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What changed in Uber's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Uber's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+367 added−381 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-14)

Top changes in Uber's 2025 10-K

367 paragraphs added · 381 removed · 317 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

23 edited+3 added−2 removed72 unchanged
Biggest changeSome examples of our advocacy to preserve flexibility of work while expanding access to benefits and protections are as follows: ◦ In Washington State, we partnered with industry and labor to support a bill regulating rideshare, including minimum earnings, sick leave, paid family and medical leave, and workers’ compensation coverage for drivers. ◦ In New York and Massachusetts, we reached agreements with the Attorneys General that introduce new protections for rideshare drivers in these states, including minimum earnings and various benefits. ◦ In France, we reached a number of sectoral bargaining agreements with elected workers’ representatives to implement new standards related to minimum guaranteed revenues for couriers, minimum fare per trip for drivers, and deactivation transparency and appeals process for both. • Protections and benefits : We partner with leading insurance companies around the world to pioneer protections for independent workers. • Earnings : We are continually developing new technology that Drivers can use to acquire information that may help them save on costs and make informed choices about where and when to drive (based on when and where their earnings potential is highest). • Learning and Growth : We have partnered with learning and academic institutions to provide opportunities to eligible Drivers and/or their family members through undergraduate degree programs and courses on entrepreneurship, skills 8 development and language learning.
Biggest changeThe agreement invites collaboration on topics such as trade union representation, freedom of association and bargaining, working conditions, health and safety, social protections, and dispute resolution. ◦ Spain: In 2024, Uber Eats and the UGT (Unión General de Trabajadores) signed a memorandum of understanding aimed at improving working conditions for platform workers across the entire delivery sector, focusing on safety, training, and collective representation. ◦ We welcomed a number of policy developments and agreements across the globe, including: ▪ In Canada, the provinces of British Columbia and Ontario introduced laws guaranteeing minimum earnings, transparency, and deactivation notices for platform drivers and couriers, while preserving their independent contractor status. ▪ In Australia, the passage of the Fair Work Legislation Amendment affirms platform workers’ independent status while guaranteeing access to minimum pay standards, superannuation, and deactivation protections. 8 • Protections and benefits : We partner with leading insurance companies around the world to pioneer protections for independent workers. • Earnings : We are continually developing new technology that Drivers can use to acquire information that may help them save on costs and make informed choices about where and when to drive (based on when and where their earnings potential is highest). • Learning and Growth : We have partnered with learning and academic institutions to provide opportunities to eligible Drivers and/or their family members through undergraduate degree programs and courses on entrepreneurship, skills development and language learning.
We also provide comprehensive reporting and analysis, which helps brands fine-tune their understanding of consumers and create more impactful campaigns as they connect with consumers at relevant points throughout their journeys and transactions. We believe that our advertising further strengthens the power of our platform and will continue to do so as we onboard more advertisers.
We provide comprehensive reporting and analysis, which helps brands fine-tune their understanding of consumers and create more impactful campaigns as they connect with consumers at relevant points throughout their journeys and transactions. We believe that our advertising further strengthens the power of our platform and will continue to do so as we onboard more advertisers.
Over the last several years, our Delivery business has expanded to include Uber Direct, our white-label Delivery-as-a-Service offering to retailers and restaurants around the world, as well as advertising opportunities. Freight We believe that Freight is revolutionizing the logistics industry.
Over the last several years, our Delivery business has expanded to include Uber Direct, our white-label Delivery-as-a-Service offering to retailers and restaurants around the world, as well as advertising. Freight We believe that Freight is revolutionizing the logistics industry.
After launching our Delivery app, Uber Eats, over nine years ago, we believe our Delivery offering increases consumer engagement with the Uber platform overall, which in turn results in broader reach for our Merchants who can attract Uber Eats consumers from Uber without increasing their own costs.
After launching our Delivery app, Uber Eats, over ten years ago, we believe our Delivery offering increases consumer engagement with the Uber platform overall, which in turn results in broader reach for our Merchants who can attract Uber Eats consumers from Uber without increasing their own costs.
In more than 15,000 cities around the world (as of December 31, 2024), our network powers movement at the touch of a button for millions, and we hope eventually billions, of people. Leading Technology We have built proprietary marketplace, routing, and payments technologies.
In more than 15,000 cities around the world (as of December 31, 2025), our network powers movement at the touch of a button for millions, and we hope eventually billions, of people. Leading Technology We have built proprietary marketplace, routing, and payments technologies.
In addition, public transportation can be a superior substitute to our Mobility offering and in many cases, offers a faster and lower-cost travel option in many cities. We also compete with other ridesharing companies for Drivers and Riders, including Bolt, Didi, Grab, Lyft, and Ola. • Delivery .
In addition, public transportation can be a superior substitute to our Mobility offering and in many cases, offers a faster and lower-cost travel option in many cities. We also compete with other ridesharing companies for Drivers and Riders, including Bolt, Didi, Lyft, and Ola.
Our technology is available in over 70 countries 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). Our Segments As of December 31, 2024, we had three operating and reportable segments: Mobility, Delivery and Freight.
Our technology is available in over 70 countries around the world, principally in the United States (“U.S.”) and Canada, Latin America (“LatAm”), Europe (excluding Russia), the Middle East, Africa, and Asia Pacific (“APAC”, excluding China and Southeast Asia). Our Segments As of December 31, 2025, we had three operating and reportable segments: Mobility, Delivery and Freight.
We now offer a model that enables brands to partner with Uber on a variety of advertising options on the Uber and Uber Eats apps, and beyond, while connecting with consumers in brand-safe and captivating ways.
We also offer a model that enables brands to partner with Uber on a variety of advertising options on the Uber and Uber Eats apps, and beyond, while connecting with consumers in brand-safe and captivating ways.
Massive Network Our massive, efficient, and intelligent network consists of tens of millions of Drivers, consumers, Merchants, Shippers and Carriers, as well as underlying data, technology, and shared infrastructure. Our network becomes smarter with every trip.
Massive Network Our massive, efficient, and intelligent network consists of hundreds of millions of Drivers, consumers, Merchants, Shippers and Carriers, as well as underlying data, technology, and shared infrastructure. Our network becomes smarter with every trip.
Robinson, Total Quality Logistics, RXO, XPO, Echo Global Logistics, DHL, and NEXT Trucking. Government Regulation We operate in a particularly complex legal and regulatory environment.
Robinson, Total Quality Logistics, RXO, XPO, Echo Global Logistics, and DHL. Government Regulation We operate in a particularly complex legal and regulatory environment.
Our Delivery offering competes with numerous companies in the meal, grocery and other delivery space in various regions for drivers, consumers, and merchants, including DoorDash, Deliveroo, Glovo, Instacart, Gopuff, Rappi, iFood, Delivery Hero, Just Eat Takeaway, and Amazon.
Our Delivery offering competes with numerous companies in the meal, grocery and other delivery space in various regions for Drivers, consumers, and merchants, including DoorDash, Instacart, Gopuff, Rappi, Delivery Hero, Just Eat Takeaway, and Amazon.
Human Capital at Uber Employees We are a global company and as of December 31, 2024, we and our subsidiaries had approximately 31,100 employees globally and operations in over 70 countries and more than 15,000 cities around the world.
Human Capital at Uber Employees We are a global company and as of December 31, 2025, we and our subsidiaries had approximately 34,000 employees globally and operations in over 70 countries and more than 15,000 cities around the world.
We believe that the best ideas can come from anywhere, both inside and outside our company. In locations around the world, we are piloting innovative ways for Drivers to participate in meaningful dialogue with us.
We believe that the best ideas can come from anywhere, both inside and outside our company. In locations around the world, we continue to explore innovative ways for Drivers to participate in meaningful dialogue with us.
We face significant competition in each of the mobility and delivery industries globally and in the logistics industry in the United States and Canada from existing, well-established, and low-cost alternatives, and in the future we expect to face competition from new market entrants given the low barriers to entry that characterize these industries.
We face significant competition in each of the mobility and delivery industries globally and in the logistics industry in the North America from existing, well-established, and low-cost alternatives, and in the future we expect to face competition from new market entrants given the low barriers to entry that characterize these industries.
For example, Delivery attracts new consumers to our network—for the three months ended December 31, 2024, approximately 61% of first-time Delivery consumers were new to our platform.
For example, Delivery attracts new consumers to our network—for the three months ended December 31, 2025, approximately 58% of first-time Delivery consumers were new to our platform.
Outside of the United States, certain jurisdictions have adopted similar laws, rules, and regulations while other jurisdictions have not adopted any laws, rules, and regulations which govern our Mobility business.
Outside of the United States, certain jurisdictions have adopted similar laws, rules, and regulations while other jurisdictions have not adopted any laws, rules, and regulations which govern our Mobility business. Further, certain jurisdictions have adopted laws, rules, and regulations banning certain ridesharing products or imposing extensive operational restrictions.
For example, since its launch in 2018, our partnership with Arizona State University has enrolled nearly 15,000 Drivers and their family members in English language learning and entrepreneurship courses. • Engagement : We are focused on listening to and responding to the ideas and concerns of Drivers and Merchants who use our platform.
For example, since its launch in 2018, our partnership with Arizona State University has enrolled nearly 8,850 Drivers and their family members in the Arizona State University Uber Educational Program with full tuition coverage, and more than 10,000 Drivers and their family members have had over 19,000 enrollments in English language learning and entrepreneurship courses. • Engagement : We remain focused on listening to and responding to the ideas and concerns of Drivers and Merchants who use our platform.
During October 2022, we officially launched Uber’s advertising division and introduced Uber Journey Ads, an engaging way for brands to connect with consumers throughout the entire ride process.
Advertising We are also utilizing our data and scale to offer marketplace-centric advertising to connect merchants and brands with our platform network and unlocking cross-platform advertising formats. During October 2022, we officially launched Uber’s advertising division and introduced Uber Journey Ads, an engaging way for brands to connect with consumers throughout the entire ride process.
These regulations generally focus on companies that operate websites or mobile apps that connect individual drivers with their own vehicles to passengers willing to pay to be driven to their destinations.
Substantially all states in the United States and numerous municipalities in the United States and around the world have adopted Transportation Network Company (“TNC”) regulations. These regulations generally focus on companies that operate websites or mobile apps that connect individual drivers with their own vehicles to passengers willing to pay to be driven to their destinations.
Additionally, for the three months ended December 31, 2024, consumers who used both Mobility and Delivery generated 11.4 Trips per month on average, compared to 5.2 Trips per month on average for consumers who used a single offering in cities where both Mobility and Delivery were offered.
Additionally, for the three months ended December 31, 2025, consumers who used both Mobility and Delivery generated over three times the Gross Bookings as compared to consumers who used a single offering in countries where both Mobility and Delivery were offered.
We believe that these trends will improve as we further leverage the power of our platform. Membership With our platform, we are making it even easier for our consumers to unlock convenience—Uber One is our single cross-platform membership program that brings together the best of Uber.
Membership With our platform, we are making it even easier for our consumers to unlock convenience—Uber One is our single cross-platform membership program that brings together the best of Uber. Uber One members have access to discounts, cash back, special pricing, priority service, and exclusive perks across our rides, delivery and grocery and retail offerings.
Our membership programs are designed to make utilizing our suite of products a seamless and rewarding experience for our consumers. As of December 31, 2024, Uber One member base reached 30 million. Advertising We are also utilizing our data and scale to offer marketplace-centric advertising to connect merchants and brands with our platform network and unlocking cross-platform advertising formats.
Uber One is available in over 30 countries. Our Uber One membership program is designed to make utilizing our suite of products a seamless and rewarding experience for our consumers. As of December 31, 2025, Uber One member base reached 46 million.
In addition, our Delivery and Freight products are also subject to laws, regulations and standards that govern the transportation of food, alcohol and other goods. Substantially all states in the United States and numerous municipalities in the United States and around the world have adopted Transportation Network Company (“TNC”) regulations.
This uncertainty and fragmented regulatory environment creates significant complexities for our business and operating model. In addition, our Delivery and Freight products are also subject to laws, regulations and standards that govern the transportation of food, alcohol and other goods.
Removed
Uber One members have access to discounts, special pricing, priority service, and exclusive perks across our rides, delivery and grocery and retail offerings. Uber One is available in over 30 countries. Our Eats Pass membership program continues to remain available in select cities as a subscription offering.
Added
We believe that these trends will improve as we further leverage the power of our platform, especially as only approximately one in five eligible consumers are currently active monthly across both of our businesses.
Removed
Further, certain jurisdictions, including Argentina, Germany, Italy, Japan, South Korea, and Spain, six countries that we have identified as expansion markets, have adopted laws, rules, and regulations banning certain ridesharing products or imposing extensive operational restrictions. This uncertainty and fragmented regulatory environment creates significant complexities for our business and operating model.
