obligated, to deliver a written offer to the Founder of a Qualified Position (a “Qualified Position Offer”) within fourteen (14) calendar days following such Full Termination of Affiliation (the “Offer Period”, and the date upon which a Qualified Position Offer is made, the “Offer Date”).

3.1.3            In the event that a Group Member proposes the Founder a Qualified Position Offer within the Offer Period, the Founder shall be obligated to elect, by delivering a written notice to the proposing Group Member (an “Election”), within thirty (30) calendar days following the Offer Date (“Election Period”), whether to accept (an “Acceptance Notice”) or decline (a “Refusal Notice”) the Qualified Position Offer.

3.1.4            In the event that the Founder provides, within the Election Period, an Acceptance Notice, the Founder shall continue to be entitled to the Deferred Consideration in accordance with the Deferred Consideration Schedule, and subject to terms and conditions hereunder.

3.1.5            In the event that the Founder provides, within the Election Period, a Refusal Notice, or if the Founder makes an Election but not within the Election Period, the Unvested Consideration shall be deemed permanently forfeited, and Buyers shall be permanently entitled to receive the Unvested Consideration immediately from the Deferred Consideration Trustee.

3.1.6            In the event that no Group Member proposes the Founder a Qualified Position Offer within the Offer Period, the Unvested Consideration shall become immediately vested and payable to the Founder within five (5) Business Days following the lapse of the Offer Period.

3.1.7            Upon Partial Termination of Affiliation by an Engaging Entity, the Founder shall continue to be entitled to the Deferred Consideration in accordance with terms and conditions hereunder.

3.1.8            In the event of any termination of Affiliation for Cause, the Unvested Consideration shall be deemed permanently forfeited, and Buyers shall be permanently entitled to receive the Unvested Consideration immediately from the Deferred Consideration Trustee.

3.2.1            Upon Partial Termination of Affiliation by the Founder, the Founder shall continue to be entitled to the Deferred Consideration in accordance with terms and conditions hereunder.

3.2.2            Upon Full Termination of Affiliation by the Founder, the Unvested Consideration shall be deemed permanently forfeited, and Buyers shall be permanently entitled to receive the Unvested Consideration immediately from the Deferred Consideration Trustee.

3.2.3            In such case of Full Termination of Affiliation by the Founder, the Buyers (either directly or through any Group Member) shall be entitled, but not obligated, to offer the Founder a position with any Group Member, and under such terms and conditions to be mutually agreed upon by the Buyers and the Founder. In the event that within thirty (30) calendar days following such Full Termination of Affiliation by the Founder, no such offer is made the Buyers, or that such an offer is made but the Buyers and the Founder are not able to reach within such thirty (30) calendar period a binding agreement of Affiliation with any Group Member, the Unvested Consideration shall be deemed permanently forfeited, and Buyers shall be permanently entitled to receive the Unvested Consideration immediately from the Deferred Consideration Trustee.

3.3.1            Upon the earlier of: (i) the Founder’s death, or (ii) the Founder’s Disability Event, all of the Unvested Consideration shall become immediately vested and payable to the Founder (or in the event of the Founder’s death, the Founder’s executor, administrator or permitted successor, as applicable).

3.3.2            The Deferred Consideration shall continue to become payable in accordance with the Deferred Consideration Schedule during any period in which the Founder is taking a leave of absence approved in advance and in writing by the Engaging Entity.

3.3.3            It is hereby agreed that in the event that the identity of the Engaging Entity changes to a direct or indirect Affiliate or subsidiary of the Buyers, pursuant to the mutual agreement of the Founder and the applicable Engaging Entity or pursuant to the decision of the Buyers, such event shall not be considered as termination of Founder’s Affiliation for the purposes of this Agreement.

4.1            Notwithstanding anything to the contrary, forfeiture of the Unvested Consideration shall be effected by a written notice delivered to the Founder and the 104H Trustee in its capacity as the Deferred Consideration Trustee by either Buyer, setting forth the forfeiture, the number of shares being forfeited, and the basis for such forfeiture in reasonable detail.

4.2            This Agreement shall automatically terminate and be of no further force or effect upon the earlier of (i) the full payment of all Unvested Consideration to the Founder in accordance with the terms hereof, or (ii) the permanent forfeiture of all Unvested Consideration pursuant to this Agreement.

