EQUITY

12 Months Ended

Dec. 30, 2023

EQUITY

EQUITY

NOTE 6  EQUITY

1.Common Stock and Voting Rights

We have two classes of authorized common stock: Class A common stock, which is listed on Nasdaq under the symbol “MBLY.”, and Class B common stock which is not listed or traded on any stock exchange and is held by Intel. Both classes of common stock have a par value of $0.01 per share. The rights of the holders of our Class A common stock and Class B common stock are identical, except with respect to voting, transfer, and conversion rights. Each share of our Class A common stock is entitled to one vote. Each share of our Class B common stock is entitled to ten votes and is convertible at any time into one share of our Class A common stock, subject to certain conditions. Intel continues to directly, or indirectly, hold all of the Class B common stock of Mobileye, which represents approximately 88.3% of our outstanding common stock and 98.7% of the voting power of our common stock as of December 30, 2023. For more information on the reorganization and the Mobileye IPO, see Note 1.

2.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.

In October 2022, the Company made a capital distribution in cash to Intel in the amount of $1.1 million.

3.Share-based compensation plans

Mobileye Plan

In connection with the Mobileye IPO, the Company approved the Mobileye Global Inc. 2022 Equity Incentive Plan (the “2022 Plan”). Equity awards under the 2022 Plan are granted for Class A shares and vest upon the satisfaction of a service-based vesting condition, mostly over a service periods of three years. The RSU granted during 2023 and 2022 also include 0.4 million and 2.1 million RSUs granted to the Company’s Chief Executive Officer, in a total value of $14 million and $44 million, respectively, which will vest over a service period of up to five years.

With respect to Israeli employees, the 2022 Plan is designed to grant awards pursuant to the provision of Section 102 of the Israeli Income Tax Ordinance. In accordance with the capital gains treatment elected by the Company, the Company is not allowed for tax purposes to deduct the amounts credited to employees. This includes amounts recorded as salary benefits in the Company’s consolidated financial statements, in respect of equity granted to employees under the 2022 Plan, with the exception of the benefit component, if any, on the grant date.

Restricted Stock Units

The RSU activity for the years ended December 30, 2023 and December 31, 2022 for RSUs granted to the Company’s employees under the 2022 Plan was as follows:

		Weighted average grant
	Number of RSUs	date fair value per share
	In thousands	U.S. dollars
Outstanding as of December 25, 2021	—	$	—
Granted	12,570		21
Forfeited	(6)		21
Outstanding as of December 31, 2022	12,564		21
Granted	6,782		40
Vested	(4,240)		21
Forfeited	(328)		26
Outstanding as of December 30, 2023	14,778	$	30

As of December 30, 2023, the unrecognized compensation cost related to all unvested RSUs granted under the Company’s 2022 Plan, was $313 million, which is expected to be recognized as expense over a weighted-average period of 2.18 years.

Intel Plan

Prior to the Mobileye IPO, since 2017, employees of the Company had been incentivized and rewarded through the grant of Intel equity awards under the Intel Corporation 2006 Equity Incentive Plan (the “2006 Plan”).

The 2006 Plan provides for the grant of equity awards covering Intel common stock to eligible employees of the Company and contain only a service condition. The equity awards granted generally vest over the course of three years from the grant date.

With respect to Israeli employees, the 2006 Plan is designed to grant awards pursuant to the provision of Section 102 of the Israeli Income Tax Ordinance. In accordance with the capital gains treatment elected by the Company, the Company is not allowed for tax purposes to deduct the amounts credited to employees. This includes amounts recorded as salary benefits in the Company’s consolidated financial statements, in respect of equity granted to employees under the 2006 Plan, with the exception of the benefit component, if any, on the grant date.

Options

Outstanding and exercisable options for Intel’s common stock under Intel’s 2006 Plan as of December 30, 2023 were as follows:

	Outstanding				Exercisable
		Weighted average	Weighted			Weighted
	Number of	remaining	average		Number of	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
$ 4.0 - 21.6	59	2.1	$	6.1	52	$	4.0
$ 22.4 - 24.3	8	0.1		23.5	8		23.5
$55.2	68	0.2		55.2	68		55.2
Total	135	1.0	$	31.7	128	$	32.2

The option activity for the years ended December 30, 2023, December 31, 2022, and December 25, 2021 for options granted to Company’s employees for Intel’s common stock was as follows:

		Weighted
		average	Weighted		Aggregated
	Number of	remaining	average		intrinsic
	options	contractual Life	exercise price		value(1)
	In thousands	In years	U.S. dollars		U.S. dollars in millions
Options outstanding as of December 26, 2020	6,391	2.4	$	29.2	$	114
Exercised	(2,807)	—		29.3		—
Forfeited	(6)	—		24.5		—
Options outstanding as of December 25, 2021	3,578	1.5		29.2		79
Exercised	(1,308)	—		32.8		—
Options outstanding as of December 31, 2022	2,270	0.8		27.1		1
Exercised	(36)	—		22.3		—
Expired	(2,099)	—		26.9		—
Options outstanding as of December 30, 2023	135	1.0	$	31.7	$	3
Options exercisable as of December 30, 2023	128	1.0	$	32.2	$	3

(1)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of Intel’s common stock. On December 30, 2023, December 31, 2022, and December 25, 2021, the Intel share prices were $50.25, $26.43, 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 December 30, 2023 were 7 thousand options with an average weighted exercise price of $21.6.

RSUs

The RSU activity for the years ended December 30, 2023, December 31, 2022, and December 25, 2021 for RSUs granted to Company’s employees for Intel’s common stock was as follows:

		Weighted average grant
	Number of RSUs	date fair value per share
	In thousands	U.S. dollars
Outstanding as of December 26, 2020	4,339	$	44.6
Granted	2,935		47.8
Vested	(1,761)		44.0
Forfeited	(235)		46.4
Outstanding as of December 25, 2021	5,278		46.5
Granted	3,758		43.7
Vested	(2,935)		45.9
Forfeited	(409)		48.1
Outstanding as of December 31, 2022	5,692		44.8
Vested	(2,690)		45.0
Forfeited	(291)		46.1
Outstanding as of December 30, 2023	2,711	$	44.4

Unrecognized expenses

As of December 30, 2023, the unrecognized compensation cost related to stock options and RSUs granted under the Intel 2006 Plan was $82 million, which will be recognized over a weighted average period of 1.02 years.

Share-based compensation expense summary (for both Mobileye and Intel Plans)

Expenses recognized

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

	Year ended
	December 30,		December 31,		December 25,
U.S. dollars in millions	2023		2022		2021
Cost of revenue	$	2	$	2	$	1
Research and development, net		212		153		77
Sales and marketing		7		5		4
General and administrative		31		14		15
Total share-based compensation	$	252	$	174	$	97