Added
There are also a number of companies developing and introducing autonomous vehicles and technologies that either are competing with us or may compete with us in the future, including Alphabet (Waymo), Amazon (Zoox), and Tesla. • Delivery .
Added
Some examples of our advocacy to preserve flexibility of work while expanding access to benefits and protections are as follows: ◦ Global: We renewed our agreement with the ITF (International Transport Workers’ Federation), a democratic, affiliate-led federation of over 700 transport workers’ unions from 150 countries, representing 16.5 million workers.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe Standard is a comprehensive set of requirements for enhancing payment account data security developed by the PCI Security Standards Council to 24 help facilitate the broad adoption of consistent data security measures. Our failure to comply with the Standard and other network operating rules could result in fines or restrictions on our ability to accept payment cards.
Biggest changeWe are required by our payment processors to comply with payment card network operating rules, including the Payment Card Industry (“PCI”) and Data Security Standard (the “Standard”). The Standard is a comprehensive set of requirements for enhancing payment account data security developed by the PCI Security Standards Council to help facilitate the broad adoption of consistent data security measures.
As we and our competitors introduce new products and offerings, and as existing products evolve, we expect to become subject to additional competition.
As we and our competitors introduce new products and offerings, and as existing products and offerings evolve, we expect to become subject to additional competition.
The process of integrating an acquired company, business, or technology or acquired personnel into our company is subject to various risks and challenges, including: • diverting management time and focus from operating our business to acquisition integration; • disrupting our ongoing business operations; • platform user acceptance of the acquired company’s offerings; • implementing or remediating the controls, procedures, and policies of the acquired company; • integrating the acquired business onto our systems and ensuring the acquired business meets our financial reporting requirements and timelines; • retaining and integrating acquired employees, including aligning incentives between acquired employees and existing employees, managing cultural differences between acquired businesses and our business, as well as managing costs associated with eliminating redundancies or transferring employees on acceptable terms with minimal business disruption; 32 • maintaining important business relationships and contracts of the acquired business; • integrating the brand identity of an acquired company with our own; • integrating companies that have significant operations or that develop products where we do not have prior experience; • liability for pre-acquisition activities of the acquired company; • litigation or other claims or liabilities arising in connection with the acquisition or the acquired company; and • impairment charges associated with goodwill, long-lived assets, investments, and other acquired intangible assets.
The process of integrating an acquired company, business, or technology or acquired personnel into our company is subject to various risks and challenges, including: • diverting management time and focus from operating our business to acquisition integration; • disrupting our ongoing business operations; • platform user acceptance of the acquired company’s offerings; • implementing or remediating the controls, procedures, and policies of the acquired company; 32 • integrating the acquired business onto our systems and ensuring the acquired business meets our financial reporting requirements and timelines; • retaining and integrating acquired employees, including aligning incentives between acquired employees and existing employees, managing cultural differences between acquired businesses and our business, as well as managing costs associated with eliminating redundancies or transferring employees on acceptable terms with minimal business disruption; • maintaining important business relationships and contracts of the acquired business; • integrating the brand identity of an acquired company with our own; • integrating companies that have significant operations or that develop products where we do not have prior experience; • liability for pre-acquisition activities of the acquired company; • litigation or other claims or liabilities arising in connection with the acquisition or the acquired company; and • impairment charges associated with goodwill, long-lived assets, investments, and other acquired intangible assets.
If Careem becomes subject to liability as a result of this or other data security incidents or if we fail to remediate this or any other data security incident that Careem or we experience, we may face harm to our brand, business disruption, and significant liabilities.
If Careem becomes subject to liability as a result of this or other data security incidents or if we fail to remediate this or any other data security incident that Careem or we experience, we may face harm to our brand, business disruption, and significant liabilities.
If such third parties interfere with the distribution of our products or offerings or with our use of such software, our business would be adversely affected. • We will require additional capital to support the growth of our business, and this capital might not be available on reasonable terms or at all. • If we are unable to successfully identify, acquire and integrate suitable businesses, our operating results and prospects could be harmed, and any businesses we acquire may not perform as expected or be effectively integrated. • We may continue to be blocked from or limited in providing or operating our products and offerings in certain jurisdictions, and may be required to modify our business model in those jurisdictions as a result. • Our business is subject to numerous legal and regulatory risks that could have an adverse impact on our business and future prospects. • Our business is subject to extensive government regulation and oversight relating to the provision of payment and financial services. • We face risks related to our collection, use, transfer, disclosure, and other processing of data, which have resulted and may result in investigations, inquiries, litigation, fines, legislative and regulatory action, and negative press about our privacy and data protection practices. • If we are unable to protect our intellectual property, or if third parties are successful in claiming that we are misappropriating the intellectual property of others, we may incur significant expense and our business may be adversely affected. 10 • The market price of our common stock has been, and may continue to be, volatile or may decline steeply or suddenly regardless of our operating performance, and we may not be able to meet investor or analyst expectations.
If such third parties interfere with the distribution of our products or offerings or with our use of such software, our business would be adversely affected. • We will require additional capital to support the growth of our business, and this capital might not be available on reasonable terms or at all. • If we are unable to successfully identify, acquire and integrate suitable businesses, our operating results and prospects could be harmed, and any businesses we acquire may not perform as expected or be effectively integrated. • We may continue to be blocked from or limited in providing or operating our products and offerings in certain jurisdictions, and may be required to modify our business model in those jurisdictions as a result. 10 • Our business is subject to numerous legal and regulatory risks that could have an adverse impact on our business and future prospects. • Our business is subject to extensive government regulation and oversight relating to the provision of payment and financial services. • We face risks related to our collection, use, transfer, disclosure, deletion and other processing of data, which have resulted and may result in investigations, inquiries, litigation, fines, legislative and regulatory action, and negative press about our privacy and data protection practices. • If we are unable to protect our intellectual property, or if third parties are successful in claiming that we are misappropriating the intellectual property of others, we may incur significant expense and our business may be adversely affected. • The market price of our common stock has been, and may continue to be, volatile or may decline steeply or suddenly regardless of our operating performance, and we may not be able to meet investor or analyst expectations.
Risk Factor Summary The following are some of these risks, any of which could have an adverse effect on our business financial condition, operating results, or prospects. • Our business would be adversely affected if Drivers were classified as employees, workers or quasi-employees instead of independent contractors. • The mobility, delivery, and logistics industries are highly competitive, with well-established and low-cost alternatives that have been available for decades, low barriers to entry, low switching costs, and well-capitalized competitors in nearly every major geographic region. • To remain competitive in certain markets, we have in the past lowered, and may continue to lower, fares or service fees, and we have in the past offered, and may continue to offer, significant Driver incentives and consumer discounts and promotions. • We have incurred significant losses, including in the United States and other major markets.
Risk Factor Summary The following are some of these risks, any of which could have an adverse effect on our business financial condition, operating results, or prospects. • Our business would be adversely affected if Drivers were classified as employees, workers or quasi-employees instead of independent contractors. • The mobility, delivery, and logistics industries are highly competitive, with well-established and low-cost alternatives that have been available for decades, low barriers to entry, low switching costs, and well-capitalized competitors in nearly every major geographic region. 9 • To remain competitive in certain markets, we have in the past lowered, and may continue to lower, fares or service fees, and we have in the past offered, and may continue to offer, significant Driver incentives and consumer discounts and promotions. • We have incurred significant losses, including in the United States and other major markets.
We expect our operating expenses to increase in the foreseeable future, and we may not maintain profitability. • If we are unable to attract or maintain a critical mass of Drivers, consumers, merchants, Shippers, and Carriers, whether as a result of competition or other factors, our platform will become less appealing to platform users. • Our business depends on retaining and attracting high-quality personnel, and continued attrition, future attrition, or unsuccessful succession planning could adversely affect our business. 9 • Maintaining and enhancing our brand and reputation is critical to our business prospects.
We expect our operating expenses to increase in the foreseeable future, and we may not maintain profitability. • If we are unable to attract or maintain a critical mass of Drivers, consumers, merchants, Shippers, and Carriers, whether as a result of competition or other factors, our platform will become less appealing to platform users. • Our business depends on retaining and attracting high-quality personnel, and continued attrition, future attrition, or unsuccessful succession planning could adversely affect our business. • Maintaining and enhancing our brand and reputation is critical to our business prospects.
These risks include, among others: • operational and compliance challenges caused by distance, language, and cultural differences; • the resources required to localize our business, which requires the translation of our mobile app and website into foreign languages and the adaptation of our operations to local practices, laws, and regulations and any changes in such practices, 18 laws, and regulations; • laws and regulations more restrictive than those in the United States, including laws governing competition, pricing, payment methods, Internet activities, transportation services (such as taxis and vehicles for hire), transportation network companies (such as ridesharing), logistics services, payment processing and payment gateways, real estate tenancy laws, tax and social security laws, employment and labor laws, driver screening and background checks, licensing regulations, email messaging, privacy, location services, collection, use, processing, or sharing of personal information, ownership of intellectual property, and other activities important to our business; • competition with companies or other services (such as taxis or vehicles for hire) that understand local markets better than we do, that have pre-existing relationships with potential platform users in those markets, or that are favored by government or regulatory authorities in those markets; • differing levels of social acceptance of our brand, products, and offerings; • differing levels of technological compatibility with our platform; • exposure to business cultures in which improper business practices may be prevalent; • legal uncertainty regarding our liability for the actions of platform users and third parties, including uncertainty resulting from unique local laws or a lack of clear legal precedent; • difficulties in managing, growing, and staffing international operations, including in countries in which foreign employees may become part of labor unions, employee representative bodies, or collective bargaining agreements, and challenges relating to work stoppages or slowdowns; • fluctuations in currency exchange rates; • managing operations in markets in which cash transactions are favored over credit or debit cards; • regulations governing the control of local currencies that impact our ability to collect fares on behalf of Drivers and remit those funds to Drivers in the same currencies, as well as higher levels of credit risk and payment fraud; • adverse tax consequences, including the complexities of foreign value added and digital services tax systems, and restrictions on the repatriation of earnings; • increased financial accounting and reporting burdens, and complexities associated with implementing and maintaining adequate internal controls; • difficulties in implementing and maintaining the financial systems and processes needed to enable compliance across multiple offerings and jurisdictions; • import and export restrictions and changes in trade regulation; • political, social, and economic instability abroad, war, including the conflict between Russia and Ukraine and conflicts in the Middle East, terrorist attacks and security concerns in general, and societal crime conditions that harm or disrupt the global economy and/or can directly impact platform users; • public health concerns or emergencies, including pandemics and other highly communicable diseases or viruses, outbreaks of which have from time to time occurred in various parts of the world in which we operate; and • reduced or varied protection for intellectual property rights in some markets.
These risks include, among others: • operational and compliance challenges caused by distance, language, and cultural differences; • the resources required to localize our business, which requires the translation of our mobile app and website into foreign languages and the adaptation of our operations to local practices, laws, and regulations and any changes in such practices, laws, and regulations; • laws and regulations more restrictive than those in the United States, including laws governing competition, pricing, payment methods, Internet activities, transportation services (such as taxis and vehicles for hire), transportation network companies (such as ridesharing), logistics services, payment processing and payment gateways, real estate tenancy laws, tax and social security laws, employment and labor laws, driver screening and background checks, licensing regulations, email messaging, privacy, location services, collection, use, processing, or sharing of personal information, ownership of intellectual property, AI, and other activities important to our business; • competition with companies or other services (such as taxis or vehicles for hire) that understand local markets better than we do, that have pre-existing relationships with potential platform users in those markets, or that are favored by government or regulatory authorities in those markets; • differing levels of social acceptance of our brand, products, and offerings; • differing levels of technological compatibility with our platform; • exposure to business cultures in which improper business practices may be prevalent; • legal uncertainty regarding our liability for the actions of platform users and third parties, including uncertainty resulting from unique local laws or a lack of clear legal precedent; • difficulties in managing, growing, and staffing international operations, including in countries in which foreign employees may become part of labor unions, employee representative bodies, or collective bargaining agreements, and challenges relating to work stoppages or slowdowns; • fluctuations in currency exchange rates; • managing operations in markets in which cash transactions are favored over credit or debit cards; • regulations governing the control of local currencies that impact our ability to collect fares on behalf of Drivers and remit those funds to Drivers in the same currencies, as well as higher levels of credit risk and payment fraud; • adverse tax consequences, including the complexities of foreign value added and digital services tax systems, and restrictions on the repatriation of earnings; • increased financial accounting and reporting burdens, and complexities associated with implementing and maintaining adequate internal controls; • difficulties in implementing and maintaining the financial systems and processes needed to enable compliance across multiple offerings and jurisdictions; • import and export restrictions and changes in trade regulation, including tariffs; • political, geopolitical, social, and economic instability abroad, war, including the conflict between Russia and Ukraine and conflicts in the Middle East, terrorist attacks and security concerns in general, and societal crime conditions that harm or disrupt the global economy and/or can directly impact platform users; 19 • public health concerns or emergencies, including pandemics and other highly communicable diseases or viruses, outbreaks of which have from time to time occurred in various parts of the world in which we operate; and • reduced or varied protection for intellectual property rights in some markets.
