Uber Technologies (UBER) 10-K risk factor changes: FY2025 vs FY2024

- We may fail to offer autonomous vehicle technologies on our [removed: platform,] [added: platform at competitive scale,] fail to offer such technologies [added: or scale] on our platform before our competitors, or such technologies may fail to perform as expected, may be inferior to those offered by our competitors, or may be perceived as less safe than those offered by competitors or non-autonomous vehicles.

- Our growing use of artificial intelligence [added: (“AI”)] and machine learning may present additional risks, including risks associated with algorithm development or use, the tools and data sets used, and/or a complex, developing regulatory environment.

- We are subject to climate [removed: change] risks, including physical and transitional risks, and if we are unable to manage such risks, our business may be adversely impacted.

- Increased attention to, and evolving expectations regarding [removed: sustainability] [added: environmental and social] matters may adversely impact our business, reputation and liabilities, including in the context of certain goals we have announced.

- We face risks related to our collection, use, transfer, disclosure, [added: deletion] and other processing of data, which have resulted and may result in investigations, inquiries, litigation, fines, legislative and regulatory action, and negative press about our privacy and data protection practices.

If, as a result of legislation or judicial decisions, we are required to classify Drivers as [removed: employees,] [added: employees (or as workers or quasi-employees where those statuses exist),] we would incur significant additional expenses for compensating Drivers, including expenses associated with the application of wage and hour laws (including minimum wage, overtime, and meal and rest period requirements), employee benefits, social security contributions, taxes (direct and indirect), and potential penalties.

[removed: Additionally, we may not have adequate Driver supply as Drivers may opt out of our platform] given the loss of flexibility under an employment model, and we may not be able to hire a majority of the Drivers currently using our platform.

Other examples of judicial decisions include a decision by the French Supreme Court that a driver for a third-party meal delivery service was under a “subordinate relationship” of the service, indicating an employment relationship, [removed: a decision] [added: decisions] by the French Supreme Court [added: in 2020 and 2023] that reclassified [removed: an] [added: two] UberX [removed: Driver] [added: Drivers] as [removed: an employee] [added: employees] (which [removed: has been] [added: were] followed by inconsistent appellate decisions regarding employee [removed: status),] [added: status, and, in July 2025, by two French Supreme Court] decisions [added: analyzing Uber’s more recent model that concluded that the Drivers were independent contractors), decisions] by several Swiss governmental bodies ruling that Drivers should be classified as employees for Swiss social security or regulatory purposes, a recent Spanish regulation of food delivery platforms that presumes employment status and a ruling in September 2021 by a Netherlands court that Mobility Drivers are employees within the meaning of the taxi collective bargaining agreement.

[added: As another example, in December 2024, the Mexican Congress passed a bill to amend Mexico’s Federal Labor] Law and reclassify all mobility and delivery earners who make more than one minimum salary a month as employees, with traditional labor law rights, including sharing into the profits of the company.

In addition, if we are required to classify Drivers as employees, workers or quasi-employees, this may impact our current financial statement presentation including revenue, cost of revenue, incentives and promotions as further described in our significant and critical accounting policies in the section titled “Critical Accounting Estimates” included in Part II, Item 7 of this Annual Report on Form 10-K and Note 1 in the section titled “Notes to the Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form [removed: 10-K for the year ended December 31, 2024.][added: 10-K.]

As we and our competitors introduce new products and offerings, and as existing products [added: and offerings] evolve, we expect to become subject to additional competition.

In addition, our competitors may adopt certain of our product [added: or offering] features, or may adopt innovations that Drivers, consumers, merchants, Shippers, and Carriers value more highly than ours, which would render our products [added: or offerings] less attractive or reduce our ability to differentiate our [removed: products.][added: products or offerings.]

We also compete with other ridesharing companies, including certain of our minority-owned entities, for Drivers and riders, including Bolt, Didi, [removed: Grab,] Lyft, and Ola.

Our Delivery offering competes with numerous companies in the meal, grocery and other delivery space in various regions for Drivers, consumers, and merchants, including DoorDash, [removed: Deliveroo, Glovo,] Instacart, Gopuff, Rappi, [removed: iFood,] Delivery Hero, Just Eat Takeaway, and Amazon.

- *Freight.* Our Freight offering competes with global and North American freight brokers and managed transportation providers such as C.H. Robinson, Total Quality Logistics, RXO, XPO, Echo Global Logistics, [removed: DHL,] and [removed: NEXT Trucking.][added: DHL.]

Further, some of our current or potential competitors have, and may in the future continue to have, greater resources and access to larger Driver, consumer, merchant, Shipper, or Carrier bases in [removed: a] particular geographic [removed: market.][added: markets.]

[added: As a result, such competitors may be] able to respond more quickly and effectively than us in such markets to new or changing opportunities, technologies, consumer preferences, regulations, or standards, which may render our products or offerings less attractive.

These investments or strategic transactions, along with other competitive advantages discussed above, may allow our competitors to compete more effectively against us and continue to lower their prices, offer Driver incentives or consumer discounts and promotions, or otherwise attract Drivers, consumers, merchants, Shippers, and [removed: Carriers to their platform and away from ours.]

[added: In] addition, we sometimes introduce new products that we expect to add value to our overall platform and network but which we expect will generate lower Gross Bookings per Trip or a lower Revenue Margin.

In addition, if we are unable to provide high-quality support to platform users or respond to reported incidents, including safety incidents, in a timely and acceptable manner, our ability to [removed: attract and retain platform users could be adversely affected.]

We also take certain measures to protect against fraud, help increase safety, and prevent privacy and security breaches, including terminating access to our platform for users with low ratings or reported incidents, and imposing certain qualifications for Drivers and merchants, which may damage our relationships with [added: platform users or discourage or diminish their use of our platform.]

Our Driver qualification and background check process varies by jurisdiction, and there have been allegations, including from regulators, legislators, prosecutors, taxicab owners, and consumers, [added: and raised by private plaintiffs in courts,] that our background check process is insufficient or inadequate.

Public responses to our safety reports or any future safety reports or similar public reporting of safety incidents claimed to have occurred on our platform, which may include disclosure of reports provided to regulators and other government authorities, as well as public responses to any third-party [removed: assessments of our civil rights impact, may continue to result in positive and negative media coverage, increased regulatory scrutiny, and litigation, and could adversely affect our reputation with platform users.]

While we have taken significant steps to rehabilitate our brand and reputation, the successful rehabilitation of our brand will depend largely on maintaining a good reputation, minimizing the number of safety incidents, continuing an improved culture and workplace practices, improving our compliance programs, continuing to invest in safety features and improvements, maintaining a [added: high quality of service and ethical behavior, and continuing our marketing and public relations efforts.]

If we fail to offer autonomous vehicle technologies on our platform [added: at competitive scale] or fail to offer such technologies [added: or scale] on our platform before our competitors, or if such technologies fail to perform as expected, are inferior to those offered by our competitors, or are perceived as less safe than those offered by competitors or non-autonomous vehicles, our financial performance and prospects would be adversely impacted.

Several [removed: companies other than Aurora,] [added: companies,] including Waymo, Tesla, [added: and] Zoox (a subsidiary of Amazon), [removed: Motional, Avride and Nuro,] are developing autonomous vehicle technologies in the United States, either alone or through collaborations with car manufacturers, as are similar companies globally, and we expect that they will use such technology to further compete with us in the mobility, delivery, or logistics industries.

In the event that our competitors bring autonomous vehicles to market before we are able to offer autonomous vehicles on our platform, deploy their autonomous vehicles on ridesharing, delivery or logistics platforms other than ours, or their technology is or is perceived to be superior to the technology of parties with which we partner to offer autonomous vehicles on our platform, [added: or their infrastructure or operational expertise in support of autonomous vehicles is or is perceived to be superior or more efficient or profitable than offerings on our platform,] they may be able to leverage such technology to compete more effectively with us, which would adversely impact our financial performance and our prospects.

Federal and state government [removed: regulations] [added: regulations, or their equivalents abroad,] specifically designed to govern autonomous vehicle operation, testing and/or manufacture are developing.

These regulations could include requirements that delay or limit our ability to [removed: offer autonomous vehicles on our platform.]

As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: 31,100] [added: 34,000] global employees, of whom approximately [removed: 18,000] [added: 20,300] were located outside the United States.

Moreover, in order to optimize our organizational structure, we have implemented several reductions in workforce and restructurings, and may in [added: the future implement other reductions in workforce.]

For example, due to our significant growth, especially with respect to [removed: our high-growth] emerging [removed: offerings like Delivery and Freight,] [added: offerings,] we face challenges in timely and appropriately designing controls in response to evolving risks of material misstatement.

We are not able to control or predict the actions of platform users and third parties, either during their use of our platform or otherwise, and we may be unable to protect or provide a safe environment for Drivers and consumers as a result of certain actions by [removed: Drivers, consumers, merchants, Carriers, and third parties.]

[added: For example,] in Latin America, there have been numerous reports of Drivers and consumers being victimized by violent crime, such as armed robbery, violent assault, and rape, while taking or providing a trip on our platform.

In addition, the growth of our Delivery offering and launch of lower-cost product types has led to an increase in Drivers and consumers on two wheel vehicles such as [removed: scooters and] [added: scooters,] bicycles, [added: motorbikes, and motorcycles,] who are more vulnerable road users and face a more severe level of injury in the event of a collision than that faced while driving in a vehicle.

It is also possible that products and offerings developed by others will render our [removed: products and offerings noncompetitive or obsolete.]

As of December 31, [removed: 2024,] [added: 2025,] we operated in over 70 countries.

- the resources required to localize our business, which requires the translation of our mobile app and website into foreign languages and the adaptation of our operations to local practices, laws, and regulations and any changes in such practices, [added: laws, and regulations;]

- laws and regulations more restrictive than those in the United States, including laws governing competition, pricing, payment methods, Internet activities, transportation services (such as taxis and vehicles for hire), transportation network companies (such as ridesharing), logistics services, payment processing and payment gateways, real estate tenancy laws, tax and social security laws, employment and labor laws, driver screening and background checks, licensing regulations, email messaging, privacy, location services, collection, use, processing, or sharing of personal information, ownership of intellectual property, [added: AI,] and other activities important to our business;

- import and export restrictions and changes in trade [removed: regulation;][added: regulation, including tariffs;]

Additionally, we may not have adequate Driver supply as Drivers may opt out of our platform

Another example is in France, where the government is seeking social security contributions based on an allegation that Drivers are employees.

The government issued a demand for contributions, which we are challenging and which is subject to ongoing discussions and engagement with authorities.

As another example, in November 2025, the New Zealand Supreme Court ruled that four drivers are employees while logged into the Uber app.

There are also a number of companies developing and introducing autonomous vehicles and technologies

that either are competing with us or may compete with us in the future, including Alphabet (Waymo), Amazon (Zoox), and Tesla.

Carriers to their platform and away from ours.

As of December 31, 2025, we had an accumulated deficit of $10.6 billion.

attract and retain platform users could be adversely affected.

In addition, changes in or increased enforcement efforts pursuant to certain laws and regulations, including immigration and labor and employment laws, or laws that require us to make changes to our platform that decrease accessibility, including removing access to our platform, or flexibility provided to Drivers in certain jurisdictions, may result in a decrease in the pool of Drivers, which may result in increased competition for Drivers or higher costs of attracting and maintaining Drivers.

assessments of our civil rights impact, may continue to result in positive and negative media coverage, increased regulatory scrutiny, and litigation, and could adversely affect our reputation with platform users.

For example, our investments into and commercial partnerships with various autonomous mobility and/or autonomous delivery companies currently support the development and deployment of autonomous vehicle technology capable of operation in the United States and globally.

offer autonomous vehicles on our platform.

