What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-13 compared with 2025-02-14 · 474 added, 535 removed, 1454 unchanged (41% of the section changed)

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Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Income

Consolidated Statements of Redeemable Non-Controlling Interests and Equity

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We have audited the accompanying consolidated balance sheets of Uber Technologies, Inc.

and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income (loss), of redeemable non-controlling interests and equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income, of redeemable non-controlling interests and equity and of cash flows for each of the three years in the period ended December 31, 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, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial

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.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial 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.

Presentation of Mobility and Delivery Revenue Agreements, Including Incentives, Discounts and Promotions to Drivers, Merchants and End-Users

As described in Notes 1 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 or in exchange for Mobility or Delivery services.

As described in Note 1 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 and in exchange for Mobility or Delivery services.

Management applies judgment in determining whether the Company is the principal or agent in transactions with Drivers, Merchants and end-users.

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These procedures included testing the effectiveness of controls related to the Company’s revenue recognition process, including controls over the presentation of Mobility and Delivery revenue, incentives, 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 of the agreement terms, trip receipts, and other support, and assessing the impact of those terms and attributes on the presentation of revenue and income statement classification.

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 related to the agreement terms, trip receipts, and other support, and assessing the impact of this documentation on the presentation of revenue and income statement classification.

Valuation of Insurance Reserves

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The estimate of the ultimate unpaid obligation utilizes generally accepted actuarial methods applied to historical claim and loss experience.

In addition, management uses assumptions based on actuarial judgment related to claim and loss development patterns and expected loss costs, which consider frequency trends, severity trends, and relevant industry data.

In addition, management uses assumptions based on actuarial judgment related to claim and loss development patterns, expected loss costs, the frequency and severity of claims, and relevant industry data.

These reserves are continually reviewed by management and adjusted as experience develops and new information becomes known.

The Company’s short-term and long-term insurance reserves as of December 31, 2025 totaled $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 patterns and expected loss costs.

The audit effort also involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

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 patterns and expected loss costs.

These procedures also included, among others, the involvement of professionals with specialized skill and knowledge to assist in (i) developing, for selected reserve components, an independent actuarial estimate of the insurance reserves, and comparison of this independent estimate to management’s actuarially determined reserves, and (ii) testing, for other selected reserve components, management’s process for estimating the insurance reserves.

Developing the independent estimate involved independently developing the loss development patterns and expected loss costs and testing the completeness and accuracy of data provided by management.

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 patterns and expected loss costs used in those methods, and testing the completeness and accuracy of data used by management.

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 patterns, expected loss costs, and frequency and severity used in those methods, and testing the completeness and accuracy of data used by management.

/s/ PricewaterhouseCoopers LLP

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Total costs and expenses 36,171 41,179 46,452

Income (loss) from operations ( 1,832 ) 1,110 2,799

Income from operations 1,110 2,799 5,565

Interest expense ( 633 ) ( 523 ) ( 440 )

Interest income 484 721 743

Other income (expense), net 1,360 1,128 ( 68 )

Income (loss) before income taxes and income (loss) from equity method investments ( 9,426 ) 2,321 4,125

Income before income taxes and income (loss) from equity method investments 2,321 4,125 5,800

Provision for (benefit from) income taxes 213 ( 5,758 ) ( 4,346 )

Income (loss) from equity method investments 48 ( 38 ) ( 53 )

Net income (loss) including non-controlling interests ( 9,138 ) 2,156 9,845

Net income including non-controlling interests 2,156 9,845 10,093

net income (loss) attributable to non-controlling interests, net of tax 269 ( 11 ) 40

Net income (loss) attributable to Uber Technologies, Inc.

Net income attributable to Uber Technologies, Inc.

$ 1,887 $ 9,856 $ 10,053

Net income (loss) per share attributable to Uber Technologies, Inc.

Net income per share attributable to Uber Technologies, Inc.

common stockholders:

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Diluted $ 0.87 $ 4.56 $ 4.73

Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:

Weighted-average shares used to compute net income per share attributable to common stockholders:

Basic 2,035,651 2,094,602 2,085,253

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UBER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

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2023 2024 2025

Net income (loss) including non-controlling interests $ ( 9,138 ) $ 2,156 $ 9,845

Net income including non-controlling interests $ 2,156 $ 9,845 $ 10,093

Other comprehensive income (loss), net of tax:

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Change in unrealized gain (loss) on investments in available-for-sale debt securities 5 ( 1 ) 9

Change in unrealized gain (loss) on cash flow hedges

Other comprehensive income (loss), net of tax 22 ( 96 ) 85

Comprehensive income (loss) including non-controlling interests ( 9,057 ) 2,178 9,749

Comprehensive income including non-controlling interests 2,178 9,749 10,178

comprehensive income (loss) attributable to non-controlling interests 269 ( 11 ) 40

Comprehensive income (loss) attributable to Uber Technologies, Inc.

Comprehensive income attributable to Uber Technologies, Inc.

$ 1,909 $ 9,760 $ 10,138

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Shares withheld related to net share settlement — ( 435 ) — ( 18 ) — — — ( 18 )

Issuance of common stock for settlement of contingent consideration liability — 132 — 5 — — — 5

Repurchase of restricted common stock awards — ( 259 ) — — — — — —

Re-measurement of non-controlling interest 286 — — ( 286 ) — — — ( 286 )

Purchase of capped calls — — — ( 141 ) — — — ( 141 )

Unrealized gain on investments in available-for-sale debt securities, net of tax — — — — 5 — — 5

Foreign currency translation adjustment — — — — 17 — — 17

Recognition of non-controlling interest upon capital investment 18 — — — — — — —

Recognition of non-controlling interest upon issuance of subsidiary stock — — — — — — 5 5

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

Net income (loss) ( 62 ) — — — — 2,173 45 2,218

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Exercise of stock options — 7,930 — 132 — — — 132

Exercise of restricted stock units — 469 — — — — — —

Stock-based compensation — — — 1,847 — — — 1,847

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Shares withheld related to net share settlement — ( 655 ) — ( 49 ) — — — ( 49 )

Repurchase of restricted common stock awards — ( 259 ) — — — — — —

Re-measurement of non-controlling interest 286 — — ( 286 ) — — — ( 286 )

Purchase of capped calls — — — ( 141 ) — — — ( 141 )

Unrealized gain on investments in available-for-sale debt securities, net of tax — — — — 5 — — 5

Repurchase of common stock — ( 17,792 ) — ( 1,252 ) — — — ( 1,252 )

Redemption of non-controlling interest ( 851 ) — — — — — — —

Re-measurement of non-controlling interests 345 — — ( 345 ) — — — ( 345 )

Unrealized gain (loss) on investments in available-for-sale debt securities, net of tax — — — — ( 1 ) — — ( 1 )

Foreign currency translation adjustment ( 5 ) — — — ( 95 ) — — ( 95 )

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

Net income (loss) ( 69 ) — — — — 9,868 46 9,914

Other — — — 48 — — — 48

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

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Exercise of stock options — 1,523 — 25 — — — 25

Exercise of restricted stock units — 469 — — — — — —

Stock-based compensation — — — 1,881 — — — 1,881

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

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

Recognition of non-controlling interest upon acquisition 130 — — — — — — —

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

Purchase of capped calls — — — ( 70 ) — — — ( 70 )

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 )

Foreign currency translation adjustment 1 — — — 81 — — 81

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

Net income (loss) ( 55 ) — — — — 10,098 50 10,148

Other — — — 48 — — — 48

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

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Cash flows from operating activities

Net income (loss) including non-controlling interests

Net income including non-controlling interests

$ 2,156 $ 9,845 $ 10,093

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 823 737 747

Bad debt expense 114 92 61

Stock-based compensation 1,935 1,796 1,826

Loss from sale of investments — 74 —

Gain on business divestitures ( 14 ) ( 204 ) —

Deferred income taxes 26 ( 6,027 ) ( 4,779 )

Accretion of discounts on marketable debt securities, net

Impairments of goodwill, long-lived assets and other assets 28 86 —

Impairment of equity method investment 182 — —

Loss (income) from equity method investments, net ( 107 ) ( 48 ) 38

( 154 ) ( 251 ) ( 158 )

Unrealized (gain) loss on debt and equity securities, net ( 1,610 ) ( 1,832 ) 97

Revaluation of MLU B.V.

call option ( 191 ) — —

Unrealized foreign currency transactions 138 308 ( 120 )

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Proceeds from sale of equity method investments 721 17 —

Proceeds from business divestiture 26 — —

Acquisition of businesses, net of cash acquired — — ( 815 )

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Cash flows from financing activities

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

Proceeds from the issuance of common stock under the Employee Stock Purchase Plan 92 130 156

Issuance of term loan and notes, net of issuance costs 2,824 3,972 3,359

Purchase of Capped Calls — ( 141 ) —

Principal repayment on term loan and notes ( 2,675 ) ( 3,986 ) ( 2,350 )

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

UBER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

Year Ended December 31,

2022 2023 2024

Principal payments on finance leases ( 171 ) ( 172 ) ( 157 )

Proceeds from the issuance of common stock under the Employee Stock Purchase Plan 130 156 183

Repurchases of common stock — ( 1,252 ) ( 6,523 )

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Other financing activities ( 203 ) 46 ( 116 )

Net cash provided by (used in) financing activities 15 ( 95 ) ( 2,087 )

Net cash used in financing activities ( 95 ) ( 2,087 ) ( 5,713 )

Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents 63 ( 267 ) 215

Net increase (decrease) in cash and cash equivalents, and restricted cash and cash equivalents ( 1,128 ) 327 1,606

Net increase in cash and cash equivalents, and restricted cash and cash equivalents 327 1,606 1,037

UBER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

Year Ended December 31,

2023 2024 2025

Cash and cash equivalents, and restricted cash and cash equivalents

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Non-cash investing and financing activities:

Finance lease obligations 349 216 4

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

Ownership interest received in exchange for divestitures 300 — —

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In January 2025, the Taiwan Fair Trade Commission issued a decision prohibiting the transaction.

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.

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.

Refer to Note 2 – Investments and Fair Value Measurement for further details on the Delivery Hero investment.

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All intercompany balances and transactions have been eliminated.

Prior period amounts on the consolidated balance sheet, and notes thereto, have been reclassified to conform to the current period presentation.

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.

Deferred tax assets, previously presented within other assets, were reclassified to be presented separately on our consolidated balance sheet.

These reclassifications had no impact on our previously reported total assets, total liabilities, results of operations, comprehensive income or net cash flows from operating, financing or investing activities.

Prior period amounts on the consolidated statements of operations, and notes thereto, have been reclassified to conform to the current period presentation.

Interest income, previously presented within other income (expense), net, were reclassified to be presented separately on our consolidated statements of operations.

This reclassification had no impact on our previously reported results of operations, comprehensive income or net cash flows from operating, financing or investing activities.

Use of Estimates

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We rely on third parties to provide payment processing services (“payment service providers”) to collect amounts due from end-users.

Payment service providers are financial institutions or credit card companies that we believe are of high credit quality.

Payment service

providers are financial institutions or credit card companies that we believe are of high credit quality.

No customers accounted for 10% or more of revenue for the years ended December 31, 2023, 2024, and 2025.

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Maintenance and repairs that do not enhance or extend the asset’s useful life are charged to operating expenses as incurred.

We capitalize certain costs, such as compensation costs, including stock-based compensation, and interest incurred on outstanding debt, in developing internal-use software once planning has been completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will function as intended.

We capitalize certain costs, such as compensation costs, including stock-based compensation, in developing internal-use software once planning has been completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will function as intended.

Amortization of such costs occurs on a straight-line basis over the estimated useful life of the related asset and begins once the asset is ready for its intended use.

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We evaluate our non-marketable equity securities for impairment at each reporting period based on a qualitative assessment that considers various potential impairment indicators.

Impairment indicators might include, but would not necessarily be limited to, a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee, a significant adverse change in the regulatory, economic, or technological environment of the investee, a bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the same or similar securities for an amount less than the carrying amount of the investments in those securities.

Impairment indicators may include, but would not be limited to, a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee, a significant adverse change in the regulatory, economic, or technological environment of the investee, a bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the same or similar securities for an amount less than the carrying amount of the investments in those securities.

If an impairment exists, a loss is recognized in the consolidated statements of operations for the amount by which the carrying value exceeds the fair value of the investment.

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In circumstances where neither condition exists, we then evaluate whether a decline is due to credit-related factors.

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

which fair value is less than the amortized cost basis, changes in the credit quality of the underlying loan obligors, credit ratings actions, as well as other factors.

The factors considered in determining whether a credit loss exists can include the extent to which fair value is less than the amortized cost basis, changes in the credit quality of the underlying loan obligors, credit ratings actions, as well as other factors.

To determine the portion of a decline in fair value that is credit-related, we compare the present value of the expected cash flows of the security discounted at the security’s effective interest rate to the amortized cost basis of the security.

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Derivative Instruments

We enter into financial derivative instruments, consisting of foreign currency contracts to mitigate the foreign currency exchange risk of our assets and liabilities denominated in currencies other than the functional currency.

We do not use derivatives for trading or speculative purposes.

These instruments are recorded on the consolidated balance sheets at fair value and classified within Level 2 of the fair value hierarchy.

Gains and losses on the derivative instruments that are not designated as hedging instruments are recognized in other income (expense), net in the consolidated statements of operations.

The cash flows associated with our non-designated derivatives are classified in cash flows from investing activities on our consolidated statement of cash flows.

We enter into financial derivative instruments, consisting of foreign currency contracts to mitigate the foreign currency exchange risk of our assets and liabilities, and forecasted transactions denominated in currencies other than the functional currency.

We have master netting arrangements with certain counterparties to our foreign currency exchange contracts, which are designed to reduce credit risk by permitting net settlement of transactions with the same counterparty.

All derivative instruments are recorded in the consolidated balance sheets at fair value and classified within Level 2 of the fair value hierarchy.

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 not designated as hedging instruments, gains and losses are recognized in other income (expense), net in the consolidated statements of operations.

The cash flows associated with these derivatives are classified in cash flows from investing activities on our consolidated statements of cash flows.

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.

We have elected to present the derivative assets and derivative liabilities on a gross basis.

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Subsequently, we recognize through the consolidated statements of operations and as an adjustment to the investment balance, our proportionate share of the investees’ net income or loss and the amortization of basis differences.

We record our share of the results of equity method investments one quarter in arrears as income (loss) from equity method investment, net of tax in the consolidated statements of operations.

We record our share of the results of equity method investments one quarter in arrears as income (loss) from equity method investments in the consolidated statements of operations.

