Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. As required by Rule 13a-15(b) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures are effective at a reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
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
128
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. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been detected.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria established in “Internal Control - Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on that assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2024. 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, 2024. You can find the full text of PricewaterhouseCoopers LLP attestation report in Item 8 of this Annual Report on Form 10-K.
ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Plans
On November 7, 2024 , Dara Khosrowshahi , Chief Executive 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. Khosrowshahi’s plan provides for the potential sale of up to 350,000 shares of Uber common stock between February 6, 2025 and March 1, 2026 .
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 .
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The Company has adopted an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and other covered persons. The Company also follows procedures for the repurchase of its securities. The Company believes that its insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company applicable to the Company. A copy of the Company’s insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.
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 Matters” in our Proxy Statement for the 2025 Annual 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.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is included under the headers “Director Compensation,” “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” in the 2025 Proxy Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is included under the headers “Executive Officers-Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the 2025 Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is included under the headers “Corporate Governance-Certain Relationships and Related Person Transactions” and “Corporate Governance-Director Independence Determination” in the 2025 Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
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The information required by this item is included under the header “Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm” in the 2025 Proxy Statement and is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) We have filed the following documents as part of this Annual Report on Form 10-K:
1. Consolidated Financial Statements
Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements and Schedule” under Part II, Item 8 of this Annual Report on Form 10-K.
2. Financial Statement Schedules
All financial statement schedules have been omitted because they are not applicable, not material or the required information is shown in Part II, Item 8 of this Annual Report on Form 10-K.
3. Exhibits
The documents listed in the Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
ITEM 16. FORM 10-K SUMMARY
None.
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EXHIBIT INDEX
Exhibit
No. Exhibit Description Provided Incorporated by Reference
Herewith Form File Number Exhibit Filing Date
3.1 Amended and Restated Certificate of Incorporation of the Registrant.
10-Q 001-38902 3.1 August 5, 2021
3.2 Amended and Restated Bylaws of the Registrant.
10-K
001-38902
3.2 February 15, 2024
4.1 Description of Common Stock.
10-K 001-38902 4.1 March 2, 2020
4.2 Form of common stock certificate of the Registrant.
S-1/A 333-230812 4.1 April 26, 2019
4.3 Indenture, dated as of September 17, 2019, by and between the Registrant, Rasier, LLC and U.S. Bank National Association as Trustee.
8-K 001-38902 4.1 September 17, 2019
4.4 Form of Global Note, representing the Registrant’s 7.500% Senior Notes due 2027 (included as Exhibit A to the Indenture filed as Exhibit 4.1).
8-K 001-38902 4.2 September 17, 2019
4.5 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.
10-Q
001-38902
4.4 August 2, 2023
4.6 Form of Unsecured Convertible Note.
10-Q 001-38902 4.1 May 8, 2020
4.7 Indenture, dated as of May 15, 2020, by and between the Registrant, Rasier, LLC and U.S. Bank National Association, as Trustee.
8-K 001-38902 4.1 May 15, 2020
4.8 Indenture, dated as of September 16, 2020, by and between the Registrant, Rasier, LLC and U.S. Bank National Association, as Trustee.
8-K 001-38902 4.1 September 16, 2020
4.9 Form of Global Note, representing the Registrant’s 6.250% Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.1).
8-K 001-38902 4.2 September 16, 2020
4.10 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.
10-Q
001-38902
4.5 August 2, 2023
4.11 Indenture, dated as of December 11, 2020, by and between the Registrant and U.S. Bank National Association, as Trustee.
8-K 001-38902 4.1 December 11, 2020
4.12 Form of Global Note, representing the Registrant’s 0% Convertible Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.1).
8-K 001-38902 4.2 December 11, 2020
4.13 Indenture, dated as of August 12, 2021, by and between the Registrant, Rasier, LLC and U.S. Bank National Association, as Trustee.
8-K 001-38902 4.1 August 12, 2021
4.14 Form of Global Note, representing the Registrant’s 4.50% Senior Notes due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.1).
8-K 001-38902 4.2 August 12, 2021
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.
10-Q
001-38902
4.6 August 2, 2023
4.16 Indenture, dated as of November 24, 2023, by and between the Registrant and U.S. Bank Trust Company National Association, as Trustee.
8-K
001-38902
4.1 November 24, 2023
4.17 Form of Global Note, representing the Registrant ’ s 0.875% Convertible Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.1).
8-K
001-38902
4.2 November 24, 2023
131
4.18 First Supplemental Indenture, dated as of November 24, 2023, by and between the Registrant and U.S. Bank Trust Company National Association, as trustee.
8-K
001-38902
4.3 November 24, 2023
4.19 Indenture, dated September 9, 2024, by and between the Registrant and U.S. Bank Trust Company, National Association.
8-K
001-38902
4.1 September 9, 2024
4.20 First Supplemental Indenture, dated September 9, 2024, by and between the Registrant and U.S. Bank Trust Company, National Association.