Public responses to our safety reports or any future safety reports or similar public reporting of safety incidents claimed to have occurred on our platform, which may include disclosure of reports provided to regulators and other government authorities, as well as public responses to any third-party assessments of our civil rights impact, may continue to result in positive and negative media coverage, increased regulatory scrutiny, and litigation, and could adversely affect our reputation with platform users.
Public responses to our safety reports or any future safety reports or similar public reporting of safety incidents claimed to have occurred on our platform, which may include disclosure of reports provided to regulators and other government authorities, as well as public responses to any third-party 15 assessments of our civil rights impact, may continue to result in positive and negative media coverage, increased regulatory scrutiny, and litigation, and could adversely affect our reputation with platform users.
Factors such as inflation, increased fuel prices, and increased vehicle purchase, rental, insurance, or maintenance costs, including increased prices of new and used vehicle parts as a result of recent global supply chain challenges, and increased fuel prices as result of the conflict between Russia and Ukraine and the conflict in the Middle East, have and may continue to increase the costs incurred by Drivers and Carriers when providing services on our platform.
Factors such as inflation, increased fuel prices, and increased vehicle purchase, rental, insurance, or maintenance costs, including increased prices of new and used vehicle parts as a result of recent tariffs, global supply chain challenges, and increased fuel prices as result of the conflict between Russia and Ukraine and the conflict in the Middle East, have and may continue to increase the costs incurred by Drivers and Carriers when providing services on our platform.
While we have taken significant steps to rehabilitate our brand and reputation, the successful rehabilitation of our brand will depend largely on maintaining a good reputation, minimizing the number of safety incidents, continuing an improved culture and workplace practices, improving our compliance programs, continuing to invest in safety features and improvements, maintaining a 15 high quality of service and ethical behavior, and continuing our marketing and public relations efforts.
While we have taken significant steps to rehabilitate our brand and reputation, the successful rehabilitation of our brand will depend largely on maintaining a good reputation, minimizing the number of safety incidents, continuing an improved culture and workplace practices, improving our compliance programs, continuing to invest in safety features and improvements, maintaining a high quality of service and ethical behavior, and continuing our marketing and public relations efforts.
Increased attention to, and evolving expectations regarding sustainability matters may adversely impact our business, reputation and liabilities, including in the context of certain goals we have announced. Companies across all industries and around the globe are facing increasing scrutiny relating to their environmental and social initiatives and activities by investors, lenders, regulators, customers, employees and other stakeholders.
Increased attention to, and evolving expectations regarding environmental and social matters may adversely impact our business, reputation and liabilities, including in the context of certain goals we have announced. Companies across all industries and around the globe are facing increasing scrutiny relating to their environmental and social initiatives and activities by investors, lenders, regulators, customers, employees and other stakeholders.
Any failure to prevent or mitigate security breaches or improper access to, or use, acquisition, disclosure, alteration or destruction of, any such data could result in significant liability and a material loss of revenue resulting from the adverse impact on our reputation and brand, a diminished ability to retain or attract new platform users, and disruption to our business.
Any failure to prevent or mitigate security breaches or improper access to, or use, acquisition, disclosure, alteration or destruction of, any such data 22 could result in significant liability and a material loss of revenue resulting from the adverse impact on our reputation and brand, a diminished ability to retain or attract new platform users, and disruption to our business.
Alternatively, if economic conditions improve, it could lead to Drivers obtaining additional or alternative opportunities for work, which could negatively impact the number of Drivers on our platform, and thereby reduce our 27 network liquidity. Increases in fuel, food, labor, energy, and other costs due to inflation and other factors could adversely affect our operating results.
Alternatively, if economic conditions improve, it could lead to Drivers obtaining additional or alternative opportunities for work, which could negatively impact the number of Drivers on our platform, and thereby reduce our network liquidity. Increases in fuel, food, labor, energy, and other costs due to inflation and other factors could adversely affect our operating results.
In certain jurisdictions such as Brazil, serious safety incidents resulting in robberies and violent, fatal attacks on Drivers while using our platform have been reported. If we are not able to adequately address any of these concerns, we could suffer significant reputational harm, which could adversely impact our business.
In certain jurisdictions such as Brazil, serious safety incidents resulting in robberies and violent, fatal attacks on Drivers while using our platform have been reported. 24 If we are not able to adequately address any of these concerns, we could suffer significant reputational harm, which could adversely impact our business.
These investments or strategic transactions, along with other competitive advantages discussed above, may allow our competitors to compete more effectively against us and continue to lower their prices, offer Driver incentives or consumer discounts and promotions, or otherwise attract Drivers, consumers, merchants, Shippers, and Carriers to their platform and away from ours.
These investments or strategic transactions, along with other competitive advantages discussed above, may allow our competitors to compete more effectively against us and continue to lower their prices, offer Driver incentives or consumer discounts and promotions, or otherwise attract Drivers, consumers, merchants, Shippers, and 13 Carriers to their platform and away from ours.
Europe, the United States and other countries are enacting or may consider comprehensive legal compliance frameworks specifically for AI, which is a trend that may increase now that European lawmakers have passed the first such framework, the European Artificial Intelligence Act (“AI Act”), which came into effect in August 2024.
Europe, 25 the United States and other countries are enacting or may consider comprehensive legal compliance frameworks specifically for AI, which is a trend that may increase now that European lawmakers have passed the first such framework, the European Artificial Intelligence Act (“AI Act”), which came into effect in August 2024.
In addition, in March 2022, a Washington state bill was signed into law establishing a minimum pay standard for drivers providing services on our platform, and other jurisdictions have in the past considered or may consider regulations which would implement minimum wage requirements or permit drivers to negotiate for 33 minimum wages while providing services on our platform.
In addition, in March 2022, a Washington state bill was signed into law establishing a minimum pay standard for drivers providing services on our platform, and other jurisdictions have in the past considered or may consider regulations which would implement minimum wage requirements or permit drivers to negotiate for minimum wages while providing services on our platform.
We also take certain measures to protect against fraud, help increase safety, and prevent privacy and security breaches, including terminating access to our platform for users with low ratings or reported incidents, and imposing certain qualifications for Drivers and merchants, which may damage our relationships with 14 platform users or discourage or diminish their use of our platform.
We also take certain measures to protect against fraud, help increase safety, and prevent privacy and security breaches, including terminating access to our platform for users with low ratings or reported incidents, and imposing certain qualifications for Drivers and merchants, which may damage our relationships with platform users or discourage or diminish their use of our platform.
As another example, in December 2024, the Mexican Congress passed a bill to amend Mexico’s Federal Labor 11 Law and reclassify all mobility and delivery earners who make more than one minimum salary a month as employees, with traditional labor law rights, including sharing into the profits of the company.
As another example, in December 2024, the Mexican Congress passed a bill to amend Mexico’s Federal Labor Law and reclassify all mobility and delivery earners who make more than one minimum salary a month as employees, with traditional labor law rights, including sharing into the profits of the company.
If we are unable to achieve sustained profits, our prospects would be adversely affected and investors may lose some or all of the value of their investment. If our growth slows more significantly than we currently expect, we may not be able to maintain profitability, which would adversely affect our financial results and future prospects.
If we are unable to achieve sustained profits, our prospects would be adversely affected and investors may lose some or all of the value of their investment. 20 If our growth slows more significantly than we currently expect, we may not be able to maintain profitability, which would adversely affect our financial results and future prospects.
As a result of the large and expanding scale of our international business activities, many of these changes to the taxation of our activities could increase our worldwide effective tax rate and harm our financial position, operating results, and cash flows. Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
As a result of the large and expanding scale of our international business activities, many of these changes to the taxation of our activities could increase our worldwide effective tax rate and harm our financial position, operating 31 results, and cash flows. Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
The GDPR further provides that EU member states may institute additional laws and regulations impacting the processing of personal data, including (i) special categories of personal data (e.g., racial or ethnic origin, political opinions, and religious or philosophical beliefs) and (ii) certain decisions based solely on automated processing, including profiling.
The GDPR further provides that EU member states may institute additional laws and regulations impacting the processing of personal data, including (i) special categories of personal data (e.g., racial or ethnic origin, political opinions, and religious or philosophical 37 beliefs) and (ii) certain decisions based solely on automated processing, including profiling.
We collect, use, and process a variety of personal data, such as email addresses, mobile phone numbers, profile photos, location information, drivers’ license numbers and Social Security numbers of Drivers, consumer payment card information, and Driver and merchant bank account information. As such, we are an attractive target of data security attacks by third parties and insiders.
We collect, use, and process a variety of personal data, such as email addresses, mobile phone numbers, profile photos, location information, drivers’ license numbers and Social Security numbers, consumer payment card information, and Driver and merchant bank account information. As such, we are an attractive target of data security attacks by third parties and insiders.
Our efforts on this front may be unsuccessful as a result of, for example, software bugs or other technical malfunctions; employee, contractor, or vendor error or malfeasance; government surveillance; or other threats that evolve, and we may incur significant costs in protecting against or remediating cyberattacks.
Our efforts on this front may be unsuccessful as a result of, for example, software bugs or other technical malfunctions; employee, contractor, or vendor error or malfeasance; government surveillance; or other threats that evolve, and we may incur significant costs in protecting against or remediating 23 cyberattacks.
A deterioration of general macroeconomic conditions, including slower growth or recession, inflation and higher interest rates, changes in labor market dynamics, or decreases in consumer spending power may harm our results of operations. For example, inflation has increased and is expected to increase our insurance costs.
A deterioration of general macroeconomic conditions, including slower growth or recession, 27 inflation and higher interest rates, changes in labor market dynamics, or decreases in consumer spending power may harm our results of operations. For example, inflation has increased and is expected to increase our insurance costs.
We are not able to control or predict the actions of platform users and third parties, either during their use of our platform or otherwise, and we may be unable to protect or provide a safe environment for Drivers and consumers as a result of certain actions by Drivers, consumers, merchants, Carriers, and third parties.
We are not able to control or predict the actions of platform users and third parties, either during their use of our platform or otherwise, and we may be unable to protect or provide a safe environment for Drivers and consumers as a result of certain actions by 17 Drivers, consumers, merchants, Carriers, and third parties.
Additional compliance requirements may compel us to revise or expand our compliance program, including the procedures we use to verify the identity of platform users and monitor international and domestic transactions. 39 Drivers may become subject to increased licensing requirements, and we may be required to obtain additional licenses or cap the number of Drivers using our platform.
Additional compliance requirements may compel us to revise or expand our compliance program, including the procedures we use to verify the identity of platform users and monitor international and domestic transactions. Drivers may become subject to increased licensing requirements, and we may be required to obtain additional licenses or cap the number of Drivers using our platform.
We receive significant media coverage, including negative publicity regarding our brand and reputation, and while we have taken significant steps to rehabilitate our brand and reputation, failure to maintain and enhance our brand and reputation will cause our business to suffer. • We may fail to offer autonomous vehicle technologies on our platform, fail to offer such technologies on our platform before our competitors, or such technologies may fail to perform as expected, may be inferior to those offered by our competitors, or may be perceived as less safe than those offered by competitors or non-autonomous vehicles. • If we are unable to optimize our organizational structure or effectively manage our growth, our financial performance and future prospects will be adversely affected. • Our historical workplace culture and forward-leaning approach created operational, compliance, and cultural challenges and our efforts to address these challenges may not be successful. • Platform users may engage in, or be subject to, criminal, violent, inappropriate, or dangerous activity that results in major safety incidents, which may harm our ability to attract and retain Drivers, consumers, merchants, Shippers, and Carriers. • We are making substantial investments in new offerings and technologies, and may increase such investments in the future.
We receive significant media coverage, including negative publicity regarding our brand and reputation, and while we have taken significant steps to rehabilitate our brand and reputation, failure to maintain and enhance our brand and reputation will cause our business to suffer. • We may fail to offer autonomous vehicle technologies on our platform at competitive scale, fail to offer such technologies or scale on our platform before our competitors, or such technologies may fail to perform as expected, may be inferior to those offered by our competitors, or may be perceived as less safe than those offered by competitors or non-autonomous vehicles. • If we are unable to optimize our organizational structure or effectively manage our growth, our financial performance and future prospects will be adversely affected. • Our historical workplace culture and forward-leaning approach created operational, compliance, and cultural challenges and our efforts to address these challenges may not be successful. • Platform users may engage in, or be subject to, criminal, violent, inappropriate, or dangerous activity that results in major safety incidents, which may harm our ability to attract and retain Drivers, consumers, merchants, Shippers, and Carriers. • We are making substantial investments in new offerings and technologies, and may increase such investments in the future.