We evaluate each of our equity method investments at the end of each reporting period to determine whether events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable.

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implied values in recent transactions of investee securities;

other publicly available information that may affect the value of our investments.

and other publicly available information that may affect the value of our investments.

Evaluation of Long-Lived Assets for Impairment

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The estimated fair value of marketable debt securities, accounts receivable, accounts payable, and accrued liabilities approximates their carrying value due to the short-term maturities of these instruments.

Refer to Note 3 – Investments and Fair Value Measurement and Note 8 – Long-Term Debt and Revolving Credit Arrangements for further information.

Refer to Note 2 – Investments and Fair Value Measurement and Note 8 – Long-Term Debt and Credit Arrangements for further information.

Variable Interest Entities

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We derive the majority of our advertising revenue from sponsored listing fees paid by Merchants and brands in exchange for advertising on our platform.

Advertising revenue is recognized when an end-user engages with the sponsored listing based on the number of clicks.

Advertising revenue is recognized when an end-user engages with the sponsored listing based on the

number of clicks.

Revenue is presented on a gross basis in the amount billed to Merchants and brands as we control the advertisement before it is transferred to the end-user.

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We expense advertising and other promotional expenditures as incurred.

Advertising expenses totaled $ 1.7 billion for each of the years ended December 31, 2022 and 2023 and $ 1.9 billion for the year ended December 31, 2024.

Advertising expenses totaled $ 1.7 billion, $ 1.9 billion, and $ 2.2 billion for the years ended December 31, 2023, 2024, and 2025, respectively.

Discounts, loyalty programs, promotions, refunds, and credits provided to end-users who are not customers totaled $ 1.7 billion, $ 1.4 billion, and $ 1.6 billion for the years ended December 31, 2023, 2024, and 2025, respectively.

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Expenses also include ongoing improvements to, and maintenance of, existing products and services, and allocation of certain corporate costs.

• General and administrative expenses primarily consist of compensation costs, including stock-based compensation, for executive management and administrative employees, including finance and accounting, human resources, policy and communications, legal, and certain impairment charges, as well as allocation of certain corporate costs, occupancy, and

general corporate insurance costs.

General and administrative expenses also include certain legal-related accruals and expenses.

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Restructuring and Related Charges

Costs associated with management-approved restructuring activities, including reductions in headcount, exiting a market or consolidation of facilities are recognized when they are incurred and may include employee termination benefits, impairment of long-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.

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.

We record a liability for employee termination benefits either when it is probable that an employee is entitled to them and the amount of the benefits can be reasonably estimated or when management has communicated the termination plan to employees and all of the following conditions have been met:

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Cumulative translation adjustments are recorded within accumulated other comprehensive income (loss), a separate component of total equity (deficit).

Net Income (Loss) Per Share Attributable to Common Stockholders

We compute net income (loss) per share using the two-class method required for participating securities.

Net Income Per Share Attributable to Common Stockholders

We compute net income per share using the two-class method required for participating securities.

The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

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We use a combination of third-party insurance and self-insurance mechanisms, including a wholly-owned captive insurance subsidiary, to provide for the potential liabilities for certain risks, including auto liability, uninsured and underinsured motorist, auto physical damage, general liability, and workers’ compensation.

Insurance reserves is the liability for unpaid losses and loss adjustment expenses, which represents the estimate of the ultimate unpaid obligation for such insurance related risks and includes an amount for case reserves related to reported claims and an amount for losses incurred but not reported as of the balance sheet date.

Insurance reserves are the liabilities for unpaid losses and loss adjustment expenses, which represent the estimate of the ultimate unpaid obligation for such insurance related risks and includes an amount for case reserves related to reported claims and an amount for losses incurred but not reported as of the balance sheet date.

The estimate of the ultimate unpaid obligation utilizes generally accepted actuarial methods applied to historical claim and loss experience.

In addition, we use assumptions based on actuarial judgment related to claim and loss development patterns and expected loss costs, which consider frequency trends, severity trends, and relevant industry data.

In addition, we use assumptions based on actuarial judgment related to claim and loss development patterns, expected loss costs, the frequency and severity of claims, and relevant industry data.

These reserves are continually reviewed and adjusted as experience develops and new information becomes known.

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Reserve amounts estimated to be settled within one year are recorded in short-term insurance reserves, with longer term settlements recorded in long-term insurance reserves on the consolidated balance sheets.

Insurance recoverables are recognized when we enter into contracts that transfer the risk recorded

in our insurance reserves to third-party insurance companies.

Insurance recoverables are recognized when we enter into contracts that transfer the risk recorded in our insurance reserves to third-party insurance companies.

Recoverable amounts estimated to be recovered within one year are recorded in prepaid expenses and other current assets, with longer term recoverables recorded in other assets on the consolidated balance sheets.

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Actual results depend upon the outcome of future contingent events and can be affected by many factors, such as claims settlement processes and changes in the economic, legal, and social environments.

As a result, the net amounts that will ultimately be paid to settle the liability and when these amounts will be paid may vary from the estimate provided on the consolidated balance sheets.

a result, the net amounts that will ultimately be paid to settle the liability and when these amounts will be paid may vary from the estimate provided on the consolidated balance sheets.

Loss Contingencies

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Significant judgment is required to determine both the probability and the estimated amount of loss.

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.

We recognize estimated losses from contingencies that relate to proceedings in which Drivers are the plaintiffs, or proceedings and regulatory penalties against Drivers for which we elect to either pay on behalf of or reimburse Drivers, as a reduction of revenue in the consolidated statements of operations.

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.

We recognize estimated losses from contingencies that relate to proceedings in which Drivers or Couriers are the plaintiffs, or proceedings and regulatory penalties against Drivers or Couriers for which we elect to reimburse or pay directly to Drivers or Couriers, either as a reduction of revenue or a cost of revenue in the consolidated statements of operations.

All other estimated losses from contingencies are recognized in general and administrative expenses.

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Recently Adopted Accounting Pronouncements

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 standard is effective for public companies for fiscal years beginning after December 15, 2023.

We adopted the ASU on January 1, 2024.

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.

The standard is effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

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

Refer to Note 13 – Segment Information and Geographic Information for further information.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

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The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions.

The standard will be effective for public companies for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

We are currently evaluating the impact of this accounting standard update on our consolidated financial statements and related disclosures.

The standard was effective for public companies for fiscal years beginning after December 15, 2024.

We adopted the ASU on January 1, 2025 on a prospective basis.

This standard did not affect our operating results.

Refer to Note 11 – Income Taxes for further details.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures," which requires disclosure of additional information about specific expense categories underlying certain income statement expense line items.

The standard will be effective for public companies for fiscal years beginning after December

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

The standard will be effective for public companies for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

We are currently evaluating the impact of this accounting standard update on our consolidated financial statements and related disclosures.

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):

Year Ended December 31,

2022 2023 2024

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

Total revenue $ 31,877 $ 37,281 $ 43,978

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

We recognize Subscription fees ratably over the life of the pass.

We allocate Subscription fees earned to Mobility and Delivery revenue on a proportional basis, based on usage for each offering during the respective period.

Year Ended December 31,

2022 2023 2024

United States and Canada ("US&CAN") $ 19,474 $ 20,436 $ 23,618

Latin America ("LatAm") 1,978 2,512 2,795

Europe, Middle East and Africa ("EMEA") 6,944 9,904 12,529

Asia Pacific ("APAC") 3,481 4,429 5,036

Total revenue $ 31,877 $ 37,281 $ 43,978

Mobility Revenue

We derive revenue from fees paid by Mobility Drivers for the use of our platform(s) and related services to facilitate and complete Mobility services and, in certain markets, revenue from fees paid by end-users for connection services obtained via the platform.

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

Additionally, in certain markets where we are responsible for Mobility services, fees charged to end-users are also included in revenue, while payments to Drivers in exchange for Mobility services are recognized in cost of revenue, exclusive of depreciation and amortization.

Delivery Revenue

We derive revenue for Delivery from Merchants’ and Couriers’ use of the Delivery platform and related service to facilitate and complete Delivery transactions and, in certain markets, revenue from fees paid by end-users for connection services obtained via the platform.

Additionally, in certain markets where we are responsible for Delivery services, delivery fees charged to end-users are also included in revenue, while payments to Couriers in exchange for Delivery services are recognized in cost of revenue, exclusive of depreciation and amortization.

Delivery also includes advertising revenue from sponsored listing fees paid by Merchants and brands in exchange for advertising services.

Freight Revenue

Freight revenue consists of revenue from freight transportation services provided to shippers and transportation management.

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.

The standard will be effective for public companies for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

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

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.

The standard will be effective for public companies for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

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

Note 2 – Investments and Fair Value Measurement

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Certificates of deposit — 38

Mortgage-backed and asset-backed securities

Restricted investments $ 7,019 $ 8,874

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(2) These balances include certain investments recorded at fair value with changes in fair value recorded in earnings due to the election of the fair value option of accounting for financial instruments.

(3) In connection with Aurora Innovation, Inc.’s (“Aurora”) November 2021 initial public offering, we are subject to a lock-up agreement in which our ability to sell or transfer our shares in Aurora is partially restricted until November 2025.

(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.

(4) Consists of the Lime Convertible Note.

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(“Lime”) is considered a related party as a result of our investment in Lime Common Stock.

Assets Measured at Fair Value on a Recurring Basis

The following table presents our financial assets measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in millions):

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents our financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in millions):

As of December 31, 2024 As of December 31, 2025

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Certificates of deposit — 38 — 38 — 72 — 72

Mortgage-backed and asset-backed securities

— — — — — 22 — 22

Non-marketable equity securities — — 11 11 — — 69 69

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Notes receivable from a related party (1)

— — 144 144 — — 190 190

Total financial assets $ 6,974 $ 8,562 $ 155 $ 15,691 $ 6,217 $ 10,326 $ 259 $ 16,802

Financial Liabilities

2028 Exchangeable Senior Notes (2)

$ — $ — $ — $ — $ — $ 1,125 $ — $ 1,125

Derivative liabilities (3)

— — — — — 5 — 5

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

(1) Consists of the Lime Convertible Note.

Neutron Holdings, Inc.

(“Lime”) is considered a related party as a result of our investment in Lime Common Stock.

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

(3) Refer to Note 3 – Derivative and Hedging Instruments for further information.

We did not make any transfers into or out of Level 3 of the fair value hierarchy during the years ended December 31, 2024 and 2025.

Debt Securities

As of December 31, 2023, the amortized cost of our debt securities approximates fair value.

We did not record any material unrealized gains or losses as of December 31, 2023.

The following table summarizes the amortized cost, unrealized gains and losses, and fair value of our debt securities (in millions):

The following tables summarize the amortized cost, unrealized gains and losses, and fair value of our debt securities (in millions):

As of December 31, 2024

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Total $ 8,558 $ 8 $ ( 4 ) $ 8,562

As of December 31, 2025

Amortized Cost Unrealized Gains Unrealized Losses Fair Value

government and agency securities $ 7,315 $ 8 $ — $ 7,323

Commercial paper 715 — — 715

Corporate bonds 2,190 4 — 2,194

Certificates of deposit 72 — — 72

Mortgage-backed and asset-backed securities

Total $ 10,314 $ 12 $ — $ 10,326

For the years ended December 31, 2023, 2024, and 2025, we did not record any material realized gains or losses for our debt securities.

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The weighted-average remaining maturity of our debt securities was less than one year as of December 31, 2025.

Derivatives Not Designated as Hedging Instruments

As of December 31, 2024, the fair value of our outstanding derivative assets and liabilities were not material.

We did not record any material realized or unrealized gains or losses for our financial derivative instruments during the year ended December 31, 2024.

As of December 31, 2024, there were no rights of set-off associated with our foreign currency exchange contracts.

The total notional amount of outstanding derivatives not designated as hedging instruments was $ 1.1 billion as of December 31, 2024.

Fair Value Hierarchy

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We determine realized gains or losses on the sale of equity and debt securities on a specific identification method.

Zomato Investment

During the third quarter of 2022, we completed the sale of $ 418 million of our entire stake in Zomato ordinary shares for net proceeds of $ 376 million and recognized an immaterial loss from this transaction in other income (expense), net in our consolidated statement of operations.

Aurora Investment

As of December 31, 2024 and 2025, our Class A common stock in Aurora (“Aurora Investment”) have been classified as a marketable equity security with a readily determinable fair value (Level 1) in the table presenting our financial assets measured at fair value on a recurring basis.

We recognized a net unrealized loss of $ 3.0 billion, a net unrealized gain of $ 985 million, and a net unrealized gain of $ 629 million on this investment in other income (expense), net in our consolidated statements of operations for the years ended December 31, 2022, 2023 and 2024, respectively, for the fair value change of the equity security.

We recognized a net unrealized gain of $ 985 million, a net unrealized gain of $ 629 million, and a net unrealized loss of $ 802 million on this investment in other income (expense), net in our consolidated statements of operations for the years ended December 31, 2023, 2024, and 2025, respectively, for the fair value change of the equity security.

Grab Investment

As of December 31, 2024 and 2025, our Class A ordinary shares in Grab have been classified as a marketable equity security with a readily determinable fair value (Level 1) in the table presenting our financial assets measured at fair value on a recurring basis.

We recognized a net unrealized loss of $ 2.1 billion, a net unrealized gain of $ 80 million, and a net unrealized gain of $ 723 million on the investment in other income (expense), net in our consolidated statements of operations for the years ended December 31, 2022, 2023 and 2024, respectively, for the fair value change of the equity security.

We recognized a net unrealized gain of $ 80 million, a net unrealized gain of $ 723 million, and a net unrealized gain of $ 145 million on the investment in other income (expense), net in our consolidated statements of operations for the years ended December 31, 2023, 2024, and 2025, respectively, for the fair value change of the equity security.

Delivery Hero Investment

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As of December 31, 2025, our investment in Delivery Hero was classified as a marketable equity security with a readily determinable fair value (Level 1) measured at fair value on a recurring basis.

We recognized an immaterial net unrealized gain on this investment in other income (expense), net in our consolidated statement of operations during the year ended December 31, 2024.

We recognized an immaterial net unrealized gain, and an immaterial net unrealized loss on this investment in other income (expense), net in our consolidated statement of operations during the years ended December 31, 2024 and 2025, respectively, for the fair value change of the equity security.

Financial Assets and Liabilities Measured at Fair Value Using Level 3 Inputs

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Non-marketable

Equity Securities Notes Receivable MLU B.V.