8-K
001-38902
4.2 September 9, 2024
4.21 Form of Notes (included in Exhibit 4.2 above).
8-K
001-38902
4.3 September 9, 2024
10.1 Amended and Restated 2010 Stock Plan and related forms of award agreements.
S-1 333-230812 10.1 April 11, 2019
10.2 Amended and Restated 2013 Equity Incentive Plan and related forms of award agreements.
S-1/A 333-230812 10.2 April 26, 2019
10.3 2019 Equity Incentive Plan and related forms of award agreements.
S-1 333-230812 10.3 April 11, 2019
10.4 2019 Employee Stock Purchase Plan.
S-1 333-230812 10.4 April 11, 2019
10.5 Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.
S-1 333-230812 10.5 April 11, 2019
10.6 Form of Indemnification Agreement between the Registrant and each of its directors and executive officers, effective as of November 202 3 .
10-K
001-38902
10.6 February 15, 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.
8-K
001-38902
10.2 June 30, 2023
10.9 Executive Bonus Plan .
S-1 333-230812 10.7 April 11, 2019
10.10 Director Compensation Policy and Stock Ownership Guidelines .
10-Q 001-38902 10.2 August 4, 2022
10.11 RSU Conversion and Deferral Program for Directors.
10-Q 001-38902 10.1 May 5, 2022
10.12 Form of Capped Call Confirmation between the Registrant and each option counterparty.
8-K
001-38902
10.1 November 24, 2023
10.13 Credit Agreement, dated as of September 26, 2024, by and 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.
8-K
001-38902
10.1 September 27, 2024
10.14+
Google Maps Master Agreement, by and between the Registrant and Google LLC, dated July 13, 2020.
10-Q 001-38902 10.1 November 6, 2020
10.15+
Amendment to the Google Maps Master Agreement - Platform Rides and Deliveries Solution Service Schedule, by and between the Registrant and Google LLC, dated February 9, 2022 .
10-Q 001-38902 10.2 May 5, 2022
10.16+
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-Q
001-38902
10.1 August 2, 2023
10.17+
Third Amendment to the Google Maps Master Agreement - Platform Rides and Deliveries Solution Service Schedule, dated April 22, 2024, among Google LLC and the Registrant.
10-Q
001-38902
10.1 August 6, 2024
10.18 Employment Agreement, by and between the Registrant and Dara Khosrowshahi, dated June 28, 2023.
8-K
001-38902
10.3 June 30, 2023
10.19 Employment Agreement, by and between the Registrant and Nikki Krishnamurthy, dated April 9, 2019.
S-1 333-230812 10.32 April 11, 2019
10.20 Addendum to Employment Agreement, by and between the Registrant and Nikki Krishnamurthy, dated December 18, 2020.
10-K 001-38902 10.29 March 1, 2021
10.21‡
Form of employment agreement between the Registrant and its executive officers.
10-Q 001-38902 10.2 November 6, 2020
132
19.1+
Insider Trading Policy .
X
21.1 List of Subsidiaries of the Registrant.
X
23.1 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
X
24.1 Power of Attorney (contained on signature page hereto).
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 2002.
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 2002.
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 2002.
X
97.1
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.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
+Portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K.
‡This form of employment agreement will be used for all named executive officer employment agreements entered into and effective after July 1, 2020 unless otherwise noted.
* The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Uber Technologies, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
UBER TECHNOLOGIES, INC.
Date: February 14, 2025 By: /s/ Dara Khosrowshahi
Dara Khosrowshahi
Chief Executive Officer and Director
(Principal Executive Officer)
133
POWER OF ATTORNEY
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.
Signature Title
Date
/s/ Dara Khosrowshahi Chief Executive Officer and Director February 14, 2025
Dara Khosrowshahi (Principal Executive Officer)
/s/ Prashanth Mahendra-Rajah
Chief Financial Officer February 14, 2025
Prashanth Mahendra-Rajah
(Principal Financial Officer)
/s/ Glen Ceremony
Chief Accounting Officer and Global Corporate Controller February 14, 2025
Glen Ceremony (Principal Accounting Officer)
/s/ Ronald Sugar
Chairperson of the Board of Directors February 14, 2025
Ronald Sugar
/s/ Revathi Advaithi Director February 14, 2025
Revathi Advaithi
/s/ Turqi Alnowaiser
Director February 14, 2025
Turqi Alnowaiser
/s/ Ursula Burns
Director February 14, 2025
Ursula Burns
/s/ Robert Eckert
Director February 14, 2025
Robert Eckert
/s/ Amanda Ginsberg
Director February 14, 2025
Amanda Ginsberg
/s/ Wan Ling Martello Director February 14, 2025
Wan Ling Martello
/s/ John Thain
Director February 14, 2025
John Thain
/s/ David Trujillo
Director February 14, 2025
David Trujillo
134
/s/ Alexander Wynaendts
Director February 14, 2025
Alexander Wynaendts
135