Mobileye Global Inc.
For the period ended Sep 26, 2026. Filed Oct 29, 2026.
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Sep 26, 2026 · Filed Oct 29, 2026
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Item 5. Other Information
Amendments to Restricted Stock Unit Agreements
On October 28, 2026, Mobileye Global Inc. (the “Company”) entered into amendments to certain outstanding restricted stock unit (“RSU”) award agreements with Moran Shemesh Rojansky, Chief Financial Officer, Shai Shalev-Shwartz, Chief Technology Officer, Yaacov Ohayon, Chief Operating Officer, and Boaz Ouriel, Executive Vice President, EPG Software (collectively, the “Covered Officers”).
Under the amendments, outstanding RSUs covered by the applicable award agreements that remain unvested upon a qualifying termination of employment will become fully vested following such qualifying termination and satisfaction of the applicable release requirements, subject to the conditions described below.
Change in Control. Following the first Change in Control (as defined in the amendments) occurring after the effective date of the amendments, accelerated vesting will apply if a Covered Officer's employment is terminated by the Company or any of its subsidiaries without Cause (as defined in the amendments) or the Covered Officer resigns for Good Reason (as defined in the amendments), in either case during the period beginning three months before and ending eighteen months after such Change in Control and subject to applicable release requirements. For a qualifying termination occurring before the Change in Control, accelerated vesting is conditioned upon the Change in Control occurring and satisfaction of the applicable release requirements. In addition, if outstanding unvested RSUs would otherwise be cancelled without consideration in connection with the Change in Control, such RSUs will become fully vested immediately prior to the consummation of the Change in Control. The Change in Control protection applies only with respect to the first qualifying Change in Control following the effective date of the amendments and does not apply to subsequent transactions.
Executive Transition. The amendments also provide that, following an Executive Transition (defined as the Company's founder and Chief Executive Officer of the Company as of the date of the amendments ceasing to serve as Chief Executive Officer for any reason), outstanding unvested RSUs will become fully vested following a termination of the Covered Officer's employment by the Company or any of its subsidiaries without Cause within eighteen months following the Executive Transition and satisfaction of the applicable release requirements. An Executive Transition alone will not result in accelerated vesting. The Executive Transition provisions do not apply to the RSU award granted to Mr. Ohayon in September 2026.
Except for the acceleration applicable to RSUs that would otherwise be cancelled without consideration in connection with a Change in Control, accelerated vesting is conditioned upon the Covered Officer's execution and non-revocation of a release of claims containing restrictive covenants, confidentiality and intellectual property obligations and related provisions.
In addition, Mobileye Vision Technologies Ltd., an indirect wholly owned subsidiary of the Company, entered into non-binding letters of intent with the Covered Officers stating that, if additional equity awards are granted in the future, it will endeavor to recommend that such awards include change-in-control double-trigger vesting provisions, subject to the discretion and approval of the Compensation Committee or Board of Directors of the Company and the terms of the applicable awards.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the amendments which are filed as Exhibits 10.24, 10.25, 10.26, 10.27 and 10.28 to this Quarterly Report on Form 10‑Q and are incorporated herein by reference.
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