Equity Securities Notes Receivable

Balance as of December 31, 2023 $ — $ 126

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We determined that the Didi ADS were similar to the ordinary shares held prior to the NYSE Delisting.

We then measured the investment to fair value based on the closing share price of the Didi ADS on the OTC market

on December 31, 2023 and 2024 as an observable transaction for similar securities.

As of December 31, 2023 and 2024, our Didi investment is classified as a non-marketable equity security and is measured at fair value on a non-recurring basis with a readily available price based on significant other observable inputs (Level 2).

We recognized a net unrealized loss of $ 1.0 billion, a net unrealized gain of $ 443 million and a net unrealized gain of $ 357 million on this investment in other income (expense), net in our consolidated statements of operations for the years ended December 31, 2022, 2023 and 2024, respectively.

We then measured the investment to fair value based on the closing share price of the Didi ADS on the OTC market on December 31, 2024 and 2025 as an observable transaction for similar securities.

As of December 31, 2024 and 2025, our Didi investment is classified as a non-marketable equity security and is measured at fair value on a non-recurring basis with a readily

available price based on significant other observable inputs (Level 2).

We recognized a net unrealized gain of $ 443 million, a net unrealized gain of $ 357 million, and a net unrealized gain of $ 409 million on this investment in other income (expense), net in our consolidated statements of operations for the years ended December 31, 2023, 2024, and 2025, respectively.

Note 3 – Derivative and Hedging Instruments

We enter into derivative instruments, consisting of foreign exchange contracts, to mitigate the foreign currency risk.

We do not use derivatives for trading or speculative purposes.

We have master netting arrangements with certain counterparties to our foreign exchange contracts, which are designed to reduce credit risk by permitting net settlement of transactions with the same counterparty.

We have elected to present the derivative assets and derivative liabilities on a gross basis on our consolidated balance sheets.

As of December 31, 2025, there were no rights of set-off associated with our foreign exchange contracts.

We designate certain foreign exchange contracts as cash flow hedges to protect forecasted revenue, typically hedging exposures for up to 12 months.

As of December 31, 2025, the total notional amount of these derivatives was $ 378 million.

We also utilize foreign exchange contracts not designated as hedging instruments to manage general foreign currency risk.

The total notional amounts for these instruments were $ 1.1 billion and $ 1.6 billion as of December 31, 2024 and 2025, respectively.

As of and for the years ended December 31, 2024 and 2025, the fair values of our outstanding derivative instruments, as well as any related realized or unrealized gains, losses, and amounts recorded in or reclassified from accumulated other comprehensive income (loss), were immaterial to our consolidated financial statements.

Note 4 – Equity Method Investments

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The investment was determined to be an equity method investment due to our ability to exercise significant influence over MLU B.V.

We review for impairment whenever factors indicate that the carrying value of the equity method investment may not be recoverable.

During the first quarter of 2022, we determined that our investment in MLU B.V.

was other-than-temporarily impaired, and recorded an impairment charge of $ 182 million in other income (expense), net in the consolidated statement of operations.

The impairment was primarily due to consensus projections of a protracted recession of the Russian economy as a result of Russia's invasion of Ukraine.

To determine the fair value of our investment in MLU B.V., we utilized a market approach referencing revenue multiples from publicly traded peer companies.

Sale of Our Remaining Interest in MLU B.V.

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to Yandex for $ 703 million in cash and recognized an immaterial loss from this transaction recorded in other income (expense), net in our consolidated statement of operations during the year ended December 31, 2023.

After this transaction, we no longer had an equity interest in MLU B.V.

In 2021, we granted Yandex an option (“MLU B.V.

Call Option”) to acquire our remaining equity interest in MLU B.V.

Call Option was recorded as a liability in accrued and other current liabilities on our consolidated balance sheets, initially

valued at $ 230 million and measured at fair value on a recurring basis with changes in fair value recorded in other income (expense), net in the consolidated statements of operations.

As of December 31, 2022, the fair value of the MLU B.V.

Call Option was $ 2 million.

We recorded a $ 191 million net gain for the fair value change during the year ended December 31, 2022.

To determine the fair value of the MLU B.V.

Call Option as of December 31, 2022, we used a lattice model which simulated multiple scenarios of the exercise behaviors and the corresponding strike prices over the term of the call option.

Key inputs to the lattice model were:

the underlying business value;

option term of 0.7 years;

volatility of 65 %;

risk-free interest rates;

and strike price (Level 3).

As part of our sale of our remaining interest in MLU B.V.

to Yandex during the second quarter of 2023, the MLU B.V.

Call Option was extinguished and we recognized a gain that was not material in other income (expense), net in our consolidated statement of operations during the year ended December 31, 2023.

After this transaction, we no longer had an equity

interest in MLU B.V.

Note 5 – Property and Equipment, Net

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Our leases primarily include corporate offices, data centers, and servers.

The lease term of operating and finance leases vary from less than a year to 76 years.

The lease term of operating and finance leases vary from less than one year to 76 years.

We have leases that include one or more options to extend the lease term for up to 14 years as well as options to terminate the lease within one year .

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Total lease liabilities $ 1,559 $ 222

As of December 31, 2024, additional operating leases and finance leases that have not yet commenced were immaterial .

As of December 31, 2025, additional operating leases and finance leases that have been executed but not yet commenced were immaterial .

Mission Bay 1 & 2

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The annual rent amounts under the Land Leases are fixed through 2032, after which, the annual rent amounts will adjust annually based on the prevailing consumer price index.

Future lease payments on the Land Leases as of December 31, 2024, is $ 1.7 billion;

51 % is included in our operating lease commitments, and 49 % or $ 826 million, is allocated to the financing obligation of the Indirect Interest through 2092.

Future lease payments on the Land Leases as of December 31, 2025 are $ 1.7 billion, of which 51 % is included in our operating lease commitments and the remaining 49 %, or $ 820 million, is allocated to the financing obligation of the Indirect Interest through 2092.

Note 7 – Goodwill and Intangible Assets

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Balance as of January 1, 2024 $ 2,337 $ 4,369 $ 1,445 $ 8,151

Loss on disposal ( 9 ) — — ( 9 )

Divestiture — ( 36 ) — ( 36 )

Foreign currency translation and other adjustments ( 76 ) ( 2 ) ( 7 ) ( 85 )

Balance as of December 31, 2024 2,261 4,367 1,438 8,066

Acquisitions 131 705 — 836

Foreign currency translation and other adjustments 17 8 4 29

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Total $ 1,037

Note 8 – Long-Term Debt and Revolving Credit Arrangements

Note 8 – Long-Term Debt and Credit Arrangements

Components of debt, including the associated effective interest rates and maturities were as follows (in millions, except for percentages):

As of December 31,

2023 2024 Effective Interest Rates Maturities

2030 Senior Note $ — $ 1,250 4.5 % January 15, 2030

2034 Senior Note — 1,500 4.9 % September 15, 2034

2054 Senior Note — 1,250 5.4 % September 15, 2054

2030 Refinanced Term Loans 1,986 — — % —

2026 Senior Note

1,500 — — % —

2027 Senior Note

1,200 700 7.7 % September 15, 2027

2028 Senior Note 500 500 7.0 % January 15, 2028

2029 Senior Note 1,500 1,500 4.7 % August 15, 2029

2024 2025 Stated Interest Rate Effective Interest Rates Maturities

2025 Convertible Notes $ 1,150 $ — — % — % —

1,150 1,150 0.2 % December 15, 2025

2028 Convertible Notes 1,725 1,725 0.875 % 1.1 % December 2028

2028 Exchangeable Senior Notes — 1,125 0.00 % 0.0 % May 2028

2027 Senior Notes 700 — — % — % —

2028 Senior Notes 500 — — % — % —

2029 Senior Notes 1,500 1,500 4.50 % 4.7 % August 2029

2030 Senior Notes 1,250 1,250 4.30 % 4.5 % January 2030

2031 Senior Notes — 1,000 4.15 % 4.3 % January 2031

2034 Senior Notes 1,500 1,500 4.80 % 4.9 % September 2034

2035 Senior Notes — 1,250 4.80 % 5.0 % September 2035

2054 Senior Notes 1,250 1,250 5.35 % 5.4 % September 2054

Total debt (1)

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Total long-term debt $ 8,347 $ 10,521

(1) The 2025 Convertible Notes will mature on December 15, 2025, and is classified within accrued and other current liabilities on our consolidated balance sheet as of December 31, 2024.

(1) The total fair value of our outstanding debt was $ 9.5 billion and $ 11.1 billion as of December 31, 2024 and 2025, respectively, and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.

2031 and 2035 Senior Notes

On September 9, 2024, we completed a registered public offering of $ 1.25 billion aggregate principal amount of our 4.30 % Senior Note due on January 15, 2030 (the “2030 Senior Note”), $ 1.50 billion aggregate principal amount of our 4.80 % Senior Note due on September 15, 2034 (the “2034 Senior Note”), and $ 1.25 billion aggregate principal amount of our 5.35 % Senior Note due on September 15, 2054 (the “2054 Senior Note” and, together with the 2030 Senior Note and the 2034 Senior Note, the “Notes”).

Notes are our senior unsecured debt obligations and the entire principal amounts of the Notes are due at the respective maturity dates and therefore, the Notes are classified as long-term.

In November 2024, we used a portion of the net proceeds from our Notes offering, along with cash on hand, to redeem, in full, the outstanding 2026 Senior Note.

As a result, we recognized an immaterial loss on debt extinguishment for the year ended December 31, 2024 in other income (expense), net in our consolidated statement of operations.

Following the redemption, the 2026 Senior Note is no longer outstanding.

Interest on the 2030 Senior Note is payable semi-annually in arrears on January 15 and July 15 of each year at 4.30 % per annum, beginning January 15, 2025.

Interest on the 2034 Senior Note and 2054 Senior Note is payable semi-annually in arrears on March 15 and September 15 of each year at 4.80 % and 5.35 % per annum, respectively, beginning March 15, 2025.

The indentures governing the Notes contain customary covenants restricting our and certain of our subsidiaries’ ability to incur debt and incur liens, as well as certain financial covenants specified in the indentures.

On September 11, 2025, we completed a registered public offering of $ 1.0 billion aggregate principal amount of 4.15 % senior notes due 2031 (the “2031 Senior Notes”) and $ 1.25 billion aggregate principal amount of 4.80 % senior notes due 2035 (the “2035 Senior Notes”).

The 2031 Senior Notes and 2035 Senior Notes are our senior unsecured debt obligations and classified as long-term.

Interest on the 2031 Senior Notes is payable semi-annually in arrears on January 15 and July 15 of each year at 4.15 % per annum, beginning January 15, 2026.

Interest on the 2035 Senior Notes is payable semi-annually in arrears on March 15 and September 15 of each year at 4.80 % per annum, beginning March 15, 2026.

The indentures governing the 2031 Senior Notes and 2035 Senior Notes contain customary covenants restricting our, and certain of our subsidiaries’, ability to incur liens on any of our, or certain of our subsidiaries’, principal property in order to secure any debt, as well as certain financial covenants specified in the indentures.

We were in compliance with all covenants as of December 31, 2025.

As of December 31, 2024, the fair value of the 2030 Senior Note, 2034 Senior Note, and 2054 Senior Note was $ 1.2 billion, $ 1.4 billion, and $ 1.2 billion, respectively, and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.

2030 Refinanced Term Loans

In March 2023, we entered into two refinancing transactions pursuant to an amendment to the 2016 Senior Secured Term Loan Agreement.

On March 3, 2023, we entered into a refinancing transaction under which we borrowed $ 1.75 billion (“First Closing”), the proceeds of which were used to repay in full the outstanding 2025 Refinanced Term Loan of $ 1.4 billion and $ 317 million of the outstanding 2027 Refinanced Term Loan.

On March 14, 2023, we entered into the second refinancing transaction under which we borrowed $ 761 million (“Second Closing”), the proceeds of which were used to repay in full the outstanding 2027 Refinanced Term Loan.

The Second Closing constituted an additional term loan in the same tranche as the First Closing (collectively, the “2030 Refinanced Term Loans”).

The 2030 Refinanced Term Loans had a maturity date of March 3, 2030.

The interest rate for the 2030 Refinanced Term Loans was Secured Overnight Financing Rate (“SOFR”) subject to a floor of 0.00 %, plus 2.75 % per annum.

The refinancing transactions qualified as both a debt modification and debt extinguishment.

As a result, we recognized an immaterial loss on debt extinguishment during the year ended December 31, 2023 in other income (expense), net in our consolidated statement of operations.

The refinancing transactions resulted in:

(i) $ 1.1 billion cash inflow from the issuance of the 2030 Refinanced Term Loans, net of issuance costs, from new lenders and additional principal from existing lenders;

(ii) a $ 1.1 billion cash outflow of principal payments on the 2025 Refinanced Term Loan and 2027 Refinanced Term Loan to exiting lenders and lower principal from existing lenders.

The cash inflow and cash outflow were recorded within cash flows from financing activities in our consolidated statement of cash flows for the year ended December 31, 2023.

In September 2024, we used a portion of the net proceeds from our Notes offering, discussed above, to repay, in full, all loans outstanding under our term loan agreement, of which approximately $ 1.97 billion aggregate principal amount was outstanding as of June 30, 2024.

As a result, we recognized an immaterial loss on debt extinguishment for the year ended December 31, 2024 in other income (expense), net in our consolidated statement of operations.

In September 2025, we exercised the call option and fully redeemed $ 700 million of the 7.50 % senior notes due 2027 (the “2027 Senior Notes”) and $ 500 million of the 6.25 % senior notes due 2028 (the “2028 Senior Notes”), using a portion of the net proceeds from the 2031 Senior Notes and 2035 Senior Notes.

As a result, during the year ended December 31, 2025, we recognized an immaterial loss on debt extinguishment in other income (expense), net on our consolidated statements of operations.

The 2030, 2034 and 2054 senior notes are our unsecured debt obligations.

The 2029 senior notes are guaranteed by certain of our material domestic restricted subsidiaries.

The 2029, 2030, 2034 and 2054 senior notes are collectively referred to as “Senior Notes”.

Interest on the Senior Notes is payable semi-annually in arrears.

The entire principal amounts of the Senior Notes are due at the respective maturity dates, and we may redeem the Senior Notes at any time, in whole or in part, at specified redemption prices.

The indentures governing the Senior Notes contain customary covenants restricting our and certain of our subsidiaries’ ability to incur debt

and incur liens, as well as certain financial covenants specified in the indentures.

We were in compliance with all covenants as of December 31, 2025.