Drivers, consumers, merchants, Carriers, and third parties.

products and offerings noncompetitive or obsolete.

- keep up with technological developments;

For example, shifts in consumer behavior, including the use of new or emerging technologies, such as AI-enabled platforms and digital assistants, may disintermediate our relationship with consumers by controlling how our products are accessed, presented or selected, which could redirect demand to competitors and adversely affect our demand and growth.

As a

Our efforts to attract and retain high-quality personnel may be compounded by intensified restrictions on immigration or the availability of work visas.

Any failure to prevent or mitigate security breaches or improper access to, or use, acquisition, disclosure, alteration or destruction of, any such data

cyberattacks.

Europe,

alternatives, as well as the availability, cost and accessibility of EVs to Drivers, and the availability of critical EV charging infrastructure that can be efficiently accessed by Drivers.

A deterioration of general macroeconomic conditions, including slower growth or recession,

If iOS users do not grant us such permission, our ability to target those users for advertisements and to measure the effectiveness of such

In addition, if we are unable to scale our data

We cannot assure you that our business will

results, and cash flows.

As of December 31, 2025, we had U.S. state net operating loss carryforwards of $7.0 billion, including $6.0 billion with limited carryforward periods, an immaterial portion of which will expire beginning with the 2025 tax year if not utilized.

The remaining $1.0 billion have an unlimited carryover period.

As of December 31, 2025, we had foreign net operating loss carryforwards of $20.3 billion, including $961 million with limited carryforward periods, an immaterial portion of which will expire beginning with the 2025 tax year if not utilized.

The remaining $19.3 billion have an unlimited carryover period.

We obtained a favorable ruling in a judicial review, and the Hong Kong Transport Department has appealed the decision.

In September 2024, a constitutional reform to the judiciary in Mexico was approved, establishing that judges will be elected by citizens starting in June 2025; such reform may result in greater uncertainty in litigation outcomes if new judges lack judicial experience.

countries within the EEA.

These issues may continue to lead to costly and time-

beliefs) and (ii) certain decisions based solely on automated processing, including profiling.

Brazil and India similarly passed national privacy laws establishing new rights for individuals, and responsibilities for companies that collect personal data, in 2018 and 2023, respectively.

In addition, we are subject to regulations that prohibit the transfer of personal data to, or access to personal data from, certain countries, such as those implemented by the DOJ prohibiting the bulk transfer of U.S. persons’ sensitive personal data to specified countries, including China and its territories.

Such prohibitions could adversely impact our business and operations.

As another example, in December 2024, the Mexican Congress passed a bill to amend Mexico’s Federal Labor

As a result, such competitors may be

We incurred an operating loss of $1.8 billion in the year ended December 31, 2022, and as of December 31, 2024, we had an accumulated deficit of $20.7 billion.

platform users or discourage or diminish their use of our platform.

high quality of service and ethical behavior, and continuing our marketing and public relations efforts.

For example, in January 2021, we completed the merger of our autonomous technologies business with Aurora, and included a $400 million investment in the combined company and a commercial agreement pursuant to which we and Aurora will collaborate with respect to the launch and commercialization of self-driving vehicles on our ridesharing network.

Additionally, we have entered into commercial partnerships with various autonomous mobility and/or autonomous delivery companies.

the future implement other reductions in workforce.

For example,

laws, and regulations;

For example, in connection with Aurora’s November 2021 initial public offering, we are subject to a 4-year lock-up with respect to our shares in Aurora.

In addition, circumstances that have accelerated the growth of our Delivery offering stemming from stay-at-home order demand related to the pandemic may not continue in the future.

In 2024, we derived 20% of our Mobility Gross Bookings from five metropolitan areas—Chicago, Los Angeles, and New York City in the United States, Sao Paulo in Brazil, and London in the United Kingdom.

numbers, and drivers’ license numbers of approximately 600,000 Drivers, among other information.

impacts on the operation of our platform.

help facilitate the broad adoption of consistent data security measures.

For example, when we set our 2025 climate goals, we anticipated that strong regulatory measures, alongside sustained industry-wide investment, would support our efforts.

inaccurate or otherwise misaligned with stakeholder expectations.

network liquidity.

third-party applications.

mergers, and sales of assets, and restrictions on the payment of dividends or distributions.

As of December 31, 2024, we had U.S. state net operating loss carryforwards of

$7.5 billion that started expiring in 2024 and $1.6 billion that have an unlimited carryover period.

As of December 31, 2024, we had foreign net operating loss carryforwards of $759 million that started expiring in 2024 and $19.2 billion that have an unlimited carryover period.

minimum wages while providing services on our platform.

A judicial review process is pending.

However, these developments may adversely affect our ability to offer ridesharing services and negatively impact our financial performance in Hong Kong.

These include individual,

In September 2024, a constitutional reform to the judiciary in Mexico was approved; secondary regulations are still pending, which are needed to assess the legal impact on our operations in Mexico.

If we are denied payment or other financial licenses or such licenses are revoked, we could be forced to cease or limit

In addition, in March 2022, Uber Technologies, Inc. and Uber B.V. were each fined €2.12 million by the Italian data protection authority for alleged privacy violations stemming from an investigation conducted in 2018.

consumers and new operational requirements for businesses, went into effect in January 2020.

Brazil provides another example, having passed the General Data Protection Law (Lei Geral de Proteção de Dados Pessoais, or LGPD) in 2018, which is now in effect.

and operating results.

If a company we acquire or in which we have an interest loses rights to

agreements may restrict our flexibility in operating our business.”

Section 404 is costly and challenging, and we may not be able to complete evaluation, testing, and any required remediation in a timely fashion.

Management's Discussion and Analysis of Financial Condition and Results of Operations located in our Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] filed on February [removed: 15, 2024,] [added: 14, 2025,] for reference to discussion of the fiscal year ended December 31, [removed: 2022,] [added: 2023,] the earliest of the three fiscal years presented.*

Of particular note are proceedings in California, where on May 5, 2020, the California Attorney General, in conjunction with the city attorneys for San Francisco, Los Angeles and San Diego, filed a complaint in San Francisco Superior Court (the “Court”) against Uber and Lyft, Inc., alleging that drivers are misclassified, and sought an [removed: injunction and monetary damages related to the alleged competitive advantage caused by the alleged misclassification of drivers.]

| *(In millions, except percentages)* | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | % Change | | | | | | % Change (Constant Currency (1)) | | |

| Monthly Active Platform Consumers (“MAPCs”) (2), (3) | | | | | | [removed: 150] [added: 171] | | | | | | [removed: 171] [added: 202] | | | | | | [removed: 14] [added: 18] | | % | | | | | | |

| Trips (2) | | | | | | [removed: 9,448] [added: 11,273] | | | | | | [removed: 11,273] [added: 13,567] | | | | | | [removed: 19] [added: 20] | | % | | | | | | |

| Gross Bookings (2) | | | | | | $ | [removed: 137,865] [added: 162,773] | | | | | $ | [removed: 162,773] [added: 193,454] | | | | | [removed: 18] [added: 19] | | % | | | | [removed: 21] [added: 20] | | % |

| Revenue | | | | | | $ | [removed: 37,281] [added: 43,978] | | | | | $ | [removed: 43,978] [added: 52,017] | | | | | 18 | | % | | | | [removed: 19] [added: 18] | | % |

| Income from operations | | | | | | $ | [removed: 1,110] [added: 2,799] | | | | | $ | [removed: 2,799] [added: 5,565] | | | | | [removed: 152] [added: 99] | | % | | | | | | |

| Net income attributable to Uber Technologies, Inc. | | | | | | $ | [removed: 1,887] [added: 9,856] | | | | | $ | [removed: 9,856] [added: 10,053] | | | | | [added: 2] | | [added: %] | | | | | | |

| Adjusted EBITDA [removed: (1), (2)] [added: (1)] | | | | | | $ | [removed: 4,052] [added: 6,484] | | | | | $ | [removed: 6,484] [added: 8,730] | | | | | [removed: 60] [added: 35] | | % | | | | | | |

| Net cash provided by operating activities [removed: (4)] | | | | | | $ | [removed: 3,585] [added: 7,137] | | | | | $ | [removed: 7,137] [added: 10,099] | | | | | [removed: 99] [added: 42] | | % | | | | | | |

| Free cash flow [removed: (1), (4)] [added: (1)] | | | | | | $ | [removed: 3,362] [added: 6,895] | | | | | $ | [removed: 6,895] [added: 9,763] | | | | | [removed: 105] [added: 42] | | % | | | | | | |

(2) See the section titled “Certain Key [removed: Metrics and Non-GAAP Financial Measures”] [added: Metrics”] below for more information.

Highlights for [removed: 2024][added: 2025]

In the fourth quarter of [removed: 2024,] [added: 2025,] our MAPCs were [removed: 171] [added: 202] million, growing [removed: 14%] [added: 18%] compared to the same period in [removed: 2023.][added: 2024.]

Overall Gross Bookings increased by [removed: $24.9] [added: $30.7] billion in [removed: 2024,] [added: 2025,] up [removed: 18%,] [added: 19%,] or [removed: 21%] [added: 20%] on a constant currency basis, compared to [removed: 2023.][added: 2024.]

Mobility Gross Bookings grew [removed: 25%] [added: 19%] year-over-year, on a constant currency basis, primarily due to an increase in Mobility Trip volumes.

Delivery Gross Bookings grew [removed: 17%] [added: 22%] year-over-year, on a constant currency basis, primarily driven by an increase in Delivery Trip volumes.

Freight Gross Bookings declined [removed: 2%] [added: 1%] year-over-year, on a constant currency [removed: basis.][added: basis, as a result of challenging freight market cycles.]

Revenue was [removed: $44.0] [added: $52.0] billion, up 18% year-over-year, primarily attributable to an increase in Gross Bookings of [removed: 18%.][added: 19%.]

Net income attributable to Uber Technologies, Inc. was [removed: $9.9] [added: $10.1] billion, which includes: (i) a [removed: $6.4] [added: $5.0] billion benefit from the release of our [removed: valuation allowance of certain U.S. federal and state] [added: Netherlands’] deferred tax assets [added: valuation allowance] and (ii) the [removed: favorable] [added: unfavorable] impact of a pre-tax unrealized [removed: gain] [added: loss] on debt and equity securities, net, of [removed: $1.8 billion] [added: $97 million] primarily related to changes in the fair value of our equity securities, including: a [removed: $723] [added: $802] million net unrealized [added: loss on our Aurora investment, a $155 million net unrealized loss on our Lucid investment, partially offset by a $409 million net unrealized] gain on our [removed: Grab] [added: Didi] investment, a [removed: $629] [added: $179] million net unrealized gain on our [removed: Aurora] [added: Waabi] investment, and a [removed: $357] [added: $145] million net unrealized gain on our [removed: Didi] [added: Grab] investment.

Adjusted EBITDA was [removed: $6.5] [added: $8.7] billion, growing [removed: $2.4] [added: $2.2] billion year-over-year.

Mobility Adjusted EBITDA was [removed: $6.5] [added: $7.9] billion, up [removed: $1.5] [added: $1.4] billion year-over-year.

Delivery Adjusted EBITDA was [removed: $2.5] [added: $3.6] billion, up [removed: $965 million] [added: $1.1 billion] year-over-year.

These increases were partially offset by a [removed: $57] [added: $298] million increase in Corporate G&A and Platform R&D costs, [removed: year-over-year][added: year-over-year.]

We ended the year with [removed: $7.0] [added: $7.6] billion in unrestricted cash, cash equivalents and short-term investments.