4.3            It is hereby acknowledged that notwithstanding that payment to Founder of the Deferred Consideration is subject to Founder’s continued Affiliation, the Deferred Consideration will be treated for all applicable Tax purposes as part of the consideration payable to Founder with respect to and solely for the Acquisition of Founder’s Company Shares under the Share Purchase Agreement, and does not constitute consideration for Founder’s past, present or future Affiliation or considered as part of Founder’s salary for any purposes, including for purposes of calculating disbursements to social benefits, pension fund and/or managers insurance and/or education fund, paid leave, or for calculating of severance pay or other payments derived from salary during Founder’s Affiliation or termination of Affiliation. The Buyers shall characterize the Deferred Consideration in its tax filings as consideration for the Founder’s shares within the transaction, and not as compensation for his employment. The Buyers will not claim a tax deduction in Israel in respect of the Deferred Consideration. The Deferred Consideration shall be subject to the terms of Tax Circular 5/2017 (Retention Mechanisms and Restrictions on Founders and Key Employees). Notwithstanding the foregoing, any tax implications deriving from payment of the Deferred Consideration shall be borne solely by the Founder.

4.4            The terms of Section 11.1 (Notices), Section 11.8 (Governing Law) and Section 11.9 (Arbitration) of the Share Purchase Agreement are incorporated herein, together with any necessary conforming changes.

4.5            This Agreement shall become effective only upon the Closing of the Acquisition, and shall become null and void upon termination of the Share Purchase Agreement in accordance with its terms.

4.6            Except as otherwise provided in the Share Purchase Agreement, the conditions to the obligations of Buyers to consummate the Acquisition are solely for the benefit of Buyers and may be waived by Buyers in their sole discretion without notice, liability or obligation to the Founder or any other Person.

4.7            This Agreement may not be amended or otherwise modified without the prior written consent of Buyers and the Founder.

4.8            In no event shall any provision of this Agreement or transaction contemplated hereby, give or be deemed to give the Founder any right to continued employment by, or any other affiliation with, any Group Member or affect in any manner the right of the applicable Engaging Entity to terminate the Founder’s Affiliation at any time.

4.9            The parties hereunder hereby acknowledge that: (i) each party has carefully read this Agreement; (ii) following the consummation of the Acquisition, this Agreement shall be enforceable by each party and each party shall be entitled to seek damages for any breach of this Agreement; (iii) the terms of this Agreement are irrevocable to the fullest extent provided under the laws of the State of Israel; (iv) each party has had adequate opportunity to consult with counsel prior to entering into this Agreement; and (v) the material terms of this Agreement may be disclosed to the other shareholders of the Company in connection with the approval of the Acquisition and such disclosure shall not constitute a breach of any non-disclosure or confidentiality undertaking of any of the parties.

4.10          The parties hereto each acknowledge and agree that this Agreement is binding upon, inures to the benefit of, and is enforceable by, the parties hereto and their respective successors and assigns. Without the prior written consent of Buyers, the Founder shall not have the right to assign, pledge, hypothecate or otherwise transfer, in whole or in part, its rights or obligations under this Agreement.

4.11          This Agreement, together with the Share Purchase Agreement and the documents and instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto or thereto, including all the exhibits and schedules attached hereto or thereto constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, with respect to the Deferred Consideration. In the event of any conflict or inconsistency between the terms of this Agreement and the Share Purchase Agreement (or any document referenced therein), the terms of this Agreement shall prevail solely with respect to the subject matter hereof.

4.12          This Agreement may be signed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one instrument.

4.13          If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable to the extent of such illegality, invalidity or unenforceability and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

[SIGNATURE PAGE FOLLOWS]

In Witness Whereof, the parties have caused this Agreement to be executed as of the date first written above.

[Signature Page to Deferred Contingent Consideration Agreement]

In Witness Whereof, the parties have caused this Agreement to be executed as of the date first written above.

[Signature Page to Deferred Contingent Consideration Agreement]

In Witness Whereof, the parties have caused this Agreement to be executed as of the date first written above.

