|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 2)*
|
Mobileye Global Inc. (Name of Issuer) |
Class A Common Stock, $0.01 par value per share (Title of Class of Securities) |
60741F104 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 60741F104 |
| 1 | Names of Reporting Persons
INTEL CORP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
655,268,015.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
79.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Mobileye Global Inc. | |
| (b) | Address of issuer's principal executive offices:
HAR HOTZVIM, 13 HARTOM STREET, HAR HOTZVIM, 13 HARTOM STREET, JERUSALEM, ISRAEL, 99777513. | |
| Item 2. | ||
| (a) | Name of person filing:
Intel Corporation | |
| (b) | Address or principal business office or, if none, residence:
Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95054-15499 | |
| (c) | Citizenship:
Delaware | |
| (d) | Title of class of securities:
Class A Common Stock, $0.01 par value per share | |
| (e) | CUSIP No.:
60741F104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
655,258,015 shares of Class A common stock, par value $0.01 per share ("Class A Common Stock"), beneficially owned by Intel Overseas Funding Corporation, a Delaware corporation ("Intel Overseas"), through the following direct holdings:
(i) 50,000,000 shares of Class A Common Stock; and
(ii) 605,258,015 shares of Class B common stock, par value $0.01 per share ("Class B Common Stock"), convertible into an equal number of shares of Class A Common Stock at the option of the holder and automatically upon certain transfers as described in the Amended and Restated Certificate of Incorporation of Mobileye Global Inc.
Intel Overseas is a direct wholly-owned subsidiary of Intel Technologies, Inc., a Delaware corporation ("Intel Technologies"). Intel Technologies is in turn a direct wholly-owned subsidiary of Intel International, Inc., a California corporation ("Intel International"). Intel International is directly and indirectly owned and controlled by Intel Corporation (the "Reporting Person"). Each of Intel Technologies, Intel International and the Reporting Person may be deemed to beneficially own the shares beneficially owned by Intel Overseas.
| |
| (b) | Percent of class:
79.8%, reflecting the percentage calculated based upon:
(i) 216,005,938 shares of Class A Common Stock outstanding as of October 15, 2025, as reported in the quarterly report on Form 10-Q of Mobileye Global Inc. filed with the Securities and Exchange Commission on October 23, 2025, of which 50,000,000 shares of Class A Common Stock are beneficially owned by the Reporting Person; and
(ii) 605,268,015 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock, all of which are beneficially owned by the Reporting Person. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
655,258,015 shares (details in Item 4(a) above, incorporated herein by reference) | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
655,258,015 shares (details in Item 4(a) above, incorporated herein by reference) | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
The securities being reported on are based on the direct holdings of Intel Overseas Funding Corporation, a Delaware corporation ("Intel Overseas"). Intel Overseas is a direct wholly-owned subsidiary of Intel Technologies, Inc., a Delaware corporation ("Intel Technologies"). Intel Technologies is in turn a direct wholly-owned subsidiary of Intel International, Inc. a California corporation ("Intel International"). Intel International is directly and indirectly owned and controlled by the Reporting Person. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|