What changed in this filing

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Item 9A. Controls and Procedures

2024-02-15 compared with 2023-02-21 · 62 added, 14 removed, 204 unchanged (27% of the section changed)

8 unchanged sentences

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.

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

However, our management does not expect that our disclosure controls and procedures

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

Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met.

7 unchanged sentences

OTHER INFORMATION

Not applicable.

Amendments to Bylaws

On February 15, 2024, as part of its periodic review of the governing documents of the Company, our Board of Directors adopted Amended and Restated Bylaws (the “Bylaws”) to permit stockholders who own at least 25% of the aggregate voting power of our voting securities, and who satisfy other requirements as set forth in the Bylaws, to call a special meeting of stockholders.

The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, which are attached hereto as Exhibit 3.2.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

25 unchanged sentences

3.2 Amended and Restated Bylaws of the Registrant.

10-Q 001-38902 3.2 August 5, 2021

4.1 Description of Common Stock.

7 unchanged sentences

S-1 333-230812 4.6 April 11, 2019

4.5 Supplemental Indenture, dated September 6, 2019, among the Registrant, Rasier, LLC and U.S.

Bank National Association, as trustee, relating to the Registrant’s 8.00% Senior Notes due 2026.

4.1 August 2, 2023

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 8.00% Senior Notes due 2026.

4.3 August 2, 2023

4.7 Indenture, dated as of September 17, 2019, by and between the Registrant, Rasier, LLC and U.S.

3 unchanged sentences

8-K 001-38902 4.2 September 17, 2019

4.9 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 7.50% Senior Notes due 2027.

4.4 August 2, 2023

4.10 Form of Unsecured Convertible Note.

3 unchanged sentences

8-K 001-38902 4.1 May 15, 2020

4.9 Form of Global Note, representing the Registrant’s 7.500% Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.1).

8-K 001-38902 4.2 May 15, 2020

4.12 Indenture, dated as of September 16, 2020, by and between the Registrant, Rasier, LLC and U.S.

3 unchanged sentences

8-K 001-38902 4.2 September 16, 2020

4.14 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 6.25% Senior Notes due 2028.

4.5 August 2, 2023

4.15 Indenture, dated as of December 11, 2020, by and between the Registrant and U.S.

8 unchanged sentences

8-K 001-38902 4.2 August 12, 2021

4.19 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.

4.6 August 2, 2023

4.20 Indenture, dated as of November 24, 2023, by and between Uber Technologies, Inc.

Bank Trust Company National Association, as Trustee.

4.1 November 24, 2023

4.21 Form of Global Note, representing Uber Technologies, Inc.’s 0.875% Convertible Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.

4.2 November 24, 2023

4.22 First Supplemental Indenture, dated as of November 24, 2023, by and between Uber Technologies, Inc.

Bank Trust Company National Association, as trustee.

4.3 November 24, 2023

10.1 Amended and Restated 2010 Stock Plan and related forms of award agreements.

8 unchanged sentences

S-1 333-230812 10.5 April 11, 2019

10.6 F orm of I ndemnification A greement between the Registrant and each of its directors and executive officers, effective as of November 2024 .

10.7 2019 Executive Severance Plan.

S-1 333-230812 10.6 April 11, 2019

10.8 Amended and Restated 2019 Executive Severance Plan .

10.2 June 30, 2023

10.9 Executive Bonus Plan.

32 unchanged sentences

8-K 001-38902 10.1 April 5, 2022

10.22 Joinder Agreement, dated July 28, 2023, among the Registrant, Mizuho Bank Ltd., as an incremental revolving lender, Morgan Stanley Senior Funding, Inc., as administrative agent, and other parties thereto.

10.1 August 1, 2023

10.23 Term Loan Agreement, by and among the Registrant, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated July 13, 2016.

6 unchanged sentences

8-K 001-38902 10.1 March 1, 2021

10.23 Term Loan Agreement, by and among the Registrant, the Lenders party thereto, and Cortland Capital Market Services LLC, dated April 4, 2018.

S-1 333-230812 10.23 April 11, 2019

10.26 Amendment No.

3 to Term Loan Agreement, dated March 3, 2023, by and among Uber Technologies, Inc.

as borrower, Rasier, LLC as subsidiary guarantor, the lenders party thereto and Morgan Stanley Senior Funding Inc., as administrative agent for the lenders.

10.1 March 3, 2023

10.27 Amendment No.

4 to Term Loan Agreement, dated March 14, 2023, by and among Uber Technologies, Inc.

as borrower, Rasier, LLC as subsidiary guarantor, the lenders party thereto and Morgan Stanley Senior Funding Inc., as administrative agent for the lenders.

10.1 March 14, 2023

10.28 Form of Capped Call Confirmation between Uber Technologies, Inc.

and each option counterparty.

10.1 November 24, 2023

Google Maps Master Agreement, by and between the Registrant and Google LLC, dated July 13, 2020.

2 unchanged sentences

10-Q 001-38902 10.2 May 5, 2022

10.26 Employment Agreement, by and between the Registrant and Dara Khosrowshahi, dated April 9, 2019.

S-1 333-230812 10.28 April 11, 2019

Second Amendment to the Google Maps Master Agreement - Platform Rides and Deliveries Solution Service Schedule, dated June 15, 2023, among Google LLC and the Registrant.

10.1 August 2, 2023

10.32 Employment Agreement, by and between the Registrant and Dara Khosrowshahi, dated June 28, 2023.

10.3 June 30, 2023

10.33 Employment Agreement, by and between the Registrant and Nelson Chai, dated April 9, 2019.

17 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy

8-K 001-38902 10.1 June 30, 2023

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

17 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoint Dara Khosrowshahi, Nelson Chai, and Tony West, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoint Dara Khosrowshahi, Prashanth Mahendra-Rajah, and Tony West, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the following persons in the capacities and on the dates indicated.

2 unchanged sentences

Dara Khosrowshahi (Principal Executive Officer)

/s/ Nelson Chai Chief Financial Officer February 21, 2023

Nelson Chai (Principal Financial Officer)

/s/ Prashanth Mahendra-Rajah

Chief Financial Officer February 15, 2024

Prashanth Mahendra-Rajah

(Principal Financial Officer)

/s/ Glen Ceremony

5 unchanged sentences

Revathi Advaithi

/s/ Turqi Alnowaiser

Director February 15, 2024

Turqi Alnowaiser

/s/ Ursula Burns

8 unchanged sentences

Wan Ling Martello

Yasir Al-Rumayyan Director February 21, 2023

Yasir Al-Rumayyan

/s/ John Thain

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures