Uber Technologies, Inc 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE Pages Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 69 Consolidated Financial Statements Consolidated Balance Sheets 72 Consolidated Statements of Operations 73 Consolidated Statements of Comprehensive Income 74 Consolidated Statements of Redeemable Non-Controlling Interests and Equity 75 Consolidated Statements of Cash Flows 78 Notes to the Consolidated Financial Statements 80 Financial Statement Schedule Schedule II - Valuation and Qualifying Accounts for the Years Ended December 31, 2023, 2024 and 2025 122 68 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Uber Technologies, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Uber Technologies, Inc. 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). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 69 Critical Audit Matters 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. Presentation of Mobility and Delivery Revenue Agreements, Including Incentives, Discounts and Promotions to Drivers, Merchants and End-Users 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. This determination impacts the presentation of revenue on a gross or net basis as well as the presentation of incentives provided to Drivers and Merchants and discounts and promotions offered to end-users, to the extent they are not customers. For the year ended December 31, 2025, the Company’s Mobility and Delivery revenue was $46.9 billion and consumer discounts, promotions, credits and refunds provided to end-users who are not customers totaled $1.6 billion, of which a significant portion relates to discounts and promotions. The principal considerations for our determination that performing procedures relating to the presentation of Mobility and Delivery revenue agreements, including incentives, discounts and promotions to Drivers, Merchants, and end-users is a critical audit matter are the significant judgment by management in assessing the presentation of revenue on a gross or net basis, as well as the presentation of incentives, discounts and promotions offered to Drivers, Merchants, and end-users, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to whether transaction attributes were appropriately analyzed and presented by management. 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 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 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 As described in Note 1 to the consolidated financial statements, insurance reserves is an estimate of the liability for unpaid losses and loss adjustment expenses, which represents the estimate of the ultimate unpaid obligation for certain insurance related risks, including auto liability, uninsured and underinsured motorist, auto physical damage, general liability, and workers’ compensation, 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, 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, expected loss costs, and frequency and severity. 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, expected loss costs, and frequency and severity. 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 70 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 San Francisco, California February 13, 2026 We have served as the Company’s auditor since 2014. 71 UBER TECHNOLOGIES, INC. CONSOLIDATED BALANCE SHEETS (In millions, except share amounts which are reflected in thousands, and per share amounts) As of December 31, 2024 As of December 31, 2025 Assets Cash and cash equivalents $ 5,893 $ 7,105 Short-term investments 1,084 528 Restricted cash and cash equivalents 545 631 Accounts receivable, net of allowance of $ 95 and $ 91 , respectively 3,333 3,827 Prepaid expenses and other current assets 1,390 1,902 Total current assets 12,245 13,993 Restricted cash and cash equivalents 2,172 1,911 Restricted investments 7,019 8,874 Investments 8,460 9,178 Equity method investments 302 287 Property and equipment, net 1,952 1,897 Operating lease right-of-use assets 1,158 1,114 Intangible assets, net 1,125 1,048 Goodwill 8,066 8,931 Deferred tax assets 6,171 10,951 Other assets 2,574 3,618 Total assets $ 51,244 $ 61,802 Liabilities, redeemable non-controlling interests and equity Accounts payable $ 858 $ 1,013 Short-term insurance reserves 2,754 3,387 Operating lease liabilities, current 175 169 Accrued and other current liabilities 7,689 7,751 Total current liabilities 11,476 12,320 Long-term insurance reserves 7,042 9,076 Long-term debt, net of current portion 8,347 10,521 Operating lease liabilities, non-current 1,454 1,390 Other long-term liabilities 449 412 Total liabilities 28,768 33,719 Commitments and contingencies (Note 14) Redeemable non-controlling interests 93 165 Equity Common stock, $ 0.00001 par value, 5,000,000 shares authorized for both periods, 2,107,953 and 2,067,905 shares issued and outstanding, respectively — — Additional paid-in capital 42,801 38,101 Accumulated other comprehensive loss ( 517 ) ( 432 ) Accumulated deficit ( 20,726 ) ( 10,628 ) Total Uber Technologies, Inc. stockholders' equity 21,558 27,041 Non-redeemable non-controlling interests 825 877 Total equity 22,383 27,918 Total liabilities, redeemable non-controlling interests and equity $ 51,244 $ 61,802 The accompanying notes are an integral part of these consolidated financial statements. 72 UBER TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except share amounts which are reflected in thousands, and per share amounts) Year Ended December 31, 2023 2024 2025 Revenue $ 37,281 $ 43,978 $ 52,017 Costs and expenses Cost of revenue, exclusive of depreciation and amortization shown separately below 22,457 26,651 31,338 Operations and support 2,689 2,732 2,854 Sales and marketing 4,356 4,337 4,898 Research and development 3,164 3,109 3,402 General and administrative 2,682 3,639 3,241 Depreciation and amortization 823 711 719 Total costs and expenses 36,171 41,179 46,452 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 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 including non-controlling interests 2,156 9,845 10,093 Less: net income (loss) attributable to non-controlling interests, net of tax 269 ( 11 ) 40 Net income attributable to Uber Technologies, Inc. $ 1,887 $ 9,856 $ 10,053 Net income per share attributable to Uber Technologies, Inc. common stockholders: Basic $ 0.93 $ 4.71 $ 4.82 Diluted $ 0.87 $ 4.56 $ 4.73 Weighted-average shares used to compute net income per share attributable to common stockholders: Basic 2,035,651 2,094,602 2,085,253 Diluted 2,091,782 2,150,508 2,119,689 The accompanying notes are an integral part of these consolidated financial statements. 73 UBER TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions) Year Ended December 31, 2023 2024 2025 Net income including non-controlling interests $ 2,156 $ 9,845 $ 10,093 Other comprehensive income (loss), net of tax: Change in foreign currency translation adjustment 17 ( 95 ) 81 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 — — ( 5 ) Other comprehensive income (loss), net of tax 22 ( 96 ) 85 Comprehensive income including non-controlling interests 2,178 9,749 10,178 Less: comprehensive income (loss) attributable to non-controlling interests 269 ( 11 ) 40 Comprehensive income attributable to Uber Technologies, Inc. $ 1,909 $ 9,760 $ 10,138 The accompanying notes are an integral part of these consolidated financial statements. 74 UBER TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY (In millions, except share amounts which are reflected in thousands) Redeemable Non-Controlling Interests Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Non-Redeemable Non-Controlling Interests Total Equity Shares Amount Balance as of December 31, 2022 $ 430 2,005,486 $ — $ 40,550 $ ( 443 ) $ ( 32,767 ) $ 734 $ 8,074 Exercise of stock options — 7,747 — 46 — — — 46 Stock-based compensation — — — 1,983 — — — 1,983 Issuance of common stock for settlement of RSUs — 53,027 — — — — — — Issuance of common stock under the Employee Stock Purchase Plan — 5,578 — 130 — — — 130 Shares withheld related to net share settlement — ( 435 ) — ( 18 ) — — — ( 18 ) 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 Net income (loss) ( 62 ) — — — — 2,173 45 2,218 Balance as of December 31, 2023 $ 654 2,071,144 $ — $ 42,264 $ ( 421 ) $ ( 30,594 ) $ 779 $ 12,028 The accompanying notes are an integral part of these consolidated financial statements. 75 UBER TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY (In millions, except share amounts which are reflected in thousands) Redeemable Non-Controlling Interests Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Non-Redeemable Non-Controlling Interests Total Equity Shares Amount Balance as of December 31, 2023 $ 654 2,071,144 $ — $ 42,264 $ ( 421 ) $ ( 30,594 ) $ 779 $ 12,028 Exercise of stock options — 7,930 — 132 — — — 132 Exercise of restricted stock units — 469 — — — — — — Stock-based compensation — — — 1,847 — — — 1,847 Issuance of common stock for settlement of RSUs — 42,941 — — — — — — Issuance of common stock under the Employee Stock Purchase Plan — 3,916 — 156 — — — 156 Shares withheld related to net share settlement — ( 655 ) — ( 49 ) — — — ( 49 ) 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 The accompanying notes are an integral part of these consolidated financial statements. 76 UBER TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY (In millions, except share amounts which are reflected in thousands) Redeemable Non-Controlling Interests Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Non-Redeemable Non-Controlling Interests Total Equity Shares Amount Balance as of December 31, 2024 $ 93 2,107,953 $ — $ 42,801 $ ( 517 ) $ ( 20,726 ) $ 825 $ 22,383 Exercise of stock options — 1,523 — 25 — — — 25 Stock-based compensation — — — 1,881 — — — 1,881 Issuance of common stock for settlement of RSUs — 35,392 — — — — — — Issuance of common stock under the Employee Stock Purchase Plan — 3,098 — 183 — — — 183 Shares withheld related to net share settlement — ( 659 ) — ( 52 ) — — — ( 52 ) Repurchase of common stock — ( 79,978 ) — ( 6,560 ) — — — ( 6,560 ) Redemption of non-controlling interest ( 109 ) — — — — — — — 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 Net income (loss) ( 55 ) — — — — 10,098 50 10,148 Balance as of December 31, 2025 $ 165 2,067,905 $ — $ 38,101 $ ( 432 ) $ ( 10,628 ) $ 877 $ 27,918 The accompanying notes are an integral part of these consolidated financial statements. 77 UBER TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Year Ended December 31, 2023 2024 2025 Cash flows from operating activities Net income including non-controlling interests $ 2,156 $ 9,845 $ 10,093 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 823 737 747 Stock-based compensation 1,935 1,796 1,826 Deferred income taxes 26 ( 6,027 ) ( 4,779 ) Accretion of discounts on marketable debt securities, net ( 154 ) ( 251 ) ( 158 ) Unrealized (gain) loss on debt and equity securities, net ( 1,610 ) ( 1,832 ) 97 Unrealized foreign currency transactions 138 308 ( 120 ) Other 106 187 166 Change in assets and liabilities, net of impact of business acquisitions and disposals: Accounts receivable ( 758 ) ( 142 ) ( 466 ) Prepaid expenses and other assets ( 1,462 ) ( 694 ) ( 1,028 ) Operating lease right-of-use assets 191 196 177 Accounts payable 64 86 126 Accrued insurance reserves 2,230 2,819 2,660 Accrued expenses and other liabilities 80 330 967 Operating lease liabilities ( 180 ) ( 221 ) ( 209 ) Net cash provided by operating activities 3,585 7,137 10,099 Cash flows from investing activities Purchases of property and equipment ( 223 ) ( 242 ) ( 336 ) Purchases of non-marketable equity securities ( 52 ) ( 289 ) ( 676 ) Purchases of marketable securities ( 8,774 ) ( 12,765 ) ( 21,447 ) Proceeds from maturities and sales of marketable securities 5,069 10,204 20,046 Proceeds from sale of equity method investments 721 17 — Acquisition of businesses, net of cash acquired — — ( 815 ) Other investing activities 33 ( 102 ) ( 336 ) Net cash used in investing activities ( 3,226 ) ( 3,177 ) ( 3,564 ) Cash flows from financing activities Issuance of term loan and notes, net of issuance costs 2,824 3,972 3,359 Principal repayment on term loan and notes ( 2,675 ) ( 3,986 ) ( 2,350 ) 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 ) Redemption of non-controlling interests — ( 851 ) ( 109 ) Other financing activities ( 203 ) 46 ( 116 ) 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 in cash and cash equivalents, and restricted cash and cash equivalents 327 1,606 1,037 78 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 Beginning of period 6,677 7,004 8,610 End of period $ 7,004 $ 8,610 $ 9,647 Supplemental disclosures of cash flow information Cash paid for: Interest, net of amount capitalized $ 629 $ 475 $ 386 Income taxes, net of refunds 234 324 345 Non-cash investing and financing activities: Ownership interest received in exchange for divestitures 300 — — The accompanying notes are an integral part of these consolidated financial statements. 79 UBER TECHNOLOGIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Description of Business and Summary of Significant Accounting Policies Description of Business Uber Technologies, Inc. (“Uber,” the “Company,” “we,” “our,” or “us”) was incorporated in Delaware in July 2010, and is headquartered in San Francisco, California. Uber is a technology platform that uses a massive network, leading technology, operational excellence and product expertise to power movement from point A to point B. Uber develops and operates proprietary technology applications supporting a variety of offerings on its platform (“platform(s)” or “Platform(s)”). Uber connects consumers (“Rider(s)”) with independent providers of ride services (“Mobility Driver(s)”) for ridesharing services, and connects Riders and other consumers (“Eaters”) with restaurants, grocers and other stores (collectively, “Merchants”) with delivery service providers (“Couriers”) for meal preparation, grocery and other delivery services. Riders and Eaters are collectively referred to as “end-user(s)” or “consumer(s).” Mobility Drivers and Couriers are collectively referred to as “Driver(s).” Uber also connects consumers with public transportation networks. Uber uses this same network, technology, operational excellence and product expertise to connect shippers (“Shippers”) with carriers (“Carriers”) in the freight industry. The foundation of our platform is this network of Drivers, Couriers, Merchants, Carriers as well as Riders, Eaters and Shippers (collectively “Platform Participant(s)”). We define Platform Earner(s) as Drivers, Couriers and Merchants as well as Carriers. Uber is also developing technologies designed to provide new solutions to solve everyday problems. Our technology is used around the world, principally in the United States (“U.S.”) and Canada, Latin America, Europe (excluding Russia), the Middle East, Africa, and Asia Pacific (“APAC”, excluding China and Southeast Asia). Foodpanda Taiwan In May 2024, we entered into a definitive agreement with Delivery Hero SE (“Delivery Hero”) to acquire 100 % ownership interest in Delivery Hero’s Foodpanda delivery business in Taiwan (“Foodpanda Taiwan”) for approximately $ 950 million in cash, on a cash and debt free basis, subject to certain adjustments. In January 2025, the Taiwan Fair Trade Commission issued a decision prohibiting the transaction. 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. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). We consolidate our wholly-owned subsidiaries and majority-owned subsidiaries over which we exercise control, and variable interest entities (“VIEs”) where we are deemed to be the primary beneficiary. Refer to Note 15 – Variable Interest Entities for further information. All intercompany balances and transactions have been eliminated. 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 The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions, which affect the reported amounts in the financial statements and accompanying notes. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis, management evaluates estimates, including, but not limited to: fair values of investments and other financial instruments (including the measurement of credit or impairment losses); useful lives of amortizable long-lived assets; fair value of acquired intangible assets and related impairment assessments; impairment of goodwill; stock-based compensation; income taxes and non-income tax reserves; certain deferred tax assets and tax liabilities; insurance reserves; and other contingent liabilities. These estimates are inherently subject to judgment and actual results could differ from those estimates. Concentration of Credit Risk Cash and cash equivalents, short-term investments, restricted cash and cash equivalents, restricted investments, other receivables, and accounts receivable are potentially subject to credit risk concentration. Cash, cash equivalents, and available-for-sale securities primarily consist of money market funds, cash deposits, U.S. government and agency securities, and investment-grade corporate debt securities. Our investment policy limits the amount of credit exposure with any one financial institution or commercial issuer. Cash deposits typically exceed insured limits and are placed with financial institutions around the world that we believe are of high credit quality. We have not experienced any material losses related to these concentrations during the periods presented. We rely on third parties to provide payment processing services (“payment service providers”) to collect amounts due from end-users. Payment service 80 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. Cash and Cash Equivalents Cash and cash equivalents consist of cash held in checking and savings accounts as well as investments in money market funds, U.S. government and agency securities, commercial paper, corporate bonds, and time deposits. We consider all highly-liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash includes amounts collected on behalf of, but not yet remitted to Drivers and Merchants, which are included in accrued and other current liabilities on the consolidated balance sheets. Restricted Cash and Cash Equivalents Restricted cash and cash equivalents are pledged as security for letters of credit or other collateral amounts established by us for certain insurance policies and also include cash and cash equivalents that are unavailable for immediate use due to legal and/or contractual restrictions. Restricted cash and cash equivalents are classified as current and non-current assets based on the contractual or estimated term of the remaining restriction. The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows (in millions): As of December 31, 2023 2024 2025 Cash and cash equivalents $ 4,680 $ 5,893 $ 7,105 Restricted cash and cash equivalents - current 805 545 631 Restricted cash and cash equivalents - non-current 1,519 2,172 1,911 Total cash and cash equivalents, and restricted cash and cash equivalents $ 7,004 $ 8,610 $ 9,647 Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable represents: (i) uncollected payments from end-users for completed transactions where the payment method is credit card and includes (a) end-user payments not yet settled with payment service providers and (b) end-user payments settled by payment service providers but not yet remitted to us; (ii) completed shipments where we have an unconditional right to the consideration from Freight customers (“Shippers”) and payment has not been received; or (iii) uncollected payments from Uber for Business organizations for completed transactions. The timing of settlement of amounts due from these parties varies by region and by product. The portion of the receivable to be remitted to Drivers and Merchants is included in accrued and other current liabilities on the consolidated balance sheets. Refer to Note 9 – Supplemental Financial Statement Information for amounts payable to Drivers and Merchants. Although we pre-authorize forms of payment to mitigate our exposure, we bear the cost of any accounts receivable losses. We record an allowance for doubtful accounts for accounts receivable that may never settle or be collected, as well as for credit card chargebacks including fraudulent credit card transactions. The allowance for doubtful accounts is primarily included as cost of revenue in the consolidated statements of operations. We estimate the allowance based on historical experience, estimated future payments and geographical trends, which are reviewed periodically and as needed, and amounts are written off when determined to be uncollectible. Chargebacks and credit card losses were $ 245 million, $ 252 million and $ 249 million for the years ended December 31, 2023, 2024, and 2025, respectively. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization is computed using the straight‑line method over the estimated useful lives of the assets, which are as follows: Property and Equipment Estimated Useful Life Land Indefinite Buildings 30 - 45 years Site improvements 5 - 15 years Computer equipment 3 - 5 years Furniture and fixtures 3 - 5 years Internal-use software 2 years Motor vehicles and other equipment 3 - 10 years Leased computer equipment Shorter of estimated useful life or lease term Leasehold improvements Shorter of estimated useful life or lease term 81 When assets are retired or otherwise disposed of, the cost, accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations in the period realized. 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, 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. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. In addition, we capitalize interest incurred on outstanding debt during the period of construction-in-progress of certain assets. Leases We account for leases in accordance with Accounting Standards Codification (“ASC”) 842, “Leases” (“ASC 842”). We made a policy election not to separate non-lease components from lease components, therefore, we account for lease and non-lease components as a single lease component. We also elected the short-term lease recognition exemption for all leases that qualify. We determine if a contract contains a lease at inception of the arrangement based on whether we have the right to obtain substantially all of the economic benefits from the use of an identified asset and whether we have the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which we do not own. Right of use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets are recognized as the lease liability, adjusted for lease incentives received. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate (“IBR”), because the interest rate implicit in most of our leases is not readily determinable. The IBR is a hypothetical rate based on our understanding of what our credit rating would be to borrow and resulting interest we would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. Lease payments may be fixed or variable; however, only fixed payments or in-substance fixed payments are included in our lease liability calculation. Variable lease payments may include costs such as common area maintenance, utilities, real estate taxes or other costs. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments are incurred. Operating leases are included in operating lease ROU assets, operating lease liabilities, current and operating lease liabilities, non-current on our consolidated balance sheets. Finance leases are included in property and equipment, net, accrued and other current liabilities, and other long-term liabilities on our consolidated balance sheets. For operating leases, lease expense is recognized on a straight-line basis in operations over the lease term. For finance leases, lease expense is recognized as depreciation and interest; depreciation on a straight-line basis over the lease term and interest using the effective interest method. Acquisitions We account for acquisitions of entities or asset groups that qualify as businesses in accordance with ASC 805, “Business Combinations” (“ASC 805”). The purchase price of the acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination and is allocated to reporting units expected to benefit from the business combination. We test goodwill for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill might be impaired. We evaluate our reporting units when changes in our operating structure occur, and if necessary, reassign goodwill using a relative fair value allocation approach. In testing for goodwill impairment, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if we conclude otherwise, we proceed to the quantitative assessment. The quantitative assessment compares the estimated fair value of a reporting unit to its book value, including goodwill. If the fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. However, if the book value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Refer to Note 7 – Goodwill and Intangible Assets for further information. Intangible Assets, Net 82 Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives, which range from one to 18 years. We review definite-lived intangible assets for impairment under the long-lived asset model described in the Evaluation of Long-Lived Assets for Impairment section. Refer to Note 7 – Goodwill and Intangible Assets for further information. Investments Equity Securities Accounting for our equity securities varies depending on the marketability of the security and the type of investment. Our marketable equity securities in publicly traded companies are measured at fair value with unrealized gains and losses recognized in the consolidated statements of operations. Certain investments in non-marketable equity securities are measured at cost, with remeasurements to fair value only upon the occurrence of observable price changes in orderly transactions for the identical or similar securities of the same issuer, or in the event of any impairment. We reassess non-marketable equity securities at each reporting period to determine whether they have a readily determinable fair value, in which case they would no longer be eligible for the fair value measurement alternative. Non-marketable equity securities that we elected to apply the fair value option and equity securities with a readily determinable fair value are measured at fair value on a recurring basis with changes in fair value recognized in the consolidated statements of operations. 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 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. We include investments in equity securities within investments on the consolidated balance sheets. Debt Securities Accounting for our debt securities varies depending on the legal form of the security, our intended holding period for the security, and the nature of the transaction. Investments in debt securities are classified as available-for-sale and are initially recorded at fair value. Investments in marketable debt securities may include U.S. government and agency securities, commercial paper, corporate bonds, and time deposits. Subsequent changes in fair value of available-for-sale debt securities are recorded in other comprehensive income (loss), net of tax. We record certain of our debt securities at fair value with the changes in fair value recorded in earnings under the fair value option of accounting for financial instruments. As of December 31, 2025, we considered our marketable debt securities as available-for-use in current operations, including those with maturity dates beyond one year, and therefore classify these securities as short-term investments on the consolidated balance sheets. Allowance for Credit Losses on Available-for-sale Debt Securities We account for credit losses on available-for-sale debt securities in accordance with ASC 326, Financial Instruments - Credit Losses (“ASC 326”). Under ASC 326, at each reporting period, we evaluate our available-for-sale debt securities at the individual security level to determine whether there is a decline in the fair value below its amortized cost basis (an impairment). In circumstances where we intend to sell, or are more likely than not required to sell, the security before it recovers its amortized cost basis, the difference between fair value and amortized cost is recognized as a loss in the consolidated statements of operations, with a corresponding write-down of the security’s amortized cost. 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. 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. A credit-related impairment is limited to the difference between fair value and amortized cost, and recognized as an allowance for credit loss on the consolidated balance sheet with a corresponding adjustment to net income (loss). Any remaining decline in fair value that is non-credit related is recognized in other comprehensive income (loss), net of tax. Improvements in expected cash flows due to improvements in credit are recognized through reversal of the credit loss and corresponding reduction in the allowance for credit loss. 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, 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. 83 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. Derivative assets are recorded in prepaid expenses and other current assets, and derivative liabilities are recorded in accrued and other current liabilities on our consolidated balance sheets. Restricted Investments As of December 31, 2025, restricted investments on the consolidated balance sheets are comprised of marketable debt securities that may include U.S. government and agency securities, commercial paper, corporate bonds, and time deposits, which are held in trust accounts at third-party financial institutions pursuant to certain contracts with insurance providers. Restricted investments are classified as non-current assets as these investments are unavailable for use in short-term operations due to legal and/or contractual restrictions. Equity Method Investments Investments in common stock or in-substance common stock of entities that provide us with the ability to exercise significant influence, but not a controlling financial interest, over the investee are accounted for under the equity method of accounting, unless the fair value option is elected. Investments accounted for under the equity method are initially recorded at cost. 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 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. We recognize in the consolidated statements of operations and as an adjustment to the investment balance, any required impairment loss. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment. This evaluation consists of several qualitative and quantitative factors including recent financial results and operating trends of the investee; implied values in recent transactions of investee securities; and other publicly available information that may affect the value of our investments. Evaluation of Long-Lived Assets for Impairment We evaluate our held-and-used long-lived assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset or asset group (collectively, the “asset group”) may not be recoverable. We measure the recoverability of the asset group by comparing the carrying amount of such asset groups to the future undiscounted cash flows it expects the asset group to generate. If we consider the asset group to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset group exceeds its fair value. Fair Value Measurements and Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with ASC 820, Fair Value Measurement (“ASC 820”), we use the fair value hierarchy, which prioritizes the inputs used to measure fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are set forth below: Level 1 Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active or inputs other than the quoted prices that are observable either directly or indirectly for the full term of the assets or liabilities. Level 3 Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities. 84 Our primary financial instruments include receivables, investments in debt and equity securities, accounts payable, accrued liabilities, long-term debt, and warrants. 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 2 – Investments and Fair Value Measurement and Note 8 – Long-Term Debt and Credit Arrangements for further information. Variable Interest Entities We evaluate our ownership, contractual, and other interests in entities to determine if we have a variable interest in an entity. These evaluations are complex and involve judgment, estimates, and assumptions based on available historical and prospective information, among other factors. If we determine that an entity for which we hold a contractual or ownership interest in is a VIE and that we are the primary beneficiary, we consolidate such entity in the consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Periodically, we determine whether any changes in the interest or relationship with the entity impact the determination of whether the entity is still a VIE and whether we are still the primary beneficiary. If we are not deemed to be the primary beneficiary in a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP. Refer to Note 15 – Variable Interest Entities for further information. Revenue Recognition We recognize revenue when or as we satisfy our obligations. We derive revenue from Drivers’ and Merchants’ use of our platform, on-demand lead generation, and related services, including facilitating payments from end-users. The service enables Drivers and Merchants to seek, receive and fulfill on-demand requests from end-users seeking Mobility or Delivery services (collectively the “Uber Service”). In many of our markets, we also generate revenue from end-users. In these markets, we charge end-users a direct fee for use of the platform or in exchange for Mobility or Delivery services. Additionally, we derive revenue from customers' use of Freight services. We periodically reassess our revenue recognition policies as business models and other factors evolve. Mobility and Delivery Agreements We primarily enter into Master Services Agreements (“MSA”) with Drivers and Merchants to use the platform. The MSA defines the service fee we charge Drivers and Merchants for each transaction. Upon acceptance of a transaction, Drivers and Merchants agree to perform the services as requested by an end-user. The acceptance of a transaction request combined with the MSA establishes enforceable rights and obligations for each transaction. A contract exists between us and the Drivers and Merchants after the Drivers and Merchants accept a transaction request and the Drivers’ and Merchants’ ability to cancel the transaction lapses. The Uber Service activities are performed to satisfy our sole performance obligation in the transaction, which is to connect Drivers and Merchants with end-users to facilitate the completion of a successful transaction. In markets where we are responsible for Mobility services to end-users, end-users are our customers and our sole performance obligation in the transaction is to provide transportation services to the end-user. In markets where we are responsible for Delivery services to end-users, Merchants and end-users are our customers. In addition to our performance obligation to Merchants, our performance obligation to end-users is to provide delivery services. In markets where we charge Mobility and Delivery end-users a fee to use the platform, we have a performance obligation to end-users to connect them to Drivers and Merchants in the marketplace. Principal vs. Agent Accounting Considerations Judgment is required in determining whether we are the principal or agent in transactions with Drivers, Merchants and end-users. We evaluate the presentation of revenue on a gross or net basis based on whether we control the service provided to the end-user and are the principal (i.e. “gross”), or we arrange for other parties to provide the service to the end-user and are an agent (i.e. “net”). This determination also impacts the presentation of incentives provided to Drivers and Merchants and discounts and promotions offered to end-users to the extent they are not customers. In Mobility and Delivery transactions where our role is to provide the Uber Service to Drivers and Merchants to facilitate a successful trip or Delivery service, we do not control and are not primarily responsible for the good or service provided by Drivers and Merchants to end-users. In these transactions, Mobility and Delivery revenue is recorded on a net basis. In markets where we agree to provide Mobility or Delivery services to end-users for a fee, we are primarily responsible for the services and present the respective Mobility and Delivery revenue on a gross basis. Payments to Drivers and Couriers in exchange for their services are recorded as cost of revenue, exclusive of depreciation and amortization. Mobility 85 We derive our Mobility revenue from service fees paid by Drivers for use of the platform and related service to connect with Riders and successfully complete a trip via the Platform, amounts charged to end-users for Mobility services, and fees charged to end-users for use of the platform in certain markets. We recognize revenue when a trip is complete. Depending on the market where the trip is completed, the service fee is either a fixed percentage of the end-user fare or the difference between the amount paid by an end-user and the amount earned by Drivers. In markets where we earn the difference between the amount paid by an end-user and the amount earned by Drivers, end-users are quoted a fixed upfront price for ridesharing services while we pay Drivers based on actual time and distance for the ridesharing services provided. We typically receive the service fee within a short period of time following the completion of a trip. In certain markets, end-users have the option to pay cash for trips. Service fees for cash trips are recognized only when collected from Drivers as we concluded that collectability of such amounts is not probable until collected. Mobility revenue also includes immaterial revenue streams such as our financial partnerships products. Delivery We derive our Delivery revenue from service fees paid by Couriers and Merchants for use of the platform and related service to successfully complete meal preparation, grocery and other delivery service on the platform, amounts charged to end-users for Delivery services, and fees charged to end-users for use of the platform in certain markets. We recognize revenue when a Delivery transaction is complete. In the majority of transactions, the service fee paid by Merchants is a fixed percentage of the meal price. The service fee paid by Couriers is the difference between the delivery fee amount paid by the end-user and the amount earned by the Couriers. End-users are quoted a fixed price for the meal delivery while we pay Couriers based on time and distance for the delivery. We typically receive the service fee within a short period of time following the completion of a delivery. Freight We derive our Freight revenue from freight brokerage, transportation management and related services provided to Shippers. Brokerage Brokerage revenue represents the gross amount of fees charged to Shippers for brokerage services provided to Shippers. Costs incurred with independent freight carriers for Brokerage are recorded in cost of revenue. Shippers contract with us to utilize our network of independent freight carriers to transport freight. We enter into contracts with Shippers that define the price for each shipment and payment terms and our acceptance of the shipment request from Shippers establishes enforceable rights and obligations for each contract. We enter into separate contracts with independent freight carriers and are responsible for payment of freight charges to the carrier regardless of payment by the Shipper. We invoice the Shipper upon satisfaction of our sole performance obligation to facilitate the transportation of the Shipper’s freight through our network of independent freight carriers. We recognize revenue associated with our performance obligation over the contract term, which represents our performance over the period of time a shipment is in transit. While the transit period of our contracts can vary based on origin and destination, contracts still in transit at period end are not material. Payment for our services is generally due within 30 to 45 days upon receipt of invoice. Transportation Management Our Transportation Management services can include shipment planning, freight optimization, carrier assignment, load management, freight audit and payment processing and other Transportation Management related services. Our sole performance obligation in these contracts is the integration of these services that allow for the transport of the Shipper’s freight by independent freight carriers. Transportation Management revenue is recognized on a gross basis in the amount of gross fees charged to Shippers upon satisfaction of our performance obligation. Costs incurred with independent freight carriers for these transactions are recorded in cost of revenue. Revenue is recognized as our performance obligation is satisfied, which generally represents the transit period from origin to destination by an independent freight carrier. While the transit period of our contracts can vary based on origin and destination, contracts still in transit at period end are not material. Payment for our services is generally due within 30 to 60 days upon completion of our performance obligation. Principal vs. Agent Accounting Considerations Judgment is required in determining whether we recognize the fees charged to Shippers on a gross or net basis. We record the majority of our revenue from Brokerage and Transportation Management on a gross basis at the amounts charged to Shippers as we are primarily responsible for facilitating the transportation of Shippers’ goods with independent freight carriers that meet the Shipper’s specifications. We also have pricing discretion for the price(s) charged to Shippers and amounts paid to Carriers. Advertising Revenue 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 86 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. Incentives to Customers Incentives provided to customers are recorded as a reduction of revenue if we do not receive a distinct good or service or cannot reasonably estimate the fair value of the good or service received. Incentives to customers that are not provided in exchange for a distinct good or service are evaluated as variable consideration, in the most likely amount to be earned by the customer at the time or as they are earned by customers, depending on the type of incentive. Since incentives are earned over a short period of time, there is limited uncertainty when estimating variable consideration. Incentives earned by customers for referring new customers are paid in exchange for a distinct service and are accounted for as customer acquisition costs. We expense such referral payments as incurred in sales and marketing expenses in the consolidated statements of operations. We expense costs to acquire new customer contracts as incurred because the amortization period would be one year or less. The amount recorded as an expense is the lesser of the amount of the incentive paid or the established fair value of the service received. Fair value of the service is established using amounts paid to vendors for similar services. The amounts paid to customers presented as sales and marketing expenses for the years ended December 31, 2023, 2024, and 2025 were immaterial . In some transactions, incentives and payments made to customers may exceed the revenue earned in the transaction. In these transactions, the resulting shortfall amount is recorded as a reduction of revenue. End-User Discounts and Promotions We offer discounts and promotions to end-users to encourage use of our platform. These are offered in various forms of discounts and promotions and include: Targeted end-user discounts and promotions : These discounts and promotions are offered to a limited number of end-users in a market to acquire, re-engage, or generally increase end-users use of the Platform, and are akin to a coupon. An example is an offer providing a discount on a limited number of rides or deliveries during a limited time period. We record the cost of these discounts and promotions to end-users who are not our customers as sales and marketing expenses at the time they are redeemed by the end-user. End-user referrals : These referrals are earned when an existing end-user (the referring end-user) refers a new end-user (the referred end-user) to the platform and the new end-user who is not our customer completes their first transaction on the platform. These referrals are typically paid in the form of a credit given to the referring end-user. These referrals are offered to attract new end-users to the Platform. We record the liability for these referrals and corresponding expenses as sales and marketing expenses at the time the referral is earned by the referring end-user. Market-wide promotions : These promotions are pricing actions in the form of discounts that reduce the end-user fare charged by Drivers and Merchants to end-users who are not our customers for all or substantially all Mobility or Delivery offerings in a specific market. This also includes any discounts offered under our subscription offerings and certain discounts within the Uber Rewards programs, which enable end-users to receive a fixed fare or a discount on all eligible rides. Accordingly, we record the cost of these promotions as a reduction of revenue at the time the transaction is completed. Refunds and Credits Refunds and credits to end-users due to end-user dissatisfaction with the Platform are recorded as sales and marketing expenses or as a reduction of revenue depending on whether the end-user is considered a customer based on the market. Refunds to end-users that we recover from Drivers and Merchants are recorded as a reduction of revenue. Other We have elected to exclude from revenue, taxes assessed by a governmental authority that are both imposed on and are concurrent with specific revenue producing transactions, and collected from Drivers, Merchants and end-users and remitted to governmental authorities. Accordingly, such amounts are not included as a component of revenue or cost of revenue. Practical Expedients We have utilized the practical expedient available under ASC 606-10-50-14 and do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. We have no significant financing components in our contracts with customers. Stock-Based Compensation We account for stock-based compensation expense in accordance with the fair value recognition and measurement provisions of GAAP, which requires compensation cost for the grant-date fair value of stock-based awards to be recognized over the requisite service period. We account for forfeitures when they occur. The fair value of stock-based awards, granted or modified, is determined on the grant date (or modification or acquisition dates, if applicable) at fair value, using appropriate valuation techniques. The fair value of common stock was determined on the grant date using the closing price of our common stock. 