During the fourth quarter of [removed: 2024,] [added: 2025,] we redeemed [removed: $2.0] [added: $1.15] billion of our outstanding debt.

For additional information, see Note 8 – Long-Term Debt and [removed: Revolving] Credit Arrangements to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

For additional information, see [removed: Note 10] [added: “Note 4] – [removed: Stockholders'] Equity [added: Method Investments”] to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

For additional discussion related to our revenue, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates - Revenue Recognition” as well as “Note 1 – Description of Business and Summary of Significant Accounting Policies - Revenue [removed: Recognition,” and “Note 2 – Revenue”] [added: Recognition”] to our consolidated [added: financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.]

[removed: financial statements] [added: For additional information, see Note 2 – Investments and Fair Value Measurement] included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

General and administrative expenses also include certain [removed: legal related] [added: legal-related] accruals and expenses.

For additional detail related to our debt obligations, see “Note 8 – Long-Term Debt and [removed: Revolving] Credit Arrangements” to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

[removed: -] Interest [removed: income, which] [added: income] consists primarily of interest earned on our cash and cash equivalents, short-term investments, restricted cash and cash equivalents and restricted investments.

Accordingly, our effective tax rate will vary depending on the relative proportion of foreign to domestic income, [removed: changes in the valuation allowance on our U.S.] and [removed: Netherlands' deferred tax assets, and] changes in tax laws.

The income tax benefit was [removed: $5.8] [added: $4.3] billion for the year ended December 31, [removed: 2024,] [added: 2025,] which includes a [removed: $6.4] [added: $5.0] billion benefit related to the release of our valuation allowance on the [removed: U.S. federal and state] [added: Netherlands'] deferred tax assets, [removed: with the exception of our California R&D credits and other non-material deferred] [added: partially offset by] tax [removed: assets.][added: expense on our earnings.]

As of December 31, [removed: 2024,] [added: 2025,] we [removed: demonstrated sustained profitability] [added: were] in [removed: the U.S.] [added: a 12-quarter cumulative income position] based on [removed: U.S.] [added: the Netherlands’] pre-tax book income adjusted for permanent book-to-tax differences.

Based on all available [removed: positive and negative] evidence, including the objective and verifiable positive evidence as described above and anticipated future earnings, we concluded it is more-likely-than-not that [removed: a majority of] our [removed: U.S. federal and state] [added: Netherlands’] deferred tax assets will be realizable.

[removed: We] [added: Based on all available positive and negative evidence, we] continue to maintain a valuation allowance against the California R&D credits, as we believe it is not more-likely-than-not to be realized, as we expect R&D tax credit generation to exceed our ability to use these credits in future periods.

[removed: Furthermore, based] [added: Based] on [added: all] available evidence, [added: including the objective and verifiable positive evidence as described above and anticipated future earnings,] we [removed: believe] [added: concluded] it is more-likely-than-not that [removed: the] [added: our] Netherlands’ [removed: net] deferred tax assets will [removed: not] be [removed: fully] realizable.

injunction and monetary damages related to the alleged competitive advantage caused by the alleged misclassification of drivers.

Interest Income

In evaluating the recoverability of these deferred tax assets, we considered all available evidence, both positive and negative.

The 12-quarter cumulative income position is considered significant positive evidence that is both objective and verifiable.

The historical income position provides us evidence to place greater reliance on projections of future profit as a source of income.

Furthermore, current-year profitability and corresponding positive taxable income in the Netherlands, along with projections of future profit, provides strong positive evidence for the realization of our deferred tax assets in the Netherlands.

Accordingly, we released $5.0 billion of our Netherlands valuation allowance during the year ended December 31, 2025.

We will continue to monitor the need for a valuation allowance against our deferred tax assets on a quarterly basis.

| | | | | | | 2024 | | | | | | 2025 | | |

| | | | | | | | | | | | | | | | | | | 2024 | | | | | | 2025 | | |

| Interest income | | | | | | | | | | | | | | | | | | 2 | | % | | | | 1 | | % |

The change in depreciation and amortization expenses was not material.

Interest expense decreased by $83 million, or 16%, primarily attributable to debt refinancing activities in the second half of 2024 and 2025.

Interest Income

| Interest income | | | | | | | | | | | | | | | | | | | | | | | | $ | 721 | | | | | $ | 743 | | | | | 3 | | % |

The change in interest income was not material.

| Percentage of revenue | | | | | | 3 | | % | | | | — | | % | | | | | | |

In evaluating the recoverability of these deferred tax assets, we considered all available evidence, both positive and negative.

The 12-quarter cumulative income position is considered significant positive evidence that is both objective and verifiable.

The historical income position provides us evidence to place greater reliance on projections of future profit as a source of income.

Furthermore, current-year profitability and corresponding positive taxable income in the Netherlands, along with projections of future profit, provides strong positive evidence for the realization of our deferred tax assets in the Netherlands.

Accordingly, we released $5.0 billion of our Netherlands valuation allowance during the year ended December 31, 2025.

We will continue to monitor the need for a valuation allowance against our deferred tax assets on a quarterly basis.

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The change in loss from equity method investments was not material.

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Certain Key Metrics

| Mobility | | | | | | $ | 18,670 | | | | | $ | 20,554 | | | | | $ | 21,002 | | | | | $ | 22,798 | | | | | $ | 21,182 | | | | | $ | 23,762 | | | | | $ | 25,111 | | | | | $ | 27,442 | |

| Delivery | | | | | | 17,699 | | | | | | 18,126 | | | | | | 18,663 | | | | | | 20,126 | | | | | | 20,377 | | | | | | 21,734 | | | | | | 23,322 | | | | | | 25,431 | | |

| Freight | | | | | | 1,282 | | | | | | 1,272 | | | | | | 1,308 | | | | | | 1,273 | | | | | | 1,259 | | | | | | 1,260 | | | | | | 1,307 | | | | | | 1,267 | | |

tax positions.

| Interest income | | | | | | | | | | | | (721) | | | | | | (743) | | |

The increase in cash from working capital was primarily driven by an increase in our accrued insurance reserves primarily due to liabilities recorded during the period exceeding claims paid out, and accrued expenses and other liabilities, partially offset by the settlement of the Foodpanda Taiwan termination fee as described in Note 1 – Description of Business and Summary of Significant Accounting Policies to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K, as well as an increase in accounts receivable and prepaid expenses and other assets primarily due to tax matters recorded as a receivable in other assets described in the Non-Income Tax Matters section below.

(4) Net cash provided by operating activities and free cash flow during the year ended December 31, 2023 reflected an approximately $789 million (£631 million) cash outflow related to payments of HMRC VAT assessments for the period of March 2022 to June 2023.

Percentage not meaningful.

The increase in revenue was partially offset by business model changes in some countries that classified certain sales and marketing costs as contra revenue, which negatively impacted revenue by $863 million and $713 million across Mobility and Delivery, respectively.

In January 2025, we announced that we entered into an accelerated share repurchase (“ASR”) agreement with a large financial institution to repurchase $1.5 billion of our outstanding common stock as part of our previously announced Share Repurchase Program.

The transactions under the ASR agreement were completed during the first quarter of 2025.

During the year ended December 31, 2023, we implemented a business model change in certain major markets resulting in end-users becoming our customers.

Promotions to end-users considered customers are recognized as contra-revenue while promotions to end-users not considered customers are recognized as sales and marketing expenses.

During the year ended December 31, 2023, we implemented a business model change in certain major markets resulting in end-users becoming our customers.

Promotions to end-users considered customers are recognized as contra-revenue while promotions to end-users not considered customers are recognized as sales and marketing expenses.

- Gain on business divestitures, net.

- Gain (loss) from sale of investments.

- Impairment of equity method investment.

- Revaluation of MLU B.V. call option, which represents changes in fair value recorded on the call option granted to Yandex (“MLU B.V. Call Option”).

Further, given our taxable income position for the annual period ended on December 31, 2024, we utilized more attributes than we generated, which reduces our U.S. federal and state net deferred tax assets.

This information is both objective and verifiable; thereby, representing strong positive evidence that carries significant weight.

We will continue to maintain a valuation allowance against these net deferred tax assets.

We regularly review the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing taxable temporary differences and tax planning strategies by jurisdiction.

Based on our assessment of current income and anticipated future earnings, there is a reasonable possibility that we will have sufficient evidence to release a significant portion of the valuation allowance in the Netherlands within the next 12 months.

However, our judgment regarding future earnings and the exact timing and amount of any valuation allowance release is subject to change due to many factors, including future market conditions and the ability to successfully execute our business plans and/or tax planning strategies.

Release of the valuation allowance would result in the recognition of net deferred tax assets on our consolidated balance sheet and would result in an income tax benefit in the period the release is recorded.

| | | | | | | 2023 | | | | | | 2024 | | |

| | | | | | | | | | | | | | | | | | | 2023 | | | | | | 2024 | | |

The increase in revenue was partially offset by business model changes in some countries that classified certain sales and marketing costs as contra revenue, which negatively impacted revenue by $863 million and $713 million across Mobility and Delivery, respectively.

The decrease in consumer discounts, promotions, credits and refunds includes: a decrease of $1.6 billion, primarily attributed to business model changes in some countries that classified certain sales and marketing costs as contra revenue, partially offset by a $1.3 billion increase in consumer discounts, promotions, credits and refunds globally.

Depreciation and amortization expenses decreased $112 million, or 14%, primarily attributable to a $103 million decrease in amortization and depreciation expenses due to various acquired intangible and fixed assets becoming fully amortized and depreciated during the period.

Interest expense decreased by $110 million, or 17%, primarily attributable to the extinguishment of the 2025 Senior Note in the fourth quarter of 2023, extinguishment of our 2030 Refinanced Term Loans and the 2026 Senior Note in the third quarter and fourth quarter of 2024, respectively.

| Gain on business divestitures, net | | | | | | 204 | | | | | | — | | | | | | (100) | | % |

| Loss from sale of investment | | | | | | (74) | | | | | | — | | | | | | 100 | | % |

Interest income increased by $237 million primarily attributable to a larger investment portfolio compared to the same period in 2023.

Gain on business divestitures, net decreased by $204 million primarily due to a $204 million gain on the sale of interest in Careem Technologies in the fourth quarter of 2023.

investment.

Percentage not meaningful.

Further, given our taxable income position for the annual period ended on December 31, 2024, we utilized more attributes than we generated, which reduces our U.S. federal and state net deferred tax assets.

This information is both objective and verifiable; thereby, representing strong positive evidence that carries significant weight.

The change in income (loss) from equity method investments primarily due to our portion of the net income (loss) of our equity method investment in Careem Technologies in 2024.

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[removed: As a result, our] [added: Our] primary exposure to market risks for changes in interest rates relate primarily to [removed: the new Credit Agreement] [added: our credit agreement] of which we currently have no drawn amounts as of December 31, [removed: 2024.][added: 2025.]

For additional information, see Note 8 – Long-Term Debt and [removed: Revolving] Credit Arrangements in the notes to the consolidated financial statements included in Part II, Item 8, of this Annual Report on Form 10-K.

A hypothetical 100 basis point increase in interest rates would have decreased the fair value of our notes by [removed: $461] [added: $538] million as of December 31, [removed: 2024.][added: 2025.]

We had cash and cash equivalents including restricted cash and cash equivalents totaling [removed: $7.0] [added: $8.6] billion and [removed: $8.6] [added: $9.6] billion as of December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2024,] [added: 2025,] respectively.

Marketable debt securities classified as restricted investments and short-term investments totaled [removed: $8.1] [added: $9.4] billion as of December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] our cash, cash equivalents, and marketable debt securities primarily consist of money market funds, cash deposits, U.S. government securities, U.S. government agency securities, [removed: and] investment-grade corporate debt [added: securities, and asset-backed] securities.

