What changed in this filing

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Item 9A. Controls and Procedures

2026-02-13 compared with 2025-02-14 · 25 added, 46 removed, 178 unchanged (29% of the section changed)

8 unchanged sentences

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

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

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

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

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

8 unchanged sentences

Rule 10b5-1 Trading Plans

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

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

Khosrowshahi’s plan provides for the potential sale of up to 350,000 shares of Uber common stock between February 6, 2025 and March 1, 2026 .

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

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

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

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

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

Macdonald’s plan provided for the potential exercise of vested option awards and the sale of up to 125,000 shares of Uber common stock underlying such option awards between December 24, 2025 and January 27, 2026.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

5 unchanged sentences

A copy of the Company’s insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

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

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

EXECUTIVE COMPENSATION

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

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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

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

PRINCIPAL ACCOUNTING FEES AND SERVICES

20 unchanged sentences

S-1/A 333-230812 4.1 April 26, 2019

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

Bank National Association as Trustee.

8-K 001-38902 4.1 September 17, 2019

4.4 Form of Global Note, representing the Registrant’s 7.500% Senior Notes due 2027 (included as Exhibit A to the Indenture filed as Exhibit 4.1).

8-K 001-38902 4.2 September 17, 2019

4.5 Supplemental Indenture, dated June 2, 2023, among the Registrant, Uber International Holding Corporation and U.S.

Bank Trust Company, National Association (as successor to U.S.

Bank National Association), as trustee, relating to the Registrant’s 7.50% Senior Notes due 2027.

4.4 August 2, 2023

4.3 Form of Unsecured Convertible Note.

10-Q 001-38902 4.1 May 8, 2020

4.7 Indenture, dated as of May 15, 2020, by and between the Registrant, Rasier, LLC and U.S.

Bank National Association, as Trustee.

8-K 001-38902 4.1 May 15, 2020

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

Bank National Association, as Trustee.

8-K 001-38902 4.1 September 16, 2020

4.9 Form of Global Note, representing the Registrant’s 6.250% Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.1).

8-K 001-38902 4.2 September 16, 2020

4.10 Supplemental Indenture, dated June 2, 2023, among the Registrant, Uber International Holding Corporation and U.S.

Bank Trust Company, National Association (as successor to U.S.

Bank National Association), as trustee, relating to the Registrant’s 6.25% Senior Notes due 2028.

4.5 August 2, 2023

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

Bank National Association, as Trustee.

8-K 001-38902 4.1 December 11, 2020

4.12 Form of Global Note, representing the Registrant’s 0% Convertible Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.1).

8-K 001-38902 4.2 December 11, 2020

4.4 Indenture, dated as of August 12, 2021, by and between the Registrant, Rasier, LLC and U.S.

1 unchanged sentence

8-K 001-38902 4.1 August 12, 2021

4.14 Form of Global Note, representing the Registrant’s 4.50% Senior Notes due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.1).

4.5 Form of Global Note, representing the Registrant’s 4.50% Senior Notes due 2029 (included as Exhibit A to the Indenture incorporated by reference as Exhibit 4.

8-K 001-38902 4.2 August 12, 2021

6 unchanged sentences

4.1 November 24, 2023

4.17 Form of Global Note, representing the Registrant ’ s 0.875% Convertible Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.1).

4.2 November 24, 2023

4.18 First Supplemental Indenture, dated as of November 24, 2023, by and between the Registrant and U.S.

Bank Trust Company National Association, as trustee.

4.8 Form of Global Note, representing the Registrant’s 0.875% Convertible Senior Notes due 2028 (included as Exhibit A to the Indenture incorporated as reference as Exhibit 4.

4.2 November 24, 2023

5 unchanged sentences

4.2 September 9, 2024

4.21 Form of Notes (included in Exhibit 4.2 above).

4.11 Form of Notes , representing the Registrant ’ s 4.300% Senior Notes due 2030, 4.800 % Senior Notes due 2034, and 5.350% Senior Notes due 2054 (included as in Exhibit s A, B and C, respectively of the First Supplemental Indenture inc orporated by references as Exhibit 4.

4.3 September 9, 2024

4.12 Indenture, dated as of May 20, 2025, among the Registra nt, Neben Holdings, LLC and U.S.

Bank Trust Company, National Association, as Trustee

4.1 May 20, 2025

4.13 Form of Global Note, representing the Registrant ’s 0.0% Exchangeable Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.

4.2 May 20, 2025

4.14 Second Supplemental Indenture, dated as of September 11, 2025, by and between the Registrant and U.S.

Bank Trust Company, National Association

4.1 September 11, 2025

4.15 Form of Notes , repre senting the Registrant ’ s 4.

150% Senior Notes due 2031 and 4.800 Senior Notes due 20 35 (included as Exhibits A and B, re spectively, to the Second Supplemental Indenture incorporated by reference as in Exhibit 4.

4.2 September 11, 2025

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

88 unchanged sentences

Turqi Alnowaiser

/s/ Nikesh Arora

Director February 13, 2026

/s/ Ursula Burns

6 unchanged sentences

Amanda Ginsberg

/s/ Wan Ling Martello Director February 14, 2025

Wan Ling Martello

/s/ John Thain

7 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures