Mobileye signed an agreement to buy Mentee Robotics, with $900 million as the aggregate purchase price
The Jan 5, 2026 agreement paired about $612 million in cash with up to 26,229,714 Mobileye Class A shares; Mobileye's chief executive was a Mentee co-founder who recused himself from the board's consideration.
On Jan 5, 2026, Mobileye Global Inc. (Nasdaq: MBLY) and its subsidiary Mobileye Vision Technologies Ltd. signed a share purchase agreement to acquire 100% of the stock of Mentee Robotics Ltd. Mobileye reported the agreement in an 8-K, the report a US-listed company files to disclose a material event. The filing was filed on Jan 6, 2026 and carries item 1.01, entry into a material definitive agreement, item 3.02, unregistered sales of equity securities, and item 9.01, financial statements and exhibits.1,2,3,4
Under the agreement the aggregate purchase price was $900 million: about $612 million in cash, subject to adjustments, and up to 26,229,714 shares of Mobileye's Class A common stock, subject to adjustment as Mentee options vested before the closing. The agreement allocated all of that stock to the Mentee Founders, the filing's term for Amnon Shashua, Shai Shalev-Shwartz and Lior Wolf, Mentee's chief executive and a co-founder. It put 10% of that stock under a six-month lock-up and set the other 90% to be deposited with a trustee and released in equal portions 24 and 48 months after the closing, subject to continued employment or, in some circumstances, affiliation with Mobileye. At the closing, $95 million of the purchase price was to go into escrow to secure post-closing adjustments and certain indemnification obligations of Mentee's shareholders.5,6,7,8,9
The filing described Amnon Shashua, Mobileye's president and chief executive, as Mentee's chairman, a co-founder and a significant shareholder, and Shai Shalev-Shwartz, Mobileye's chief technology officer, as a Mentee co-founder and significant shareholder. The filing said Shashua would receive about 37.87% of the total consideration, or about $341 million, split evenly between cash and Class A stock, and Shalev-Shwartz about 13.08%, or about $118 million, paid the same way; it added that these values, share numbers and percentages were not final. Mobileye's board approved the acquisition on the recommendation of a strategic transaction committee of four disinterested directors, two of them independent, and Shashua recused himself from its consideration. The audit committee also approved it under the company's related persons transaction policy, and Intel, the sole beneficial holder of Mobileye's Class B common stock, did too.10,11,12,13,14,15,16
The acquisition was subject to closing conditions, among them no legal restraint blocking it and approval by the Israeli Tax Authority of the intended tax treatment of the Class A stock the Mentee Founders were to receive. Mobileye, its subsidiary or Mentee could end the agreement if the closing had not happened within 180 days of the signing, and the agreement provided for no termination fee.17,18,19,20
Our records hold the text of this one 8-K, not the agreement attached to it, and the text we hold states no premium, equity value or enterprise value; it names Mentee but does not describe what it makes.21,22
How each figure was checked
- Mobileye Global and its subsidiary entered into a share purchase agreement on Jan 5, 2026 to acquire 100% of Mentee RoboticsJanuary 5, 2026; 100%SEC EDGAR, Mobileye Form 8-K filed Jan 6, 2026 ↗
- Mobileye's listingNASDAQ: MBLY
- when the 8-K was filedJan 6, 2026
- the items of the 8-K1.01, 3.02, 9.01
- the aggregate purchase price in the agreement: cash and Class A shares$900,000,000; approximately $612 million; 26,229,714SEC EDGAR, Mobileye Form 8-K filed Jan 6, 2026 ↗
- all the stock goes to the Mentee Founders and 10% is under a six month lock-up10%; six monthSEC EDGAR, Mobileye Form 8-K filed Jan 6, 2026 ↗
- the Mentee Founders are Shalev-Shwartz, Shashua and Lior Wolf, Mentee's CEO and a co-founderSEC EDGAR, Mobileye Form 8-K filed Jan 6, 2026 ↗
- the other 90% is deposited with a trustee and released in equal portions 24 and 48 months after closing90%; twenty-four and forty-eight monthsSEC EDGAR, Mobileye Form 8-K filed Jan 6, 2026 ↗
- $95 million of the purchase price goes into escrow at closing$95 million; 50%SEC EDGAR, Mobileye Form 8-K filed Jan 6, 2026 ↗
- Shashua and Shalev-Shwartz are Mobileye officers and Mentee co-founders and significant shareholdersSEC EDGAR, Mobileye Form 8-K filed Jan 6, 2026 ↗
- the founders' shares of the total consideration, paid evenly in cash and Class A stock37.9%; $341 million; 13.08%; $118 millionSEC EDGAR, Mobileye Form 8-K filed Jan 6, 2026 ↗
- the dollar values, share numbers and percentages are not finalSEC EDGAR, Mobileye Form 8-K filed Jan 6, 2026 ↗
- board approval on the recommendation of a committee of four disinterested directors, two independentfour; twoSEC EDGAR, Mobileye Form 8-K filed Jan 6, 2026 ↗
- Shashua recused himself from the board's considerationSEC EDGAR, Mobileye Form 8-K filed Jan 6, 2026 ↗
- the audit committee also approved it under the related persons transaction policySEC EDGAR, Mobileye Form 8-K filed Jan 6, 2026 ↗
- Intel, the sole beneficial holder of Class B stock, also approvedSEC EDGAR, Mobileye Form 8-K filed Jan 6, 2026 ↗
- a closing condition is the absence of a legal restraintSEC EDGAR, Mobileye Form 8-K filed Jan 6, 2026 ↗
- a closing condition is the Israeli Tax Authority's approval of the tax treatment of the Class A stock the founders receiveSEC EDGAR, Mobileye Form 8-K filed Jan 6, 2026 ↗
- termination rights, including if closing does not occur within 180 days of signing180 daysSEC EDGAR, Mobileye Form 8-K filed Jan 6, 2026 ↗
- the agreement provides for no termination feeSEC EDGAR, Mobileye Form 8-K filed Jan 6, 2026 ↗
- what our records hold of this filing
- what our records hold of the deal's documents and the terms they state
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The record
- Company
- Mobileye (CIK 1910139)
- Form
- 8-K
- Accession
- 0001104659-26-001340
- Filed
- Jan 6, 2026
- Period of report
- Jan 5, 2026
- Items
- 1.01 Material agreement, 3.02 Unregistered share sale
The deal
Reported in an 8-K- Jan 6, 2026
Material agreement, Unregistered share sale8-KThis filing
Item 1.01: the company reports a material agreement. The item doesn't say what the agreement is.
SEC EDGAR ↗
The latest filing that moves this deal is an 8-K. Either it reports a material agreement (item 1.01), which doesn't say what the agreement is, so a deal listed only from it may not be a merger or a purchase; or it reports an acquisition or a sale of assets (item 2.01) and we hold no text of it that says the transaction was completed.
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