EQUITY

9 Months Ended

Oct. 01, 2022

EQUITY

EQUITY

NOTE 4 - EQUITY

A.Stock-based compensation plans

The Company’s equity incentive plans are broad-based, long-term programs intended to attract and retain talented employees. The Company’s employees participate in Intel’s equity incentive plan. All references to share and per share data in the tables below refer to Intel’s common stock.

Options

Outstanding and exercisable options for Intel’s common stock under Intel’s plan as of October 1, 2022 were as follows:

	Outstanding			Exercisable
		Weighted average
	Number of	remaining	Weighted average	Number of	Weighted average
Exercise price	options	contractual life	exercise price	options	exercise price
(U.S. dollars)	In thousands	In years	U.S. dollars	In thousands	U.S. dollars
$ 4.01 - 21.59	69	3	7.8	32	6.5
$ 22.41 - 26.89	2,143	0.9	26.8	2,140	26.8
$55.17	68	6.5	55.2	45	55.2
Total	2,280	1.1	27.1	2,217	27.1

The option activity for the nine months ended October 1, 2022 for options granted to the Company’s employees for Intel’s common stock was as follows:

				Weighted
				average
		Weighted		remaining
		average		contractual	Aggregated
	Number	exercise price		Life	intrinsic value(1)
	In thousands	U.S. dollars		In Years	U.S. dollars in millions
Options outstanding at December 25, 2021	3,578	$	29.2	1.5	$	79
Granted	—		—
Exercised	(1,298)	$	32.9
Forfeited	—		—
Options outstanding at October 1, 2022	2,280	$	27.1	1.1	$	1
Options exercisable as of October 1, 2022	2,217	$	27.1	1	$	1

The option activity for the three months ended October 1, 2022 for options granted to the Company’s employees for Intel’s common stock was as follows:

				Weighted
				average
		Weighted		remaining
		average		contractual	Aggregated
	Number	exercise price		Life	intrinsic value(1)
	In thousands	U.S. dollars		In Years	U.S. dollars in millions
Options outstanding at July 2, 2022	2,290	$	27.1	1.4	$	21
Granted	—	$	—
Exercised	(10)	$	24.1
Forfeited	—	$	—
Options outstanding at October 1, 2022	2,280	$	27.1	1.1	$	1
Options exercisable at October 1, 2022	2,217	$	27.1	1	$	1

(1)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of the Intel’s ordinary share. On October 1, 2022 and December 25, 2021, Intel’s ordinary share prices were $25.77, and $51.31, respectively. This represents the potential pre-tax amount receivable by the option holders had all option holders exercised their options as of such date.

(2)The remaining options expected to vest as of October 1, 2022 are 63 thousand options with an average weighted exercise price of $26.49.

RSUs

The RSU activity for the nine months ended October 1, 2022 for RSUs granted to Company’s employees for Intel’s common stock was as follows:

		Weighted average
	Number	grant fair value
	In thousands	U.S. dollars
Outstanding at December 25, 2021	5,278	46.49
Granted	3,752	43.65
Vested	(620)	49.58
Forfeited	(350)	48.53
Outstanding at October 1, 2022	8,060	44.84

The RSU activity for the three months ended October 1, 2022 for RSUs granted to Company’s employees for Intel’s common stock was as follows:

		Weighted average
	Number	grant fair value
	In thousands	U.S. dollars
Outstanding at July 2, 2022	7,967	45.34
Granted	294	33.33
Vested	(127)	49.22
Forfeited	(74)	45.02
Outstanding at October 1, 2022	8,060	44.84

Share-based compensation expense summary

Share-based compensation expenses included in the condensed combined statements of operations and comprehensive income (loss) was as follows:

	Three Months Ended				Nine Months Ended
	October 1, 2022		September 25, 2021		October 1, 2022		September 25, 2021
	U.S. dollars in millions
Cost of revenue	$	—	$	—	$	—	$	—
Research and development, net		32		20		101		57
Sales and marketing		1		1		3		3
General and administrative		3		3		8		13
Total share-based compensation	$	36	$	24	$	112	$	73

A.Dividends

On May 12, 2022, Mobileye Group declared and paid a dividend in an aggregate amount of $336 million to Intel, net of $14 million of cash paid to tax authorities to settle related tax obligations.

B.Earnings Per Share

Before the Mobileye IPO, Intel held directly or indirectly the 100 shares of common stock of Mobileye Global Inc. with a par value of $0.01 per share, that were issued and outstanding. Immediately prior to the IPO, those 100 shares of common stock held by Intel were reclassified into 100 shares of Class B common stock with a par value of $0.01 per share. Concurrently, we issued to Intel an additional 749,999,900 shares of our Class B common stock pursuant to an agreement with Intel. Accordingly, as of the completion of the IPO, we have 750,000,000 Class B shares, all held by Intel. This share amount is being utilized for the calculation of basic and diluted earnings

per share for all periods presented. Basic and diluted net income (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common shares outstanding during the period.

In connection with the IPO, we issued 41,000,000 shares of our Class A common stock to the public at a public offering price of $21.00 per share and an additional 4,761,905 Class A shares at a private placement. The IPO closed on October 28, 2022. On November 1, 2022, we closed the sale of an additional 6,150,000 shares pursuant to the exercise of the underwriters’ option. In accordance with ASC 260, the Class A shares issued in connection with the IPO will be included in earnings per share calculations for periods subsequent to the closing of the IPO and are not included in the earning per share calculations for periods prior to the closing of the IPO.

In October 2022, our board of directors approved the issuance of restricted stock units in connection with the IPO. These restricted stock units were not included in the computation of diluted earnings per share for the three and nine months ended October 1, 2022.

The following table summarizes the calculation of basic net income (loss) per share for the periods presented:

	Three Months Ended				Nine Months Ended
	October 1		September 25,		October 1		September 25,
	2022		2021		2022		2021
	in millions, except per share amounts
Numerator:
Net income (loss)		(45)		(26)		(112)		(22)
Denominator:
Weighted average common shares - basic and diluted		750		750		750		750
Net income (loss) per share:
Basic and diluted	$	(0.06)	$	(0.03)	$	(0.15)	$	(0.03)