These new ventures are inherently risky, and we may never realize any expected benefits from them. • We generate a significant percentage of our Gross Bookings from trips in large metropolitan areas, and these operations may be negatively affected by economic, social, weather, and regulatory conditions, public health concerns or other circumstances. • We have experienced and may experience security or privacy breaches or other unauthorized or improper access to, acquisition of, use of, disclosure of, alteration of or destruction of our proprietary or confidential data, employee data, or platform user data. • Cyberattacks, including computer malware, ransomware, viruses, denial of service attacks, account takeovers, spamming, phishing, and social engineering attacks could harm our reputation, business, and operating results. • Our growing use of artificial intelligence and machine learning may present additional risks, including risks associated with algorithm development or use, the tools and data sets used, and/or a complex, developing regulatory environment. • We are subject to climate change risks, including physical and transitional risks, and if we are unable to manage such risks, our business may be adversely impacted. • Increased attention to, and evolving expectations regarding sustainability matters may adversely impact our business, reputation and liabilities, including in the context of certain goals we have announced. • Occurrence of a catastrophic event, including but not limited to disease, a weather event, war, or terrorist attack, could adversely impact our business, financial condition and results of operation. • We rely on third parties maintaining open marketplaces to distribute our platform and to provide the software we use in certain of our products and offerings.
These new ventures are inherently risky, and we may never realize any expected benefits from them. • We generate a significant percentage of our Gross Bookings from trips in large metropolitan areas, and these operations may be negatively affected by economic, social, weather, and regulatory conditions, public health concerns or other circumstances. • We have experienced and may experience security or privacy breaches or other unauthorized or improper access to, acquisition of, use of, disclosure of, alteration of or destruction of our proprietary or confidential data, employee data, or platform user data. • Cyberattacks, including computer malware, ransomware, viruses, denial of service attacks, account takeovers, spamming, phishing, and social engineering attacks could harm our reputation, business, and operating results. • Our growing use of artificial intelligence (“AI”) and machine learning may present additional risks, including risks associated with algorithm development or use, the tools and data sets used, and/or a complex, developing regulatory environment. • We are subject to climate risks, including physical and transitional risks, and if we are unable to manage such risks, our business may be adversely impacted. • Increased attention to, and evolving expectations regarding environmental and social matters may adversely impact our business, reputation and liabilities, including in the context of certain goals we have announced. • Occurrence of a catastrophic event, including but not limited to disease, a weather event, war, or terrorist attack, could adversely impact our business, financial condition and results of operation. • We rely on third parties maintaining open marketplaces to distribute our platform and to provide the software we use in certain of our products and offerings.
In addition, if we are unable to scale our data storage and computational capacity sufficiently or on commercially reasonable terms, our ability to innovate and introduce new products on our platform may be delayed or compromised, which would have an adverse effect on our growth and business.
In addition, if we are unable to scale our data 29 storage and computational capacity sufficiently or on commercially reasonable terms, our ability to innovate and introduce new products on our platform may be delayed or compromised, which would have an adverse effect on our growth and business.
If we are denied payment or other financial licenses or such licenses are revoked, we could be forced to cease or limit 35 business operations in certain jurisdictions, including in the EEA, and even if we are able to obtain such licenses, we could be subject to fines or other enforcement action, or stripped of such licenses, if we are found to violate the requirements of such licenses.
If we are denied payment or other financial licenses or such licenses are revoked, we could be forced to cease or limit business operations in certain jurisdictions, including in the EEA, and even if we are able to obtain such licenses, we could be subject to fines or other enforcement action, or stripped of such licenses, if we are found to violate the requirements of such licenses.
Our payment obligations under such indebtedness may limit the funds available to us, and the terms of our debt 43 agreements may restrict our flexibility in operating our business.” Sales, directly or indirectly, of shares of our common stock by existing stockholders could cause our stock price to decline.
Our payment obligations under such indebtedness may limit the funds available to us, and the terms of our debt agreements may restrict our flexibility in operating our business.” Sales, directly or indirectly, of shares of our common stock by existing stockholders could cause our stock price to decline.
It is also possible that products and offerings developed by others will render our products and offerings noncompetitive or obsolete. Further, our development efforts with respect to new products, offerings and technologies could distract management from current operations, and will divert capital and other resources from our more established products, offerings and technologies.
It is also possible that products and offerings developed by others will render our 18 products and offerings noncompetitive or obsolete. Further, our development efforts with respect to new products, offerings and technologies could distract management from current operations, and will divert capital and other resources from our more established products, offerings and technologies.
We expect to continue to incur significant expenses, and if we cannot increase our revenue at a faster rate than the increase in our expenses, we will not achieve or maintain profitability. We generate a significant percentage of our Gross Bookings from trips in large metropolitan areas and trips to and from airports.
In addition, we expect to continue to incur significant expenses, and if we cannot increase our revenue at a faster rate than the increase in our expenses, we will not achieve or maintain profitability. We generate a significant percentage of our Gross Bookings from trips in large metropolitan areas and trips to and from airports.
These include individual, 34 multiple plaintiff, and putative class and class action claims for alleged violation of laws related to, among other things, transportation, competition, advertising, consumer protection, fee calculations, personal injuries, privacy, intellectual property, product liability, discrimination, safety, and employment.
These include individual, multiple plaintiff, and putative class and class action claims for alleged violation of laws related to, among other things, transportation, competition, advertising, consumer protection, fee calculations, personal injuries, privacy, intellectual property, product liability, discrimination, safety, and employment.
If we or Drivers become subject to such caps, limitations, or licensing requirements, our business and growth prospects would be adversely impacted. We may be subject to liability for the means we use to attract and onboard Drivers. We operate in an industry in which the competition for Drivers is intense.
If we or Drivers become subject to such caps, limitations, or licensing requirements, our business and growth prospects would be adversely impacted. We may be subject to liability for the means we use to attract and onboard Drivers. 39 We operate in an industry in which the competition for Drivers is intense.
Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain these and other effective control systems, could also restrict our future access to the capital markets. ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable.
Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain these 44 and other effective control systems, could also restrict our future access to the capital markets. ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable.
If iOS users do not grant us such permission, our ability to target those users for advertisements and to measure the effectiveness of such advertisements may be adversely affected, which could decrease the effectiveness of our advertising, and increase our costs to acquire and engage users on our platform.
If iOS users do not grant us such permission, our ability to target those users for advertisements and to measure the effectiveness of such 28 advertisements may be adversely affected, which could decrease the effectiveness of our advertising, and increase our costs to acquire and engage users on our platform.
In addition, under certain of our existing debt instruments, we and certain of our subsidiaries are subject to limitations regarding our business and operations, including limitations on incurring additional indebtedness and liens, limitations on certain consolidations, 30 mergers, and sales of assets, and restrictions on the payment of dividends or distributions.
In addition, under certain of our existing debt instruments, we and certain of our subsidiaries are subject to limitations regarding our business and operations, including limitations on incurring additional indebtedness and liens, limitations on certain consolidations, mergers, and sales of assets, and restrictions on the payment of dividends or distributions.
If we cannot license or develop alternative technology, content, branding, or business methods for any allegedly infringing aspect of our business, we may be unable to compete effectively or we may be prevented from operating our business in certain jurisdictions. Any of these results could harm our operating results.
If we cannot license or develop alternative technology, content, branding, or business methods for any allegedly infringing aspect of our business, 41 we may be unable to compete effectively or we may be prevented from operating our business in certain jurisdictions. Any of these results could harm our operating results.
As a result, such competitors may be 12 able to respond more quickly and effectively than us in such markets to new or changing opportunities, technologies, consumer preferences, regulations, or standards, which may render our products or offerings less attractive.
As a result, such competitors may be able to respond more quickly and effectively than us in such markets to new or changing opportunities, technologies, consumer preferences, regulations, or standards, which may render our products or offerings less attractive.
For example, 17 in Latin America, there have been numerous reports of Drivers and consumers being victimized by violent crime, such as armed robbery, violent assault, and rape, while taking or providing a trip on our platform.
For example, in Latin America, there have been numerous reports of Drivers and consumers being victimized by violent crime, such as armed robbery, violent assault, and rape, while taking or providing a trip on our platform.
The process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with 44 Section 404 is costly and challenging, and we may not be able to complete evaluation, testing, and any required remediation in a timely fashion.
The process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404 is costly and challenging, and we may not be able to complete evaluation, testing, and any required remediation in a timely fashion.
If we are subject to claims of liability relating to the acts of Drivers or others using our platform, we may be subject to negative publicity and incur additional expenses, which could harm our business, financial condition, 40 and operating results.
If we are subject to claims of liability relating to the acts of Drivers or others using our platform, we may be subject to negative publicity and incur additional expenses, which could harm our business, financial condition, and operating results.
In addition, certain of our existing debt instruments include restrictions on our ability to pay cash dividends. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases.
In 43 addition, certain of our existing debt instruments include restrictions on our ability to pay cash dividends. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases.
Additionally, we may not have adequate Driver supply as Drivers may opt out of our platform given the loss of flexibility under an employment model, and we may not be able to hire a majority of the Drivers currently using our platform.
Additionally, we may not have adequate Driver supply as Drivers may opt out of our platform 11 given the loss of flexibility under an employment model, and we may not be able to hire a majority of the Drivers currently using our platform.
In addition, if we are unable to provide high-quality support to platform users or respond to reported incidents, including safety incidents, in a timely and acceptable manner, our ability to attract and retain platform users could be adversely affected.
In addition, if we are unable to provide high-quality support to platform users or respond to reported incidents, including safety incidents, in a timely and acceptable manner, our ability to 14 attract and retain platform users could be adversely affected.
We cannot assure you that our business will generate sufficient cash flow from operations or that future financing will be available to us in amounts sufficient to enable us to make required and timely payments on our indebtedness, or to fund our operations.
We cannot assure you that our business will 30 generate sufficient cash flow from operations or that future financing will be available to us in amounts sufficient to enable us to make required and timely payments on our indebtedness, or to fund our operations.
We face risks related to our collection, use, transfer, disclosure, and other processing of data, which could result in investigations, inquiries, litigation, fines, legislative and regulatory action, and negative press about our privacy and data protection practices.
We face risks related to our collection, use, transfer, disclosure, deletion and other processing of data, which could result in investigations, inquiries, litigation, fines, legislative and regulatory action, and negative press about our privacy and data protection practices.
If a company we acquire or in which we have an interest loses rights to 41 valuable intellectual property or is found to infringe third party intellectual property rights in such lawsuits, the value of our investment may materially decline.
If a company we acquire or in which we have an interest loses rights to valuable intellectual property or is found to infringe third party intellectual property rights in such lawsuits, the value of our investment may materially decline.
Our business depends upon the interoperability of our platform across devices, operating systems, and third-party applications that we do not control. One of the most important features of our platform is its broad interoperability with a range of devices, operating systems, and 28 third-party applications.
Our business depends upon the interoperability of our platform across devices, operating systems, and third-party applications that we do not control. One of the most important features of our platform is its broad interoperability with a range of devices, operating systems, and third-party applications.
We currently are subject to a number of inquiries, investigations, and requests for information from the DOJ, other federal, state and local government agencies and other foreign government agencies, the adverse outcomes of which could harm our business.
We currently are subject to a number of inquiries, investigations, and requests for information from the DOJ, FTC, other federal, state and local government agencies and other foreign government agencies, the adverse outcomes of which could harm our business.
In 13 addition, we sometimes introduce new products that we expect to add value to our overall platform and network but which we expect will generate lower Gross Bookings per Trip or a lower Revenue Margin.
In addition, we sometimes introduce new products that we expect to add value to our overall platform and network but which we expect will generate lower Gross Bookings per Trip or a lower Revenue Margin.
For example, some product changes in California have resulted in, and may continue to result in, reduced demand for rides and reduced supply of Drivers on our platform, Driver dissatisfaction, and adverse 23 impacts on the operation of our platform.
For example, some product changes in California have resulted in, and may continue to result in, reduced demand for rides and reduced supply of Drivers on our platform, Driver dissatisfaction, and adverse impacts on the operation of our platform.
Physical climate change risks include risks related to extreme weather events or natural disasters, and include extreme storms and temperatures, flooding, droughts, freezes, wildfires, earthquakes and tsunamis, as well as chronic changes such as sea-level rise.
Physical climate risks include risks related to extreme weather events or natural disasters, and include extreme storms and temperatures, flooding, droughts, freezes, wildfires, earthquakes and tsunamis, as well as chronic changes such as sea-level rise.