87 Service-Based Awards We record stock-based compensation expense for service-based stock options and restricted stock units (“RSU(s)”) on a straight-line basis over the requisite service period, which is generally four years . For stock options with service-based vesting conditions only, the valuation model, typically the Black-Scholes option-pricing model, incorporates various assumptions including expected stock price volatility, expected term and risk-free interest rates. We estimate the volatility of common stock on the date of grant based on the weighted-average historical stock price volatility of our own shares or comparable publicly traded companies in our industry group. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant with a term equal to the expected term. We estimate the expected term based on the simplified method for employee stock options considered to be “plain vanilla” options, as our historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. We estimate the expected term for non-employees’ options based on the contractual term. The expected dividend yield is 0.0 % as we have not paid and do not anticipate paying dividends on our common stock. Performance-Based Awards We have granted restricted common stock awards (“RSA(s)”), RSUs, stock appreciation rights (“SAR(s)”), and stock options that vest upon the satisfaction of both service-based and performance-based conditions. The service-based condition for these awards generally is satisfied over three or four years . The performance-based conditions generally are satisfied upon achieving specified performance targets, such as our financial or operating metrics. We record stock-based compensation expense for performance-based equity awards such as RSAs, RSUs, SARs, and stock options on an accelerated attribution method over the requisite service period, which is generally three or four years , and only if performance-based conditions are considered probable to be satisfied. For performance-based awards and RSUs, we determine the grant-date fair value to be the fair value of our common stock on the grant date. For performance-based SARs, stock options, and warrants, we determine the grant-date fair value utilizing the valuation model as described above for service-based awards. Market-Based Awards We have granted RSUs and stock options that vest only upon the satisfaction of the following conditions: service-based conditions, performance-based conditions, and/or market-based conditions. The service-based condition for these awards generally is satisfied over three or four years . The performance-based conditions generally are satisfied upon achieving specified performance targets. The market-based conditions are satisfied upon our achievement of specified fully-diluted equity values, as determined based on our stock price. For market-based awards, we determine the grant-date fair value utilizing a Monte Carlo valuation model, which incorporates various assumptions including expected stock price volatility, expected term, and risk-free interest rates. We estimate the volatility of common stock on the date of grant based on historical volatility of Uber’s stock price. We estimate the expected term based on various exercise scenarios. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. We record stock-based compensation expense for market-based equity awards such as RSUs and stock options on an accelerated attribution method over the requisite service period, and only if performance-based conditions are considered probable to be satisfied. We determine the requisite service period by comparing the derived service period to achieve the market-based condition and the explicit service-based period, using the longer of the two service periods as the requisite service period. Employee Stock Purchase Plan (“ESPP”) We recognize stock-based expenses related to shares issued pursuant to our ESPP on a straight-line basis over the offering period. The ESPP provides for twelve-month offering periods, and each offering period includes two purchase periods of approximately six months . The ESPP allows eligible employees to purchase shares of our common stock at a 15 percent discount on the lower price of either (i) the offering period begin date or (ii) the purchase date. We estimate the fair value of shares to be issued under the ESPP based on a combination of options valued using the Black-Scholes option-pricing model. We determine volatility over an expected term of six months and twelve months based on our historical volatility. We estimate the expected term based on the contractual term. Income Taxes We account for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements. We account for uncertainty in tax positions recognized in the consolidated financial statements by recognizing a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized. 88 We recognize accrued interest and penalties related to unrecognized tax benefits in the provision for (benefit from) income taxes in the consolidated statements of operations. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more-likely-than-not expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the applicable tax law. We regularly review the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, excess tax benefits related to stock-based compensation, the expected timing of the reversals of existing taxable temporary differences and tax planning strategies. Our judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute our business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, our income tax provision would increase or decrease in the period in which the assessment is changed. We elected the tax law ordering approach in assessing the realizability of net operating losses expected to offset future Global Intangible Low-taxed Income (“GILTI”). We have elected to treat any potential GILTI inclusions as a period cost. The establishment of deferred tax assets from intra-entity transfers of intangible assets requires management to make significant estimates and assumptions to determine the fair value of such intangible assets. Significant estimates in valuing intangible assets may include, but are not necessarily limited to, internal revenue and expense forecasts, the estimated life of the intangible assets, comparable transaction values, and/or discount rates. The discount rates used to discount expected future cash flows to present value are derived from a weighted-average cost of capital analysis and are adjusted to reflect the inherent risks related to the cash flow. Although we believe the assumptions and estimates utilized are reasonable and appropriate, they are based, in part, on historical experience, internal and external comparable data and are inherently uncertain. Unanticipated events and circumstances may occur that could affect either the accuracy or validity of such assumptions, estimates or actual results. Costs and Expenses Set forth below is a brief description of the components of our expenses: • Cost of revenue, exclusive of depreciation and amortization, primarily consists of costs incurred for certain Mobility and Delivery transactions where we are primarily responsible for Mobility and Delivery services and pay Drivers and Couriers for services, certain insurance costs related to our Mobility and Delivery offerings, costs incurred with Carriers for Uber Freight transportation services, credit card processing fees, bank fees, data center and networking expenses, mobile device and service costs, and amounts related to fare chargebacks and other credit card losses. • Operations and support expenses primarily consist of compensation costs, including stock-based compensation, for employees that support operations in cities, including the general managers, Driver operations, platform user support representatives and community managers. Also included is the cost of customer support, Driver background checks and the allocation of certain corporate costs. • Sales and marketing expenses primarily consist of advertising costs, product marketing costs, discounts, loyalty programs, promotions, refunds, and credits provided to end-users who are not customers, compensation costs, including stock-based compensation to sales and marketing employees, and the allocation of certain corporate costs. We expense advertising and other promotional expenditures as incurred. 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. • Research and development expenses primarily consist of compensation costs, including stock-based compensation, for employees in engineering, design and product development. 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. • Depreciation and amortization expenses primarily consist of depreciation on buildings, site improvements, computer and network equipment, software, leasehold improvements, furniture and fixtures, and amortization of intangible assets. 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- 89 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: management, having the authority to approve the action, commits to a plan of termination; the plan identifies the number of employees to be terminated, their job classifications and their locations, and the expected completion date; the plan establishes the terms of the benefit arrangement in sufficient detail to enable employees to determine the type and amount of benefits they will receive if they are involuntarily terminated; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. We accrue for costs to terminate contracts other than a lease when we terminate the contract in accordance with the contract terms. Costs that will continue to be incurred for the remaining term of a contract that is not a lease, and provide no economic benefits to us are recognized at the cease-use date. Costs associated with lease contracts are accounted for under the leasing accounting guidance or under the long-lived assets accounting guidance. Restructuring and related charges are recognized as an operating expense within the consolidated statements of operations and are classified based on our classification policy for each category of operating expense. Personnel costs are classified based on each employee’s classification, lease costs (including impairments of right-of-use assets) are classified in the same expense line item where each lease’s rent expense was recognized and impairment of other long-lived assets are recorded within general and administrative expenses. Foreign Currency The functional currency of our foreign subsidiaries is the local currency or U.S. dollar depending on the nature of the subsidiaries’ activities. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured to the functional currency at the exchange rate in effect at the end of the period. Gains and losses resulting from remeasurement are recorded in foreign exchange gains (losses), net within other income (expense), net in the consolidated statements of operations. Subsidiary assets and liabilities with non-U.S. dollar functional currencies are translated at the month-end rate, retained earnings and other equity items are translated at historical rates, and revenues and expenses are translated at average exchange rates during the year. Cumulative translation adjustments are recorded within accumulated other comprehensive income (loss), a separate component of total equity (deficit). 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. Our restricted common stock, and common stock issued upon early exercise of stock options are participating securities. We consider restricted common stock and any shares issued upon early exercise of stock options, subject to repurchase, to be participating securities because holders of such shares have non-forfeitable dividend rights in the event a cash dividend is declared on common stock. Insurance Reserves 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 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, 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. Adjustments to reserves for risks retained by us, if any, relating to accidents that occurred in prior years are reflected in the current year results of operations. 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. 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. While management believes that the insurance reserve amount is adequate, the ultimate liability may be in excess of, or less than, the amount provided. All estimates of ultimate losses and allocated loss adjustment expenses, and of resulting reserves, are subject to inherent variability caused by the nature of the insurance claim settlement process. Such variability is increased for us due to limited historical experience and the nature of the coverage provided. 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 90 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 We are involved in legal proceedings, claims, and regulatory, indirect tax examinations or government inquiries and investigations that may arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. We record a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be reasonably estimated, we disclose the possible loss in the consolidated financial statements. We review the developments in our contingencies that could affect the amount of the provisions that have been previously recorded, and the matters and related reasonably possible losses disclosed. We make adjustments to our provisions and changes to our disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount of loss. 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. Legal fees and other costs associated with such actions are expensed as incurred. Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. 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 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. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements and related disclosures. 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. 