A hypothetical 100 basis point change in interest rates would not have a material effect on our financial [removed: results.][added: results and on the fair value of our marketable debt securities.]

We hold [removed: privately held] [added: privately-held] investments in illiquid private company stock which are inherently difficult to value given the lack of publicly available information.

In certain cases, our ability to sell these investments may be impacted by contractual obligations to hold the securities for a set period of time after a public [removed: offering.][added: offering, until the obligations are fulfilled or the pledged assets are otherwise released under a collateral agreement.]

As of December 31, [removed: 2024,] [added: 2025,] the carrying value of these investments was [removed: $8.8] [added: $9.5] billion, including equity method investments.

We have experienced and will continue to experience fluctuations in our net income/(loss) as a result of transaction gains or [removed: (losses)] [added: losses] related to remeasurement of our asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded.

We enter into foreign currency derivatives to protect forecasted U.S. dollar-equivalent earnings from changes in foreign currency exchange rates.

When the U.S. dollar strengthens, gains from foreign currency forward contracts reduce the foreign currency losses related to our earnings.

When the U.S. dollar weakens, losses from foreign currency forward contracts offset the foreign currency gains related to our earnings.

These hedging contracts reduce, but do not entirely eliminate, the effect of foreign currency exchange rate movements.

We designate these contracts as cash flow hedges for accounting purposes.

We reflect the gains and losses of foreign currency spot rate changes as a component of accumulated other comprehensive income (loss) and subsequently reclassify them into revenues to offset the hedged exposures as they occur.

As of June 30, 2024, we had approximately $1.97 billion in aggregate principal amount outstanding of the 2030 Refinanced Term Loans, which were floating rate notes carried at amortized cost and subject to interest rate risk.

In September 2024, we fully repaid all loans outstanding under this term loan agreement.

Our technology is available in over 70 countries around the world, principally in the United States (“U.S.”) and Canada, Latin [removed: America,] [added: America (“LatAm”),] Europe (excluding Russia), the Middle East, Africa, and Asia Pacific (“APAC”, excluding China and Southeast Asia).

As of December 31, [removed: 2024,] [added: 2025,] we had three operating and reportable segments: Mobility, Delivery and Freight.

After launching our Delivery app, Uber Eats, over [removed: nine] [added: ten] years ago, we believe our Delivery offering increases consumer engagement with the Uber platform overall, which in turn results in broader reach for our Merchants who can attract Uber Eats consumers from Uber without increasing their own costs.

Over the last several years, our Delivery business has expanded to include Uber Direct, our white-label Delivery-as-a-Service offering to retailers and restaurants around the world, as well as [removed: advertising opportunities.][added: advertising.]

| Massive Network | | | | | | Our massive, efficient, and intelligent network consists of [removed: tens] [added: hundreds] of millions of Drivers, consumers, Merchants, Shippers and Carriers, as well as underlying data, technology, and shared infrastructure. Our network becomes smarter with every trip. In more than 15,000 cities around the world (as of December 31, [removed: 2024),] [added: 2025),] our network powers movement at the touch of a button for millions, and we hope eventually billions, of people. | | |

For example, Delivery attracts new consumers to our network—for the three months ended December 31, [removed: 2024,] [added: 2025,] approximately [removed: 61%] [added: 58%] of first-time Delivery consumers were new to our platform.

Additionally, for the three months ended December 31, [removed: 2024,] [added: 2025,] consumers who used both Mobility and Delivery generated [removed: 11.4 Trips per month on average,] [added: over three times the Gross Bookings as] compared to [removed: 5.2 Trips per month on average for] consumers who used a single offering in [removed: cities] [added: countries] where both Mobility and Delivery were offered.

We believe that these trends will improve as we further leverage the power of our [removed: platform.][added: platform, especially as only approximately one in five eligible consumers are currently active monthly across both of our businesses.]

Uber One members have access to discounts, [added: cash back,] special pricing, priority service, and exclusive perks across our rides, delivery and grocery and retail offerings.

Our [added: Uber One] membership [removed: programs are] [added: program is] designed to make utilizing our suite of products a seamless and rewarding experience for our consumers.

As of December 31, [removed: 2024,] [added: 2025,] Uber One member base reached [removed: 30] [added: 46] million.

We [removed: now] [added: also] offer a model that enables brands to partner with Uber on a variety of advertising options on the Uber and Uber Eats apps, and beyond, while connecting with consumers in brand-safe and captivating ways.

We [removed: also] provide comprehensive reporting and analysis, which helps brands fine-tune their understanding of consumers and create more impactful campaigns as they connect with consumers at relevant points throughout their journeys and transactions.

We face significant competition in each of the mobility and delivery industries globally and in the logistics industry in the [removed: United States and Canada] [added: North America] from existing, well-established, and low-cost alternatives, and in the future we expect to face competition from new market entrants given the low barriers to entry that characterize these industries.

We also compete with other ridesharing companies for Drivers and Riders, including Bolt, Didi, [removed: Grab,] Lyft, and Ola.

Our Delivery offering competes with numerous companies in the meal, grocery and other delivery space in various regions for [removed: drivers,] [added: Drivers,] consumers, and merchants, including DoorDash, [removed: Deliveroo, Glovo,] Instacart, Gopuff, Rappi, [removed: iFood,] Delivery Hero, Just Eat Takeaway, and Amazon.

Our Freight offering competes with global and North American freight brokers and managed transportation providers such as C.H. Robinson, Total Quality Logistics, RXO, XPO, Echo Global Logistics, [removed: DHL,] and [removed: NEXT Trucking.][added: DHL.]

Further, certain [removed: jurisdictions, including Argentina, Germany, Italy, Japan, South Korea, and Spain, six countries that we have identified as expansion markets,] [added: jurisdictions] have adopted laws, rules, and regulations banning certain ridesharing products or imposing extensive operational restrictions.

We are a global company and as of December 31, [removed: 2024,] [added: 2025,] we and our subsidiaries had approximately [removed: 31,100] [added: 34,000] employees globally and operations in over 70 countries and more than 15,000 cities around the world.

- Learning and Growth: We have partnered with learning and academic institutions to provide opportunities to eligible Drivers and/or their family members through undergraduate degree programs and courses on entrepreneurship, skills [added: development and language learning.]

For example, since its launch in 2018, our partnership with Arizona State University has enrolled nearly [removed: 15,000] [added: 8,850] Drivers and their family members in [added: the Arizona State University Uber Educational Program with full tuition coverage, and more than 10,000 Drivers and their family members have had over 19,000 enrollments in] English language learning and entrepreneurship courses.

- Engagement: We [removed: are] [added: remain] focused on listening to and responding to the ideas and concerns of Drivers and Merchants who use our platform.

In locations around the world, we [removed: are piloting] [added: continue to explore] innovative ways for Drivers to participate in meaningful dialogue with us.

There are also a number of companies developing and introducing autonomous vehicles and technologies that either are competing with us or may compete with us in the future, including Alphabet (Waymo), Amazon (Zoox), and Tesla.

◦Global: We renewed our agreement with the ITF (International Transport Workers’ Federation), a democratic, affiliate-led federation of over 700 transport workers’ unions from 150 countries, representing 16.5 million workers.

The agreement invites collaboration on topics such as trade union representation, freedom of association and bargaining, working conditions, health and safety, social protections, and dispute resolution.

◦Spain: In 2024, Uber Eats and the UGT (Unión General de Trabajadores) signed a memorandum of understanding aimed at improving working conditions for platform workers across the entire delivery sector, focusing on safety, training, and collective representation.

◦We welcomed a number of policy developments and agreements across the globe, including:

▪In Canada, the provinces of British Columbia and Ontario introduced laws guaranteeing minimum earnings, transparency, and deactivation notices for platform drivers and couriers, while preserving their independent contractor status.

▪In Australia, the passage of the Fair Work Legislation Amendment affirms platform workers’ independent status while guaranteeing access to minimum pay standards, superannuation, and deactivation protections.

Our Eats Pass membership program continues to remain available in select cities as a subscription offering.

◦In Washington State, we partnered with industry and labor to support a bill regulating rideshare, including minimum earnings, sick leave, paid family and medical leave, and workers’ compensation coverage for drivers.

◦In New York and Massachusetts, we reached agreements with the Attorneys General that introduce new protections for rideshare drivers in these states, including minimum earnings and various benefits.

◦In France, we reached a number of sectoral bargaining agreements with elected workers’ representatives to implement new standards related to minimum guaranteed revenues for couriers, minimum fare per trip for drivers, and deactivation transparency and appeals process for both.

development and language learning.

Note 14 – Commitments and Contingencies to our consolidated financial statements for the year ended December 31, [removed: 2024] [added: 2025] contained in this Annual Report on Form 10-K includes information on legal proceedings that constitute material contingencies for financial reporting purposes that could have a material adverse effect on our consolidated financial position, liquidity or results of operations if they were resolved in a manner that is adverse to us.

While it is not possible to determine the outcome of the legal actions, investigations, and proceedings brought against us, we believe that, except for the matters described [removed: above,] [added: below,] the resolution of all such matters will not have a material adverse effect on our consolidated financial position or liquidity, but could be material to our consolidated results of operations in any one accounting period.

The most significant of these matters are described below.

Legal Proceedings That Are Not Described in Note 14 – Commitments and Contingencies to Our Consolidated Financial Statements

In addition to the matters that are identified in Note 14 – Commitments and Contingencies to our consolidated financial statements for the year ended December 31, 2024 contained in this Annual Report on Form 10-K, and incorporated into this item by reference, the following matters also constitute material pending legal proceedings, other than ordinary course litigation incidental to our business, to which we are or any of our subsidiaries is a party.

Australia Class Actions

In May 2019, an Australian law firm filed a class action in the Supreme Court of Victoria, Australia, against us and certain of our subsidiaries, on behalf of certain participants in the taxi, hire-car, and limousine industries.

The plaintiff alleges that the Uber entities conspired to injure the group members during the period 2014 to 2017 by either directly breaching transport legislation or commissioning offenses against transport legislation by UberX Drivers in Australia.

The claim alleges, in effect, that these operations caused loss and damage to the class representative and class members, including lost income and decreased value of certain taxi licenses.

In March, April and October 2020, the same Australian law firm filed four additional class action lawsuits alleging the same claim.

In December 2024, the Supreme Court of Victoria approved a settlement with no admission of liability by Uber.

The approval is subject to any appeals and the approval of the Supreme Court of Western Australia.

Other Legal Proceedings

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June [removed: 28, 2024,] [added: 30, 2025,] the last business day of the registrant's most recently completed second fiscal quarter, was approximately [removed: $147.0] [added: $187.6] billion based upon the closing price reported for such date on the New York Stock Exchange.

The number of shares of the registrant's common stock outstanding as of February [removed: 11, 2025] [added: 10, 2026] was [removed: 2,089,008,865.][added: 2,058,115,983.]

Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, [removed: 2024.][added: 2025.]

| | | | [Special Note Regarding Forward-Looking [removed: Statements](#i2ba0389620f447e493dc681b4ea7bbd2_13)] [added: Statements](#ibaf6f49d29284275967a0ba81f2a21ee_13)] | | | [removed: [2](#i2ba0389620f447e493dc681b4ea7bbd2_13)] [added: [2](#ibaf6f49d29284275967a0ba81f2a21ee_13)] | | |

| Item 1. | | | [removed: [Business](#i2ba0389620f447e493dc681b4ea7bbd2_19)] [added: [Business](#ibaf6f49d29284275967a0ba81f2a21ee_19)] | | | [removed: [4](#i2ba0389620f447e493dc681b4ea7bbd2_19)] [added: [4](#ibaf6f49d29284275967a0ba81f2a21ee_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i2ba0389620f447e493dc681b4ea7bbd2_22)] [added: Factors](#ibaf6f49d29284275967a0ba81f2a21ee_22)] | | | [removed: [9](#i2ba0389620f447e493dc681b4ea7bbd2_22)] [added: [9](#ibaf6f49d29284275967a0ba81f2a21ee_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i2ba0389620f447e493dc681b4ea7bbd2_25)] [added: Comments](#ibaf6f49d29284275967a0ba81f2a21ee_25)] | | | [removed: [45](#i2ba0389620f447e493dc681b4ea7bbd2_25)] [added: [45](#ibaf6f49d29284275967a0ba81f2a21ee_25)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i2ba0389620f447e493dc681b4ea7bbd2_28)] [added: [Cybersecurity](#ibaf6f49d29284275967a0ba81f2a21ee_28)] | | | [removed: [45](#i2ba0389620f447e493dc681b4ea7bbd2_28)] [added: [45](#ibaf6f49d29284275967a0ba81f2a21ee_28)] | | |

| Item 2. | | | [removed: [Properties](#i2ba0389620f447e493dc681b4ea7bbd2_31)] [added: [Properties](#ibaf6f49d29284275967a0ba81f2a21ee_31)] | | | [removed: [46](#i2ba0389620f447e493dc681b4ea7bbd2_31)] [added: [46](#ibaf6f49d29284275967a0ba81f2a21ee_31)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i2ba0389620f447e493dc681b4ea7bbd2_34)] [added: Proceedings](#ibaf6f49d29284275967a0ba81f2a21ee_34)] | | | [removed: [46](#i2ba0389620f447e493dc681b4ea7bbd2_34)] [added: [46](#ibaf6f49d29284275967a0ba81f2a21ee_34)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i2ba0389620f447e493dc681b4ea7bbd2_37)] [added: Disclosures](#ibaf6f49d29284275967a0ba81f2a21ee_37)] | | | [removed: [47](#i2ba0389620f447e493dc681b4ea7bbd2_37)] [added: [46](#ibaf6f49d29284275967a0ba81f2a21ee_37)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i2ba0389620f447e493dc681b4ea7bbd2_43)] [added: Securities](#ibaf6f49d29284275967a0ba81f2a21ee_43)] | | | [removed: [47](#i2ba0389620f447e493dc681b4ea7bbd2_43)] [added: [46](#ibaf6f49d29284275967a0ba81f2a21ee_43)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i2ba0389620f447e493dc681b4ea7bbd2_46)] [added: [\[Reserved\]](#ibaf6f49d29284275967a0ba81f2a21ee_46)] | | | [removed: [48](#i2ba0389620f447e493dc681b4ea7bbd2_46)] [added: [48](#ibaf6f49d29284275967a0ba81f2a21ee_46)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2ba0389620f447e493dc681b4ea7bbd2_49)] [added: Operations](#ibaf6f49d29284275967a0ba81f2a21ee_49)] | | | [removed: [48](#i2ba0389620f447e493dc681b4ea7bbd2_49)] [added: [48](#ibaf6f49d29284275967a0ba81f2a21ee_49)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i2ba0389620f447e493dc681b4ea7bbd2_91)] [added: Risk](#ibaf6f49d29284275967a0ba81f2a21ee_94)] | | | [removed: [68](#i2ba0389620f447e493dc681b4ea7bbd2_91)] [added: [67](#ibaf6f49d29284275967a0ba81f2a21ee_94)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i2ba0389620f447e493dc681b4ea7bbd2_94)] [added: Data](#ibaf6f49d29284275967a0ba81f2a21ee_97)] | | | [removed: [70](#i2ba0389620f447e493dc681b4ea7bbd2_94)] [added: [68](#ibaf6f49d29284275967a0ba81f2a21ee_97)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i2ba0389620f447e493dc681b4ea7bbd2_232)] [added: Disclosure](#ibaf6f49d29284275967a0ba81f2a21ee_232)] | | | [removed: [128](#i2ba0389620f447e493dc681b4ea7bbd2_232)] [added: [122](#ibaf6f49d29284275967a0ba81f2a21ee_232)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i2ba0389620f447e493dc681b4ea7bbd2_235)] [added: Procedures](#ibaf6f49d29284275967a0ba81f2a21ee_235)] | | | [removed: [128](#i2ba0389620f447e493dc681b4ea7bbd2_235)] [added: [123](#ibaf6f49d29284275967a0ba81f2a21ee_235)] | | |

| Item 9B. | | | [Other [removed: Information](#i2ba0389620f447e493dc681b4ea7bbd2_238)] [added: Information](#ibaf6f49d29284275967a0ba81f2a21ee_238)] | | | [removed: [129](#i2ba0389620f447e493dc681b4ea7bbd2_238)] [added: [123](#ibaf6f49d29284275967a0ba81f2a21ee_238)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i2ba0389620f447e493dc681b4ea7bbd2_241)] [added: Inspections](#ibaf6f49d29284275967a0ba81f2a21ee_244)] | | | [removed: [129](#i2ba0389620f447e493dc681b4ea7bbd2_241)] [added: [123](#ibaf6f49d29284275967a0ba81f2a21ee_244)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i2ba0389620f447e493dc681b4ea7bbd2_247)] [added: Governance](#ibaf6f49d29284275967a0ba81f2a21ee_250)] | | | [removed: [129](#i2ba0389620f447e493dc681b4ea7bbd2_247)] [added: [123](#ibaf6f49d29284275967a0ba81f2a21ee_250)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i2ba0389620f447e493dc681b4ea7bbd2_250)] [added: Compensation](#ibaf6f49d29284275967a0ba81f2a21ee_253)] | | | [removed: [129](#i2ba0389620f447e493dc681b4ea7bbd2_250)] [added: [124](#ibaf6f49d29284275967a0ba81f2a21ee_253)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2ba0389620f447e493dc681b4ea7bbd2_253)] [added: Matters](#ibaf6f49d29284275967a0ba81f2a21ee_256)] | | | [removed: [129](#i2ba0389620f447e493dc681b4ea7bbd2_253)] [added: [124](#ibaf6f49d29284275967a0ba81f2a21ee_256)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i2ba0389620f447e493dc681b4ea7bbd2_256)] [added: Independence](#ibaf6f49d29284275967a0ba81f2a21ee_259)] | | | [removed: [129](#i2ba0389620f447e493dc681b4ea7bbd2_256)] [added: [124](#ibaf6f49d29284275967a0ba81f2a21ee_259)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i2ba0389620f447e493dc681b4ea7bbd2_259)] [added: Services](#ibaf6f49d29284275967a0ba81f2a21ee_262)] | | | [removed: [129](#i2ba0389620f447e493dc681b4ea7bbd2_259)] [added: [124](#ibaf6f49d29284275967a0ba81f2a21ee_262)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i2ba0389620f447e493dc681b4ea7bbd2_265)] [added: Schedules](#ibaf6f49d29284275967a0ba81f2a21ee_268)] | | | [removed: [130](#i2ba0389620f447e493dc681b4ea7bbd2_265)] [added: [124](#ibaf6f49d29284275967a0ba81f2a21ee_268)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i2ba0389620f447e493dc681b4ea7bbd2_268)] [added: Summary](#ibaf6f49d29284275967a0ba81f2a21ee_271)] | | | [removed: [130](#i2ba0389620f447e493dc681b4ea7bbd2_268)] [added: [124](#ibaf6f49d29284275967a0ba81f2a21ee_271)] | | |

- our expectations regarding our competitors’ use of incentives and promotions, [removed: our competitors’ ability to raise capital,] and the effects of such incentives and promotions on our growth and results of operations;

- the size of our addressable markets, market share, category positions, and market trends, including our ability to grow our [removed: business in the countries we have identified as expansion markets;][added: business;]

| | | | [Exhibit Index](#ibaf6f49d29284275967a0ba81f2a21ee_274) | | | [125](#ibaf6f49d29284275967a0ba81f2a21ee_274) | | |

| | | | [Signatures](#ibaf6f49d29284275967a0ba81f2a21ee_277) | | | [127](#ibaf6f49d29284275967a0ba81f2a21ee_277) | | |

| | | | [Exhibit Index](#i2ba0389620f447e493dc681b4ea7bbd2_271) | | | [131](#i2ba0389620f447e493dc681b4ea7bbd2_271) | | |

| | | | [Signatures](#i2ba0389620f447e493dc681b4ea7bbd2_274) | | | [133](#i2ba0389620f447e493dc681b4ea7bbd2_274) | | |

The cybersecurity program is also supported by Uber’s Chief Privacy Officer and [removed: Associate General Counsel,] [added: Vice President,] Privacy & Cybersecurity (“CPO”), who has served in that role since [removed: August 2018.][added: November 2025.]

The CPO has over three decades of [removed: experience as a] legal [removed: advisor to multinational corporations,] [added: experience spanning across technology, government, privacy, AI, cybersecurity, and media,] including [removed: serving] [added: having served] as Chief Privacy [removed: & Security Counsel for a] [added: Officer at two] Fortune [removed: 100 technology company] [added: 500 companies] prior to her role at Uber.

The cybersecurity program is supported by other members of Uber’s senior management team as well, including the Chief Legal [removed: Officer, Chief Architect Officer,] [added: Officer] and [removed: Global Data Protection] [added: Chief Technology] Officer.

[removed: For a discussion regarding risks from cybersecurity threats, see our risk factors, including the risk factors titled “—We have experienced, and may experience security or privacy breaches or other unauthorized or improper access to, use of, disclosure of,] alteration of or destruction of our proprietary or confidential data, employee data, or platform user data, which could cause loss of revenue, harm to our brand, business disruption, and significant liabilities”, “—Cyberattacks, including computer malware, ransomware, viruses, denial of service attacks, spamming, phishing and social engineering attacks could harm our reputation, business, and operating results”, “—We currently are subject to a number of inquiries, investigations, and requests for information from the DOJ, other federal, state and local government agencies and other foreign government agencies, the adverse outcomes of which could harm our business” and “—We face risks related to our collection, use, transfer, disclosure, and other processing of data, which could result in investigations, inquiries, litigation, fines, legislative and regulatory action, and negative press about our privacy and data protection practices” in Part I, Item 1A of this Annual Report on Form 10-K.

For a discussion regarding risks from cybersecurity threats, see our risk factors, including the risk factors titled “—We have experienced, and may experience security or privacy breaches or other unauthorized or improper access to, use of, disclosure of,

As of December 31, [removed: 2024,] [added: 2025,] we leased and owned office facilities around the world totaling [removed: 8.8] [added: 9.3] million square feet, including [removed: 2.1] [added: 1.8] million square feet for our corporate headquarters in the San Francisco Bay Area, California.

As of February [removed: 11, 2025,] [added: 10, 2026,] there were [removed: 1,249] [added: 1,207] holders of record of our common stock.

The following table summarizes the share repurchase activity for the three months ended December 31, [removed: 2024:][added: 2025:]

For additional information, refer to Note 10 – Stockholders' Equity in the notes to the consolidated financial statements included [added: in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.]

An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each index on December 31, [removed: 2019,] [added: 2020,] and its relative performance is tracked through December 31, [removed: 2024.][added: 2025.]

[removed: ][added: ]

| October 1, 2025 to October 31, 2025 | | | | | | 5,746 | | | | | | $ | 95.39 | | | | | 5,746 | | | | | | $ | 20,568 | |

| November 1, 2025 to November 30, 2025 | | | | | | 9,689 | | | | | | $ | 87.94 | | | | | 9,689 | | | | | | $ | 19,716 | |

| December 1, 2025 to December 31, 2025 | | | | | | 5,934 | | | | | | $ | 84.18 | | | | | 5,934 | | | | | | $ | 19,216 | |

| Total | | | | | | 21,369 | | | | | | | | | | | | 21,369 | | | | | | | | |

In July 2025, our board of directors authorized an additional $20.0 billion for the repurchase of common stock.