2028 Convertible Notes and Capped Call Transactions

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The net proceeds from this offering were approximately $ 1.70 billion, after deducting the debt issuance costs.

We used a portion of the net proceeds from this offering to fund the cost of entering into the capped call transactions, described below.

Additionally, we used a portion of the net proceeds from this offering, along with cash on hand, to partially pay down $ 500 million of our 2030 Refinanced Term Loans in November 2023 and redeem all of our outstanding 2025 Senior Note in December 2023.

As a result, we recognized an immaterial loss on debt extinguishment for the year ended December 31, 2023 in other income (expense), net in our consolidated statement of operations.

Following the redemption, the 2025 Senior Note was no longer outstanding.

We used a portion of the net proceeds from this offering to fund the cost of entering into the capped call transactions, the “Capped Calls,” described further in the below section.

Holders of the 2028 Convertible Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2028 only under the following circumstances:

(i) during any calendar quarter commencing after the calendar quarter ending on March 31, 2024 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days

ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;

(i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter, is greater than or equal to 130 % of the conversion price on each applicable trading day;

(ii) during the five business day period after any ten consecutive trading day period (the “2028 Convertible Notes measurement period”) in which the trading price (as defined in the indenture governing the 2028 Convertible Notes) per $1,000 principal amount of notes for each trading day of the 2028 Convertible Notes measurement period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;

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On or after September 1, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances.

As of December 31, 2024 , none of the conditions permitting the holders of the 2028 Convertible Notes to convert their notes early had been met.

Therefore, the 2028 Convertible Notes are classified as long-term.

On October 1, 2025, the conditions permitting the holders of the 2028 Convertible Notes to convert their notes early were met.

The 2028 Convertible Notes were eligible for conversion at the option of the holders from October 1, 2025 through December 31, 2025, but no conversion requests were received during this period.

On January 1, 2026, the sale price for conversion was not satisfied, and as a result, the 2028 Convertible Notes are not eligible for conversion during the first quarter of 2026.

We have the intent and ability to refinance the 2028 Convertible Notes on a long-term basis using our revolving credit agreement (“Credit Agreement,” as described further below), and accordingly, the 2028 Convertible Notes were classified as long-term debt on the consolidated balance sheets as of December 31, 2025.

The initial conversion rate is 13.7848 shares of the common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $ 72.54 per share of the common stock.

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The fair value of our 2028 Convertible Notes was $ 2.2 billion as of December 31, 2025 and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.

In connection with the issuance of the 2028 Convertible Notes, we entered into privately negotiated capped call transactions (“the Capped Calls”) with certain of the initial purchasers of the 2028 Convertible Notes or their respective affiliates (the “option counterparties”) at a cost of approximately $ 141 million.

In connection with the issuance of the 2028 Convertible Notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers of the 2028 Convertible Notes or their respective affiliates (the “option counterparties”) at a cost of approximately $ 141 million.

The Capped Calls cover, subject to anti-dilution adjustments, the number of shares of our common stock initially underlying the 2028 Convertible Notes.

By entering into the Capped Calls, we expect to reduce the potential dilution to our common stock (or, in the event a conversion of the 2028 Convertible Notes is settled in cash, to reduce our cash payment obligation) in the event that at the time of conversion of the 2028 Convertible Notes the trading price of our common stock price exceeds the conversion price of the 2028 Convertible Notes.

conversion price of the 2028 Convertible Notes.

The initial cap price of the Capped Calls was approximately $ 95.81 per share, which represents a premium of 75 % over the last reported sale price of our common stock of $ 54.75 on the New York Stock Exchange on November 20, 2023, and is subject to certain adjustments under the terms of the Capped Calls.

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2025 Convertible Notes

In December 2020, we issued $ 1.15 billion aggregate principal amount of 0 % convertible senior notes due in 2025 (the “2025 Convertible Notes”), including the exercise in full by the initial purchasers of the 2025 Convertible Notes of their option to purchase up to an additional $ 150 million principal amount of the 2025 Convertible Notes.

The 2025 Convertible Notes were issued in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

The 2025 Convertible Notes will mature on December 15, 2025, unless earlier converted, redeemed or repurchased.

Holders of the 2025 Convertible Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 15, 2025 only under the following circumstances:

(i) during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;

Convertible Notes) per $1,000 principal amount of notes for each trading day of the 2025 Convertible Notes measurement period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;

In December 2020, we issued $ 1.15 billion aggregate principal amount of 0.00 % convertible senior notes due in 2025 (the “2025 Convertible Notes”).

The indenture, dated December 11, 2020, that governed the 2025 Convertible Notes (the “Base Indenture”) did not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries.

The initial conversion rate was 12.3701 shares of common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $ 80.84 per share of the common stock.

The conversion rate would be subject to adjustment in some events but would not be adjusted for any accrued and unpaid special interest.

On November 24, 2023, we entered into the first supplemental indenture to the Base Indenture (the “First Supplemental Indenture”), pursuant to which we irrevocably elected (i) to eliminate our option to choose Physical Settlement (as defined in the Base Indenture) on any conversion of the 2025 Convertible Notes that occurs on or after the date of the First Supplemental Indenture, (ii) Cash Settlement or Combination Settlement (each as defined in the Base Indenture as the Settlement Method of any conversion of the 2025 Convertible Notes and (iii) that, with respect to any Combination Settlement for a conversion of the 2025 Convertible Notes, the Specified Dollar Amount (as defined in the Base Indenture) that would be settled in cash per $1,000 principal amount of the 2025 Convertible Notes would be no lower than $1,000.

Holders of the 2025 Convertible Notes had the option to convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 15, 2025 only under the following circumstances:

(i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;

(ii) during the five business day period after any ten consecutive trading day period (the “2025 Convertible Notes measurement period”) in which the trading price (as defined in the indenture governing 2025 Convertible Notes) per $1,000 principal amount of notes for each trading day of the 2025 Convertible Notes measurement period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;

(iii) if we call such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the applicable redemption date;

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On or after September 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances.

As of December 31, 2024, none of the conditions permitting the holders of the 2025 Convertible Notes to convert their notes early had been met.

The 2025 Convertible Notes will mature on December 15, 2025, and therefore is classified as accrued and other current liabilities on our consolidated balance sheet as of December 31, 2024.

The initial conversion rate is 12.3701 shares of common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $ 80.84 per share of common stock.

The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid special interest.

Upon conversion of the 2025 Convertible Notes, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.

We may not redeem the notes prior to December 20, 2023.

We may redeem for cash all or any portion of the notes, at our option, on or after December 20, 2023 if the last reported sale price of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

The indenture governing the 2025 Convertible Notes does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries.

The fair value of our 2025 Convertible Notes was $ 1.2 billion as of December 31, 2024 and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.

Amendments to 2025 Convertible Notes

On November 24, 2023, we entered into the First Supplemental Indenture (the “First Supplemental Indenture”), to an indenture, dated as of December 11, 2020 (the “Base Indenture”), by and between us and the U.S.

Bank Trust Company, National Association, as trustee, governing our outstanding 2025 Convertible Notes.

Pursuant to the First Supplemental Indenture, we irrevocably elected (i) to eliminate our option to choose Physical Settlement (as defined in the Base Indenture) on any conversion of the 2025 Convertible Notes that occurs on or after the date of the First Supplemental Indenture, (ii) Cash Settlement or Combination Settlement (each as defined in the Base Indenture) as the Settlement Method of any conversion of the 2025 Convertible Notes and (iii) that, with respect to any Combination Settlement for a conversion of the 2025 Convertible Notes, the Specified Dollar Amount (as defined in the Base Indenture) that will be settled in cash per $1,000 principal amount of the 2025 Convertible Notes will be no lower than $1,000.

2027 Senior Note

In September 2019, we issued eight-year notes with aggregate principal amount of $ 1.2 billion due on September 15, 2027 (the “2027 Senior Note”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

We issued the 2027 Senior Note at par and paid approximately $ 11 million for debt issuance costs.

The interest is payable semi-annually in arrears on March 15 and September 15 of each year at 7.5 % per annum, beginning on March 15, 2020, and the entire principal amount is due at the time of maturity.

In October 2024, we partially redeemed $ 500 million of the 2027 Senior Note.

As a result, we recognized an immaterial loss on debt extinguishment for the year ended December 31, 2024 in other income (expense), net in our consolidated statement of operations.

2028 Senior Note

In September 2020, we issued eight-year notes with an aggregate principal amount of $ 500 million due on January 15, 2028 (the “2028 Senior Note”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

We issued the 2028 Senior Note at par and paid approximately $ 5 million for debt issuance costs.

The interest is payable semi-annually in arrears on January 15 and July 15 of each year at 6.25 % per annum, beginning on July 15, 2021, and the entire principal amount is due at the time of maturity.

In October 2020, we used the net proceeds from this offering, along with cash on hand, to redeem, in full, the outstanding 2023 Senior Note.

2029 Senior Note

In August 2021, we issued eight-year notes with an aggregate principal amount of $ 1.5 billion due on August 15, 2029 (the “2029 Senior Note”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

We issued the 2029 Senior Note at par and paid approximately $ 16 million for debt issuance costs.

The interest is payable semi-annually in arrears

on February 15 and August 15 of each year at 4.50 % per annum, beginning on February 15, 2022, and the entire principal amount is due at the time of maturity and therefore, the 2029 Senior Note is classified as long-term.

We used the net proceeds from this offering to finance a portion of the consideration payable in cash, and certain related fees and expenses incurred, in connection with the acquisition of Tupelo Parent, Inc.

(“Transplace”) by our majority-owned subsidiary, Uber Freight Holding Corporation (“Freight Holding”) in 2021.

The 2027, 2028 and 2029 Senior Notes (collectively “Senior Notes”) are guaranteed by certain of our material domestic restricted subsidiaries.

The indentures governing the Senior Notes contain customary covenants restricting our and certain of our subsidiaries’ ability to incur debt and incur liens, as well as certain financial covenants specified in the indentures.

We were in compliance with all covenants as of December 31, 2024.

The following table presents the fair values of our Senior Notes as of December 31, 2024, and were determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input (in millions):

As of December 31, 2024

2027 Senior Note $ 713

2028 Senior Note 505

2029 Senior Note 1,450

Total $ 2,668

The 2025 Convertible Notes matured on December 15, 2025.

During the fourth quarter of 2025, we paid off the $ 1.15 billion in aggregate principal amount of the 2025 Convertible Notes for $ 1.15 billion in cash, and an immaterial amount of our common stock was issued to settle the conversion premium.

For the years ended December 31, 2023, 2024, and 2025, interest expense with respect to our convertible notes, which includes the amortization of debt discount and issuance costs, was immaterial .

2028 Exchangeable Senior Notes

In May 2025, we issued $ 1.15 billion aggregate principal amount of the 2028 Exchangeable Senior Notes to an investment bank acting as initial purchaser (the “Initial Purchaser”), including the exercise in full by the Initial Purchaser of the 2028 Exchangeable Senior Notes of its option to purchase up to an additional $ 150 million aggregate principal amount of the 2028 Exchangeable Senior Notes.

The 2028 Exchangeable Senior Notes were issued in a private placement to the Initial Purchaser in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and the Initial Purchaser subsequently resold to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act of 1933, as amended.

The 2028 Exchangeable Senior Notes will not bear regular interest, and the principal amount of the notes will not accrete.

The 2028 Exchangeable Senior Notes will mature on May 15, 2028, unless earlier exchanged, redeemed or repurchased.

Upon exchange of the 2028 Exchangeable Senior Notes, we, at our election, may deliver cash, or, subject to certain conditions, units of reference property (a “unit of reference property”), or a combination of cash and units of reference property.

Initially, each unit of reference property is comprised of one share of Aurora Class A common stock.

The initial exchange rate is 117.6471 shares of the Aurora Class A common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $ 8.50 per share of the Aurora Class A common stock.

The exchange rate will be subject to adjustment in some events.

In addition, following certain corporate events involving the Uber or Aurora that occur prior to the maturity date or if the Uber delivers a notice of redemption, Uber will, in certain circumstances, increase the exchange rate for a holder who elects to exchange its notes in connection with such a corporate event or exchange its 2028 Exchangeable Senior Notes called (or deemed called) for redemption during the related redemption period, as the case may be.

Holders of the 2028 Exchangeable Senior Notes may exchange their notes at their option at any time prior to the close of business on the business day immediately preceding February 15, 2028 only under the following circumstances:

(1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2025 (and only during such calendar quarter), if the value of a unit of reference property for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the exchange price then in effect on each applicable trading day;

(2) during the five business day period after any ten consecutive trading day period (the “2028 Exchangeable Senior Notes measurement period”) in which the trading price (as defined in the indenture governing the 2028 Exchangeable Senior Notes) per $1,000 principal amount of notes for each trading day of the 2028 Exchangeable Senior Notes measurement period was less than 98 % of the product of the value of a unit of reference property and the exchange rate on each such trading day;

(3) if we call the notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the notes called (or deemed called) for redemption;

or (4) upon the occurrence of specified corporate events.

On or after February 15, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may exchange all or any portion of their notes at their option at any time, regardless of the foregoing conditions.

As of December 31, 2025, none of the conditions permitting the holders of the 2028 Exchangeable Senior Notes to exchange their notes early had been met.

Therefore, the 2028 Exchangeable Senior Notes were classified as long-term debt on the consolidated balance sheet as of December 31, 2025.

We may not redeem the notes prior to May 21, 2027.

We may redeem for cash all or any portion of the notes, at our option, on or after May 21, 2027 if the value of a unit of reference property has been at least 130 % of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide the notice of redemption at a redemption price equal to 100 % of the principal amount of the 2028 Exchangeable Senior Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

The indenture governing the 2028 Exchangeable Senior Notes does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries.

We have elected to account for the 2028 Exchangeable Senior Notes in its entirety at fair value in our consolidated financial statements due to the readily available market price of identical debt instruments.

Changes in the fair value included in earnings are recorded in other income (expense), net within the consolidated statements of operations, and the changes in fair value attributable to instrument-specific credit risk are recognized in other comprehensive income (loss).

The future principal payments for our long-term debt as of December 31, 2025 are summarized as follows (in millions):

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Total $ 10,600

The following table presents the amount of interest expense recognized relating to the contractual interest coupon and amortization of the debt discount and issuance costs with respect to our long-term debt, for the years ended December 31, 2022, 2023 and 2024 (in millions):

Year Ended December 31,

2022 2023 2024

Contractual interest coupon $ 510 $ 577 $ 473

Amortization of debt discount and issuance costs 15 18 16

Total interest expense from long-term debt $ 525 $ 595 $ 489

Credit Agreement

On September 26, 2024, we entered into a Credit Agreement (the “Credit Agreement”) which replaced the existing Revolving Credit Facility initially entered into in 2015.

The Credit Agreement provides for $ 5.0 billion in aggregate amount of commitments for senior unsecured revolving loans, which will mature on September 26, 2029, unless otherwise extended in accordance with the terms of the Credit Agreement.

Our Credit Agreement provides for $ 5.0 billion in aggregate amount of commitments for senior unsecured revolving loans, which will mature on September 26, 2029, unless otherwise extended in accordance with the terms of the Credit Agreement.

The Credit Agreement provides that we may obtain, subject to the satisfaction of customary conditions, loans in U.S.

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The Credit Agreement also contains customary events of default.

We were in compliance with all covenants in the Credit Agreement as of December 31, 2024.

As of December 31, 2024 and 2025, there was no balance outstanding on the Credit Agreement, and we were in compliance with all covenants in the Credit Agreement.

Loans under the Credit Agreement will bear interest, at our option, at either the term SOFR rate (determined in accordance with the Credit Agreement) plus an initial margin of 1.00 % per annum or the base rate (determined in accordance with the Credit Agreement) plus an initial margin of 0.00 % per annum.

The Credit Agreement has a commitment fee, which will initially accrue at a

rate of 0.125 % per annum, on the actual daily undrawn amount of the aggregate commitments of the lenders in respect to the Credit Agreement.

The Credit Agreement has a commitment fee, which will initially accrue at a rate of 0.125 % per annum, on the actual daily undrawn amount of the aggregate commitments of the lenders in respect to the Credit

The applicable margin over the term SOFR rate and the base rate, as well as the commitment fee, will fluctuate based upon the ratings of our non-credit enhanced senior unsecured long-term debt.

At closing, approximately $ 413 million of letters of credit were issued under the Credit Agreement, transitioned from outstanding letters of credit under the existing Revolving Credit Facility.

As of December 31, 2024, there was no balance outstanding on the Credit Agreement.

Revolving Credit Arrangements

We had a revolving credit agreement initially entered into during 2015 with certain lenders, which provided for $ 2.3 billion in credit maturing on June 13, 2023 (“Revolving Credit Facility”).

On April 4, 2022, we entered into an amendment to our Revolving Credit Facility to, among other things, (i) provide for approximately $ 2.2 billion of revolving credit commitments, (ii) extend the maturity date for the commitments and loans from June 13, 2023 to April 4, 2027, (iii) reduce the minimum liquidity covenant from $ 1.5 billion to $ 1.0 billion, (iv) replace the London Interbank Offered Rate (“LIBOR”) based interest rate with a SOFR based interest rate, and (v) make certain other changes to the negative covenants under the amended revolving credit agreement.

The Revolving Credit Facility may be guaranteed by certain of our material domestic restricted subsidiaries based on certain conditions.

The credit agreement also contained customary covenants restricting our and certain of our subsidiaries’ ability to incur debt, incur liens, and undergo certain fundamental changes, as well as maintain a certain level of liquidity specified in the contractual agreement.

The credit agreement also contained customary events of default.

The Revolving Credit Facility also contained restrictions on the payment of dividends.

On July 28, 2023, we entered into a joinder agreement to our Revolving Credit Facility to add an incremental revolving loan lender and increase the available commitments under the Revolving Credit Facility by an aggregate principal amount of $ 250 million.

The joinder agreement brought the total revolver capacity to approximately $ 2.5 billion.

There were no changes to the pricing or maturity of the Revolving Credit Facility.

As of December 31, 2023, there was no balance outstanding on the Revolving Credit Facility.

In February 2023, Freight Holding entered into a $ 300 million senior secured asset-based revolving credit facility guaranteed by the assets of Freight Holding.

As of December 31, 2023, there was no balance outstanding on Freight Holding’s revolving credit facility.

In November 2024, Freight Holding terminated the revolving credit facility.

Letters of Credit

For purposes of securing obligations related to leases, insurance contracts, and other contractual obligations, we also maintain an agreement for letters of credit.

As of December 31, 2023, we had letters of credit outstanding of $ 975 million.

The letters of credit that reduced the available credit under the previous Revolving Credit Facility were $ 287 million.

As of December 31, 2024, we had letters of credit outstanding of $ 1.4 billion.

The letters of credit that reduced the available credit under the new Credit Agreement were $ 354 million.

For purposes of securing obligations related to leases, insurance contracts, and other contractual obligations, we also maintain agreements for letters of credit.

As of December 31, 2024 and 2025, we had letters of credit outstanding of $ 1.4 billion and $ 1.9 billion, respectively, of which the letters of credit that reduced the available credit under the Credit Agreement were $ 354 million and $ 343 million, respectively.

Commercial Paper

In June 2025, we established a commercial paper program (the “Program”) under which we may issue unsecured commercial paper notes, not to exceed $ 2.0 billion outstanding at any time, with maturities of up to 397 days.

The commercial paper notes will rank at least pari passu in right of payment with all of our other unsecured and unsubordinated indebtedness except any indebtedness owing to creditors whose claims are mandatorily preferred by laws of general application.

We intend to use the net proceeds of the Program for general corporate purposes.

As of December 31, 2025, we had no commercial paper notes outstanding.

Note 9 – Supplemental Financial Statement Information

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Prepaid expenses $ 415 $ 408

Other receivables 717 482

Other 564 493

Other current assets 975 1,494

Prepaid expenses and other current assets $ 1,390 $ 1,902

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The changes in composition of accumulated other comprehensive income (loss), net of tax, for the were as follows (in millions):

Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Available-for-Sale Securities, Net of Tax Total

Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Available-for-Sale Securities, Net of Tax Change in unrealized gain (loss) on cash flow hedges Total

Balance as of December 31, 2022 $ ( 443 ) $ — $ — $ ( 443 )

Other comprehensive income before reclassifications

Amounts reclassified from accumulated other comprehensive income

Other comprehensive income (loss) before reclassifications

( 123 ) 5 — ( 118 )

Amounts reclassified from accumulated other comprehensive income (loss) (1)

Other comprehensive income (loss) 17 5 — 22

Balance as of December 31, 2023 $ ( 426 ) $ 5 $ — $ ( 421 )

Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Available-for-Sale Securities, Net of Tax Total

(1) The amounts were reported as part of the loss from the sale of our remaining interest in MLU B.V., which was recorded in other income (expense), net in our consolidated statement of operations during the year ended December 31, 2023.

Refer to Note 4 – Equity Method Investments for further information.

Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Available-for-Sale Securities, Net of Tax Change in unrealized gain (loss) on cash flow hedges Total

Balance as of December 31, 2023 $ ( 426 ) $ 5 $ — $ ( 421 )

Other comprehensive income before reclassifications ( 123 ) 5 ( 118 )

Amounts reclassified from accumulated other comprehensive income (1)

Other comprehensive income (loss) before reclassifications ( 95 ) ( 1 ) — ( 96 )

Amounts reclassified from accumulated other comprehensive income (loss)

Other comprehensive income (loss) ( 95 ) ( 1 ) — ( 96 )

Balance as of December 31, 2024 $ ( 521 ) $ 4 $ — $ ( 517 )

Refer to Note 4 - Equity Method Investments for further information.

Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Available-for-Sale Securities, Net of Tax Total

Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Available-for-Sale Securities, Net of Tax Change in unrealized gain (loss) on cash flow hedges Total

Balance as of December 31, 2024 $ ( 521 ) $ 4 $ — $ ( 517 )

Other comprehensive income before reclassifications ( 95 ) ( 1 ) ( 96 )

Amounts reclassified from accumulated other comprehensive income

Other comprehensive income (loss) before reclassifications 81 9 ( 5 ) 85

Amounts reclassified from accumulated other comprehensive income (loss)

Other comprehensive income (loss) 81 9 ( 5 ) 85

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2023 2024 2025

Interest income $ 139 $ 484 $ 721

Foreign currency exchange gains (losses), net ( 182 ) ( 391 ) 89

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1,610 1,832 ( 97 )

Impairment of equity method investment (4)

Revaluation of MLU B.V.

call option (5)

Acquisition termination fee (4)

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(2) Refer to Note 4 – Equity Method Investments for further information.

(3) During the year ended December 31, 2022, unrealized gain (loss) on debt and equity securities, net represents changes in the fair value of our equity securities, primarily including:

a $ 3.0 billion net unrealized loss on our Aurora investments, a $ 2.1 billion net unrealized loss on our Grab investment, a $ 1.0 billion net unrealized loss on our Didi investment, a $ 747 million change of fair value on our Zomato investment, as well as a $ 142 million net unrealized loss on our other investments in securities accounted for under the fair value option.

During the year ended December 31, 2023, unrealized gain (loss) on debt and equity securities, net represents changes in the fair value of our equity securities, primarily including:

(3) During the year ended December 31, 2023, unrealized gain on debt and equity securities, net represents changes in the fair value of our equity securities, primarily including:

a $ 985 million net unrealized gain on our Aurora investment, a $ 443 million net unrealized gain on our Didi investment, a $ 84 million net unrealized gain on our Joby investment, and a $ 80 million net unrealized gain on our Grab investment.

During the year ended December 31, 2024, unrealized gain (loss) on debt and equity securities, net represents changes in the fair value of our equity securities, primarily including:

During the year ended December 31, 2024, unrealized gain on debt and equity securities, net represents changes in the fair value of our equity securities, primarily including:

a $ 723 million net unrealized gain on our Grab investment, a $ 629 million net unrealized gain on our Aurora investment, and a $ 357 million net unrealized gain on our Didi investment.

During the year ended December 31, 2025, unrealized loss on debt and equity securities, net represents changes in the fair value of our equity securities, primarily including:

a $ 802 million net unrealized 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 Didi investment, a $ 179 million net unrealized gain on our Waabi investment, and a $ 145 million net unrealized gain on our Grab investment.

Refer to Note 2 – Investments and Fair Value Measurement for further information.

(4) During the year ended December 31, 2022, impairment of equity method investment represents a $ 182 million impairment loss recorded on our MLU B.V.

equity method investment.

Refer to Note 4 – Equity Method Investments for further information.

(5) During the year ended December 31, 2022, revaluation of MLU B.V.

call option represents a $ 191 million net gain for the change in fair value of the call option granted to Yandex.

Refer to Note 4 – Equity Method Investments for further information.

(4) Refer to Note 1 – Description of Business and Summary of Significant Accounting Policies for further information on Foodpanda Taiwan.

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The number of shares of our common stock available for issuance under the 2019 Plan automatically increases on January 1 of each year, for a period of not more than ten years , commencing on January 1, 2020 and ending on (and including) January 1, 2029 by the lesser of (a) 5 % of the total number of the shares of common stock outstanding on December 31 of the immediately preceding calendar year, and (b) such number of shares determined by our board of directors.

Pursuant to the automatic increase feature of the 2019 Plan, our board of directors approved an increase of 105 million shares reserved for issuance effective January 1, 2025, for a total of 545 million shares reserved.

There was no increase to the number of shares reserved for issuance under the 2019 Plan on January 1, 2026.

As of December 31, 2025, there were a total of 519 million shares of common stock remaining available for issuance under the 2019 Plan.

Stock Option and SAR Activity

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Exercisable as of December 31, 2025 16 2,160 $ 27.68 3.17 $ 118

The total intrinsic value of stock options and SARs exercised for the years ended December 31, 2022, 2023 and 2024, was $ 101 million, $ 319 million, and $ 433 million respectively.

The total intrinsic value of stock options and SARs exercised for the years ended December 31, 2023 and 2024 was $ 319 million and $ 433 million, respectively, and was immaterial for the year ended December 31, 2025.

The following table summarizes the activity related to our RSUs for the year ended December 31, 2025 (in thousands, except per share amounts):

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Unvested and outstanding as of December 31, 2025 57,654 $ 65.69

The total fair value of RSUs vested for the years ended December 31, 2022, 2023 and 2024 was $ 1.8 billion, $ 1.7 billion, and $ 1.7 billion, respectively.

Restricted Common Stock

We have granted restricted common stock to certain continuing employees, primarily in connection with acquisitions.

Vesting of this stock may be dependent on a combination of service and performance conditions that become satisfied upon the occurrence of a qualifying event.

We have the right to repurchase shares for which the vesting conditions are not satisfied.

During 2024, activity related to Uber’s restricted common stock was not material.

The total fair value of RSUs vested was $ 1.7 billion for each of the years ended December 31, 2023, 2024, and 2025.

Stock-Based Compensation Expense

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Stock-based compensation expense capitalized as internally developed software costs were not material for the years ended December 31, 2023, 2024, and 2025.

Our income tax benefits recognized in the consolidated statements of operations from stock-based compensation arrangements were not material while we were under full valuation allowance on our U.S.

deferred tax assets during the years ended December 31, 2022 and 2023.

With the release of the valuation allowance associated with our U.S.

federal and certain state deferred tax assets in 2024, income tax benefits recognized in the consolidated statement of operations from stock-based compensation expense were $ 381 million during the year ended December 31, 2024.

The income tax benefits recognized in the consolidated statements of operations for stock-based compensation expense were immaterial for the year ended December 31, 2023, and were $ 381 million and $ 474 million during the years ended December 31, 2024 and 2025, respectively.

During 2023, 2024 and 2025, warrants vested to non-employee service providers and others were not material and no warrants were granted.

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The number of shares of Uber common stock available for issuance under the ESPP automatically increases on January 1 of each year, beginning in 2020 and continuing through 2029, by the lesser of (a) 1.0 % of the total number of shares of common stock outstanding on December 31 of the immediately preceding calendar year, and (b) 25,000,000 shares.

However, our board of directors

or compensation committee may reduce the amount of the increase in any particular year.

Pursuant to the automatic increase feature of the ESPP, effective January 1, 2025, a total of 118 million shares of common stock are reserved for issuance under the ESPP.

However, our board of directors or compensation committee may reduce the amount of the increase in any particular year.

There was no increase to the number of shares reserved for issuance under the ESPP on January 1, 2026.

As of December 31, 2025, there were a total of 115 million shares of common stock remaining available for issuance under the ESPP.

The stock-based compensation expense recognized for the ESPP was not material during the years ended December 31, 2023, 2024, and 2025.

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Share Repurchase Authorization

In February 2024, our board of directors authorized the repurchase of up to $ 7.0 billion in shares of our outstanding common stock (the “Share Repurchase Program”).

The timing, manner, price and amount of any repurchases are determined by the discretion of management, depending on market conditions and other factors.