91 Note 2 – Investments and Fair Value Measurement Investments Our investments on the consolidated balance sheets consisted of the following as of December 31, 2024 and 2025 (in millions): As of December 31, 2024 2025 Classified as short-term investments: Marketable debt securities (1) : U.S. government and agency securities $ 167 $ 149 Commercial paper 220 75 Corporate bonds 659 271 Certificates of deposit 38 33 Short-term investments $ 1,084 $ 528 Classified as restricted investments: Marketable debt securities (1) : U.S. government and agency securities $ 5,552 $ 6,830 Commercial paper 179 87 Corporate bonds 1,288 1,897 Certificates of deposit — 38 Mortgage-backed and asset-backed securities — 22 Restricted investments $ 7,019 $ 8,874 Classified as investments: Non-marketable equity securities: Didi $ 2,602 $ 3,011 Other (2) 608 1,455 Marketable equity securities: Grab 2,529 2,674 Aurora (3) 2,054 1,252 Other 523 667 Notes receivable from a related party (2), (4) 144 119 Investments $ 8,460 $ 9,178 (1) Excluding marketable debt securities classified as cash equivalents and restricted cash equivalents. (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 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. Neutron Holdings, Inc. (“Lime”) is considered a related party as a result of our investment in Lime Common Stock. 92 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 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial Assets Money market funds $ 1,868 $ — $ — $ 1,868 $ 1,624 $ — $ — $ 1,624 U.S. government and agency securities — 5,848 — 5,848 — 7,323 — 7,323 Commercial paper — 702 — 702 — 715 — 715 Corporate bonds — 1,974 — 1,974 — 2,194 — 2,194 Certificates of deposit — 38 — 38 — 72 — 72 Mortgage-backed and asset-backed securities — — — — — 22 — 22 Non-marketable equity securities — — 11 11 — — 69 69 Marketable equity securities 5,106 — — 5,106 4,593 — — 4,593 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 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 Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. government and agency securities $ 5,843 $ 7 $ ( 2 ) $ 5,848 Commercial paper 702 — — 702 Corporate bonds 1,975 1 ( 2 ) 1,974 Certificates of deposit 38 — — 38 Total $ 8,558 $ 8 $ ( 4 ) $ 8,562 As of December 31, 2025 Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. 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 22 — — 22 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. 93 As of December 31, 2024 and 2025, there were no allowance for credit losses related to our debt securities. The weighted-average remaining maturity of our debt securities was less than one year as of December 31, 2025. Fair Value Hierarchy We measure our cash equivalents and certain investments at fair value. Level 1 instrument valuations are based on quoted market prices of the identical underlying security. Level 2 instrument valuations are obtained from readily available pricing sources for comparable instruments, identical instruments in less active markets, or models using market observable inputs. Level 3 instrument valuations are valued based on unobservable inputs and other estimation techniques due to the absence of quoted market prices, inherent lack of liquidity and the long-term nature of such financial instruments. As of December 31, 2024 and 2025, our Level 3 non-marketable equity securities and note receivable from a related party primarily consist of common stock investments and convertible secured notes that may be converted into common or preferred stock in privately-held companies without readily determinable fair values. Depending on the investee’s financing activity in a reporting period, management’s estimate of fair value may be primarily derived from the investee’s financing transactions, such as the issuance of preferred stock to new investors. The price in these transactions generally provides the best indication of the enterprise value of the investee. Additionally, based on the timing, volume, and other characteristics of the transaction, we may supplement this information by using other valuation techniques, including the guideline public company approach. The guideline public company approach relies on publicly available market data of comparable companies and uses comparative valuation multiples of the investee’s revenue (actual and forecasted), and therefore, unobservable input used in this valuation technique primarily consists of short-term revenue projections. Once the fair value of the investee is estimated, an option-pricing model (“OPM”), a common stock equivalent (“CSE”) method or a hybrid approach is employed to allocate value to various classes of securities of the investee, including the class owned by us. The model involves making assumptions around the investees’ expected time to liquidity and volatility. An increase or decrease in any of the unobservable inputs in isolation, such as the security price in a significant financing transaction of the investee, could result in a material increase or decrease in our estimate of fair value. Other unobservable inputs, including short-term revenue projections, time to liquidity, and volatility are less sensitive to the valuation in the respective reporting periods, as a result of the primary weighting on the investee’s financing transactions. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on our estimate of fair value. We determine realized gains or losses on the sale of equity and debt securities on a specific identification method. 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 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 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 In May 2024, we paid $ 300 million to purchase approximately 8.4 million newly issued ordinary shares of Delivery Hero. In connection with the Delivery Hero investment, we entered into a definitive agreement to acquire Foodpanda Taiwan. Refer to Note 1 – Description of Business and Summary of Significant Accounting Policies for further details. 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, 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 The following table presents a reconciliation of our financial assets and liabilities measured and recorded at fair value on a recurring basis as of December 31, 2024 and 2025, using significant unobservable inputs (Level 3) (in millions): 94 Non-marketable Equity Securities Notes Receivable Balance as of December 31, 2023 $ — $ 126 Change in fair value Included in earnings 11 18 Balance as of December 31, 2024 11 144 Change in fair value Included in earnings 58 46 Balance as of December 31, 2025 $ 69 $ 190 Assets Measured at Fair Value on a Non-Recurring Basis Non-Financial Assets Our non-financial assets, such as goodwill, intangible assets and property and equipment are adjusted to fair value when an impairment charge is recognized. Such fair value measurements are based predominately on Level 3 inputs. Non-Marketable Equity Securities Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. The carrying value of our non-marketable equity securities are adjusted based on price changes from observable transactions of identical or similar securities of the same issuer (referred to as the measurement alternative) or for impairment. Any changes in carrying value are recorded within other income (expense), net in the consolidated statements of operations. Non-marketable equity securities are classified within Level 3 in the fair value hierarchy because we estimate the fair value of these securities based on valuation methods, including the CSE and OPM methods, using the transaction price of similar securities issued by the investee adjusted for contractual rights and obligations of the securities we hold. The following is a summary of unrealized gains and losses from remeasurement (referred to as upward or downward adjustments) recorded in other income (expense), net in the consolidated statements of operations, and included as adjustments to the carrying value of non-marketable equity securities held during the years ended December 31, 2023, 2024, and 2025 based on the observable price in an orderly transaction for the same or similar security of the same issuers (in millions): Year Ended December 31, 2023 2024 2025 Upward adjustments $ 908 $ 657 $ 1,129 Downward adjustments (including impairment) ( 472 ) ( 328 ) ( 588 ) Total unrealized gain (loss) for non-marketable equity securities $ 436 $ 329 $ 541 The following table summarizes the total carrying value of our non-marketable equity securities measured at fair value on a non-recurring basis held, including cumulative unrealized upward and downward adjustments made to the initial cost basis of the securities (in millions): As of December 31, 2024 2025 Initial cost basis $ 2,030 $ 2,673 Upward adjustments 2,611 3,726 Downward adjustments (including impairment) ( 1,442 ) ( 2,002 ) Total carrying value at the end of the period $ 3,199 $ 4,397 We did not record any realized gains or losses for our non-marketable equity securities measured at fair value on a non-recurring basis during the years ended December 31, 2023, 2024, and 2025. Didi Investment In the second quarter of 2022, Didi completed their delisting from the New York Stock Exchange (“NYSE Delisting”). We concluded the ordinary shares held by us did not have a readily determinable fair value and should be accounted for under the measurement alternative method. As of December 31, 2024 and 2025, Didi American Depositary Shares (“ADS”) continue to be traded in the over-the-counter (“OTC”) market. 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, 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 95 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 The carrying value of our equity method investments were as follows (in millions): As of December 31, 2024 2025 Careem Technologies $ 241 $ 171 Other 61 116 Equity method investments $ 302 $ 287 Careem Technologies Investment In April 2023, we entered into a series of agreements with Emirates Telecommunication Group Company (“e&”) whereby e& will contribute $ 400 million into the Careem non-ridesharing business (“Careem Technologies”) in exchange for a majority equity interest. Upon closing of the transaction in December 2023, e& acquired a majority stake in Careem Technologies and we retained a minority ownership interest. Careem Technologies is considered a related party to us upon the closing of the transaction. We continue to fully own the ridesharing business of Careem. Upon closing of the transaction, we recognized a gain of approximately $ 204 million during the fourth quarter of 2023, in other income (expense), net on our consolidated statement of operations. Additionally, we received two seats on Careem Technologies’ board and retained an approximately 42 % equity ownership interest consisting of common stock in Careem Technologies. The initial fair value of our equity method investment in Careem Technologies was $ 300 million. The investment was determined to be an equity method investment due to our ability to exercise significant influence over Careem Technologies. Included in the initial carrying value of $ 300 million was a basis difference related to the difference between the cost of the investment and our proportionate share of the net assets of Careem Technologies. As of December 31, 2025, this basis difference was not material. The carrying value of the equity method investment is adjusted for our share in the income or losses of Careem Technologies on a one-quarter lag basis and amortization of basis differences. We amortize the basis difference related to the intangible assets over the estimated useful lives of the assets that gave rise to the difference using the straight-line method. Equity method goodwill is not amortized. MLU B.V. Investment During 2018, we closed a transaction that contributed the net assets of our Uber Russia/CIS operations into a newly formed private limited liability company (“MLU B.V.” or “Yandex.Taxi joint venture”), with Yandex N.V (“Yandex”) and us holding ownership interests in MLU B.V. In exchange for consideration contributed, we received a seat on MLU B.V.’s board and an initial 38 % equity ownership interest consisting of common stock in MLU B.V. The investment was determined to be an equity method investment due to our ability to exercise significant influence over MLU B.V. Sale of Our Remaining Interest in MLU B.V. On April 21, 2023, we entered into and closed on a definitive agreement to sell our remaining 29 % equity interest in MLU B.V. 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 96 interest in MLU B.V. Note 5 – Property and Equipment, Net The components of property and equipment, net were as follows (in millions): As of December 31, 2024 2025 Land $ 65 $ 65 Building and site improvements 739 740 Leasehold improvements 670 773 Computer equipment 436 356 Leased computer equipment 641 554 Motor vehicles and other equipment 51 130 Internal-use software 650 820 Furniture and fixtures 80 89 Construction in progress 218 220 Total 3,550 3,747 Less: Accumulated depreciation and amortization ( 1,598 ) ( 1,850 ) Property and equipment, net $ 1,952 $ 1,897 Amounts in construction in progress represent buildings, leasehold improvements, assets under construction, and other assets not placed in service. Depreciation expense relating to property and equipment was $ 355 million, $ 332 million, and $ 329 million for the years ended December 31, 2023, 2024, and 2025, respectively. Note 6 – Leases Our leases primarily include corporate offices, data centers, and servers. 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 . Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Our lease agreements generally do not contain any residual value guarantees or restrictive covenants. The components of our lease expense were as follows (in millions): Year Ended December 31, 2023 2024 2025 Lease cost Finance lease cost: Amortization of assets $ 188 $ 168 $ 153 Interest of lease liabilities 31 25 17 Operating lease cost 321 294 288 Short-term lease cost 10 2 4 Variable lease cost 129 115 117 Sublease income ( 22 ) ( 22 ) ( 19 ) Total lease cost $ 657 $ 582 $ 560 Supplemental cash flow information related to leases was as follows (in millions): Year Ended December 31, 2023 2024 2025 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from financing leases $ 32 $ 26 $ 16 Operating cash flows from operating leases 335 332 303 Financing cash flows from financing leases 171 172 157 97 Right-of-use assets obtained in exchange for lease obligations: Operating lease liabilities $ 84 $ 132 $ 126 Finance lease liabilities 216 4 71 Supplemental balance sheet information related to leases was as follows (in millions, except lease term and discount rate): As of December 31, 2024 2025 Operating Leases Operating lease right-of-use assets $ 1,158 $ 1,114 Operating lease liability, current $ 175 $ 169 Operating lease liabilities, non-current 1,454 1,390 Total operating lease liabilities $ 1,629 $ 1,559 As of December 31, 2024 2025 Finance Leases Property and equipment, at cost $ 641 $ 625 Accumulated depreciation ( 372 ) ( 439 ) Property and equipment, net $ 269 $ 186 Other current liabilities $ 136 $ 138 Other long-term liabilities 174 84 Total finance leases liabilities $ 310 $ 222 As of December 31, 2024 2025 Weighted-average remaining lease term Operating leases 15 years 15 years Finance leases 2 years 2 years Weighted-average discount rate Operating leases 6.7 % 6.6 % Finance leases 6.6 % 6.0 % Maturities of lease liabilities were as follows (in millions): As of December 31, 2025 Operating Leases Finance Leases 2026 $ 265 $ 167 2027 262 50 2028 232 14 2029 226 1 2030 194 1 Thereafter 1,592 — Total undiscounted lease payments 2,771 233 Less: imputed interest ( 1,212 ) ( 11 ) Total lease liabilities $ 1,559 $ 222 As of December 31, 2025, additional operating leases and finance leases that have been executed but not yet commenced were immaterial . 