These authorizations (collectively, the “Share Repurchase Program”) total $27.0 billion.

| October 1, 2024 to October 31, 2024 | | | | | | 3,605 | | | | | | $ | 76.56 | | | | | 3,605 | | | | | | $ | 6,024 | |

| November 1, 2024 to November 30, 2024 | | | | | | 2,024 | | | | | | $ | 70.77 | | | | | 2,024 | | | | | | $ | 5,881 | |

| December 1, 2024 to December 31, 2024 | | | | | | 2,032 | | | | | | $ | 64.34 | | | | | 2,032 | | | | | | $ | 5,750 | |

| Total | | | | | | 7,661 | | | | | | | | | | | | 7,661 | | | | | | | | |

in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

| [Report of Independent Registered Public Accounting [removed: Firm](#i2ba0389620f447e493dc681b4ea7bbd2_100)] [added: Firm](#ibaf6f49d29284275967a0ba81f2a21ee_103)] (PCAOB ID 238) | | | [removed: [71](#i2ba0389620f447e493dc681b4ea7bbd2_100)] [added: [69](#ibaf6f49d29284275967a0ba81f2a21ee_103)] | | |

| [Consolidated Balance [removed: Sheets](#i2ba0389620f447e493dc681b4ea7bbd2_103)] [added: Sheets](#ibaf6f49d29284275967a0ba81f2a21ee_106)] | | | [removed: [74](#i2ba0389620f447e493dc681b4ea7bbd2_103)] [added: [72](#ibaf6f49d29284275967a0ba81f2a21ee_106)] | | |

| [Consolidated Statements of [removed: Operations](#i2ba0389620f447e493dc681b4ea7bbd2_106)] [added: Operations](#ibaf6f49d29284275967a0ba81f2a21ee_109)] | | | [removed: [75](#i2ba0389620f447e493dc681b4ea7bbd2_106)] [added: [73](#ibaf6f49d29284275967a0ba81f2a21ee_109)] | | |

[removed: | [Consolidated Statements of Comprehensive Income (Loss)](#i2ba0389620f447e493dc681b4ea7bbd2_109) | | | [76](#i2ba0389620f447e493dc681b4ea7bbd2_109) | | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME]

| [Consolidated Statements of Redeemable Non-Controlling Interests and [removed: Equity](#i2ba0389620f447e493dc681b4ea7bbd2_112)] [added: Equity](#ibaf6f49d29284275967a0ba81f2a21ee_115)] | | | [removed: [77](#i2ba0389620f447e493dc681b4ea7bbd2_112)] [added: [75](#ibaf6f49d29284275967a0ba81f2a21ee_115)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i2ba0389620f447e493dc681b4ea7bbd2_115)] [added: Flows](#ibaf6f49d29284275967a0ba81f2a21ee_118)] | | | [removed: [80](#i2ba0389620f447e493dc681b4ea7bbd2_115)] [added: [78](#ibaf6f49d29284275967a0ba81f2a21ee_118)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i2ba0389620f447e493dc681b4ea7bbd2_118)] [added: Statements](#ibaf6f49d29284275967a0ba81f2a21ee_121)] | | | [removed: [82](#i2ba0389620f447e493dc681b4ea7bbd2_118)] [added: [80](#ibaf6f49d29284275967a0ba81f2a21ee_121)] | | |

| [Schedule II - Valuation and Qualifying Accounts for the Years Ended December 31, [removed: 2022, 2023] [added: 2023, 2024] and [removed: 2024](#i2ba0389620f447e493dc681b4ea7bbd2_229)] [added: 2025](#ibaf6f49d29284275967a0ba81f2a21ee_229)] | | | [removed: [128](#i2ba0389620f447e493dc681b4ea7bbd2_229)] [added: [122](#ibaf6f49d29284275967a0ba81f2a21ee_229)] | | |

We have audited the accompanying consolidated balance sheets of Uber Technologies, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations, of comprehensive [removed: income (loss),] [added: income,] of redeemable non-controlling interests and equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial [added: statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.]

As described in [removed: Notes] [added: Note] 1 [removed: and 2] to the consolidated financial statements, the Company derives its revenues from Drivers’ and Merchants’ use of the Company’s platform, on-demand lead generation, and related services in connection with Mobility and Delivery services, as well as from direct fees charged to end-users for use of the platform [removed: or] [added: and] in exchange for Mobility or Delivery services.

For the year ended December 31, [removed: 2024,] [added: 2025,] the Company’s Mobility and Delivery revenue was [removed: $38.8] [added: $46.9] billion and consumer discounts, promotions, credits and refunds provided to end-users who are not customers totaled [removed: $1.4] [added: $1.6] billion, of which a significant portion relates to discounts and promotions.

These procedures also included, among others, testing, on a sample basis, trip transaction attributes and assessing management’s classification of new or changed agreements by examining documentation [removed: of] [added: related to] the agreement terms, trip receipts, and other support, and assessing the impact of [removed: those terms and attributes] [added: this documentation] on the presentation of revenue and income statement classification.

In addition, management uses assumptions based on actuarial judgment related to claim and loss development [removed: patterns and] [added: patterns,] expected loss costs, [removed: which consider] [added: the] frequency [removed: trends,] [added: and] severity [removed: trends,] [added: of claims,] and relevant industry data.

The Company’s short-term and long-term insurance reserves as of December 31, [removed: 2024] [added: 2025] totaled [removed: $9.8] [added: $12.5] billion.

The principal considerations for our determination that performing procedures relating to the valuation of insurance reserves is a critical audit matter are the significant judgment by management when developing the estimate of the insurance reserves, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the actuarial methods and management’s significant assumptions related to loss development [removed: patterns and] [added: patterns,] expected loss [removed: costs.][added: costs, and frequency and severity.]

These procedures included testing the effectiveness of controls relating to the Company’s valuation of insurance reserves, including controls over the development of the significant assumptions related to loss development [removed: patterns and] [added: patterns,] expected loss [removed: costs.][added: costs, and frequency and severity.]

[removed: Testing management’s process for estimating the insurance reserves involved evaluating the appropriateness of management’s actuarial methods, evaluating the reasonableness of the significant] assumptions used by management related to loss development [removed: patterns and] [added: patterns,] expected loss [removed: costs] [added: costs, and frequency and severity] used in those methods, and testing the completeness and accuracy of data used by management.

| | | | | | | [removed: As of December 31, 2023] [added: 2023] | | | | | | [removed: As of December 31, 2024] [added: 2024] | | | [added: | | | | | |]

| Cash and cash equivalents | | | | | | $ | 4,680 | | | | | $ | 5,893 | | [added: | | | $ | 7,105 | |]

| Short-term investments | | | | | | [removed: 727] [added: 1,084] | | | | | | [removed: 1,084] [added: 528] | | |

| Restricted cash and cash equivalents [added: - current] | | | | | | 805 | | | | | | 545 | | | [added: | | | 631 | | |]

| Accounts receivable, net of allowance of [removed: $91] [added: $95] and [removed: $95,] [added: $91,] respectively | | | | | | [removed: 3,404] [added: 3,333] | | | | | | [removed: 3,333] [added: 3,827] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 1,681] [added: 1,390] | | | | | | [removed: 1,390] [added: 1,902] | | |

| Total current assets | | | | | | [removed: 11,297] [added: 12,245] | | | | | | [removed: 12,245] [added: 13,993] | | |

| Restricted cash and cash equivalents | | | | | | [removed: 1,519] [added: 2,172] | | | | | | [removed: 2,172] [added: 1,911] | | |

| Restricted investments | | | | | | [removed: 4,779] [added: 7,019] | | | | | | [removed: 7,019] [added: 8,874] | | |

| Investments | | | | | | [removed: 6,101] [added: 8,460] | | | | | | [removed: 8,460] [added: 9,178] | | |

| Equity method investments | | | | | | [removed: 353] [added: 302] | | | | | | [removed: 302] [added: 287] | | |

| Property and equipment, net | | | | | | [removed: 2,073] [added: 1,952] | | | | | | [removed: 1,952] [added: 1,897] | | |

| Operating lease right-of-use assets | | | | | | [removed: 1,241] [added: 1,158] | | | | | | [removed: 1,158] [added: 1,114] | | |

| Intangible assets, net | | | | | | [removed: 1,425] [added: 1,125] | | | | | | [removed: 1,125] [added: 1,048] | | |

| Goodwill | | | | | | [removed: 8,151] [added: 8,066] | | | | | | [removed: 8,066] [added: 8,931] | | |

| Deferred tax assets | | | | | | [removed: 170] [added: 6,171] | | | | | | [removed: 6,171] [added: 10,951] | | |

| Other assets | | | | | | [removed: 1,590] [added: 2,574] | | | | | | [removed: 2,574] [added: 3,618] | | |

| Total assets | | | | | | $ | [removed: 38,699] [added: 51,244] | | | | | $ | [removed: 51,244] [added: 61,802] | |

| Accounts payable | | | | | | $ | [removed: 790] [added: 858] | | | | | $ | [removed: 858] [added: 1,013] | |

Testing management’s process for estimating the insurance reserves involved evaluating the appropriateness of management’s actuarial methods, evaluating the reasonableness of the significant

| Change in unrealized gain (loss) on cash flow hedges | | | | | | — | | | | | | — | | | | | | (5) | | |

| Balance as of December 31, 2024 | | | | | | $ | 93 | | | | | | | | 2,107,953 | | | | | | $ | — | | | | | $ | 42,801 | | | | | $ | (517) | | | | | $ | (20,726) | | | | | $ | 825 | | | | | $ | 22,383 | |

| Redemption of non-controlling interest | | | | | | (109) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Re-measurement of non-controlling interests | | | | | | 107 | | | | | | | | | — | | | | | | — | | | | | | (107) | | | | | | — | | | | | | — | | | | | | — | | | | | | (107) | | | | | |

| Reclassification of non-controlling interest | | | | | | (2) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 2 | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Settlement of convertible senior notes | | | | | | — | | | | | | | | | 576 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Unrealized gain (loss) on investments in available-for-sale debt securities, net of tax | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 9 | | | | | | — | | | | | | — | | | | | | 9 | | | | | |

| Unrealized gain (loss) on cash flow hedges | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (5) | | | | | | — | | | | | | — | | | | | | (5) | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of December 31, 2025 | | | | | | $ | 165 | | | | | | | | 2,067,905 | | | | | | $ | — | | | | | $ | 38,101 | | | | | $ | (432) | | | | | $ | (10,628) | | | | | $ | 877 | | | | | $ | 27,918 | | | | |

In the fourth quarter of 2024, we recorded an expense of $236 million in other income (expense), net in our consolidated statement of operations for the settlement of a termination fee.

In April 2025, we settled the termination fee in cash.

Payment service

The accounting treatment for derivative gains and losses depends on whether the instrument is designated as a hedging instrument and the nature of the underlying exposure.

For derivative contracts that are designated as cash flow hedges, gains and losses arising from amounts that are included in the assessment of cash flow hedge effectiveness are initially deferred in accumulated other comprehensive income (loss) and subsequently reclassified into earnings when the hedged transaction affects earnings and in the same line item within the consolidated statements of operations.

We do not exclude any components in the assessment of hedge effectiveness for forwards.

If it becomes probable that the forecasted transaction will not occur, hedge accounting is discontinued.