In February 2024, our board of directors authorized the repurchase of up to $ 7.0 billion in shares of our outstanding common stock.

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 The timing, manner, price and amount of any repurchases are determined by the discretion of management, depending on market conditions and other factors.

Repurchases may be made through open market purchases and accelerated share repurchases.

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Depending on market conditions and other factors, these repurchases may be commenced or suspended at any time or periodically without prior notice.

During the year ended December 31, 2024, we repurchased and subsequently retired 17.8 million shares of common stock for $ 1.2 billion, excluding broker commissions and fees.

During the years ended December 31, 2024 and 2025, we repurchased and subsequently retired 17.8 million and 80.0 million shares of common stock for $ 1.2 billion and $ 6.5 billion, respectively, excluding broker commissions and fees.

Repurchases for the year ended December 31, 2025 included a $ 1.5 billion accelerated share repurchase (“ASR”) completed during the first quarter of 2025.

As of December 31, 2025, we had $ 19.2 billion available to repurchase shares pursuant to the Share Repurchase Program.

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.

The Inflation Reduction Act imposed a nondeductible 1% excise tax on the net value of certain stock repurchases.

During the year ended December 31, 2024, the excise tax on net share repurchases was not material.

During the years ended December 31, 2024 and 2025, the excise tax on net share repurchases was not material.

Note 11 – Income Taxes

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Foreign 796 670 1,180

Income (loss) before income taxes and income (loss) from equity method investments $ ( 9,426 ) $ 2,321 $ 4,125

Income before income taxes and income (loss) from equity method investments $ 2,321 $ 4,125 $ 5,800

The components of the provision for (benefit from) income taxes for the years ended December 31, 2023, 2024, and 2025 are as follows (in millions):

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Year Ended December 31,

2022 2023 2024

Federal statutory income tax rate 21.0 % 21.0 %

State income tax expense (1)

0.8 1.2 ( 19.8 )

Foreign rate differential ( 0.4 ) ( 0.4 )

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Deferred tax on investments

( 1.1 ) ( 3.5 ) —

Entity restructuring

( 12.7 ) 0.6 ( 0.5 )

Change in unrecognized tax benefits

( 8.9 ) ( 6.8 ) 37.8

Valuation allowance (2)

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Effective income tax rate 9.2 % ( 139.6 ) %

(1) We consistently report the effects of the state valuation allowance on the state income tax expense line-item within our effective tax rate.

(1) We reported the effects of the state valuation allowance on the state income tax expense line-item within our effective tax rate.

In 2024, we released $ 1.2 billion of our valuation allowance on our U.S.

state deferred tax assets, with the exception of our California R&D credits.

(2) In the fourth quarter of 2022, we transferred certain intangible assets among our wholly-owned subsidiaries to align our structure to our evolving operations.

The transfer resulted in a net reduction in deferred tax assets of $ 1.7 billion;

however, there was no financial statement expense recognized since the deferred tax asset was offset by a full valuation allowance.

(2) In 2024, we released $ 5.2 billion of our valuation allowance on our U.S.

federal deferred tax assets.

This is included on the change in valuation allowance line-item.

This was included on the change in valuation allowance line-item.

The following is a reconciliation of the statutory federal income tax rate to our effective tax rate for the years ended December 31, 2025 (in millions):

Year Ended December 31, 2025

Federal statutory income tax rate $ 1,218 21.0 %

State and local income taxes, net of federal income tax effect (1)

Changes in valuation allowances ( 14 ) ( 0.2 )

Effect of cross-border tax laws

Foreign-derived intangible income ( 73 ) ( 1.3 )

Global intangible low-taxed income 107 1.8

Foreign tax credits ( 173 ) ( 3.0 )

Research and development credits ( 55 ) ( 0.9 )

Other ( 2 ) —

Nontaxable or nondeductible items

Excess tax benefits on share-based payments ( 216 ) ( 3.7 )

Stock based compensation 90 1.6

Other adjustments

Capitalized research and development expenses ( 338 ) ( 5.8 )

Loss on subsidiary stock ( 620 ) ( 10.7 )

Capital loss on debt instrument ( 285 ) ( 4.9 )

Other ( 34 ) ( 0.6 )

Foreign tax effects

Changes in valuation allowances (2)

( 5,011 ) ( 86.4 )

Withholding tax expense 128 2.2

Other ( 2 ) —

Changes in valuation allowances 88 1.5

Other ( 47 ) ( 0.8 )

Other foreign jurisdictions 16 0.3

Worldwide changes in unrecognized tax benefits 590 10.2

Effective income tax rate $ ( 4,346 ) ( 74.8 ) %

(1) In 2025, the states that contributed to the majority (greater than 50%) of the tax effect in this category are Florida, Illinois, and New Jersey.

(2) In 2025, we released $ 5.0 billion of our valuation allowance on our Netherlands' deferred tax assets.

The following is the cash paid for income taxes for the year ended December 31, 2025 (in millions):

Year Ended December 31, 2025

US federal $ 12

US state and local 81

Total income taxes paid, net of refunds $ 345

The components of deferred tax assets and liabilities as of December 31, 2024 and 2025 are as follows (in millions):

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Investments 515 418

ROU assets 301 270

Right-of-use assets 270 253

Total deferred tax liabilities 799 680

Net deferred tax assets (liabilities) $ 6,163 $ 10,923

The income tax benefit was $ 5.8 billion for the year ended December 31, 2024, which includes a $ 6.4 billion benefit related to the release of our valuation allowance on the U.S.

federal and state deferred tax assets, with the exception of our California R&D credits and other non-material deferred tax assets.

(1) Prior period amounts have been reclassified to conform to the current period presentation.

Certain deferred tax assets in Fixed Assets and Intangibles were reclassified to Capitalized Research Expenses.

The income tax benefit was $ 4.3 billion for the year ended December 31, 2025, which includes a $ 5.0 billion benefit related to the release of our valuation allowance on the Netherlands’ deferred tax assets, offset by tax expense on our earnings.

We regularly assess the need for a valuation allowance against our deferred tax assets.

In making that assessment, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of all available evidence, whether it is more-likely-than-not that some or all of the deferred tax assets will be realized.

As of December 31, 2024, we demonstrated sustained profitability in the U.S.

based on U.S.

pre-tax book income adjusted for permanent book-to-tax differences.

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.

Based on all available 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 a majority of our U.S.

federal and state deferred tax assets will be realizable.

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.

Furthermore, based on available evidence, we believe it is more-likely-than-not that the Netherlands’ net deferred tax assets will not be fully realizable.

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 are 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.

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.

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

As of December 31, 2025, we were in a 12-quarter cumulative income position based on the Netherlands’ pre-tax book income adjusted for permanent book-to-tax differences.

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.

Based on all available evidence, including the objective and verifiable positive evidence as described above and anticipated future earnings, we concluded it is more-likely-than-not that our Netherlands’ deferred tax assets will be realizable.

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.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States.

The legislation includes significant provisions, such as permanent extensions and modifications of certain provisions of the Tax Cuts and Jobs Act and modifications to the U.S.

international tax system.

The OBBBA contains multiple effective dates, with certain provisions taking effect in 2025 and 2026.

We have evaluated the OBBBA enacted during the year and included its impact within our 2025 financial statements.

We will continue to evaluate the future impacts of these legislative changes as additional supplemental guidance becomes available.

As of December 31, 2025, we had U.S.

federal NOL carryforwards of $ 176 million that begin to expire in 2031 and $ 8.2 billion that have an unlimited carryover period.

federal net operating loss carryforwards of $ 43 million that begin to expire in 2031 and $ 4.1 billion that have an unlimited carryover period.

As of December 31, 2025, we had U.S.

state NOL 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 NOL carryforwards of $ 759 million that begin to expire in 2024 and $ 19.2 billion that have an unlimited carryover period.

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.

As of December 31, 2025, we had U.S.

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Unrecognized tax benefits at end of year $ 3,345 $ 4,937 $ 5,611

(1) In 2024, new information became available that required a remeasurement of a prior year transfer pricing tax position resulting in an overall reduction in our net deferred tax assets of $ 1.2 billion, which is fully offset by a change in the valuation allowance.

(1) In 2024, new information became available that required a remeasurement of a prior year transfer pricing tax position resulting in an overall reduction in our net deferred tax assets of $ 1.2 billion, which was fully offset by a change in the valuation allowance.

This is reflected in the increases to prior year uncertain tax positions above.

As of December 31, 2024, approximately $ 421 million of unrecognized tax benefits, if recognized, would impact the effective tax rate.

The remaining $ 4.5 billion of the unrecognized tax benefits would not impact the effective tax rate due to the valuation allowance against certain deferred tax assets.

As of December 31, 2025, approximately $ 5.1 billion of unrecognized tax benefits, if recognized, would impact the effective tax rate.

The remaining $ 515 million of the unrecognized tax benefits would not impact the effective tax rate due to the valuation allowance against certain deferred tax assets.

We recognize accrued interest and penalties related to unrecognized tax benefits within the provision for income taxes in the consolidated statements of operations.

As of December 31, 2024 and 2025, the amount of interest and penalties accrued was $ 17 million and $ 17 million, respectively.

Given the number of years remaining subject to examination and the number of matters being examined, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits.

An estimate of changes to unrecognized tax benefits recorded as of December 31, 2024, that are reasonably possible to occur within the next 12 months cannot be made.

We are subject to taxation in the U.S.

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We believe that adequate amounts have been reserved in these jurisdictions.

To the extent we have tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the federal, state or foreign tax authorities to the extent utilized in a future period.

To the extent we have tax

attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the federal, state or foreign tax authorities to the extent utilized in a future period.

As of December 31, 2025, the open tax years for our major tax jurisdictions are as follows:

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As of December 31, 2025, the amount of unrecognized deferred tax liability on the undistributed earnings from certain foreign subsidiaries that we intend to indefinitely reinvest is not material.

Note 12 – Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the periods presented.

Diluted net income (loss) per share is computed by giving effect to all potential weighted average dilutive common stock.

For diluted net income (loss) per share, the dilutive effect of outstanding awards is reflected by application of the treasury stock method and convertible securities by application of the if-converted method, as applicable.

We take into account the effect on consolidated net income (loss) per share of dilutive securities of entities in which we hold equity interests that are accounted for using the equity method.

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders (in millions, except share amounts which are reflected in thousands, and per share amounts):

Note 12 – Net Income Per Share

Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding for the periods presented.

Diluted net income per share is computed by giving effect to all potential weighted average dilutive common stock.

For diluted net income per share, the dilutive effect of outstanding awards is reflected by application of the treasury stock method and convertible securities by application of the if-converted method, as applicable.

We take into account the effect on consolidated net income per share of dilutive securities of entities in which we hold equity interests that are accounted for using the equity method.

The following table sets forth the computation of basic and diluted net income per share attributable to common stockholders (in millions, except share amounts which are reflected in thousands, and per share amounts):

Year Ended December 31,

2023 2024 2025

Basic net income (loss) per share:

Net income (loss) including non-controlling interests $ ( 9,138 ) $ 2,156 $ 9,845

Basic net income per share:

Net income including non-controlling interests $ 2,156 $ 9,845 $ 10,093

Net income (loss) attributable to non-controlling interests, net of tax 269 ( 11 ) 40

Net income (loss) attributable to common stockholders $ ( 9,141 ) $ 1,887 $ 9,856

Net income attributable to common stockholders $ 1,887 $ 9,856 $ 10,053

Basic weighted-average common stock outstanding 2,035,651 2,094,602 2,085,253

Basic net income (loss) per share attributable to common stockholders (1)

Basic net income per share attributable to common stockholders (1)

$ 0.93 $ 4.71 $ 4.82

Diluted net income (loss) per share:

Net income (loss) attributable to common stockholders $ ( 9,141 ) $ 1,887 $ 9,856

Diluted net income per share:

Net income attributable to common stockholders $ 1,887 $ 9,856 $ 10,053

Assumed net loss attributable to Uber Technologies, Inc.

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Interest expense, amortization of debt discount and issuance costs of 2025 Convertible Notes 2 — —

Diluted net income (loss) attributable to common stockholders $ ( 9,182 ) $ 1,827 $ 9,807

Diluted net income attributable to common stockholders $ 1,827 $ 9,807 $ 10,016

Number of shares used in basic net income (loss) per share computation 2,035,651 2,094,602 2,085,253

Weighted-average effect of potentially dilutive securities:

Stock options — 9,989 4,987

RSUs — 25,671 35,936

Assumed common shares issued from outstanding RSAs — 139 37

Warrants — 73 73

Common shares issued for ESPP — 627 512

Assumed redemption of Freight Holding convertible common shares, non-controlling interest 2,797 4,301 1,701

Assumed redemption of Freight Series A contingently redeemable preferred stock, non-controlling interest — — 10,339

2025 Convertible Notes — 12,784 —

Careem Notes — 2,547 2,321

Dilutive effect of equity awards 36,499 41,545 27,421

Dilutive effect of Freight Holding contingently issuable shares 4,301 12,040 597

Dilutive effect of Convertible Notes 12,784 — 4,097

Dilutive effect of other contingently issuable shares 2,547 2,321 2,321

Diluted weighted-average common stock outstanding 2,091,782 2,150,508 2,119,689

Diluted net income (loss) per share attributable to common stockholders (1)

Diluted net income per share attributable to common stockholders (1)

$ 0.87 $ 4.56 $ 4.73

(1) Per share amounts are calculated using unrounded numbers and therefore may not recalculate.

The following potentially dilutive outstanding securities were excluded from the computation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented, or issuance of such shares is contingent upon the

satisfaction of certain conditions which were not satisfied by the end of the period (in thousands):

The following potentially dilutive outstanding securities were excluded from the computation of diluted net income per share because their effect would have been anti-dilutive for the periods presented, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in thousands):

Year Ended December 31,

2023 2024 2025

Freight Series A contingently redeemable preferred stock 30,458 13,430 —

Convertible notes 18,250 — —

RSUs 98,167 4,534 18,603

Stock options 20,039 207 3,009

Common stock subject to repurchase 2,606 — —

Shares committed under ESPP 3,878 867 —

Warrants to purchase common stock 73 — —

Equity awards 5,608 21,612 4,704

Freight Holding contingently issuable shares 13,430 — —

Total 19,038 21,612 4,704

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Freight also includes transportation management and other logistics services offerings.

For information about how our reportable segments derive revenue, as well as revenue grouped by offerings and geographical region, refer to Note 2 – Revenue.

For information about how our reportable segments derive revenue, refer to Note 1 – Description of Business and Summary of Significant Accounting Policies.

Our segment operating performance measure is segment Adjusted EBITDA.