98 Mission Bay 1 & 2 We own two adjacent office buildings, Mission Bay 1 & 2, which are located on land for which we have two 76 -year land lease agreements (“Land Leases”) ending in 2092. We have a 49 % indirect interest in the land (“Indirect Interest”) which are accounted for as a financing arrangement due to our 49 % previous ownership in the land and continuing involvement through a purchase option on the land in the Land Leases. As of December 31, 2025, our Indirect Interest is included in property and equipment, net, with the corresponding financing obligation included in other long-term liabilities. The remaining 51 % of the Land Leases are accounted for as operating leases. 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, 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 Goodwill The following table presents the changes in the carrying value of goodwill by segment (in millions): Mobility Delivery Freight Total Goodwill Balance as of January 1, 2024 $ 2,337 $ 4,369 $ 1,445 $ 8,151 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 Balance as of December 31, 2025 $ 2,409 $ 5,080 $ 1,442 $ 8,931 Intangible Assets The components of intangible assets, net were as follows (in millions except years): Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Remaining Useful Life - Years December 31, 2024 Consumer, Merchant and other relationships $ 1,789 $ ( 889 ) $ 900 8 Developed technology 890 ( 690 ) 200 4 Trade name, trademarks and other 145 ( 120 ) 25 5 Intangible assets $ 2,824 $ ( 1,699 ) $ 1,125 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Remaining Useful Life - Years December 31, 2025 Consumer, Merchant and other relationships $ 1,904 $ ( 1,083 ) $ 821 8 Developed technology 930 ( 754 ) 176 3 Trade name, trademarks and other 183 ( 132 ) 51 3 Intangible assets $ 3,017 $ ( 1,969 ) $ 1,048 Amortization expense for intangible assets subject to amortization was $ 362 million, $ 294 million, and $ 269 million for the years ended December 31, 2023, 2024, and 2025, respectively. The estimated aggregate future amortization expense for intangible assets subject to amortization as of December 31, 2025 is summarized below (in millions): Estimated Future Amortization Expense Year Ending December 31, 2026 $ 231 2027 199 99 2028 142 2029 94 2030 90 Thereafter 281 Total $ 1,037 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, 2024 2025 Stated Interest Rate Effective Interest Rates Maturities 2025 Convertible Notes $ 1,150 $ — — % — % — 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) 9,575 10,600 Less: unamortized discount and issuance costs ( 78 ) ( 79 ) Less: current portion of long-term debt ( 1,150 ) — Total long-term debt $ 8,347 $ 10,521 (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 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. 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. Senior Notes 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 100 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 2028 Convertible Notes In November 2023, we issued $ 1.73 billion aggregate principal amount of 0.875 % convertible senior notes due in 2028 (the “2028 Convertible Notes”), including the exercise in full by the initial purchasers of the 2028 Convertible Notes of their option to purchase up to an additional $ 225 million principal amount of the 2028 Convertible Notes. The 2028 Convertible Notes were issued in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The interest is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2024, and the notes will mature on December 1, 2028, unless earlier converted, redeemed, or repurchased. 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, 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 (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; (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; or (iv) upon the occurrence of specified corporate events. 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. 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. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. Upon conversion of the 2028 Convertible Notes, we must pay cash up to the aggregate principal amount of the notes to be converted and 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 in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the notes being converted. We may not redeem the notes prior to December 5, 2026. We may redeem for cash all or any portion of the notes, at our option, on or after December 5, 2026, 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 interest, if any, to, but excluding, the redemption date. The indenture governing the 2028 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 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. Capped Calls 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 101 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. The Capped Calls were included in additional paid-in capital in the consolidated balance sheet as of December 31, 2023 , with no remeasurement in subsequent periods as it meets the conditions for equity classification. 2025 Convertible Notes 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; or (iv) upon the occurrence of specified corporate events. 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. 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. 102 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): Future Minimum Payments Year Ending December 31, 2026 $ — 2027 — 2028 2,850 2029 1,500 2030 1,250 Thereafter 5,000 Total $ 10,600 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. Dollars or certain alternate currencies. Proceeds from any borrowings under the Credit Agreement may be used for general corporate purposes. The Credit Agreement is unsecured and is not guaranteed by any of our subsidiaries. The Credit Agreement contains customary covenants restricting our and certain of our subsidiaries’ ability to incur debt, incur liens, and undergo certain fundamental changes. The Credit Agreement also contains customary events of default. 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 103 Agreement. 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. Letters of Credit 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 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets were as follows (in millions): As of December 31, 2024 2025 Prepaid expenses $ 415 $ 408 Other current assets 975 1,494 Prepaid expenses and other current assets $ 1,390 $ 1,902 Accrued and Other Current Liabilities Accrued and other current liabilities were as follows (in millions): As of December 31, 2024 2025 Accrued legal, regulatory and non-income taxes $ 1,533 $ 2,052 Accrued Drivers and Merchants liability 1,421 1,626 Accrued compensation and employee benefits 649 777 Income and other tax liabilities 751 1,033 Current portion of long-term debt 1,150 — Other 2,185 2,263 Accrued and other current liabilities $ 7,689 $ 7,751 Other Long-Term Liabilities Other long-term liabilities were as follows (in millions): As of December 31, 2024 2025 Deferred tax liabilities $ 9 $ 31 Other 440 381 Other long-term liabilities $ 449 $ 412 Accumulated Other Comprehensive Income (Loss) The changes in composition of accumulated other comprehensive income (loss), net of tax, for the were as follows (in millions): 104 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 (loss) before reclassifications ( 123 ) 5 — ( 118 ) Amounts reclassified from accumulated other comprehensive income (loss) (1) 140 — — 140 Other comprehensive income (loss) 17 5 — 22 Balance as of December 31, 2023 $ ( 426 ) $ 5 $ — $ ( 421 ) (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 (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 ) 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 (loss) before reclassifications 81 9 ( 5 ) 85 Amounts reclassified from accumulated other comprehensive income (loss) — — — — Other comprehensive income (loss) 81 9 ( 5 ) 85 Balance as of December 31, 2025 $ ( 440 ) $ 13 $ ( 5 ) $ ( 432 ) Other Income (Expense), Net The components of other income (expense), net were as follows (in millions): Year Ended December 31, 2023 2024 2025 Foreign currency exchange gains (losses), net ( 182 ) ( 391 ) 89 Gain on business divestitures, net (1) 204 — — Loss from sale of investments (2) ( 74 ) — — Unrealized gain (loss) on debt and equity securities, net (3) 1,610 1,832 ( 97 ) Acquisition termination fee (4) — ( 236 ) — Other, net ( 198 ) ( 77 ) ( 60 ) Other income (expense), net $ 1,360 $ 1,128 $ ( 68 ) (1) During the year ended December 31, 2023, gain on business divestitures, net represented a $ 204 million gain on the sale of interest in Careem Technologies. Refer to Note 18 – Divestitures for further information. (2) Refer to Note 4 – Equity Method Investments for further information. 105 (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 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) Refer to Note 1 – Description of Business and Summary of Significant Accounting Policies for further information on Foodpanda Taiwan. Note 10 – Stockholders' Equity Common Stock As of December 31, 2025, we have the authority to issue 5.0 billion shares of common stock with a par value of $ 0.00001 per share. Holders of common stock are entitled to dividends when and if declared by the board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of December 31, 2025, no dividends have been declared and there were 2.1 billion shares of common stock issued and outstanding. Preferred Stock Our board of directors has the authority to issue up to 10 million shares of preferred stock and to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further vote or action by the stockholders. As of December 31, 2024 and 2025, there was no preferred stock issued and outstanding. Equity Compensation Plans We maintain four equity compensation plans that provide for the issuance of shares of our common stock to our officers and other employees, directors, and consultants: the 2010 Stock Plan (the “2010 Plan”), the 2013 Equity Incentive Plan (the “2013 Plan”), the 2019 Equity Incentive Plan (the “2019 Plan”), and the 2019 Employee Stock Purchase Plan (the “ESPP”), which have all been approved by stockholders. Following our IPO in May 2019, we have only issued awards under the 2019 Plan and the ESPP, and no additional awards will be granted under the 2010 and 2013 Plans. These plans provide for the issuance of incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), SARs, restricted stock, RSUs, performance-based awards, and other awards (that are based in whole or in part by reference to our common stock). 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. 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 A summary of stock option and SAR activity for the year ended December 31, 2025 is as follows (in millions, except share amounts which are reflected in thousands, per share amounts, and years): SARs Outstanding Number of SARs Options Outstanding Number of Shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value As of December 31, 2024 33 7,198 $ 40.16 4.90 $ 153 Granted — 484 $ 74.44 Exercised ( 14 ) ( 1,606 ) $ 18.73 Canceled and forfeited ( 3 ) ( 208 ) $ 46.59 As of December 31, 2025 16 5,868 $ 48.72 4.79 $ 194 Exercisable as of December 31, 2025 16 2,160 $ 27.68 3.17 $ 118 106 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. RSU Activity The following table summarizes the activity related to our RSUs for the year ended December 31, 2025 (in thousands, except per share amounts): Number of Shares Weighted-Average Grant-Date Fair Value per Share Unvested and outstanding as of December 31, 2024 66,202 $ 48.49 Granted 35,464 $ 77.19 Vested ( 35,155 ) $ 47.28 Canceled and forfeited ( 8,857 ) $ 56.25 Unvested and outstanding as of December 31, 2025 57,654 $ 65.69 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 Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. The following table summarizes total stock-based compensation expense by function for the years ended December 31, 2023, 2024, and 2025 (in millions): Year Ended December 31, 2023 2024 2025 Operations and support $ 184 $ 218 $ 225 Sales and marketing 96 91 103 Research and development 1,215 1,104 1,101 General and administrative 440 383 397 Total $ 1,935 $ 1,796 $ 1,826 During the years ended December 31, 2023, 2024, and 2025, we modified the terms of stock-based awards for certain employees upon their termination or change in employment status. Incremental stock-based compensation cost in relation to the modification of stock-based awards was not material for the years ended December 31, 2023, 2024, and 2025. As of December 31, 2025, there was $ 3.5 billion of unamortized compensation costs related to all unvested awards. The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately 2.64 years. Stock-based compensation expense capitalized as internally developed software costs were not material for the years ended December 31, 2023, 2024, and 2025. 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. The weighted-average grant-date fair values of stock options and SARs granted to employees in the years ended December 31, 2023, 2024, and 2025 were $ 16.63 , $ 25.97 and $ 30.97 per share, respectively. During 2023, 2024 and 2025, stock options and SARs granted were not material. Performance awards with market-based targets granted in the years ended December 31, 2023, 2024, and 2025 were not material. 2019 Employee Stock Purchase Plan 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. 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. 107 The stock-based compensation expense recognized for the ESPP was not material during the years ended December 31, 2023, 2024, and 2025. During the year ended December 31, 2025, we purchased 3 million shares of common stock under the ESPP at a weighted-average price of $ 58.94 per share. As of December 31, 2025, total unrecognized compensation cost related to the ESPP was $ 59 million, which will be amortized over a period of 0.86 years. 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. 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. The exact number of shares to be repurchased by us, if any, is not guaranteed. Depending on market conditions and other factors, these repurchases may be commenced or suspended at any time or periodically without prior notice. 