In addition, Uber Payments B.V. has notified De Nederlandsche Bank that it will provide such services on a cross-border passport basis into other countries within the EEA.
In addition, Uber Payments B.V. has notified De Nederlandsche Bank that it will provide such services on a cross-border passport basis into other 35 countries within the EEA.
These issues may continue to lead to costly and time-consuming regulatory investigations and litigation from other government entities, as well as potentially material fines and penalties imposed by other U.S. and international regulators.
These issues may continue to lead to costly and time- 36 consuming regulatory investigations and litigation from other government entities, as well as potentially material fines and penalties imposed by other U.S. and international regulators.
These laws may be subject to amendments and regulations that may change over time, or result in additional follow-on laws such as the California Privacy Rights Act (“CPRA”) passed in California in November 2020.
These laws may be subject to amendments and regulations that may change over time, or result in additional follow-on laws such as the California Privacy Rights Act passed in California in November 2020.
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, personal injury claims, challenges to regulations, and other matters.
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, personal injury claims, claims related to safety practices, challenges to regulations, and other matters.
Any failure by such third party to prevent or mitigate security breaches or improper access to, or use, acquisition, disclosure, alteration, or destruction of, such data could have similar adverse consequences for us.
Any failure by such third-party providers to prevent or mitigate security breaches or improper access to, or use, acquisition, disclosure, alteration, or destruction of, such data could have similar adverse consequences for us.
Our use of third-party open source software could adversely affect our ability to offer our products and offerings and subjects us to possible litigation. 29 We use third-party open source software in connection with the development of our platform.
Our use of third-party open source software could adversely affect our ability to offer our products and offerings and subjects us to possible litigation. We use third-party open source software in connection with the development of our platform.
Any failure by such third party to prevent or mitigate security breaches or improper access to, or use, acquisition, disclosure, alteration, or destruction of, such data could have similar adverse consequences for us.
Any failure by such third-party providers to prevent or mitigate security breaches or improper access to, or use, acquisition, disclosure, alteration, or destruction of, such data could have similar adverse consequences for us.
For example, as we expand our offerings in new areas, such as non-emergency medical transportation, we may be subject to additional healthcare-related federal and state laws and regulations.
For example, as we expand our offerings in new areas, such as non-emergency medical transportation, we may be subject to additional healthcare-related federal and local and state laws and regulations.
We believe that our growth depends on a number of factors, including our ability to: • grow supply and demand on our platform; • increase existing platform users’ activity on our platform; • continue to introduce our platform to new markets; • provide high-quality support to Drivers, consumers, merchants, Shippers, and Carriers; • expand our business and increase our market share and category position; • compete with the products and offerings of, and pricing and incentives offered by, our competitors; • develop new products, offerings, and technologies; • identify and acquire or invest in businesses, products, offerings, or technologies that we believe could complement or expand our platform; • penetrate suburban and rural areas and increase the number of rides taken on our platform outside metropolitan areas; 20 • reduce the costs of our Mobility offering to better compete with personal vehicle ownership and usage and other low-cost alternatives like public transportation, which in many cases can be faster or cheaper than any other form of transportation; • maintain existing local regulations in key markets where we operate; • enter or expand operations in some of the key countries in which we are currently limited by local regulations, such as Argentina, Germany, Italy, Japan, South Korea, and Spain; and • increase positive perception of our brand.
We believe that our growth depends on a number of factors, including our ability to: • grow supply and demand on our platform; • increase existing platform users’ activity on our platform; • continue to introduce our platform to new markets; • provide high-quality support to Drivers, consumers, merchants, Shippers, and Carriers; • expand our business and increase our market share and category position; • compete with the products and offerings of, and pricing and incentives offered by, our competitors; • develop new products, offerings, and technologies; • keep up with technological developments; • identify and acquire or invest in businesses, products, offerings, or technologies that we believe could complement or expand our platform; • penetrate suburban and rural areas and increase the number of rides taken on our platform outside metropolitan areas; • reduce the costs of our Mobility offering to better compete with personal vehicle ownership and usage and other low-cost alternatives like public transportation, which in many cases can be faster or cheaper than any other form of transportation; • maintain existing local regulations in key markets where we operate; • enter or expand operations in some of the key countries in which we are currently limited by local regulations, such as Argentina, Germany, Italy, Japan, South Korea, and Spain; and • increase positive perception of our brand.
In addition, the growth of our Delivery offering and launch of lower-cost product types has led to an increase in Drivers and consumers on two wheel vehicles such as scooters and bicycles, who are more vulnerable road users and face a more severe level of injury in the event of a collision than that faced while driving in a vehicle.
In addition, the growth of our Delivery offering and launch of lower-cost product types has led to an increase in Drivers and consumers on two wheel vehicles such as scooters, bicycles, motorbikes, and motorcycles, who are more vulnerable road users and face a more severe level of injury in the event of a collision than that faced while driving in a vehicle.
Our business is substantially dependent on operations outside the United States, including those in markets in which we have limited experience, and if we are unable to manage the risks presented by our business model internationally, our financial results and future prospects will be adversely impacted. As of December 31, 2024, we operated in over 70 countries.
Our business is substantially dependent on operations outside the United States, including those in markets in which we have limited experience, and if we are unable to manage the risks presented by our business model internationally, our financial results and future prospects will be adversely impacted. As of December 31, 2025, we operated in over 70 countries.
These laws govern, among other things, money transmission, prepaid access instruments, electronic funds transfers, anti-money laundering, counter-terrorist financing, banking, systemic integrity risk assessments, security of payment processes, and import and export restrictions. Our business operations, including our payments to Drivers and merchants, may not always comply with these financial laws and regulations.
These laws govern, among other things, money transmission, prepaid access instruments, electronic funds transfers, anti-money laundering, counter-terrorist financing, banking, systemic integrity risk assessments, security of payment processes, financial products and services, and import and export restrictions. Our business operations, including our payments to Drivers and merchants, may not always comply with these financial laws and regulations.
The market price of our common stock may fluctuate or decline significantly in response to numerous factors, many of which are beyond our control, including: • actual or anticipated fluctuations in MAPCs, Trips, Adjusted EBITDA, Free Cash Flow, Gross Bookings, revenue, or other operating and financial results; • announcements by us or estimates by third parties of actual or anticipated changes in the number of Drivers and consumers on our platform; • variations between our actual operating results and the expectations of our management, securities analysts, investors, the financial community; • changes in accounting principles or changes in interpretations of existing principles, which could affect financial results; • actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; • announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments; 42 • negative media coverage or publicity; • changes in operating performance and stock market valuations of technology companies generally, or those in our industry in particular, including our competitors; • price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; • lawsuits threatened, filed, or decided against us; • developments in legislation or regulatory actions, including interim or final rulings by judicial or regulatory bodies (including any competition authorities blocking, delaying, or subjecting our pending acquisitions to significant limitations or restrictions on our ability to operate in one or more markets, or requiring us to divest our or any target company’s assets or businesses in one or more markets); • changes in accounting standards, policies, guidelines, interpretations, or principles; • any major change in our board of directors or management; • any safety incidents or public reports of safety incidents that occur on our platform or in our industry; • statements, commentary, or opinions by public officials that our product offerings are or may be unlawful, regardless of any interim or final rulings by judicial or regulatory bodies; • any trading activity in our share repurchase program; and • other events or factors, including those resulting from war, incidents of terrorism, natural disasters, public health concerns or epidemics, pandemics, natural disasters, or responses to these events.
The market price of our common stock may fluctuate or decline significantly in response to numerous factors, many of which are beyond our control, including: • actual or anticipated fluctuations in MAPCs, Trips, Adjusted EBITDA, Free Cash Flow, Gross Bookings, revenue, or other operating and financial results, or additional non-GAAP measures we introduce; • announcements by us or estimates by third parties of actual or anticipated changes in the number of Drivers and consumers on our platform; • variations between our actual operating results and the expectations of our management, securities analysts, investors, the financial community; • changes in accounting principles or changes in interpretations of existing principles, which could affect financial results; • actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; • announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments; • negative media coverage or publicity; • changes in operating performance and stock market valuations of technology companies generally, or those in our industry in particular, including our competitors; • price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; • lawsuits threatened, filed, or decided against us; • developments in legislation or regulatory actions, including interim or final rulings by judicial or regulatory bodies (including any competition authorities blocking, delaying, or subjecting our pending acquisitions to significant limitations or restrictions on our ability to operate in one or more markets, or requiring us to divest our or any target company’s assets or businesses in one or more markets); • changes in accounting standards, policies, guidelines, interpretations, or principles; 42 • any major change in our board of directors or management; • any safety incidents or public reports of safety incidents that occur on our platform or in our industry; • statements, commentary, or opinions by public officials that our product offerings are or may be unlawful, regardless of any interim or final rulings by judicial or regulatory bodies; • any trading activity in our share repurchase program; and • other events or factors, including those resulting from war, incidents of terrorism, natural disasters, civil unrest, public health concerns or epidemics, pandemics, or responses to these events.
In addition, public transportation can be a superior substitute to our Mobility offering and in many cases, offers a faster and lower-cost travel option in many cities. We also compete with other ridesharing companies, including certain of our minority-owned entities, for Drivers and riders, including Bolt, Didi, Grab, Lyft, and Ola. • Delivery .
In addition, public transportation can be a superior substitute to our Mobility offering and in many cases, offers a faster and lower-cost travel option in many cities. We also compete with other ridesharing companies, including certain of our minority-owned entities, for Drivers and riders, including Bolt, Didi, Lyft, and Ola.
If these companies become unwilling or unable to provide these services to us on acceptable terms or at all, our business may be disrupted. For certain payment methods, including credit and debit cards, we generally pay interchange fees and other processing and gateway fees, and such fees result in significant costs.
If these companies become unwilling or unable to provide these services to us on acceptable terms or at all, our business may be disrupted. For certain payment methods, including credit, debit cards, and digital wallets, we generally pay interchange fees and other processing and gateway fees, and such fees result in significant costs.
Moreover, in order to optimize our organizational structure, we have implemented several reductions in workforce and restructurings, and may in 16 the future implement other reductions in workforce.
Moreover, in order to optimize our organizational structure, we have implemented several reductions in workforce and restructurings, and may in the future implement other reductions in workforce.
The accessed data included the names, email addresses, mobile phone 22 numbers, and drivers’ license numbers of approximately 600,000 Drivers, among other information.
The accessed data included the names, email addresses, mobile phone numbers, and drivers’ license numbers of approximately 600,000 Drivers, among other information.
In particular, we may need to incur additional debt to finance the purchase of autonomous vehicles, and such financing may not be available to us on attractive terms or at all. We may be required to use a substantial portion of our cash flows from operations to pay interest and principal on our indebtedness.
In particular, we may need to incur additional debt to finance the purchase of autonomous vehicles or infrastructure to support autonomous vehicles, and such financing may not be available to us on attractive terms or at all. We may be required to use a substantial portion of our cash flows from operations to pay interest and principal on our indebtedness.
For example, complaints have been filed in several jurisdictions, including in the United States and Germany, alleging that our business practices violate applicable antitrust and/or competition laws. If one jurisdiction imposes or proposes to impose new requirements or restrictions on our business, other jurisdictions may follow.
For example, complaints have been filed in several jurisdictions, including in the United States and Brazil, alleging that our business practices violate applicable antitrust and/or competition laws. If one jurisdiction imposes or proposes to impose new requirements or restrictions on our business, other jurisdictions may follow.
Furthermore, our pricing model has been the subject of litigation and regulatory inquiries related to, among other things, the calculation of and statements regarding consumer fares and Driver earnings (including rates, fees, surcharges, and tolls), as well as the use of surge pricing during emergencies and natural disasters.
Furthermore, our pricing model has been the subject of litigation and regulatory inquiries related to, among other things, the calculation of and statements regarding consumer prices and Driver earnings (including rates, fees, surcharges, and tolls), as well as the use of surge pricing during emergencies and natural disasters.
In addition, up to approximately $128 million of Careem Convertible Notes remain subject to future issuance to Careem stockholders as of December 31, 2024. Subject to the limitations in the terms of our existing and future indebtedness, we and our subsidiaries may incur additional debt, secure existing or future debt, or refinance our debt.
In addition, up to approximately $128 million of Careem Convertible Notes remain subject to future issuance to Careem stockholders as of December 31, 2025. Subject to the limitations in the terms of our existing and future indebtedness, we and our subsidiaries may incur additional debt, secure existing or future debt, or refinance our debt.
In addition, our competitors may adopt certain of our product features, or may adopt innovations that Drivers, consumers, merchants, Shippers, and Carriers value more highly than ours, which would render our products less attractive or reduce our ability to differentiate our products.
In addition, our competitors may adopt certain of our product or offering features, or may adopt innovations that Drivers, consumers, merchants, Shippers, and Carriers value more highly than ours, which would render our products or offerings less attractive or reduce our ability to differentiate our products or offerings.