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Stock-based compensation expense ( 1,935 )

Legal, tax, and regulatory reserve changes and settlements (4)

Legal, non-income tax, and regulatory reserve changes and settlements (4)

Goodwill and asset impairments/loss on sale of assets ( 84 )

Acquisition, financing and divestitures related expenses ( 36 )

Accelerated lease costs related to cease-use of ROU assets ( 6 )

COVID-19 response initiatives ( 1 )

Loss on lease arrangement, net ( 4 )

Restructuring and related charges ( 51 )

Mass arbitration fees, net 14

Income from operations 1,110

Interest expense ( 633 )

Interest income 484

Other income (expense), net 1,360

Income (loss) before income taxes and income (loss) from equity method investments $ ( 9,426 )

Income before income taxes and income (loss) from equity method investments $ 2,321

Year Ended December 31, 2024

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Stock-based compensation expense ( 1,796 )

Legal, tax, and regulatory reserve changes and settlements (4)

Legal, non-income tax, and regulatory reserve changes and settlements (4)

Goodwill and asset impairments/loss on sale of assets ( 3 )

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Interest expense ( 523 )

Interest income 721

Other income (expense), net 1,128

Income (loss) before income taxes and income (loss) from equity method investments $ 2,321

Income before income taxes and income (loss) from equity method investments $ 4,125

Year Ended December 31, 2025

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Stock-based compensation expense ( 1,826 )

Legal, tax, and regulatory reserve changes and settlements (4)

Legal, non-income tax, and regulatory reserve changes and settlements (4)

Goodwill and asset impairments/loss on sale of assets ( 2 )

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Interest expense ( 440 )

Interest income 743

Other income (expense), net ( 68 )

Income (loss) before income taxes and income (loss) from equity method investments $ 4,125

Income before income taxes and income (loss) from equity method investments $ 5,800

(1) Platform Participant direct transaction costs primarily consist of (i) costs paid directly to Platform Earners on our platform recorded in cost of revenue, excluding depreciation and amortization;

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Corporate G&A also includes certain shared costs such as finance, accounting, tax, human resources, information technology and legal costs.

Platform R&D also includes mapping and

payment technologies and support and development of the internal technology infrastructure.

Platform R&D also includes mapping and payment technologies and support and development of the internal technology infrastructure.

Our allocation methodology is periodically evaluated and may change.

(4) Legal, tax, and regulatory reserve changes and settlements are primarily related to certain significant legal proceedings or governmental investigations related to worker classification definitions, or tax agencies challenging our non-income tax positions.

These matters have limited precedent, cover extended historical periods and are unpredictable in both magnitude and timing, therefore are distinct from normal, recurring legal, tax and regulatory matters and related expenses incurred in our ongoing operating performance.

(4) Legal, non-income tax, and regulatory reserve changes and settlements are primarily related to certain significant legal proceedings or governmental investigations related to worker classification definitions, or tax agencies challenging our non-income tax positions.

These matters have limited precedent, cover extended historical periods and are unpredictable in both magnitude and timing, therefore are distinct from normal, recurring legal, non-income tax and regulatory matters and related expenses incurred in our ongoing operating performance.

Geographic Information

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2023 2024 2025

United States and Canada ("US&CAN") $ 20,436 $ 23,618 $ 26,469

Latin America ("LatAm") 2,512 2,795 3,327

Europe, Middle East and Africa ("EMEA") 9,904 12,529 16,364

Asia Pacific ("APAC") 4,429 5,036 5,857

Total Revenue $ 37,281 $ 43,978 $ 52,017

Year Ended December 31,

2023 2024 2025

United States $ 18,620 $ 21,429 $ 23,771

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Total Revenue $ 37,281 $ 43,978 $ 52,017

(1) In 2022, we modified our arrangements in certain markets and, as a result, present the respective Mobility and Delivery revenue on a gross basis.

Payments to Drivers and Couriers are recognized in cost of revenue, exclusive of depreciation and amortization.

As of December 31,

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Total long-lived assets, net $ 3,110 $ 3,011

Revenue grouped by offerings and geographical region is included in Note 2 – Revenue.

Note 14 – Commitments and Contingencies

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We are currently party to various legal and regulatory matters that have arisen in the normal course of business and include, among others, alleged independent contractor misclassification claims, Fair Credit Reporting Act (“FCRA”) claims, alleged background check violations, pricing and advertising claims, unfair competition claims, intellectual property claims, employment discrimination and other employment-related claims, Americans with Disabilities Act (“ADA”) claims, data and privacy claims, securities claims, antitrust claims, challenges to regulations, and other matters.

We have existing litigation, including class actions, Private Attorney General Act lawsuits, arbitration claims, and governmental administrative and audit proceedings, asserting claims by or on behalf of Drivers that Drivers are misclassified as independent contractors.

In connection with the enactment of California State Assembly Bill 5 (“AB5”), we have received and expect to continue to receive - in California and in other jurisdictions - an increased number of misclassification claims.

We have existing litigation, including class actions,

Private Attorney General Act lawsuits, arbitration claims, and governmental administrative and audit proceedings, asserting claims by or on behalf of Drivers that Drivers are misclassified as independent contractors.

We may receive misclassification claims in several jurisdictions across the United States for the foreseeable future.

With respect to our outstanding legal and regulatory matters, based on our current knowledge, we believe that the ultimate amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on our business, financial position, results of operations, or cash flows.

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Superior Court in 2018.

Under the ABC test, workers performing services for a hiring entity are considered employees unless the

hiring entity can demonstrate three things:

Under the ABC test, workers performing services for a hiring entity are considered employees unless the hiring entity can demonstrate three things:

the worker (A) is free from the hiring entity’s control, (B) performs work that is outside the usual course of the hiring entity’s business, and (C) customarily engages in the independent trade, work or type of business performed for the hiring entity.

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The ultimate resolution of these matters is uncertain and the amount accrued is recorded within accrued and other current liabilities on the consolidated balance sheet as of December 31, 2025.

Massachusetts Attorney General Lawsuit

On July 9, 2020, the Massachusetts Attorney General filed a complaint in Suffolk County Superior Court against Uber and Lyft.

The complaint alleges Drivers are employees, and are entitled to protections under the wage and labor laws.

On June 27, 2024, the parties reached an agreement to resolve the matter, and the case was dismissed the same day.

In October 2024, we paid into a settlement fund and resolved the matter.

Swiss Social Security Rulings

Several Swiss administrative bodies have issued decisions in which they classify Drivers or Couriers as employees of Uber for social security or labor purposes.

We are challenging each of them before the Social Security and Administrative Tribunals.

We are challenging them before the Social Security and Administrative Tribunals.

On March 21, 2023, the Federal Tribunal ruled that Drivers who have used the Uber App in 2014 qualify as employees for social security purposes.

The litigations with regards to the social security contributions are still pending for years 2014 to 2021.

In October 2024, the Social Security authority decided that the changes to our 2023 model are not sufficient to classify Drivers as independent contractors.

We have filed an appeal against this decision.

During the first quarter of 2025, we separately have resolved the social security dispute for Drivers for the years 2014 to July 2020 with the SVA Zürich authority.

We continue to litigate the amounts of social security contributions at issue through 2022.

On June 3, 2022, the Federal Tribunal issued two rulings by which both Drivers and Couriers in the Canton of Geneva are classified as employees of Uber B.V., Uber Portier B.V.

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Following the ruling of the Federal Tribunal on Eats, the Social Security authorities claimed the payment of social security contributions since the launch of Uber Eats.

We reached a settlement with the Canton of Geneva on Mobility with regards to social security implications.

We are litigating this claim.

The ultimate resolution of the matters before the social security authorities is uncertain and the amount accrued for those matters is recorded within accrued and other current liabilities on the consolidated balance sheet as of December 31, 2025.

URSSAF Assessment

In December 2024, the Social Security authorities in France (“URSSAF”) issued a letter of observations to Uber, proposing a reassessment of social security contributions.

In February 2025, Uber submitted a formal response, strongly contesting the basis of URSSAF's position.

URSSAF replied with an assessment in June 2025, which Uber has appealed and vigorously challenged.

The ultimate resolution of the matter is uncertain and the amount accrued is recorded within accrued and other current liabilities on the consolidated balance sheet as of December 31, 2025.

Other Driver Classification Matters

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In 2018, the New Jersey Department of Labor (“NJDOL”) opened an audit reviewing whether Drivers were independent contractors or employees for purposes of determining whether unemployment insurance regulations apply from 2014 through 2018.

The NJDOL made an assessment on November 12, 2019, against both Rasier and Uber.

The NJDOL made an assessment on November 12, 2019, against Uber and its subsidiaries.

Both assessments were calculated through November 15, 2019, but only calculated the alleged contributions, penalties, and interests owed from 2014 through 2018.

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We have submitted payment for the principal revised amount of the assessment and have since reached agreement on and paid the remaining amounts allegedly owed from 2014 through 2018.

The NJ DOL has initiated an audit for the period of 2019 through the second quarter of 2023.

The ultimate resolution of the matter is uncertain and the amount accrued for those matters is recorded within accrued and other current liabilities on the consolidated balance sheet as of December 31, 2024.

In 2023, the NJDOL initiated an audit for the period of 2019 through the second quarter of 2023.

In December 2024, the NJDOL issued a preliminary assessment, which Uber immediately disputed and requested a Hearing for Redetermination of the assessment.

The case is currently being litigated before the New Jersey Office of Administrative Law.

The ultimate resolution of the NJDOL matters is uncertain, and the amount accrued for those matters is recorded within accrued and other current liabilities on the consolidated balance sheet as of December 31, 2025.

California Employment Development Department

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We have also received an audit for the years 2018 - 2020 covering couriers who used the Postmates platform and received an assessment in June 2023.

We are in the process of appealing the assessment.

Other Matters

IPO Securities Litigation

Beginning in September 2019, putative class actions were filed in California state and federal courts against us, our directors, certain of our officers, and the underwriters named in our IPO registration statement, alleging violations of securities laws in connection with our May 2019 IPO.

Following dismissal of certain matters, the remaining actions were consolidated in the Northern District of California, which granted Plaintiffs’ motion for class certification in July 2022.

On April 24, 2024, the parties informed the court that they were negotiating a settlement agreement, and the court stayed the litigation.

On July 19, 2024, the parties executed and publicly filed a settlement agreement.

On August 9, 2024, the court granted preliminary approval of the settlement.

On December 4, 2024, the court granted final approval and the matter was resolved.

The settlement has been fully paid.

Separately, a shareholder filed a follow-on derivative action on behalf of the Company, against the same officers and directors, and that matter has been stayed since February 2021, with a status conference scheduled for March 13, 2025.

In September 2025, we reached agreement on a settlement amount that disposes of the remaining audits before the CA EDD as to Uber and its subsidiaries.

The final agreement was approved by the California Attorney General’s office as well as the California Unemployment Insurance Appeals Board.

The amount accrued for those matters is recorded within accrued and other current liabilities on the consolidated balance sheet as of December 31, 2025.

The settlement amount was fully paid in January 2026.

Non-Income Tax Matters

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United Kingdom

As of March 14, 2022, we modified our operating model in the UK, such that as of that date Uber UK is a merchant of transportation and is required to remit VAT.

Uber UK is remitting VAT under the Value Added (Tour Operators) Order 1987 (“VAT Order 1987”), which allows for VAT remittance on a calculated margin, rather than on Gross Bookings.

As of December 31, 2024, we have received multiple assessments from the HMRC disputing our application of VAT Order 1987 for the period of March 2022 to June 2024, totaling approximately $ 1.6 billion (£ 1.3 billion) for unpaid VAT.

As of March 14, 2022, we modified our operating model in the UK, such that as of that date Uber UK became a merchant of transportation and is required to remit VAT.

Uber UK began remitting VAT under the Value Added (Tour Operators) Order 1987 (“VAT Order 1987”), which allows for VAT remittance on a calculated margin, rather than on Gross Bookings.

Due to a legislative change effective from January 2, 2026, UK Private Hire Operators are no longer permitted to apply the VAT Order 1987 in respect of supplies made on or after that date.

Accordingly, Uber UK ceased applying the VAT Order 1987 after January 2, 2026.

As of December 31, 2025, we have received multiple assessments from His Majesty's Revenue & Customs (“HMRC”) disputing our application of VAT Order 1987 for the period of March 2022 to September 2024, totaling approximately $ 1.8 billion (£ 1.4 billion) for unpaid VAT.

Uber paid the assessments in order to proceed with the appeal process.

The payments do not represent our acceptance of the assessments.

The payments made in 2023 and 2024 are recorded as a receivable in other assets on our consolidated balance sheet because we believe that we will be successful in our appeal, upon which, the full amount of our payments will be returned to us with interest upon completion of the appeals process.

We expect to receive additional assessments related to this matter and will be required to pay the assessments in order to continue with the appeals process.

Any payments are expected to decrease operating cash flow and have no

impact on our results of operations.

The payments made in 2023 through 2025 are recorded as a receivable in other assets on our consolidated balance sheet because we believe that we will be successful in our appeal, upon which, the full amount of our payments will be returned to us with interest upon completion of the appeals process.

We expect to receive additional assessments related to the period 2023 through 2025.

HMRC has expressed their intention to not enforce assessments pending the determination of the appeal of a competitor on a related matter.

If payment of future assessments is required, the payments would decrease operating cash flow and have no impact on our results of operations.

We plan to vigorously defend our application of the VAT Order 1987 and are waiting to obtain hearing dates from the Tax Tribunal.

In May 2023, we received an assessment for 2019 and 2020 Driver social security contributions from the Brazilian Federal Revenue Bureau (“FRB”).

We are contesting the assessment and we filed our administrative appeal with the FRB in June 2023.

In April 2024, we received a positive decision from the FRB.

This decision was appealed, and another positive decision to Uber was issued by the Court of Appeals in September 2024, maintaining the first instance decision.

If the tax authorities in Brazil appeal this second positive decision, Uber will continue to defend its position.

In December 2024, due to the absence of an appeal from the National Treasury, a formal document was issued confirming the closure of the case in the Company’s favor.

As a result, the case has been archived and closed.

Other Legal and Regulatory Matters

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Furthermore, the outcome of these inquiries and investigations could negatively impact our business, reputation, financial condition, and operating results, including possible fines and penalties and requiring changes to operational activities and procedures.

We have been and expect to continue to be subject to personal injury claims for compensation based on traffic accidents, deaths, injuries, or other incidents that are caused by Drivers, consumers, or third parties while using our platform, or even when Drivers, consumers, or third parties are not actively using our platform.