We account for the associated derivatives as undesignated derivative instruments and amounts previously recorded in accumulated other comprehensive income (loss) are reclassified into other income (expense), net in the period of discontinuation.

Cash flows associated with cash flow hedges are classified within operating activities in our consolidated statements of cash flows.

number of clicks.

lived assets (including impairment of operating lease right-of-use assets), contract termination costs and accelerated lease cost for right-of-use assets that ceased to be used.

As

These estimates have been based on our assessment of the facts and circumstances at each balance sheet date and are subject to change based on new information and future events.

This standard did not affect our operating results.

Refer to Note 11 – Income Taxes for further details.

In September 2025, the FASB issued ASU 2025-06, “Intangibles: Goodwill and Other‒Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” The guidance modernizes the accounting for software costs and enhances the transparency about an entity's software costs.

In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities,” which establishes recognition, measurement, and presentation guidance for government grants received by business entities.

Early adoption is permitted.

We are currently evaluating the impact of this ASU on our consolidated financial statements.

| | | | | | | 2024 | | | | | | 2025 | | |

| Mortgage-backed and asset-backed securities | | | | | | — | | | | | | 22 | | |

(3) In connection with our exchangeable senior notes due in 2028 (the “2028 Exchangeable Senior Notes”), approximately 48% of our Aurora Class A common stock is pledged as collateral and cannot be sold or transferred during the term of the 2028 Exchangeable Senior Notes until the obligations are fulfilled or the pledged assets are otherwise released under a collateral agreement.

Refer to Note 8 – Long-Term Debt and Credit Arrangements for further information.

| Mortgage-backed and asset-backed securities | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 22 | | | | | | — | | | | | | 22 | | |

| Financial Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2028 Exchangeable Senior Notes (2) | | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,125 | | | | | $ | — | | | | | $ | 1,125 | |

| Derivative liabilities (3) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5 | | | | | | — | | | | | | 5 | | |

| Total financial liabilities | | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,130 | | | | | $ | — | | | | | $ | 1,130 | |

statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

February 14, 2025

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of December 31, 2021 | | | | | | $ | 204 | | | | | | | | 1,949,316 | | | | | | $ | — | | | | | $ | 38,608 | | | | | $ | (524) | | | | | $ | (23,626) | | | | | $ | 687 | | | | | $ | 15,145 | |

| Issuance of Freight subsidiary preferred stock | | | | | | 250 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Balance as of December 31, 2022 | | | | | | $ | 430 | | | | | | | | 2,005,486 | | | | | | $ | — | | | | | $ | 40,550 | | | | | $ | (443) | | | | | $ | (32,767) | | | | | $ | 734 | | | | | $ | 8,074 | |

| Issuance of common stock for settlement of RSUs | | | | | | — | | | | | | | | | 42,941 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| Recognition of non-controlling interest upon capital investment | | | | | | 19 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Bad debt expense | | | | | | 114 | | | | | | 92 | | | | | | 61 | | |

| Impairment of equity method investment | | | | | | 182 | | | | | | — | | | | | | — | | |

| Revaluation of MLU B.V. call option | | | | | | (191) | | | | | | — | | | | | | — | | |

| Proceeds from business divestiture | | | | | | 26 | | | | | | — | | | | | | — | | |

| Proceeds from issuance and sale of subsidiary stock units | | | | | | 255 | | | | | | — | | | | | | — | | |

| Principal repayment on Careem Notes | | | | | | (80) | | | | | | (25) | | | | | | — | | |

| Right-of-use assets obtained in exchange for lease obligations | | | | | | 329 | | | | | | 84 | | | | | | 132 | | |

If we do not appeal the Taiwan Fair Trade Commission’s decision, we expect to pay a termination fee during the first half of 2025.

We expect the termination fee to be settled in either (i) cash or (ii) by returning our initial investment in ordinary shares of Delivery Hero (which Delivery Hero has the option to accept, or alternatively request equivalent cash), and, as of December 31, 2024, we recorded an expense of $236 million in other income (expense), net in our consolidated statement of operations.

Certain insurance reserves in accrued and other current liabilities and other long-term liabilities were reclassified to short-term and long-term insurance reserves, respectively.

The factors considered in determining whether a credit loss exists can include the extent to

Mobility revenue also includes immaterial revenue streams such as our financial partnerships products.

general corporate insurance costs.

in our insurance reserves to third-party insurance companies.

The outcomes of litigation, indirect tax examinations and investigations are inherently uncertain.

Therefore, if one or more of these matters were resolved against us for amounts in excess of management's expectations, our results of operations, financial condition, or cash flows, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.

In June 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies that contractual sale restrictions are not considered in measuring fair value of equity securities and requires additional disclosures for equity securities subject to contractual sale restrictions.

The additional required disclosures did not have a material impact on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which adds required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the chief operating decision maker (“CODM”) evaluates segment expenses and operating results.

The new standard also allows disclosure of multiple measures of segment profitability, if those measures are used to allocate resources and assess performance.

We adopted the new standard on January 1, 2024 on a retrospective basis.

15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Note 2 – Revenue

The following tables present our revenues disaggregated by offering and geographical region.

Revenue by geographical region is based on where the transaction occurred.

This level of disaggregation takes into consideration how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors (in millions):

| Mobility revenue (1) | | | | | | $ | 14,029 | | | | | $ | 19,832 | | | | | $ | 25,087 | |

| Delivery revenue (1) | | | | | | 10,901 | | | | | | 12,204 | | | | | | 13,750 | | |

| Freight revenue | | | | | | 6,947 | | | | | | 5,245 | | | | | | 5,141 | | |

(1) We offer subscription memberships to end-users including Uber One, Uber Pass, Rides Pass, and Eats Pass (“Subscription”).

There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

However, our management does not expect that our disclosure controls and procedures [added: or our internal control over financial reporting will prevent or detect all error and fraud.]

Based on that assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

In addition, PricewaterhouseCoopers LLP, our independent registered public accounting firm, provided an attestation report on our internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

or our internal control over financial reporting will prevent or detect all error and fraud.

[removed: Such] [added: The] trading plan [removed: is] [added: was] intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

Mr. [removed: Khosrowshahi’s] [added: Macdonald’s] plan [removed: provides] [added: provided] for the potential [added: exercise of vested option awards and the] sale of up to [removed: 350,000] [added: 125,000] shares of Uber common stock [added: underlying such option awards] between [removed: February 6,] [added: December 24,] 2025 and [removed: March 1,] [added: January 27,] 2026.

On December 18, 2025, Andrew Macdonald, President and Chief Operating Officer, terminated his pre-arranged stock trading plan which was adopted on September 8, 2025.

On November 7, 2024, Dara Khosrowshahi, Chief Executive Officer, entered into a pre-arranged stock trading plan.

On December 17, 2024, Prashanth Mahendra-Rajah, Chief Financial Officer, entered into a pre-arranged stock trading plan.

Such trading plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

Mr. Mahendra-Rajah’s plan provides for the potential sale of up to 11,000 shares of Uber common stock between March 17, 2025 and March 16, 2026.

The remaining information required by this item is set forth under the headers “Proposal 1- Election of Directors,” “Executive Officers,” “Corporate Governance” and “Other Governance [removed: Matters”] [added: Policies & Practices”] in our Proxy Statement for the [removed: 2025] [added: 2026] Annual [removed: Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024 (“2025 Proxy Statement”) and is incorporated herein by reference.]

Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 (“2026 Proxy Statement”) and is incorporated herein by reference.

The information required by this item is included under the headers “Director Compensation,” “Executive Compensation” and “Compensation Committee Interlocks [removed: and] [added: &] Insider Participation” in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

The information required by this item is included under the headers [removed: “Executive Officers-Security] [added: “Stock] Ownership [added: Information-Security Ownership] of Certain Beneficial Owners [removed: and] [added: &] Management” and “Equity Compensation Plan Information” in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

The information required by this item is included under the headers “Corporate Governance-Certain Relationships [removed: and] [added: &] Related Person Transactions” and “Corporate Governance-Director Independence Determination” in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

The information required by this item is included under the header “Proposal [removed: 3:] [added: 4:] Ratification of Appointment of Independent Registered Public Accounting Firm” in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

| 3.2 | | | | | | [Amended and Restated Bylaws of the [removed: Registrant.](https://www.sec.gov/ix?doc=/Archives/edgar/data/1543151/000154315124000012/uber-20231231.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1543151/000154315124000012/uber12312023exhibit32.htm)] | | | | | | | | | | | | 10-K | | | | | | 001-38902 | | | | | | 3.2 | | | | | | February 15, 2024 | | |

| [removed: 4.3] [added: 4.4] | | | | | | [Indenture, dated as of [removed: September 17, 2019,] [added: August 12, 2021,] by and between the Registrant, Rasier, LLC and U.S. Bank National [removed: Association] [added: Association,] as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/1543151/000119312519246900/d806221dex41.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/1543151/000155278121000648/e21517_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.1 | | | | | | [removed: September 17, 2019] [added: August 12, 2021] | | |

| [removed: 4.4] [added: 4.13] | | | | | | [Form of Global Note, [removed: representing the Registrant’s 7.500%] [added: representing](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000191/e25222_ex4-1.htm) [the Registrant](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000191/e25222_ex4-1.htm)[’s 0.0% Exchangeable] Senior Notes due [removed: 2027] [added: 2028] (included as Exhibit A to the Indenture filed as Exhibit [removed: 4.1).](https://www.sec.gov/Archives/edgar/data/1543151/000119312519246900/d806221dex41.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000191/e25222_ex4-1.htm)[1](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000191/e25222_ex4-1.htm)[4](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000191/e25222_ex4-1.htm)[)](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000191/e25222_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.2 | | | | | | [removed: September 17, 2019] [added: May 20, 2025] | | |

| [removed: 4.5] [added: 4.6] | | | | | | [Supplemental Indenture, dated June 2, 2023, among the Registrant, Uber International Holding Corporation and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, relating to the Registrant’s [removed: 7.50%] [added: 4.50%] Senior Notes due [removed: 2027.](https://www.sec.gov/Archives/edgar/data/1543151/000154315123000025/uber06302023exhibit44.htm)] [added: 2029.](https://www.sec.gov/Archives/edgar/data/1543151/000154315123000025/uber06302023exhibit46.htm)] | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | [removed: 4.4] [added: 4.6] | | | | | | August 2, 2023 | | |

| [removed: 4.6] [added: 4.3] | | | | | | [Form of Unsecured Convertible Note.](https://www.sec.gov/Archives/edgar/data/1543151/000154315120000022/uber3312020exhibit41.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 4.1 | | | | | | May 8, 2020 | | |

| 4.7 | | | | | | [Indenture, dated as of [removed: May 15, 2020,] [added: November 24, 2023,] by and between the [removed: Registrant, Rasier, LLC] [added: Registrant] and U.S. Bank [added: Trust Company] National Association, as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/1543151/000155278120000356/e20332_ex4-1.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.1 | | | | | | [removed: May 15, 2020] [added: November 24, 2023] | | |

| [removed: 4.8] [added: 4.14] | | | | | | [removed: [Indenture,] [added: [Second Supplemental Indenture,] dated as [removed: of September 16, 2020,] [added: of](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000287/e25325_ex4-1.htm) [September](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000287/e25325_ex4-1.htm) [11, 2025,] by and [removed: between the Registrant, Rasier, LLC and] [added: between](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000287/e25325_ex4-1.htm) [the Registrant](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000287/e25325_ex4-1.htm) [and] U.S. Bank [added: Trust Company,] National [removed: Association, as Trustee.](https://www.sec.gov/Archives/edgar/data/1543151/000155278120000487/e20513_ex4-1.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000287/e25325_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.1 | | | | | | September [removed: 16, 2020] [added: 11, 2025] | | |