Our business is subject to numerous legal and regulatory risks that could have an adverse impact on our business and future prospects. As of December 31, 2024, our platform is available in more than 15,000 cities in over 70 countries.
Our business is subject to numerous legal and regulatory risks that could have an adverse impact on our business and future prospects. As of December 31, 2025, our platform is available in more than 15,000 cities in over 70 countries.
In 2024, we generated 15% of our Mobility Gross Bookings from trips that either started or were completed at an airport. As a result of this concentration, our operating results are susceptible to existing regulations and regulatory changes that impact the ability of drivers using our platform to provide trips to and from airports.
In 2025, we generated 15% of our Mobility Gross Bookings from trips that either started or were completed at an airport. As a 21 result of this concentration, our operating results are susceptible to existing regulations and regulatory changes that impact the ability of drivers using our platform to provide trips to and from airports.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe CPO has over three decades of experience as a legal advisor to multinational corporations, including serving as Chief Privacy & Security Counsel for a Fortune 100 technology company prior to her role at Uber.
Biggest changeThe CPO has over three decades of legal experience spanning across technology, government, privacy, AI, cybersecurity, and media, including having served as Chief Privacy Officer at two Fortune 500 companies prior to her role at Uber. The cybersecurity program is supported by other members of Uber’s senior management team as well, including the Chief Legal Officer and Chief Technology Officer.
For a discussion regarding risks from cybersecurity threats, see our risk factors, including the risk factors titled “—We have experienced, and may experience security or privacy breaches or other unauthorized or improper access to, use of, disclosure of, alteration of or destruction of our proprietary or confidential data, employee data, or platform user data, which could cause loss of revenue, harm to our brand, business disruption, and significant liabilities”, “—Cyberattacks, including computer malware, ransomware, viruses, denial of service attacks, spamming, phishing and social engineering attacks could harm our reputation, business, and operating results”, “—We currently are subject to a number of inquiries, investigations, and requests for information from the DOJ, other federal, state and local government agencies and other foreign government agencies, the adverse outcomes of which could harm our business” and “—We face risks related to our collection, use, transfer, disclosure, and other processing of data, which could result in investigations, inquiries, litigation, fines, legislative and regulatory action, and negative press about our privacy and data protection practices” in Part I, Item 1A of this Annual Report on Form 10-K.
For a discussion regarding risks from cybersecurity threats, see our risk factors, including the risk factors titled “—We have experienced, and may experience security or privacy breaches or other unauthorized or improper access to, use of, disclosure of, 45 alteration of or destruction of our proprietary or confidential data, employee data, or platform user data, which could cause loss of revenue, harm to our brand, business disruption, and significant liabilities”, “—Cyberattacks, including computer malware, ransomware, viruses, denial of service attacks, spamming, phishing and social engineering attacks could harm our reputation, business, and operating results”, “—We currently are subject to a number of inquiries, investigations, and requests for information from the DOJ, other federal, state and local government agencies and other foreign government agencies, the adverse outcomes of which could harm our business” and “—We face risks related to our collection, use, transfer, disclosure, and other processing of data, which could result in investigations, inquiries, litigation, fines, legislative and regulatory action, and negative press about our privacy and data protection practices” in Part I, Item 1A of this Annual Report on Form 10-K.
Uber also undergoes annual audits to maintain its ISO 27001 certification for its core mobility, delivery, and enterprise businesses, and SOC 2 attestations that vary depending on the Uber product. 45 • Cyber incident management.
Uber also undergoes annual audits to maintain its ISO 27001 certification for its core mobility, delivery, and enterprise businesses, and SOC 2 attestations that vary depending on the Uber product. • Cyber incident management.
This cybersecurity program is a critical component of Uber’s enterprise risk management program, through which Uber reviews business, cybersecurity, information technology, privacy, legal, and geopolitical risks, among others. The cybersecurity program is designed to assess, identify, and manage risks from cybersecurity threats. Key elements of this program include: • Oversight and Governance.
Uber’s Board of Directors oversees the cybersecurity program through regular updates. This cybersecurity program is a critical component of Uber’s enterprise risk management program, through which Uber reviews business, cybersecurity, information technology, privacy, legal, and geopolitical risks, among others. The cybersecurity program is designed to assess, identify, and manage risks from cybersecurity threats.
The cybersecurity program is also supported by Uber’s Chief Privacy Officer and Associate General Counsel, Privacy & Cybersecurity (“CPO”), who has served in that role since August 2018.
The cybersecurity program is also supported by Uber’s Chief Privacy Officer and Vice President, Privacy & Cybersecurity (“CPO”), who has served in that role since November 2025.
Uber’s Board oversees the cybersecurity program, and Uber’s risk profile with respect to cybersecurity matters, through regular reports and reviews. These include presentations by the CISO to the Board and Audit Committee on an alternating quarterly basis, quarterly reports of certain cybersecurity incidents to the Board, and annual reports by the CPO to the Board.
These include presentations by the CISO to the Board and Audit Committee on an alternating quarterly basis, quarterly reports of certain cybersecurity incidents to the Board, and annual reports by the CPO to the Board.
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The cybersecurity program is supported by other members of Uber’s senior management team as well, including the Chief Legal Officer, Chief Architect Officer, and Global Data Protection Officer. Uber’s Board of Directors oversees the cybersecurity program through regular updates.
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Key elements of this program include: • Oversight and Governance. Uber’s Board oversees the cybersecurity program, and Uber’s risk profile with respect to cybersecurity matters, through regular reports and reviews.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES As of December 31, 2024, we leased and owned office facilities around the world totaling 8.8 million square feet, including 2.1 million square feet for our corporate headquarters in the San Francisco Bay Area, California.
Biggest changeITEM 2. PROPERTIES As of December 31, 2025, we leased and owned office facilities around the world totaling 9.3 million square feet, including 1.8 million square feet for our corporate headquarters in the San Francisco Bay Area, California.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThis item should be read in conjunction with Note 14 for information regarding the following material legal proceedings, which information is incorporated into this item by reference: • Driver Classification • State Unemployment Taxes Legal Proceedings That Are Not Described in Note 14 – Commitments and Contingencies to Our Consolidated Financial Statements In addition to the matters that are identified in Note 14 – Commitments and Contingencies to our consolidated financial statements for the year ended December 31, 2024 contained in this Annual Report on Form 10-K, and incorporated into this item by reference, the following matters also constitute material pending legal proceedings, other than ordinary course litigation incidental to our business, to which we are or any of our subsidiaries is a party.
Biggest changeThis item should be read in conjunction with Note 14 for information regarding the following material legal proceedings, which information is incorporated into this item by reference: • Driver Classification • State Unemployment Taxes ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Legal Proceedings Described in Note 14 – Commitments and Contingencies to Our Consolidated Financial Statements Note 14 – Commitments and Contingencies to our consolidated financial statements for the year ended December 31, 2024 contained in this Annual Report on Form 10-K includes information on legal proceedings that constitute material contingencies for financial reporting purposes that could have a material adverse effect on our consolidated financial position, liquidity or results of operations if they were resolved in a manner that is adverse to us.
Legal Proceedings Described in Note 14 – Commitments and Contingencies to Our Consolidated Financial Statements Note 14 – Commitments and Contingencies to our consolidated financial statements for the year ended December 31, 2025 contained in this Annual Report on Form 10-K includes information on legal proceedings that constitute material contingencies for financial reporting purposes that could have a material adverse effect on our consolidated financial position, liquidity or results of operations if they were resolved in a manner that is adverse to us.
The approval is subject to any appeals and the approval of the Supreme Court of Western Australia. 46 Other Legal Proceedings While it is not possible to determine the outcome of the legal actions, investigations, and proceedings brought against us, we believe that, except for the matters described above, the resolution of all such matters will not have a material adverse effect on our consolidated financial position or liquidity, but could be material to our consolidated results of operations in any one accounting period.
While it is not possible to determine the outcome of the legal actions, investigations, and proceedings brought against us, we believe that, except for the matters described below, the resolution of all such matters will not have a material adverse effect on our consolidated financial position or liquidity, but could be material to our consolidated results of operations in any one accounting period.
ITEM 3. LEGAL PROCEEDINGS We are a party to various legal actions and government investigations, and similar or other actions could be brought against us in the future. The most significant of these matters are described below.
ITEM 3. LEGAL PROCEEDINGS We are a party to various legal actions and government investigations, and similar or other actions could be brought against us in the future.
Regardless of final outcomes, however, any such legal proceedings, claims, and government investigations may nonetheless impose a significant burden on management and employees and may come with costly defense costs or unfavorable preliminary and interim rulings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Regardless of final outcomes, however, any such legal proceedings, claims, and government investigations may nonetheless impose a significant burden on management and employees and may come with costly defense costs or unfavorable preliminary and interim rulings.
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Australia Class Actions In May 2019, an Australian law firm filed a class action in the Supreme Court of Victoria, Australia, against us and certain of our subsidiaries, on behalf of certain participants in the taxi, hire-car, and limousine industries.
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The plaintiff alleges that the Uber entities conspired to injure the group members during the period 2014 to 2017 by either directly breaching transport legislation or commissioning offenses against transport legislation by UberX Drivers in Australia.
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The claim alleges, in effect, that these operations caused loss and damage to the class representative and class members, including lost income and decreased value of certain taxi licenses. In March, April and October 2020, the same Australian law firm filed four additional class action lawsuits alleging the same claim.
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In December 2024, the Supreme Court of Victoria approved a settlement with no admission of liability by Uber.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(2) In February 2024, our board of directors authorized the repurchase of up to $7.0 billion in shares of our outstanding common stock. For additional information, refer to Note 10 – Stockholders' Equity in the notes to the consolidated financial statements included 47 in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
Biggest changeFor additional information, refer to Note 10 – Stockholders' Equity in the notes to the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K. Unregistered Sales of Equity Securities and Use of Proceeds Unregistered Sales of Equity Securities Not applicable.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each index on December 31, 2019, and its relative performance is tracked through December 31, 2024. The returns shown are based on historical results and are not intended to suggest future performance. ITEM 6. [RESERVED]
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each index on December 31, 2020, and its relative performance is tracked through December 31, 2025. The returns shown are based on historical results and are not intended to suggest future performance. 47 ITEM 6. [RESERVED]
Dividend Policy We have never declared or paid cash dividends on our capital stock. We intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate declaring or paying any cash dividends in the foreseeable future.
We intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate declaring or paying any cash dividends in the foreseeable future.
Issuer Purchases of Equity Securities The following table summarizes the share repurchase activity for the three months ended December 31, 2024: Total Number of Shares Purchased Average Price Paid Per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (2) (in thousands) (in thousands) (in millions) October 1, 2024 to October 31, 2024 3,605 $ 76.56 3,605 $ 6,024 November 1, 2024 to November 30, 2024 2,024 $ 70.77 2,024 $ 5,881 December 1, 2024 to December 31, 2024 2,032 $ 64.34 2,032 $ 5,750 Total 7,661 7,661 (1) Average price paid per share excludes broker commissions and fees.
Issuer Purchases of Equity Securities The following table summarizes the share repurchase activity for the three months ended December 31, 2025: Total Number of Shares Purchased Average Price Paid Per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (2) (in thousands) (in thousands) (in millions) October 1, 2025 to October 31, 2025 5,746 $ 95.39 5,746 $ 20,568 November 1, 2025 to November 30, 2025 9,689 $ 87.94 9,689 $ 19,716 December 1, 2025 to December 31, 2025 5,934 $ 84.18 5,934 $ 19,216 Total 21,369 21,369 (1) Average price paid per share excludes broker commissions and fees.
Holders of our Common Stock As of February 11, 2025, there were 1,249 holders of record of our common stock. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.
The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. 46 Dividend Policy We have never declared or paid cash dividends on our capital stock.
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Unregistered Sales of Equity Securities and Use of Proceeds Unregistered Sales of Equity Securities Not applicable.
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Holders of our Common Stock As of February 10, 2026, there were 1,207 holders of record of our common stock.