Various plaintiffs have also coordinated and may in the future attempt to coordinate individual injury claims in various jurisdictions.

We have been and expect to continue to be subject to personal injury claims for compensation based on traffic accidents, deaths, injuries, or other incidents that occur on our platform even when Drivers, consumers, or third parties are not actively using our platform.

Various plaintiffs have also coordinated and may in the future attempt to coordinate personal injury claims in various jurisdictions through mass tort or similar proceedings.

We use a combination of third-party insurance and self-insurance mechanisms to provide for personal injury risks.

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We are the primary beneficiary because we have the power to direct the activities that most significantly impact the economic performance of these VIEs.

As a result, we consolidate the assets and liabilities of these consolidated VIEs.

Total assets included on the consolidated balance sheets for our consolidated VIEs as of December 31, 2023 and 2024 were $ 3.5 billion and $ 3.4 billion, respectively.

Total liabilities included on the consolidated balance sheets for these VIEs as of December 31, 2023 and 2024 were $ 755 million and $ 724 million, respectively.

As a result, we consolidate the assets and liabilities of these VIEs.

Uber Freight Holding Corporation

In July 2018, we created a new majority-owned subsidiary, Uber Freight Holding Corporation (“Freight Holding”).

The purpose of Freight Holding is to perform the business activities of the Freight operating segment.

The Freight Holding stock held by us was determined to be a variable interest.

In October 2020, Freight Holding entered into a Series A preferred stock purchase agreement (“2020 Freight Series A Preferred Stock Purchase Agreement”) with an outside investor (“2020 Freight Series A Investor”) to sell shares of Series A Preferred Stock (“Freight Series A”).

In July 2021, we entered into a Freight Series A preferred stock purchase agreement and sold shares of Freight Series A to The Public Investment Fund, which is an investor in Uber.

In November 2021, Freight Holding entered into a series A-1 stock purchase agreement (“2021 Series A-1 Preferred Stock Purchase Agreement”) with outside investors (“Freight Series A-1 Investors”) to sell shares of Series A-1 convertible preferred stock of Freight Holding (“Freight Series A-1”).

Neither the Freight Series A nor Freight Series A-1 investments changed the conclusion that Freight Holding is a consolidated VIE.

As of December 31, 2023 and 2024, we continue to own the majority of the issued and outstanding capital stock of Freight Holding and report a non-controlling interest as further described in Note 16 – Non-Controlling Interests.

In February 2023, Freight Holding entered into a $ 300 million senior secured asset-based revolving credit facility guaranteed by the assets of Freight Holding.

As of December 31, 2023, there was no balance outstanding on Freight Holding’s revolving credit facility.

In November 2024, Freight Holding terminated the revolving credit facility.

Total assets included on the consolidated balance sheets for our consolidated VIE, Uber Freight Holding Corporation (“Freight Holding”), as of December 31, 2024 and 2025 were $ 3.4 billion and $ 3.3 billion, respectively.

Total liabilities included on the consolidated balance sheets for this VIE as of December 31, 2024 and 2025 were $ 724 million and $ 726 million, respectively.

As of December 31, 2025, we own the majority of the issued and outstanding capital stock of Freight Holding and report a non-controlling interest as further described in Note 16 – Non-Controlling Interests.

Unconsolidated VIEs

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We are exposed to these unconsolidated VIEs’ economic risks and rewards through the related carrying amount of assets and liabilities and any financial guarantees, which represent variable interests.

Our carrying amounts of both assets and liabilities recognized on the consolidated balance sheets related to unconsolidated VIEs noted below were $ 575 million and $ 577 million as of December 31, 2023 and 2024, respectively.

As of December 31, 2023 and 2024, our maximum exposure to loss was $ 686 million and $ 691 million, respectively.

Our maximum exposure to loss includes the carrying amounts of assets and liabilities recognized on our consolidated balance sheet related to the unconsolidated VIEs noted below as well as an immaterial financial guarantee.

Lime is incorporated in Delaware for the purpose of owning and operating a fleet of dockless e-bikes and e-scooters for short-term access use by consumers for personal transportation.

Our ownership in Lime is comprised of Lime Common Stock, Lime 1-C Preferred Stock, Lime 1-C Preferred Stock Warrants, and the Lime Convertible Note (collectively, the “2020 Lime Investments”).

We are exposed to Lime’s economic risks and rewards through the related carrying amount of assets and liabilities and any financial guarantees, which represent variable interests.

On February 12, 2021 (the “Moove Closing Date”), we entered into and completed a series of agreements with Garment Investments S.L.

dba Moove (“Moove”), a vehicle fleet operator in Spain, including (i) an equity investment, through preferred shares, in which Uber acquired a 30 % minority interest in Moove from its current shareholders at closing and up to approximately $ 185 million contingent on future performance of Moove and certain other conditions through the eight h anniversary of the agreement, (ii) a term loan of $ 213 million to Moove, due February 2026, and (iii) a commercial partnership agreement.

Also included in the agreements is an option for us to purchase common stock of Moove at fair value, beginning two years after the Moove Closing Date.

As of December 31, 2024, we have not exercised this option.

Our unconsolidated VIEs consist of investments in privately-held companies, primarily vehicle fleet operators.

Our carrying amounts of assets recognized on the consolidated balance sheets and maximum exposure to loss related to unconsolidated VIEs were (in millions):

As of December 31,

Total assets (1)

$ 678 $ 1,329

Maximum exposure to loss (2)

(1) Total assets includes a term loan to Moove Cars Mobility, S.L., formerly Garment Investments S.L.

dba Moove (“Moove”).

As of December 31, 2024 and December 31, 2025, the term loan to Moove was $ 288 million and $ 384 million, respectively, and accounted for as a loan receivable, carried at amortized cost recorded within other assets on the consolidated balance sheets.

In 2021, we entered into and completed a series of agreements with Moove, including (i) an equity investment, through preferred shares, (ii) a term loan to Moove, and (iii) a commercial partnership agreement.

After this series of agreements, Moove is considered a related party.

In February 2023, we entered into a settlement and amendment agreement (“Moove Settlement”) with Moove, a related party, to settle certain contingent considerations agreements.

As a result of the Moove Settlement, we made an immaterial payment to Moove.

As of December 31, 2023, the remaining contingent liability was recorded within accrued and other current liabilities on our consolidated balance sheet and was not material.

The contingent liability was paid in January 2024.

Our equity investment in Moove, through preferred shares, is accounted for as an investment in non-marketable equity securities included in investments on our consolidated balance sheets.

The term loan, of $ 288 million as of December 31, 2024, is accounted for as a loan receivable, carried at amortized cost, and included in other assets on our consolidated balance sheet.

Refer to Note 3 – Investments and Fair Value Measurement, Assets Measured at Fair Value on a Non-Recurring Basis, for additional information regarding our non-marketable equity securities.

Our carrying amounts of liabilities recognized on the consolidated balance sheets were not material as of December 31, 2024 and December 31, 2025.

(2) Our maximum exposure to loss includes the carrying amounts of assets and liabilities recognized on our consolidated balance sheets as well as an immaterial financial guarantee.

Note 16 – Non-Controlling Interests

We have consolidated subsidiaries that have issued common stock and preferred stock or preferred units to third party investors, representing non-controlling interests.

As of December 31, 2023 and 2024, the carrying value of non-controlling interests represented by subsidiaries’ preferred units and preferred stock were $ 1.6 billion and $ 820 million, respectively.

As of December 31, 2024 and 2025, the carrying value of non-controlling interests represented by subsidiaries’ preferred units and preferred stock were $ 820 million and $ 869 million, respectively.

Freight Holding

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Certain Holders of Common Stock of Freight Holding

Certain minority common stockholders of our subsidiary Freight Holding, including individuals who hold shares obtained from the exercise of vested stock options issued under Freight Holding’s 2018 employee equity incentive plan, have put rights to sell increasing percentages of their equity interests at fair value to Freight Holding at specified periods of time ending in August 2025 through August 2027 that terminates upon the earliest of the closing of a liquidation transaction or an IPO of the subsidiary;

provided, however, that former employees who hold shares will only have a one-time opportunity to exercise their put right to sell 100 % of their equity interests for a specified period of time ending in August 2025.

Certain minority common stockholders of our subsidiary Freight Holding, including individuals who hold shares obtained from the exercise of vested stock options issued under Freight Holding’s 2018 employee equity incentive plan, have put rights to sell increasing percentages of their equity interests at fair value to Freight Holding at specified periods of time ending in September 2025 through August 2027 that terminates upon the earliest of the closing of a liquidation transaction or an IPO of the subsidiary;

provided, however, that former employees who hold shares had only a one-time opportunity to exercise their put right to sell 100 % of their equity interests in September 2025.

Should the put rights be exercised, they can be satisfied in either cash, Uber stock, or a combination of cash and Uber stock based upon our election.

As of December 31, 2023 and 2024, the minority common stockholders ownership in Freight Holding is classified as a redeemable non-controlling interest, because it is redeemable on an event that is not solely in our control.

In the third quarter of 2024, the redeemable non-controlling interest related to these certain minority common stockholders of Freight Holding was deemed probable of becoming redeemable and re-measured to its estimated redemption value with an adjustment of $ 338 million.

This redeemable non-controlling interest is re-measured to its estimated redemption value each reporting period.

We attribute the pro rata share of Freight Holding’s net income or loss available to holders of common stock to the redeemable non-controlling interests generated from common shares of Freight Holding based on the outstanding ownership of the minority shareholders of common shares during the period.

As of December 31, 2024 and 2025, the minority common stockholders ownership in Freight Holding is classified as redeemable non-controlling interest because it is redeemable on an event that is not solely in our control.

In the third quarter of 2025, a majority of the put holders exercised their put rights.

In October 2025, Freight Holding repurchased and subsequently retired the related common stock for cash, which was not material.

Freight Series A Preferred Stock

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On October 6, 2023, the 2020 Freight Series A Investor exercised their right to require that either Freight Holding conduct an IPO or we redeem them at the Freight Series A Liquidation Preference, described above.

As of December 31, 2023, the Freight Series A preferred stock held by the 2020 Freight Series A Investor is classified as a redeemable non-controlling interest, because it is redeemable on an event that is not solely in our control.

Given the 2020 Freight Series A Investor exercised their right during the fourth quarter of 2023, this redeemable non-controlling interest was deemed probable of redemption.

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Confirmed obligations outstanding at the end of the year

On June 17, 2025, we closed the acquisition of an 85 % controlling stake in Trendyol GO.

Refer to Note 17 – Business Combinations for further information.

As of December 31, 2025, our controlling stake in Trendyol GO was 86 %.

As of December 31,

2025, the non-controlling interest in Trendyol GO was classified as redeemable non-controlling interest as it is subject to a put/call agreement that is not solely within our control.

The put or call is exercisable in the first quarter of 2031.

At each balance sheet date, the carrying value of the redeemable non-controlling interest will be adjusted to the estimated redemption value.

There were no material adjustments as of December 31, 2025.

Note 17 – Business Combinations

On May 6, 2025, we entered into an agreement with Trendyol Group to acquire 85 % controlling stake in its Trendyol GO online meal and grocery delivery business in Türkiye.

On June 17, 2025, we completed the acquisition of an 85 % controlling stake in Trendyol GO in an all-cash transaction, allowing us to expand our Delivery business in the Turkish market.

The acquisition of Trendyol GO has been accounted for as a business combination.

The fair value of the consideration transferred was $ 694 million.

The following table summarizes the fair value of assets acquired and liabilities assumed (in millions):

Current assets $ 64

Intangible assets 132

Other long-term assets 6

Total assets acquired 914

Current liabilities ( 67 )

Deferred tax liability ( 23 )

Total liabilities assumed ( 90 )

Redeemable non-controlling interests ( 130 )

Net assets acquired $ 694

The excess of purchase consideration over the fair value of net tangible and identifiable assets acquired was recorded as goodwill, which is not deductible for tax purposes.

Goodwill is primarily attributable to anticipated operational synergies and the assembled workforce of Trendyol GO.

Goodwill was assigned to the Delivery segment.

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives (in millions, except years):

Fair Value Weighted Average Remaining Useful Life - Years

Consumer, Merchant and other relationships $ 83 12

Developed technology 29 2

Trade name, trademarks and other 20 3

Consumer, Merchant and other relationships represent the fair value of the underlying relationships with Merchants (such as restaurants), end-users, and Couriers.

Developed technology represents the fair value of Trendyol GO’s technology.

Trade name, trademarks and other relate to the “Trendyol GO” trade name, trademarks, and domain names.

The overall weighted average useful life of the identified amortizable intangible assets acquired is 8 years.

The results of Trendyol GO were included in our consolidated financial statements from the date of acquisition.

For the period from June 17, 2025 through December 31, 2025, Trendyol GO contributed an immaterial amount of revenue and loss before taxes.

Note 18 – Divestitures

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Gain on the sale of interest in Careem Technologies

Note 19 – Subsequent Events

Pending Acquisition of Getir’s Food Delivery Business

On February 8, 2026, we entered into an agreement with Mubadala Investment Company to acquire Getir Perakende Lojistik A.Ş.'s (“Getir”) delivery portfolio in Türkiye.

The transaction is structured to close in phases with the agreement to acquire 100 % of Getir’s food delivery business and a minority interest in its grocery delivery business at the outset, for $ 435 million in cash, on a cash and debt free basis, subject to certain adjustments.

The transaction is subject to regulatory approval and other closing conditions, with the acquisition of the food delivery business expected to close in the second half of 2026.

Schedule II - Valuation and Qualifying Accounts

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(1) Additions to insurance reserves include $ 158 million, $( 78 ) million and $( 21 ) million for the years ended December 31, 2023, 2024, and 2025 respectively, for changes in estimates resulting from new developments in prior period claims.

(2) For the year ended December 31, 2022, the increase in the valuation allowance was primarily attributable to an increase in deferred tax assets resulting from the loss from operations, offset by the deferred tax impact from the transfer of certain intangible assets among our wholly-owned subsidiaries.

(2) For the year ended December 31, 2024, the decrease in the valuation allowance was primarily attributable to the release of the valuation allowance of certain U.S.

federal and state deferred tax assets.

For the year ended December 31, 2025, the decrease in the valuation allowance was primarily attributable to the release of the valuation allowance on the Netherlands' deferred tax assets.

(3) $ 264 million and $ 473 million of the insurance reserve is covered by third-party insurance and is included as a component of prepaid expenses and other current assets and other assets as of December 31, 2024 and 2025, respectively.

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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 8. Financial Statements and Supplementary Data