[Signature Page to Deferred Contingent Consideration Agreement]

Annex A

Deferred Consideration Schedule

Exhibit 3

Execution Copy

104H AND DEFERRED CONSIDERATION TRUST AGREEMENT

THIS 104H AND DEFERRED CONSIDERATION TRUST AGREEMENT (this “Agreement”) is dated as of February 3, 2026, by and among Mobileye Global Inc. (“MBLY Global”), Mobileye Vision Technologies Ltd. (“MBLY Vision” and together with MBLY Global, the “Buyers”), IBI Trust Management (the “104H Trustee”) and the undersigned Company Shareholder (the “Requesting Holder”). This Agreement shall become effective only at, and contingent upon, the Closing. MBLY Global, MBLY Vision, the 104H Trustee, and the Requesting Holder are referred to collectively herein as the “Parties” and each separately as a “Party”. Capitalized terms used herein, but not otherwise defined, shall have the meaning ascribed to them in the Share Purchase Agreement (as defined below) and/or in the Deferred Consideration Agreement (as defined below).

W I T N E S S E T H:

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Parties hereto agree as follows:

The release of any portion of the Deposited Stock pursuant to this Agreement shall be effected as follows:

If to Buyers or the Company, to:

Mobileye Vision Technologies Ltd.

1 Shlomo (Momo) Halevi St.

Jerusalem, Israel

Tel: +972-2-541-7333

Attn: Liz Cohen-Yerushalmi; Jesse Infeld

Email: liz.cohenyerushalmi@mobileye.com; jesse.infeld@mobileye.com

Mobileye Global Inc.

1 Shlomo (Momo) Halevi St.

Jerusalem, Israel

Tel: +972-2-541-7333

Attn: Liz Cohen-Yerushalmi; Jesse Infeld

Email: liz.cohenyerushalmi@mobileye.com; jesse.infeld@mobileye.com

with a copy (which shall not constitute notice) to:

Erdinast, Ben Nathan, Toledano & Co.

Museum Tower, 4 Berkowitz St.

Tel Aviv 6423806, Israel

Attention: Doni Toledano, Nitzan Aberbach

Email: donit@ebnlaw.co.il; nitzana@ebnlaw.co.il

If to the 104H Trustee:

IBI Trust Management

Ehad Ha’am 9, Tel Aviv (Shalom Tower)

Attention: Mr. Tzvika Bernstein. | Ms. Keren Talmor

Telephone No.: +972 506 209 410 | +972 542 327 686

Facsimile No.: +972 3 519 0341 (att: Tzvika)

E- Mail: Tzvika@102trust.com | Keren_T@IBI.co.il

If to the Requesting Holder:

In accordance with the details included in the signature page.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have caused this 104H Trust and Deferred Consideration Trust Agreement to be duly executed as of the date first written above.

[Signature Page to 104H and Deferred Consideration Trust Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this 104H Trust and Deferred Consideration Trust Agreement to be duly executed as of the date first written above.

[Signature Page to 104H and Deferred Consideration Trust Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this 104H Trust and Deferred Consideration Trust Agreement to be duly executed as of the date first written above.

[Signature Page to 104H and Deferred Consideration Trust Agreement]

Exhibit A

Share Purchase Agreement

[Attached Separately]

Exhibit B

104H Tax Ruling

[Attached Separately]

Exhibit C

Deferred Consideration Agreement

[Attached Separately]

Exhibit D

Lock-Up Agreement

[Attached Separately]

Exhibit E

104H Trustee Fees

A fee, to be paid upon the execution of this Agreement, as follows:

104H trust services– Up to 3 Shareholders - US$8,000¹ + VAT (i.e. a total of: US$9,440)

104H trust services - Each additional Shareholder - US$500+ VAT (i.e. a total of: US$590)

Commission Upon Wire:

To be paid by_________ the Requesting Holder as follows:

Trustee Commission: In case of sale of Shares through IBI Sale Fee 0.1%

US Broker Commission In case of sale of Shares through IBI $0.03 per share

In case of Share transfer $200 per transfer

Cash Distribution management – $100 per distribution

By paying the foregoing fee, the Parties are exempted from all fixed and variable costs related to the opening and maintenance of the account.

FX – 3 per-mills benefit on the banking transfer and checks exchange rate at actual conversion.

¹ Since the funds are managed in the transaction Accounts, the Paying Agent, I.B.I. Group (Israel Brokerage and Investment I.B.I. Ltd. I.B.I. Capital Ltd. etc.), may receive certain benefits in connection with managing the transaction Accounts.

Exhibit F

Buyers’ Authorized Persons