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. The Inflation Reduction Act imposed a nondeductible 1% excise tax on the net value of certain stock repurchases. During the years ended December 31, 2024 and 2025, the excise tax on net share repurchases was not material. Note 11 – Income Taxes The U.S. and foreign components of income (loss) before provision for (benefit from) income taxes for the years ended December 31, 2023, 2024, and 2025 are as follows (in millions): Year Ended December 31, 2023 2024 2025 U.S. $ 1,525 $ 3,455 $ 4,620 Foreign 796 670 1,180 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): Year Ended December 31, 2023 2024 2025 Current Federal $ 1 $ 22 $ 164 State 16 42 116 Foreign 170 205 153 Total current tax expense 187 269 433 Deferred Federal 11 ( 5,154 ) ( 118 ) State 12 ( 857 ) 98 Foreign 3 ( 16 ) ( 4,759 ) Total deferred tax expense (benefit) 26 ( 6,027 ) ( 4,779 ) Total provision for (benefit from) income taxes $ 213 $ ( 5,758 ) $ ( 4,346 ) The following is a reconciliation of the statutory federal income tax rate to our effective tax rate for the years ended December 31, 2023 and 2024: Year Ended December 31, 2023 2024 Federal statutory income tax rate 21.0 % 21.0 % State income tax expense (1) 1.2 ( 19.8 ) Foreign rate differential ( 0.4 ) ( 0.4 ) 108 Non-deductible expenses ( 0.2 ) 2.2 Stock-based compensation ( 1.9 ) ( 5.2 ) Federal research and development credits ( 7.2 ) ( 5.1 ) Deferred tax on investments ( 3.5 ) — Entity restructuring 0.6 ( 0.5 ) Change in unrecognized tax benefits ( 6.8 ) 37.8 Valuation allowance (2) ( 2.8 ) ( 164.3 ) US effects on foreign operations 4.1 ( 2.5 ) Withholding taxes 9.5 ( 0.1 ) Other interest ( 4.1 ) ( 2.8 ) Other, net ( 0.3 ) 0.1 Effective income tax rate 9.2 % ( 139.6 ) % (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 2024, we released $ 5.2 billion of our valuation allowance on our U.S. federal deferred tax assets. 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) 156 2.7 Federal 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 Other 26 0.4 Tax credits 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 31 0.5 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 Netherlands Changes in valuation allowances (2) ( 5,011 ) ( 86.4 ) Other 74 1.3 Brazil Withholding tax expense 128 2.2 109 Other ( 2 ) — India 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 Foreign 252 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): As of December 31, 2024 2025 Deferred tax assets Net operating loss carryforwards $ 4,319 $ 3,177 Research and development credits 1,539 1,641 Stock-based compensation 71 122 Accruals and reserves 730 1,297 Accrued legal 221 234 Fixed assets and intangible assets (1) 3,226 2,938 Lease liability 391 367 Interest limitation carryforwards 760 657 Capitalized research expenses (1) 1,591 2,175 Other 381 307 Total deferred tax assets 13,229 12,915 Less: Valuation allowance ( 6,267 ) ( 1,312 ) Total deferred tax assets, net of valuation allowance 6,962 11,603 Deferred tax liabilities Investments 515 418 Right-of-use assets 270 253 Other 14 9 Total deferred tax liabilities 799 680 Net deferred tax assets (liabilities) $ 6,163 $ 10,923 (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. 110 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 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 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. federal research tax credit carryforwards of $ 1.2 billion that begin to expire in 2037. We had U.S. state research tax credit carryforwards of $ 848 million that have an unlimited carryover period. In the event we experience an ownership change within the meaning of Section 382 of the Internal Revenue Code (“IRC”), our ability to utilize net operating losses, tax credits and other tax attributes may be limited. The most recent analysis of our historical ownership changes was completed through December 31, 2025. Based on the analysis, we do not anticipate a current limitation on the tax attributes. The following table reflects changes in gross unrecognized tax benefits (in millions): Year Ended December 31, 2023 2024 2025 Unrecognized tax benefits at beginning of year $ 3,513 $ 3,345 $ 4,937 Gross increases - current year tax positions 177 201 693 Gross increases - prior year tax positions (1) 42 1,437 13 Gross decreases - prior year tax positions ( 315 ) ( 37 ) ( 26 ) Gross decreases - settlements with tax authorities — ( 6 ) ( 5 ) Gross decreases - lapse of statute of limitations ( 72 ) ( 3 ) ( 1 ) 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 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, 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. We are subject to taxation in the U.S. and various state and foreign jurisdictions. We are also under various state and other foreign income tax examinations. We believe that adequate amounts have been reserved in these jurisdictions. To the extent we have tax 111 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: Jurisdiction Tax Years U.S. Federal 2013 - 2025 U.S. States 2007 - 2025 Australia 2019 - 2025 Netherlands 2019 - 2025 United Kingdom 2022 - 2025 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 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 per share: Numerator 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 attributable to common stockholders $ 1,887 $ 9,856 $ 10,053 Denominator Basic weighted-average common stock outstanding 2,035,651 2,094,602 2,085,253 Basic net income per share attributable to common stockholders (1) $ 0.93 $ 4.71 $ 4.82 Diluted net income per share: Numerator Net income attributable to common stockholders $ 1,887 $ 9,856 $ 10,053 Assumed net loss attributable to Uber Technologies, Inc. upon redemption of Freight Holding convertible common shares, non-controlling interest ( 62 ) ( 49 ) ( 37 ) Interest expense, amortization of debt discount and issuance costs of 2025 Convertible Notes 2 — — Diluted net income attributable to common stockholders $ 1,827 $ 9,807 $ 10,016 Denominator 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: 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 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. 112 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 Equity awards 5,608 21,612 4,704 Freight Holding contingently issuable shares 13,430 — — Total 19,038 21,612 4,704 Note 13 – Segment Information and Geographic Information We determine our operating segments based on how the CODM, our Chief Executive Officer, manages the business, allocates resources, makes operating decisions and evaluates operating performance. As of December 31, 2025, our three operating and reportable segments are as follows: Segment Description Mobility Mobility products connect consumers with Drivers who provide rides in a variety of vehicles, such as cars, auto rickshaws, motorbikes, minibuses, or taxis. Mobility also includes activity related to our financial partnerships products and advertising. Delivery Delivery offerings allow consumers to search for and discover local restaurants, order a meal, and either pick-up at the restaurant or have the meal delivered. In certain markets, Delivery provides offerings for grocery, alcohol, and convenience store delivery as well as select other goods. We refer to the grocery, alcohol, convenience and retail categories collectively as Grocery & Retail. Delivery also includes advertising. Freight Freight connects Carriers with Shippers on our platform, and gives Carriers upfront, transparent pricing and the ability to book a shipment. Freight also includes transportation management and other logistics services offerings. 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. The CODM uses segment Adjusted EBITDA to evaluate segment operating performance, generate future operating plans, and make strategic decisions. The CODM does not evaluate operating segments using asset information and, accordingly, we do not report asset information by segment. Segment Adjusted EBITDA excludes non-cash items or items that management does not believe are reflective of our ongoing core operations (as shown in the table below). The following table provides information about our segments and a reconciliation to income (loss) before income taxes and income (loss) from equity method investments (in millions): Year Ended December 31, 2023 Mobility Delivery Freight Total Revenue $ 19,832 $ 12,204 $ 5,245 $ 37,281 Platform Participant direct transaction costs (1) ( 5,130 ) ( 5,329 ) ( 4,714 ) ( 15,173 ) Other (2) ( 9,739 ) ( 5,369 ) ( 595 ) ( 15,703 ) Segment Adjusted EBITDA $ 4,963 $ 1,506 $ ( 64 ) 6,405 Reconciling items: Corporate G&A and Platform R&D (3) ( 2,353 ) Depreciation and amortization ( 823 ) Stock-based compensation expense ( 1,935 ) Legal, non-income tax, and regulatory reserve changes and settlements (4) ( 9 ) Goodwill and asset impairments/loss on sale of assets ( 84 ) Acquisition, financing and divestitures related expenses ( 36 ) Loss on lease arrangement, net ( 4 ) Restructuring and related charges ( 51 ) Income from operations 1,110 Interest expense ( 633 ) 113 Interest income 484 Other income (expense), net 1,360 Income before income taxes and income (loss) from equity method investments $ 2,321 Year Ended December 31, 2024 Mobility Delivery Freight Total Revenue $ 25,087 $ 13,750 $ 5,141 $ 43,978 Platform Participant direct transaction costs (1) ( 6,884 ) ( 5,591 ) ( 4,652 ) ( 17,127 ) Other (2) ( 11,706 ) ( 5,688 ) ( 563 ) ( 17,957 ) Segment Adjusted EBITDA $ 6,497 $ 2,471 $ ( 74 ) 8,894 Reconciling items: Corporate G&A and Platform R&D (3) ( 2,410 ) Depreciation and amortization ( 711 ) Stock-based compensation expense ( 1,796 ) Legal, non-income tax, and regulatory reserve changes and settlements (4) ( 1,123 ) Goodwill and asset impairments/loss on sale of assets ( 3 ) Acquisition, financing and divestitures related expenses ( 25 ) Loss on lease arrangement, net ( 2 ) Restructuring and related charges ( 25 ) Income from operations 2,799 Interest expense ( 523 ) Interest income 721 Other income (expense), net 1,128 Income before income taxes and income (loss) from equity method investments $ 4,125 Year Ended December 31, 2025 Mobility Delivery Freight Total Revenue $ 29,670 $ 17,248 $ 5,099 $ 52,017 Platform Participant direct transaction costs (1) ( 8,683 ) ( 7,097 ) ( 4,583 ) ( 20,363 ) Other (2) ( 13,088 ) ( 6,579 ) ( 549 ) ( 20,216 ) Segment Adjusted EBITDA $ 7,899 $ 3,572 $ ( 33 ) 11,438 Reconciling items: Corporate G&A and Platform R&D (3) ( 2,708 ) Depreciation and amortization ( 719 ) Stock-based compensation expense ( 1,826 ) Legal, non-income tax, and regulatory reserve changes and settlements (4) ( 564 ) Goodwill and asset impairments/loss on sale of assets ( 2 ) Acquisition, financing and divestitures related expenses ( 43 ) Loss on lease arrangement, net ( 2 ) Restructuring and related charges ( 9 ) Income from operations 5,565 Interest expense ( 440 ) Interest income 743 Other income (expense), net ( 68 ) 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; and (ii) incentives to end-users recorded in sales and marketing. 114 (2) Other primarily consists of non-Platform Participant costs, including: (i) trip insurance, payment card fees and bank fees, customer support and technology costs; and (ii) other operating costs, primarily related to employee headcount costs (excluding stock-based compensation), external contractor expenses and brand marketing as well as (iii) costs related to bringing new Platform Earners and new Platform end-users to the Platform recorded in costs and expenses. (3) Includes costs that are not directly attributable to our reportable segments. 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. Our allocation methodology is periodically evaluated and may change. (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 Revenue by geography is based on where the trip or shipment was completed or meal delivered. Long-lived assets, net includes property and equipment, net and operating lease right-of-use assets as well as the same asset class included within assets held for sale on the consolidated balance sheets. The following tables set forth revenue and long-lived assets, net by geographic area as of and for the years ended December 31, 2023, 2024, and 2025 (in millions): Year Ended December 31, 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 United Kingdom 6,522 8,373 10,609 All other countries 12,139 14,176 17,637 Total Revenue $ 37,281 $ 43,978 $ 52,017 As of December 31, 2024 2025 United States $ 2,757 $ 2,572 All other countries 353 439 Total long-lived assets, net $ 3,110 $ 3,011 Note 14 – Commitments and Contingencies Contingencies From time to time, we are a party to various claims, non-income tax audits and litigation in the normal course of business. As of December 31, 2024 and 2025, we had recorded aggregate liabilities of $ 1.5 billion and $ 2.1 billion, respectively, of which $ 221 million and $ 215 million, respectively, relate to non-income tax matters in accrued and other current liabilities on the consolidated balance sheets for all of our legal, regulatory and non-income tax matters that were probable and reasonably estimable. 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, 115 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. The outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. 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 could be materially adversely affected. Driver Classification California Attorney General Lawsuit In January 2020, AB5 went into effect. AB5 codifies a test to determine whether a worker is an employee under California law. The test is referred to as the “ABC” test, and was originally handed down by the California Supreme Court in Dynamex Operations v. 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: 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. On May 5, 2020, the California Attorney General, in conjunction with the city attorneys for San Francisco, Los Angeles and San Diego, filed a complaint in San Francisco Superior Court against Uber and Lyft, Inc. (“Lyft”). The complaint alleges drivers are misclassified, and seeks an injunction and monetary damages related to the alleged competitive advantage caused by the alleged misclassification of drivers. On August 10, 2020, the Court issued a preliminary injunction order, prohibiting us from classifying drivers as independent contractors and from violating various wage and hour laws. The injunction was stayed pending appeal. On October 22, 2020, the Court of Appeal affirmed the lower court’s ruling, and we filed a petition for review of the decision with the California Supreme Court. The petition was based upon the passage of Proposition 22 by California voters in November 2020, and requested that the Court of Appeal opinion be vacated because AB5’s application to Uber was superseded by Proposition 22. Proposition 22 was a state ballot initiative that provides a framework for drivers that use platforms like ours to qualify as independent workers. As a result of the passage of Proposition 22, drivers are able to maintain their status as independent contractors under California law, and we and our competitors are required to comply with the provisions of Proposition 22. Proposition 22 went into effect on December 16, 2020. The California Supreme Court declined the petition for review on February 10, 2021. The lawsuit was returned to the trial court following the appellate proceedings on February 22, 2021. On April 12, 2021, the California Attorney General, Uber and Lyft filed a stipulation to dissolve the preliminary injunction with the trial court. On April 16, 2021, the trial court signed an order granting the stipulation. Although the preliminary injunction has been dissolved, the lawsuit remains ongoing relating to claims by the California Attorney General for periods prior to enactment of Proposition 22. The parties petitioned to stay this matter pending coordination with other California employment related matters, which was granted and a coordination judge was assigned. The case had been stayed pending appeal of the denial of a motion to compel arbitration, however the California Supreme Court denied review on January 17, 2024, and the case was remitted back to the Superior Court on January 29, 2024 for further proceedings. On July 2, 2024, the Superior Court lifted the stay. We intend to continue to vigorously defend ourselves. 