Mobileye Global Inc-A美股招股说明书(2025-07-10版)

The selling stockholder identified in this prospectus supplement, Intel Overseas Funding Corporation, a wholly owned subsidiary of IntelCorporation (“Intel”), is offering 50,000,000 shares of our ClassA common stock. The shares of ClassA common stock being offered by the sellingstockholder represent shares of ClassA common stock issuable to the selling stockholder upon conversion of shares of our ClassB common stock heldby the selling stockholder immediately prior to closing of this offering. See “Principal and Selling Stockholders.” We will not receive any proceedsfrom this offering. Our ClassA common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “MBLY.” The last reported sale price ofour ClassA common stock on the Nasdaq on July9, 2025 was $17.32 per share. We have two classes of authorized common stock: ClassA common stock and ClassB common stock. The rights of the holders of our ClassAcommon stock and ClassB common stock are identical, except with respect to voting, transfer, and conversion rights. Each share of our ClassAcommon stock is entitled to one vote. Each share of our ClassB common stock is entitled to ten votes and is convertible at any time into one share ofour ClassA common stock, subject to certain conditions. Intel beneficially owns all of the outstanding shares of our ClassB common stockrepresenting approximately 98.6% of the voting power of our common stock. Immediately following the completion of this offering, the ConcurrentShare Repurchase (as defined below) and the Conversion (as defined below), Intel will continue to beneficially own all of the outstanding shares of ourClassB common stock and will beneficially own 50million shares of our ClassA common stock, which will represent approximately 81.3% of ouroutstanding common stock (or approximately 80.3% if the underwriters exercise their option to purchase additional shares of our ClassA commonstock in full) and approximately 97.6% of the voting power of our common stock (or approximately 97.4% if the underwriters exercise their option topurchase additional shares of our ClassA common stock in full). As a result, we are and will continue to be a “controlled company” within the meaningof the corporate governance standards of Nasdaq. See “Management — Controlled Company Exemption.”Pursuant to a privately negotiated agreement between us and the selling stockholder, we have separately agreed to purchase from the selling stockholder $100 million aggregate amount of shares of ClassA common stock in a private transaction at a price per share equal to the per share priceat which the underwriters will purchase the ClassA common stock from the selling stockholder in this offering (the “Concurrent Share Repurchase”).Accordingly, we expect to repurchase 6,231,985 shares of ClassA common stock in the Concurrent Share Repurchase transaction upon the closing ofthis offering. This offering is not conditioned upon the closing of the Concurrent Share Repurchase or the Conversion, but the Concurrent ShareRepurchase and the Conversion are conditioned upon the closing of this offering. The underwriters will not receive any compensation for the shares ofour ClassA common stock being repurchased by us. See “Concurrent Share Repurchase.”In addition, the selling stockholder has informed us of its plan to voluntarily convert an additional 50million shares of our outstanding ClassB common stock that it holds into 50million shares of ClassA common stock, contingent on the closing of this offering (the “Conversion”). The sellingstockholder has further informed us that it intends to hold such shares of ClassA common stock at this time and that the Conversion is being effectedsolely to increase the number of shares of ClassA common stock issued and outstanding. Investing in our common stock involves risks. See “Risk Factors” beginning on pageS-8, and the information in the section entitled “Item1.A.RiskFactors” inour Annual Report on Form 10-K for the year ended December28, 2024(the “2024 Form 10-K”) incorporated by reference herein, to readabout certain factors you should consider before buying our common stock. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is a criminaloffense.Per ShareTotal Proceeds, before expenses, to the selling stockholder (1)See “Underwriting” for a description of the compensation payable to the underwriters.The selling stockholder has granted the underwriters a 30-day option to purchase up to an additional 7,500,000 shares of our ClassA common stock at the public offering price less the underwriting discount.The underwriters expect to deliver the shares of ClassA common stock against payment on or about July 11, 2025. Goldman Sachs & Co. LLCBofA Securities TABLE OF