| [removed: 4.9] [added: 4.8] | | | | | | [Form of Global Note, representing the Registrant’s [removed: 6.250%] [added: 0.875% Convertible] Senior Notes due 2028 (included as Exhibit A to the [removed: Indenture filed] [added: Indenture](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-1.htm) [incorporated] as [added: reference](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-1.htm) [as] Exhibit [removed: 4.1).](https://www.sec.gov/Archives/edgar/data/1543151/000155278120000487/e20513_ex4-1.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-1.htm)[8](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-1.htm)[).](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.2 | | | | | | [removed: September 16, 2020] [added: November 24, 2023] | | |

| 4.10 | | | | | | [removed: [Supplemental] [added: [First Supplemental] Indenture, dated [removed: June 2, 2023, among] [added: September 9, 2024, by and between] the [removed: Registrant, Uber International Holding Corporation] [added: Registrant] and U.S. Bank Trust Company, National [removed: Association (as successor to U.S. Bank National Association), as trustee, relating to the Registrant’s 6.25% Senior Notes due 2028.](https://www.sec.gov/Archives/edgar/data/1543151/000154315123000025/uber06302023exhibit45.htm)] [added: Association.](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm)] | | | | | | | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 001-38902 | | | | | | [removed: 4.5] [added: 4.2] | | | | | | [removed: August 2, 2023] [added: September 9, 2024] | | |

| [removed: 4.11] [added: 4.9] | | | | | | [Indenture, dated [removed: as of December 11, 2020,] [added: September 9, 2024,] by and between the Registrant and U.S. Bank [added: Trust Company,] National [removed: Association, as Trustee.](https://www.sec.gov/Archives/edgar/data/1543151/000155278120000606/e20624_ex4-1.htm)] [added: Association.](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.1 | | | | | | [removed: December 11, 2020] [added: September 9, 2024] | | |

| [removed: 4.12] [added: 4.5] | | | | | | [Form of Global Note, representing the Registrant’s [removed: 0% Convertible] [added: 4.50%] Senior Notes due [removed: 2025] [added: 2029] (included as Exhibit A to the [removed: Indenture filed as] [added: Indenture](https://www.sec.gov/Archives/edgar/data/1543151/000155278121000648/e21517_ex4-1.htm) [incorporated by reference](https://www.sec.gov/Archives/edgar/data/1543151/000155278121000648/e21517_ex4-1.htm) [as] Exhibit [removed: 4.1).](https://www.sec.gov/Archives/edgar/data/1543151/000155278120000606/e20624_ex4-1.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1543151/000155278121000648/e21517_ex4-1.htm)[5](https://www.sec.gov/Archives/edgar/data/1543151/000155278121000648/e21517_ex4-1.htm)[).](https://www.sec.gov/Archives/edgar/data/1543151/000155278121000648/e21517_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.2 | | | | | | [removed: December 11, 2020] [added: August 12, 2021] | | |

| [removed: 4.13] [added: 4.12] | | | | | | [Indenture, dated as of [removed: August 12, 2021, by and between the Registrant, Rasier,] [added: May 20, 2025, among](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000191/e25222_ex4-1.htm) [the Registra](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000191/e25222_ex4-1.htm)[nt,](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000191/e25222_ex4-1.htm) [Neben Holdings,] LLC and U.S. Bank [added: Trust Company,] National Association, as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/1543151/000155278121000648/e21517_ex4-1.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000191/e25222_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.1 | | | | | | [removed: August 12, 2021] [added: May 20, 2025] | | |

| [removed: 4.14] [added: 4.15] | | | | | | [Form of [removed: Global Note, representing] [added: Notes](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000287/e25325_ex4-1.htm)[, repre](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000287/e25325_ex4-1.htm)[senting] the [removed: Registrant’s 4.50%] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000287/e25325_ex4-1.htm)[’](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000287/e25325_ex4-1.htm)[s 4.](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000287/e25325_ex4-1.htm)[150%] Senior Notes due [removed: 2029 (included as Exhibit] [added: 2031 and](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000287/e25325_ex4-1.htm) [4.800 Senior Notes due 20](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000287/e25325_ex4-1.htm)[35](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000287/e25325_ex4-1.htm) [](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000287/e25325_ex4-1.htm)[(included](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000287/e25325_ex4-1.htm) [as Exhibits] A [added: and B, re](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000287/e25325_ex4-1.htm)[spectively,] to the [added: Second Supplemental] Indenture [removed: filed as] [added: incorporated by reference as](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000287/e25325_ex4-1.htm) [in] Exhibit [removed: 4.1).](https://www.sec.gov/Archives/edgar/data/1543151/000155278121000648/e21517_ex4-1.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000287/e25325_ex4-1.htm)[1](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000287/e25325_ex4-1.htm)[6](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000287/e25325_ex4-1.htm) [above)](https://www.sec.gov/Archives/edgar/data/1543151/000155278125000287/e25325_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.2 | | | | | | [removed: August 12, 2021] [added: September 11, 2025] | | |

| [removed: 4.16] [added: 10.12] | | | | | | [removed: [Indenture, dated as] [added: [Form] of [removed: November 24, 2023, by] [added: Capped Call Confirmation between the Registrant] and [removed: between](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-1.htm) [the Registrant](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-1.htm) [and U.S. Bank Trust Company National Association, as Trustee.](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-1.htm)] [added: each option counterparty.](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex10-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | [removed: 4.1] [added: 10.1] | | | | | | November 24, 2023 | | |

| [removed: 4.20] [added: 4.11] | | | | | | [added: [Form of Notes](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm)[, representing the Registrant](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm)[’](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm)[s 4.300% Senior Notes due 2030, 4.800](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm)[%](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm) [Senior Notes due 2034, and 5.350% Senior Notes due 2054](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm) [(included](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm) [as](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm) [in Exhibit](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm)[s A, B](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm) [and C, respectively of the](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm)] [First Supplemental [removed: Indenture, dated September 9, 2024,] [added: Indenture inc](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm)[orporated] by [removed: and between](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm) [the Registrant](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm) [and U.S. Bank Trust Company, National Association.](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm)] [added: references as Exhibit](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm) [4.](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm)[1](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm)[2](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm) [above).](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | [removed: 4.2] [added: 4.3] | | | | | | September 9, 2024 | | |

| 10.6 | | | | | | [Form of Indemnification Agreement between the Registrant and each of its directors and executive officers, effective as of November [removed: 202](https://www.sec.gov/Archives/edgar/data/1543151/000154315124000012/uber12312023exhibit106.htm)[3](https://www.sec.gov/Archives/edgar/data/1543151/000154315124000012/uber12312023exhibit106.htm)[.](https://www.sec.gov/Archives/edgar/data/1543151/000154315124000012/uber12312023exhibit106.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/1543151/000154315124000012/uber12312023exhibit106.htm)] | | | | | | | | | | | | 10-K | | | | | | 001-38902 | | | | | | 10.6 | | | | | | February 15, 2024 | | |

| 10.10 | | | | | | [Director Compensation Policy and Stock Ownership [removed: Guidelines](https://www.sec.gov/Archives/edgar/data/1543151/000154315122000024/uber06302022exhibit102.htm).] [added: Guidelines](https://www.sec.gov/Archives/edgar/data/1543151/000154315125000023/uber06302025exhibit101.htm).] | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | [removed: 10.2] [added: 10.1] | | | | | | August [removed: 4, 2022] [added: 6, 2025] | | |

| 10.13 | | | | | | [Credit Agreement, dated as of September 26, 2024, by and [removed: among](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000539/e24397_ex10-1.htm) [the Registrant](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000539/e24397_ex10-1.htm)[,] [added: among the Registrant,] as the borrower, the lenders party thereto, the letter of credit issuers party thereto and Bank of America, N.A., as administrative agent.](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000539/e24397_ex10-1.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 10.1 | | | | | | September 27, 2024 | | |

| 19.1+ | | | | | | [Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/1543151/000154315125000008/uber12312024exhibit191.htm).] [added: Policy](https://www.sec.gov/Archives/edgar/data/1543151/000154315126000015/uber12312025exhibit191.htm).] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 21.1 | | | | | | [List of Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1543151/000154315125000008/uber12312024exhibit211.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1543151/000154315126000015/uber12312025exhibit211.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers LLP, independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/1543151/000154315125000008/uber12312024exhibit231.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/1543151/000154315126000015/uber12312025exhibit231.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 24.1 | | | | | | [Power of Attorney (contained on signature page [removed: hereto).](#i2ba0389620f447e493dc681b4ea7bbd2_277)] [added: hereto).](#ibaf6f49d29284275967a0ba81f2a21ee_280)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.1 | | | | | | [Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1543151/000154315125000008/uber12312024exhibit311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1543151/000154315126000015/uber12312025exhibit311.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.2 | | | | | | [Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1543151/000154315125000008/uber12312024exhibit312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1543151/000154315126000015/uber12312025exhibit312.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 32.1* | | | | | | [Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1543151/000154315125000008/uber12312024exhibit321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1543151/000154315126000015/uber12312025exhibit321.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Date: February [removed: 14, 2025] [added: 13, 2026] | | | By: /s/ Dara Khosrowshahi | | |

| /s/ Dara Khosrowshahi | | | | | | Chief Executive Officer and Director | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ Prashanth Mahendra-Rajah | | | | | | Chief Financial Officer | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ Glen Ceremony | | | | | | Chief Accounting Officer and Global Corporate Controller | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ Ronald Sugar | | | | | | Chairperson of the Board of Directors | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ Revathi Advaithi | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ Turqi Alnowaiser | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ Ursula Burns | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ Robert Eckert | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ Amanda Ginsberg | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ John Thain | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ David Trujillo | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ Alexander Wynaendts | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ Nikesh Arora | | | | | | Director | | | | | | February 13, 2026 | | |

| Nikesh Arora | | | | | | | | | | | | | | |

| 4.15 | | | | | | [Supplemental Indenture, dated June 2, 2023, among the Registrant, Uber International Holding Corporation and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, relating to the Registrant’s 4.50% Senior Notes due 2029.](https://www.sec.gov/Archives/edgar/data/1543151/000154315123000025/uber06302023exhibit46.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 4.6 | | | | | | August 2, 2023 | | |

| 4.17 | | | | | | [Form of Global Note, representing](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-1.htm) [the Registrant](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-1.htm)[’](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-1.htm)[s](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-1.htm) [0.875% Convertible Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.1).](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-1.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.2 | | | | | | November 24, 2023 | | |

| 4.18 | | | | | | [First Supplemental Indenture, dated as of November 24, 2023, by and between](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-3.htm) [the Registrant](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-3.htm) [and U.S. Bank Trust Company National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-3.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.3 | | | | | | November 24, 2023 | | |

| 4.19 | | | | | | [Indenture, dated September 9, 2024, by and between](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-1.htm) [the Registrant](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-1.htm) [and U.S. Bank Trust Company, National Association.](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-1.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.1 | | | | | | September 9, 2024 | | |

| 4.21 | | | | | | [Form of Notes (included in Exhibit 4.2 above).](https://www.sec.gov/Archives/edgar/data/1543151/000155278124000524/e24385_ex4-2.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.3 | | | | | | September 9, 2024 | | |

| 10.12 | | | | | | [Form of Capped Call Confirmation between](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex10-1.htm) [the Registrant](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex10-1.htm) [and each option counterparty.](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex10-1.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 10.1 | | | | | | November 24, 2023 | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| /s/ Wan Ling Martello | | | | | | Director | | | | | | February 14, 2025 | | |

| Wan Ling Martello | | | | | | | | | | | | | | |