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. 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 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. 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. and Uber Switzerland GmbH. 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 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. 116 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 Additionally, we have received other lawsuits and governmental inquiries in other jurisdictions, and anticipate future claims, lawsuits, arbitration proceedings, administrative actions, and government investigations and audits challenging our classification of Drivers as independent contractors and not employees. We believe that our current and historical approach to classification is supported by the law and intend to continue to defend ourselves vigorously in these matters. However, the results of litigation and arbitration are inherently unpredictable and legal proceedings related to these claims, individually or in the aggregate, could have a material impact on our business, financial condition, results of operations and cash flows. Regardless of the outcome, litigation and arbitration of these matters can have an adverse impact on us because of defense and settlement costs individually and in the aggregate, diversion of management resources and other factors. State Unemployment Taxes New Jersey Department of Labor 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 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. The NJDOL has provided several assessments from February through October 2021. 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. 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 In 2014, the California employment development department (“CA EDD”) opened an audit to review whether drivers should be treated as employees or independent contractors. The department issued an assessment in 2016 for the periods of 2013 - 2015 and we have since reached an agreement with the CA EDD for this period. In 2022, we received requests for information related to an audit of a subsequent period, which covers the fourth quarter of 2017 through the fourth quarter of 2020. 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. 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 We recorded an estimated liability for contingencies related to non-income tax matters and are under audit by various domestic and foreign tax authorities with regard to such matters. The subject matter of these contingent liabilities and non-income tax audits primarily arise from the characterization for tax purposes of the transactions on the platform, as well as the application of certain employee benefits and employment and income taxes to our Drivers and Couriers. In jurisdictions with disputes connected to transactions on the platform, disputes involve the applicability of transactional taxes (such as sales tax, VAT, GST and similar taxes) or gross receipts taxes. In jurisdictions with disputes connected to employment or income taxes, disputes involve the applicability of withholding taxes related to employment taxes or back-up income tax withholding on payments made to Drivers, Couriers, and Merchants. Our estimated liability is inherently subjective due to the complexity and uncertainty of these matters and the judicial processes in certain jurisdictions; therefore, the final outcome could be materially different from the estimated liability recorded. United Kingdom 117 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 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. Other Legal and Regulatory Matters We have been or are currently subject to various government inquiries and investigations surrounding the legality of certain of our business practices, compliance with antitrust, anti-bribery and anti-corruption laws (including the Foreign Corrupt Practices Act) and other global regulatory requirements, labor laws, securities laws, data protection and privacy laws, consumer protection laws, environmental laws, and the infringement of certain intellectual property rights. We are investigating many of these matters and are implementing a number of recommendations to our managerial, operational and compliance practices, as well as strengthening our overall governance structure. In many cases, we are unable to predict the outcomes and implications of these inquiries and investigations on our business, which could be time consuming, costly to investigate, and require significant management attention. 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 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. Our insurance reserves include unpaid losses and loss adjustment expenses related to these claims. Indemnifications In the ordinary course of business, we often include standard indemnification provisions in our arrangements with third parties. Pursuant to these provisions, we may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with their activities or non-compliance with certain representations and warranties made by us. In addition, we have entered into indemnification agreements with our officers, directors, and certain current and former employees, and our certificate of incorporation and bylaws contain certain indemnification obligations. It is not possible to determine the maximum potential loss under these indemnification provisions / obligations because of the unique facts and circumstances involved in each particular situation. Note 15 – Variable Interest Entities Consolidated VIEs We consolidate VIEs in which we hold a variable interest and are the primary beneficiary. 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 VIEs. Uber Freight Holding Corporation 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 118 We do not consolidate VIEs in which we hold a variable interest but are not the primary beneficiary because we lack the power to direct the activities that most significantly impact the entities’ economic performance. 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 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, 2024 2025 Total assets (1) $ 678 $ 1,329 Maximum exposure to loss (2) 803 1,509 (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. 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, 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 As of December 31, 2024 and 2025, we owned 84 % and 90 %, respectively, of our subsidiary Freight Holding capital stock, or 80 % and 85 %, respectively, on a fully-diluted basis. The minority stockholders of Freight Holding include, among others: (i) holders of Freight Holding’s Series A and A-1 Preferred Stock; (ii) holders of common equity awards issued under the employee equity incentive plans; and (iii) current and former employees who hold fully vested shares. As of December 31, 2024, a total number of 356.7 million shares of Freight Holding were reserved, of which 225.4 million shares were available for grant and issuance. As of December 31, 2025, a total number of 356.7 million shares of Freight Holding were reserved, of which 163.1 million shares were available for grant and issuance. 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 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. 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. 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 In October 2020, Freight Holding entered into a 2020 Freight Series A Preferred Stock Purchase Agreement with a 2020 Freight Series A Investor. Pursuant to the 2020 Freight Series A Preferred Stock Purchase Agreement, the 2020 Freight Series A Investor agreed to invest an aggregate of $ 500 million in Freight Holding, which occurred over two closings, subject to customary closing conditions. 119 In October 2020, the initial closing occurred pursuant to the 2020 Freight Series A Preferred Stock Purchase Agreement and 2020 Freight Series A Investor invested $ 250 million in exchange for 124.7 million shares of Freight Series A preferred stock. In August 2022, the second closing occurred pursuant to the Freight Series A Preferred Stock Purchase Agreement and the 2020 Freight Series A Investor invested an additional $ 250 million in exchange for 124.7 million shares of Freight Series A preferred stock. Prior to their redemption in October 2024, the 2020 Freight Series A Investor was considered a related party to Freight Holding. We do not attribute the pro rata share of the Freight Holding’s loss to the redeemable non-controlling interests in Series A Preferred shares of Freight Holding because these shares are entitled to a liquidation preference and therefore do not participate in losses that would cause their interest to be below the liquidation preference. Upon liquidation, these Freight Series A preferred stock are entitled to the greater of either (i) a 1.5 x liquidation preference on their initial investment, as well as 6 % continuously compounding cumulative dividends that will be paid before any distribution to common shareholders or (ii) the fair value of their investment (the “Freight Series A Liquidation Preference”). The dividend, along with any attributed prorated share of Freight Holding’s net income (if applicable), are included in net income (loss) attributable to non-controlling interests, net of tax in our consolidated statements of operations. 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. 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. Based on the Freight Series A Liquidation Preference, this redeemable non-controlling interest was re-measured to its full estimated redemption value with an adjustment of $ 286 million. Upon the redemption date in October 2024, we repurchased the 2020 Freight Series A Investor’s Freight Series A preferred stock in cash for $ 851 million. In July 2021, we entered into a Series A preferred stock purchase agreement and sold shares of Freight Holding's Series A Preferred Stock to The Public Investment Fund, which is an investor in Uber, representing 4 % ownership interest on a fully diluted basis at the time of the sale. As of December 31, 2024 and 2025, the Freight Series A preferred stock held by the Public Investment Fund were classified as non-redeemable non-controlling interests as these shares of preferred stock are not subject to any mandatory redemption rights or redemption rights that are outside our control . Freight Series A-1 Preferred Stock In November 2021, Freight Holding entered into a 2021 Series A-1 Preferred Stock Purchase Agreement with Freight Series A-1 Investors. Pursuant to the 2021 Series A-1 Preferred Stock Purchase Agreement, the Freight Series A-1 Investors agreed to invest an aggregate of $ 550 million in Freight Holding in exchange for Freight Series A-1 preferred stock. Freight Series A-1 Investors have basic rights and preferences which primarily include: one vote per share; conversion rights to common shares; 6 % cumulative dividend preference and liquidation preference (a 1.0 x liquidation preference of original issuance price plus cumulative unpaid dividends). The accruing dividends are compounding annually, and are only payable when dividends are declared by Freight Holding’s Board. The dividend, along with any attributed prorated share of Freight Holding’s net income (if applicable), are included in net income (loss) attributable to non-controlling interests, net of tax in our consolidated statements of operations. As of December 31, 2024 and 2025, the Freight Series A-1 preferred stock held by the Freight Series A-1 Investors were classified as non-redeemable non-controlling interests as t hese shares of preferred stock are not subject to any mandatory redemption rights or redemption rights that are outside our control . Freight Holding Supplier Financing Program Freight Holding utilizes a third-party financial institution that allows our suppliers to be paid by the third-party financial institution earlier than the due date on the applicable invoice at a discounted price. In general, supplier invoices financed by the third-party financial institution are due for payment by Freight Holding within thirty days . As of December 31, 2024 and 2025, the liability related to Freight Holding’s supplier financing program are included within accounts payable on the consolidated balance sheets. A rollforward of Freight Holding obligations confirmed and paid during the year is presented below (in millions): Year Ended December 31, 2025 Confirmed obligations outstanding balance at the beginning of the year $ 100 Invoices confirmed during the year 2,358 Confirmed invoices paid during the year ( 2,326 ) Confirmed obligations outstanding at the end of the year $ 132 Trendyol GO 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, 120 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 Trendyol GO 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): Fair Value Current assets $ 64 Goodwill 712 Intangible assets 132 Other long-term assets 6 Total assets acquired 914 Current liabilities ( 67 ) Deferred tax liability ( 23 ) Total liabilities assumed ( 90 ) Less: 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 Total $ 132 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 Divestiture of Careem Technologies In December 2023, we divested Careem’s non-ridesharing business and completed the agreement with e& whereby e& contributed $ 400 million to Careem Technologies in exchange for a majority equity interest. Refer to Note 4 – Equity Method Investments for further information. 121 The following table presents the gain on sale of the interest in Careem Technologies. The gain associated with the divestiture was included in other income (expense), net in the consolidated statement of operations (in millions): Year Ended December 31, 2023 Fair value of common shares received $ 300 Cash consideration received 40 Net consideration received for sale of interest in Careem Technologies 340 Carrying value of net assets transferred ( 136 ) Gain on the sale of interest in Careem Technologies $ 204 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 The table below details the activity of the allowance for doubtful accounts, deferred tax asset valuation allowance, and insurance reserves (in millions): Balance at Beginning of Period Additions (1), (2) Deductions (2) Other (4) Balance at End of Period Year Ended December 31, 2023 Allowance for doubtful accounts $ 80 $ 245 $ ( 234 ) $ — $ 91 Deferred tax asset valuation allowance $ 13,971 $ 81 $ ( 107 ) $ — $ 13,945 Insurance reserves (4) $ 4,754 $ 3,544 $ ( 1,526 ) $ 214 $ 6,986 Year Ended December 31, 2024 Allowance for doubtful accounts $ 91 $ 252 $ ( 248 ) $ — $ 95 Deferred tax assets valuation allowance $ 13,945 $ 241 $ ( 7,919 ) $ — $ 6,267 Insurance reserves (3), (4) $ 6,986 $ 4,489 $ ( 1,696 ) $ 17 $ 9,796 Year Ended December 31, 2025 Allowance for doubtful accounts $ 95 $ 249 $ ( 253 ) $ — $ 91 Deferred tax assets valuation allowance $ 6,267 $ 66 $ ( 5,021 ) $ — $ 1,312 Insurance reserves (3), (4) $ 9,796 $ 4,879 $ ( 2,421 ) $ 209 $ 12,463 (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, 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. (4) Other represents the change in the insurance reserve for which there is a corresponding insurance recoverable. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 122