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(2) 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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThese limitations include the following: • Adjusted EBITDA excludes certain recurring, non-cash charges, such as depreciation of property and equipment and amortization of intangible assets, and although these are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements; • Adjusted EBITDA excludes stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy; • Adjusted EBITDA excludes certain restructuring and related charges, part of which may be settled in cash; • Adjusted EBITDA excludes other items not indicative of our ongoing operating performance; • Adjusted EBITDA does not reflect period-to-period changes in taxes, income tax expense or the cash necessary to pay income taxes; • Adjusted EBITDA does not reflect the components of other income (expense), net, which primarily includes: interest income; foreign currency exchange gains (losses), net; gain (loss) on business divestitures, net; unrealized gain (loss) on debt and equity securities, net; and impairment of debt and equity securities; and • Adjusted EBITDA excludes certain legal, tax, and regulatory reserve changes and settlements that may reduce cash available to us. 61 The following table presents a reconciliation of net income attributable to Uber Technologies, Inc., the most directly comparable GAAP financial measure, to Adjusted EBITDA for each of the periods indicated: Year Ended December 31, (In millions) 2023 2024 Adjusted EBITDA reconciliation: Net income attributable to Uber Technologies, Inc. $ 1,887 $ 9,856 Add (deduct): Net income (loss) attributable to non-controlling interests, net of tax 269 (11) (Income) loss from equity method investments (48) 38 Provision for (benefit from) income taxes 213 (5,758) Other (income) expense, net (1,844) (1,849) Interest expense 633 523 Income from operations 1,110 2,799 Add (deduct): Depreciation and amortization 823 711 Stock-based compensation expense 1,935 1,796 Legal, tax, and regulatory reserve changes and settlements 9 1,123 Goodwill and asset impairments/loss on sale of assets 84 3 Acquisition, financing and divestitures related expenses 36 25 Loss on lease arrangements, net 4 2 Restructuring and related charges, net 51 25 Adjusted EBITDA $ 4,052 $ 6,484 Constant Currency We compare the percent change in our current period results from the corresponding prior period using constant currency disclosure.
Biggest changeThese limitations include the following: • Adjusted EBITDA excludes certain recurring, non-cash charges, such as depreciation of property and equipment and amortization of intangible assets, and although these are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements; • Adjusted EBITDA excludes stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy; • Adjusted EBITDA excludes certain restructuring and related charges, part of which may be settled in cash; • Adjusted EBITDA excludes other items not indicative of our ongoing operating performance; • Adjusted EBITDA does not reflect period-to-period changes in taxes, income tax expense or the cash necessary to pay income taxes; • Adjusted EBITDA does not reflect the components of other income (expense), net, which primarily includes: foreign currency exchange gains (losses), net; and unrealized gain (loss) on debt and equity securities, net; and • Adjusted EBITDA excludes certain legal, non-income tax, and regulatory reserve changes and settlements that may reduce cash available to us.
Income (Loss) from Equity Method Investments Income (loss) from equity method investments primarily includes the results of our share of income or loss from our equity method investments.
Loss from Equity Method Investments Loss from equity method investments primarily includes the results of our share of income or loss from our equity method investments.
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.
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.
Investing Activities Net cash used in investing activities was $3.2 billion for the year ended December 31, 2024, primarily consisting of $12.8 billion in purchases of marketable securities, $289 million in purchases of non-marketable equity securities, $242 million in purchases of property and equipment, partially offset by proceeds from maturities and sales of marketable securities of $10.2 billion.
Net cash used in investing activities was $3.2 billion for the year ended December 31, 2024, primarily consisting of $12.8 billion in purchases of marketable securities, $289 million in purchases of non-marketable equity securities, $242 million in purchases of property and equipment, partially offset by proceeds from maturities and sales of marketable securities of $10.2 billion.
Of particular note are proceedings in California, where 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 (the “Court”) against Uber and Lyft, Inc., alleging that drivers are misclassified, and sought an injunction and monetary damages related to the alleged competitive advantage caused by the alleged misclassification of drivers.
Of particular note are proceedings in California, where 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 (the “Court”) against Uber and Lyft, Inc., alleging that drivers are misclassified, and sought an 48 injunction and monetary damages related to the alleged competitive advantage caused by the alleged misclassification of drivers.
We also believe that our sources of funding and our available line of credit will be sufficient to satisfy our currently anticipated cash requirements including capital expenditures, working capital requirements, collateral requirements, potential 63 acquisitions, potential prepayments of contested indirect tax assessments (“pay-to-play”), and other liquidity requirements through at least the next 12 months.
We also believe that our sources of funding and our available line of credit will be sufficient to satisfy our currently anticipated cash requirements including capital expenditures, working capital requirements, collateral requirements, potential acquisitions, potential prepayments of contested indirect tax assessments (“pay-to-play”), and other liquidity requirements through at least the next 12 months.
The impairment analysis for investments in equity securities includes a qualitative analysis of factors including the investee’s financial performance, industry and market conditions, and other relevant factors. If an equity investment is considered to be impaired we will establish a new carrying value for the investment and recognize an impairment loss through our consolidated statement of operations.
The impairment analysis for investments in equity securities includes a qualitative analysis of factors including the investee’s financial performance, industry and market conditions, and other relevant factors. If an equity investment is considered to be impaired, we will establish a new carrying value for the investment and recognize an impairment loss in our consolidated statement of operations.
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 obligor’s, credit ratings actions, as well as other factors.
In circumstances where neither condition exists, we 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 obligor’s, credit ratings actions, as well as other factors.
Our sole performance obligation in the transaction is to connect Drivers and Merchants with end-users to facilitate the completion of a successful ridesharing trip or delivery. In many of our markets, we also generate revenue from end-users and charge a direct fee for use of the platform or in exchange for Mobility or Delivery services.
Our sole performance obligation in the 63 transaction is to connect Drivers and Merchants with end-users to facilitate the completion of a successful ridesharing trip or delivery. In many of our markets, we also generate revenue from end-users and charge a direct fee for use of the platform or in exchange for Mobility or Delivery services.
We make certain judgments and assumptions to determine our reporting units and in allocating shared assets and liabilities to determine the carrying values for each of our reporting units. Determination of reporting units is based 66 on a judgmental evaluation of the level at which our segment managers review financial results, evaluate performance, and allocate resources.
We make certain judgments and assumptions to determine our reporting units and in allocating shared assets and liabilities to determine the carrying values for each of our reporting units. Determination of reporting units is based on a judgmental evaluation of the level at which our segment managers review financial results, evaluate performance, and allocate resources.
Although we believe the assumptions and estimates we have made 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.
Although we believe the assumptions and estimates we have made are reasonable and appropriate, they are based, in part, on historical 65 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.
In addition, the Organisation for Economic Co-operation and Development has led international efforts among approximately 140 countries and taxing jurisdictions to propose and implement changes to numerous long-standing tax principles, including a framework that imposes a minimum tax rate of 15% in each taxing jurisdiction.
In addition, the Organisation for Economic Co-operation and Development (“OECD”) has led international efforts among approximately 140 countries and taxing jurisdictions to propose and implement changes to numerous long-standing tax principles, including a framework that imposes a minimum tax rate of 15% in each taxing jurisdiction.
Depreciation includes expenses associated with buildings, site improvements, computer and network equipment, and furniture, fixtures, as well as leasehold improvements. Amortization includes expenses associated with our capitalized internal-use software and acquired intangible assets. 51 Interest Expense Interest expense consists primarily of interest expense associated with our outstanding debt, including amortization of debt discount and issuance costs.
Depreciation includes expenses associated with buildings, site improvements, computer and network equipment, and furniture, fixtures, as well as leasehold improvements. Amortization includes expenses associated with our capitalized internal-use software and acquired intangible assets. Interest Expense Interest expense consists primarily of interest expense associated with our outstanding debt, including amortization of debt discount and issuance costs.
For additional detail related to our debt obligations, see “Note 8 – Long-Term Debt and Revolving Credit Arrangements” to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
For additional detail related to our debt obligations, see “Note 8 – Long-Term Debt and Credit Arrangements” to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
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.
Loss Contingencies We are involved in legal proceedings, claims, regulatory actions, 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.
For example, an UberX Share ride with three paying consumers represents three unique Trips, whereas an UberX ride with three passengers represents one Trip. We believe that Trips are a useful metric to measure the scale and usage of our platform. 59 Gross Bookings.
For example, an UberX Share ride with three paying consumers represents three unique Trips, whereas an UberX ride with three passengers represents one Trip. We believe that Trips are a useful metric to measure the scale and usage of our platform. Gross Bookings.
For additional information, see Note 8 – Long-Term Debt and Revolving Credit Arrangements in the notes to the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
For additional information, see Note 8 – Long-Term Debt and Credit Arrangements in the notes to the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
Recent Accounting Pronouncements See Note 1 – Description of Business and Summary of Significant Accounting Policies, to the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
Recent Accounting Pronouncements See Note 1 – Description of Business and Summary of Significant Accounting Policies, to the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K. 66
For additional information, see Note 8 – Long-Term Debt and Revolving Credit Arrangements to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
For additional information, see Note 8 – Long-Term Debt and Credit Arrangements to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
Changes in these estimates and assumptions could affect the calculation of the fair value of the investments and the determination of the impairment charges. Goodwill Impairment Assessment We review goodwill for impairment annually (in the fourth quarter) and whenever events or changes in circumstances indicate that goodwill might be impaired.
Changes in these estimates and assumptions could affect the calculation of the fair value of the investments and the determination of any impairment charges. Goodwill Impairment Assessment We review goodwill for impairment annually (in the fourth quarter) and whenever events or changes in circumstances indicate that goodwill might be impaired.
Non-Income Tax Matters United Kingdom As of March 14, 2022, we modified our operating model in the UK, such that as of that date Uber UK is a merchant of transportation and is required to remit VAT.
Non-Income Tax Matters United Kingdom 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.
An accounting policy is considered to be critical if it requires judgment on a significant accounting estimate to be made based on assumptions about matters that are uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the reported amounts of assets, liabilities, revenue and expenses, and related disclosures in our audited consolidated financial statements.
An accounting policy is considered to be critical if it requires judgment on a significant accounting estimate to be made based on assumptions about matters that are uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in our audited consolidated financial statements.
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.
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 discount rates.
Legal, tax, and regulatory reserve changes and settlements Legal, tax, and regulatory reserve changes and settlements are primarily related to certain significant legal proceedings or governmental investigations related to worker classification definitions, or tax agencies challenging our non-income tax positions.
Legal, non-income tax, and regulatory reserve changes and settlements 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 59 tax positions.
If an impairment is determined to be other-than-temporary, the fair value of the impaired investment would have to be determined and an impairment charge recorded for the difference between the fair value and the carrying value of the investment. The fair value determination, particularly for investments in privately held companies, requires significant judgment to determine appropriate estimates and assumptions.
If an impairment is determined to be other-than-temporary, the fair value of the impaired investment is determined and an impairment charge is recorded for the difference between the fair value and the carrying value of the investment. The fair value determination, particularly for investments in privately-held companies, requires significant judgment to determine appropriate estimates and assumptions.
Subsequently, we recognize through the consolidated statements of operations, and as an adjustment to the investment balance, our proportionate share of the investee entities’ net income or loss, and the amortization of basis differences. In accounting for these investments, we record our share of the entities’ net income or loss one quarter in arrears.
Subsequently, we recognize through the consolidated statements of operations, and as an adjustment to the investment balance, our proportionate share of the investee’s net income or loss, and the amortization of basis differences. In accounting for these investments, we record our share of the entities’ net income or loss one quarter in arrears.
During the measurement period, which may be up to one 65 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, any subsequent adjustments are recorded to earnings.
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, any subsequent adjustments are recorded in earnings.
These matters have limited precedent, cover extended historical periods and are unpredictable in both magnitude and timing, therefore are distinct from normal, recurring legal, tax and regulatory matters and related expenses incurred in our ongoing operating performance.
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.
For additional information, see Note 3 – Investments and Fair Value Measurement included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
For additional information, see Note 2 – Investments and Fair Value Measurement included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
For additional information on these matters, refer to Note 14 – Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K as well as the section titled “Liquidity and Capital Resources”. ** Percentage not meaningful.
For additional information on these matters, refer to Note 14 – Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K as well as the section titled “Liquidity and Capital Resources”.
Uber UK is remitting VAT under the Value Added (Tour Operators) Order 1987 (“VAT Order 1987”), which allows for VAT remittance on a calculated margin, rather than on Gross Bookings.
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.
For additional discussion related to our revenue, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates - Revenue Recognition” as well as “Note 1 – Description of Business and Summary of Significant Accounting Policies - Revenue Recognition,” and “Note 2 – Revenue” to our consolidated 50 financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
For additional discussion related to our revenue, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates - Revenue Recognition” as well as “Note 1 – Description of Business and Summary of Significant Accounting Policies - Revenue Recognition” to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
We are in compliance with our debt and line of credit covenants as of December 31, 2024, including by meeting our reporting obligations.
We are in compliance with our debt and line of credit covenants as of December 31, 2025, including by meeting our reporting obligations.
Investments in debt securities are evaluated for impairment quarterly based on whether its fair value has declined below its amortized cost.
Investments in debt securities are evaluated for impairment quarterly based on whether the investment’s fair value has declined below its amortized cost.
The estimate of the ultimate unpaid obligation utilizes generally accepted actuarial methods applied to historical claim and loss experience. In addition, we use assumptions based on actuarial judgment related to claim and loss development patterns and expected loss costs, which consider frequency trends, severity trends, and relevant industry data.
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.
Management's Discussion and Analysis of Financial Condition and Results of Operations located in our Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 15, 2024, for reference to discussion of the fiscal year ended December 31, 2022, the earliest of the three fiscal years presented.
Management's Discussion and Analysis of Financial Condition and Results of Operations located in our Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 14, 2025, for reference to discussion of the fiscal year ended December 31, 2023, the earliest of the three fiscal years presented.
We may elect the fair value option for financial instruments and account for investments in debt and equity securities at fair value with changes reported in net income (loss) from continuing operations. Investments in privately held equity and debt securities are valued using significant unobservable inputs or data in inactive markets.
We may elect the fair value option for financial instruments and account for investments in debt and equity securities at fair value with changes reported in net income. Investments in privately-held equity and debt securities are valued using significant unobservable inputs or data in inactive markets.
For additional information, see Note 8 – Long-Term Debt and Revolving Credit Arrangements to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
For additional information, see Note 8 – Long-Term Debt and Credit Arrangements in the notes to the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
General and Administrative 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 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.
As of December 31, 2024, we had $5.8 billion available to repurchase shares pursuant to the Share Repurchase Program For additional information, see Note 10 – Stockholders' Equity in the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
As of December 31, 2025, we had $19.2 billion available to repurchase shares pursuant to the Share Repurchase Program. For additional information, see Note 10 – Stockholders' Equity in the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
For additional information, see Note 10 – Stockholders' Equity to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K. Components of Results of Operations Revenue We generate substantially all of our revenue from fees paid by Drivers and Merchants for use of our platform.
For additional information, see Note 8 – Long-Term Debt and Credit Arrangements to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K. Components of Results of Operations Revenue We generate substantially all of our revenue from fees paid by Drivers and Merchants for use of our platform.
For additional information, see Note 8 – Long-Term Debt and Revolving Credit Arrangements to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K. Other Information As of December 31, 2024, $2.7 billion of our $5.9 billion in cash and cash equivalents was held by our foreign subsidiaries.
For additional information, see Note 8 – Long-Term Debt and Credit Arrangements to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K. Other Information As of December 31, 2025, $3.7 billion of our $7.1 billion in cash and cash equivalents was held by our foreign subsidiaries.
Delivery revenue increased primarily attributable to an increase in Delivery Gross Bookings of 17%, driven by an increase in Trip volumes, and a $461 million increase in advertising revenue.
Delivery revenue increased primarily attributable to an increase in Delivery Gross Bookings of 22%, driven by an increase in Trip volumes, and a $568 million increase in advertising revenue.
Income Taxes We are subject to income taxes in the United States and foreign jurisdictions. We account for income taxes using the asset and liability method. 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.
We account for income taxes using the asset and liability method. 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.
We are continuing to monitor the pending implementation of these rules by individual countries and the potential impact on our business. The provision effective in 2024 had an insignificant impact on our tax obligations for 2024.
We are continuing to monitor the pending implementation of these rules by individual countries and the potential impact on our business. The provisions effective in 2025 have an insignificant impact on our tax obligations for 2025.
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.
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.
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.
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.
These non-GAAP financial measures should not be considered in isolation from, or as substitutes for, financial information prepared in accordance with GAAP. 60 Adjusted EBITDA We define Adjusted EBITDA as net income (loss), excluding (i) income (loss) from discontinued operations, net of income taxes, (ii) net income (loss) attributable to non-controlling interests, net of tax, (iii) provision for (benefit from) income taxes, (iv) income (loss) from equity method investments, (v) interest expense, (vi) other income (expense), net, (vii) depreciation and amortization, (viii) stock-based compensation expense, (ix) certain legal, tax, and regulatory reserve changes and settlements, (x) goodwill and asset impairments/loss on sale of assets, (xi) acquisition, financing and divestitures related expenses, (xii) restructuring and related charges and (xiii) other items not indicative of our ongoing operating performance.
Adjusted EBITDA We define Adjusted EBITDA as net income (loss), excluding (i) income (loss) from discontinued operations, net of income taxes, (ii) net income (loss) attributable to non-controlling interests, net of tax, (iii) provision for (benefit from) income taxes, (iv) income (loss) from equity method investments, (v) interest expense, (vi) interest income, (vii) other income (expense), net, (viii) depreciation and amortization, (ix) stock-based compensation expense, (x) certain legal, non-income tax, and regulatory reserve changes and settlements, (xi) goodwill and asset impairments/loss on sale of assets, (xii) acquisition, financing and divestitures related expenses, (xiii) restructuring and related charges and (xiv) other items not indicative of our ongoing operating performance.
(2) See the section titled “Reconciliations of Non-GAAP Financial Measures” for more information and reconciliations to the most directly comparable GAAP financial measure. Mobility Segment For the year ended December 31, 2024 compared to the same period in 2023, Mobility revenue increased $5.3 billion, or 26%, and Mobility Adjusted EBITDA increased $1.5 billion, or 31%.
(2) See the section titled “Reconciliations of Non-GAAP Financial Measures” for more information and reconciliations to the most directly comparable GAAP financial measure. Mobility Segment For the year ended December 31, 2025 compared to the same period in 2024, Mobility revenue increased $4.6 billion, or 18%, and Mobility Adjusted EBITDA increased $1.4 billion, or 22%.
Financing Activities Net cash used in financing activities was $2.1 billion for the year ended December 31, 2024, primarily consisting of $4.0 billion in principal repayment on term loan and notes, $1.3 billion in repurchases of common stock, $851 million in redemption of non-controlling interests, and $172 million of principal payments on finance leases, partially offset by $4.0 billion of proceeds from issuance of term loan and notes, net of issuance costs.
Financing Activities Net cash used in financing activities was $5.7 billion for the year ended December 31, 2025, primarily consisting of $6.5 billion in repurchases of common stock, $2.4 billion in principal repayment on term loan and notes, $157 million of principal payments on finance leases, and $109 million in redemption of non-controlling interests, partially offset by $3.4 billion of proceeds from issuance of term loan and notes, net of issuance costs.
The following table presents a reconciliation of free cash flow to the most directly comparable GAAP financial measure for each of the periods indicated: Year Ended December 31, (In millions) 2023 2024 Free cash flow reconciliation: Net cash provided by operating activities $ 3,585 $ 7,137 Purchases of property and equipment (223) (242) Free cash flow $ 3,362 $ 6,895 62 Liquidity and Capital Resources Year Ended December 31, (In millions) 2023 2024 Net cash provided by operating activities $ 3,585 $ 7,137 Net cash used in investing activities (3,226) (3,177) Net cash used in financing activities (95) (2,087) Operating Activities Net cash provided by operating activities was $7.1 billion for the year ended December 31, 2024, primarily consisting of $9.8 billion of net income including non-controlling interests, adjusted for certain non-cash items, which primarily included $6.0 billion of deferred income taxes, $1.8 billion of stock-based compensation expense, $1.8 billion of unrealized gains from equity securities, $737 million of depreciation and amortization expense, as well as a $2.4 billion increase in cash from working capital.
The following table presents a reconciliation of free cash flow to the most directly comparable GAAP financial measure for each of the periods indicated: Year Ended December 31, (In millions) 2024 2025 Free cash flow reconciliation: Net cash provided by operating activities $ 7,137 $ 10,099 Purchases of property and equipment (242) (336) Free cash flow $ 6,895 $ 9,763 Liquidity and Capital Resources Year Ended December 31, (In millions) 2024 2025 Net cash provided by operating activities $ 7,137 $ 10,099 Net cash used in investing activities (3,177) (3,564) Net cash used in financing activities (2,087) (5,713) Operating Activities Net cash provided by operating activities was $10.1 billion for the year ended December 31, 2025, primarily consisting of $10.1 billion of net income including non-controlling interests, adjusted for certain non-cash items, which primarily included $4.8 billion of deferred income taxes, $1.8 billion of stock-based compensation expense, $747 million of depreciation and amortization expense, as well as a $2.2 billion increase in cash from working capital.
The payments made in 2023 and 2024 are recorded as a receivable in other assets on our consolidated balance sheet because we believe that we will be successful in our appeal, upon which, the full amount of our payments will be returned to us with interest upon completion of the appeals process.
The payments do not represent our acceptance of the assessments. 62 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.
As of December 31, 2024, we had $2.7 billion in non-cancelable commitments, this includes the $2.5 billion in 2022 Cloud Computing Service Agreements discussed above. The non-cancellable commitments have varying expiration terms through November 2029.
As of December 31, 2025, we had $2.4 billion in non-cancelable commitments which includes the $2.1 billion in 2022 Cloud Computing Service Agreements discussed above. The non-cancellable commitments have varying expiration terms through November 2029.
Mobility Adjusted EBITDA increased primarily attributable to an increase in Mobility Gross Bookings, partially offset by a $1.3 billion increase in Driver payments and incentives recorded in Mobility Platform Participant direct transaction costs, and a $1.3 billion increase in insurance expense primarily due to an increase in insurance rate per mile and miles driven, a $188 million increase in credit card processing costs as a result of increased Gross Bookings, a $182 million increase in network costs, and a $125 million increase in headcount costs, recorded in Mobility other expense.
Mobility Adjusted EBITDA increased primarily attributable to an increase in Mobility Gross Bookings, partially offset by a $1.6 billion increase in Driver payments and incentives recorded in Mobility Platform Participant direct transaction costs, a $851 million increase in insurance expense primarily due to an increase in insurance rate per mile and miles driven, a $224 million increase in network costs, a $164 million increase in credit card processing costs as a result of increased Gross Bookings, and a $105 million increase in indirect advertising and marketing, recorded in Mobility other expense.
Provision for (Benefit from) Income Taxes Year Ended December 31, % Change (In millions, except percentages) 2023 2024 Provision for (benefit from) income taxes $ 213 $ (5,758) ** Effective tax rate 9.2 % (139.6) % ** Percentage not meaningful. 2024 Compared to 2023 We regularly assess the need for a valuation allowance against our deferred tax assets.
Provision for (Benefit from) Income Taxes Year Ended December 31, % Change (In millions, except percentages) 2024 2025 Provision for (benefit from) income taxes $ (5,758) $ (4,346) (25) % Effective tax rate (139.6) % (74.9) % 2025 Compared to 2024 We regularly assess the need for a valuation allowance against our deferred tax assets.
Net cash provided by operating activities was $3.6 billion for the year ended December 31, 2023, primarily consisting of $2.2 billion of net income including non-controlling interests, adjusted for certain non-cash items, which primarily included $1.9 billion of stock-based compensation expense, $1.6 billion of unrealized gains from equity securities, $823 million of depreciation and amortization expense, $204 million gain from business divestiture, as well as a $165 million increase in cash from working capital.
Net cash provided by operating activities was $7.1 billion for the year ended December 31, 2024, primarily consisting of $9.8 billion of net income including non-controlling interests, adjusted for certain non-cash items, which primarily included $6.0 billion of deferred income taxes, $1.8 billion of stock-based compensation expense, $1.8 billion of unrealized gains from equity securities, $737 million of depreciation and amortization expense, as well as a $2.4 billion increase in cash from working capital.
Segment Results of Operations We operate our business as three operating and reportable segments: Mobility, Delivery, and Freight. For additional information about our segments, see Note 13 – Segment Information and Geographic Information in the notes to the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
For additional information about our segments, see Note 13 – Segment Information and Geographic Information in the notes to the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
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.
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).
Comparison of the Years Ended December 31, 2023 and 2024 Revenue Year Ended December 31, % Change (In millions, except percentages) 2023 2024 Revenue $ 37,281 $ 43,978 18 % 2024 Compared to 2023 Revenue increased $6.7 billion, or 18% year-over-year, primarily attributable to an increase in Gross Bookings of 18%.
Comparison of the Years Ended December 31, 2024 and 2025 Revenue Year Ended December 31, % Change (In millions, except percentages) 2024 2025 Revenue $ 43,978 $ 52,017 18 % 2025 Compared to 2024 Revenue increased $8.0 billion, or 18% year-over-year, primarily attributable to an increase in Gross Bookings of 19%.
You should review the sections titled “Special Note Regarding Forward-Looking Statements” for a discussion of forward-looking statements and in Part I, Item 1A, “Risk Factors”, for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Annual Report on Form 10-K. 48 Overview We are a technology platform that uses a massive network, leading technology, operational excellence, and product expertise to power movement from point A to point B.
You should review the sections titled “Special Note Regarding Forward-Looking Statements” for a discussion of forward-looking statements and in Part I, Item 1A, “Risk Factors”, for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Annual Report on Form 10-K.
Freight revenue decreased primarily attributable to a 2% decrease in Freight Gross Bookings due to lower revenue per load as a result of the challenging freight market cycle, partially offset by an increase in volume.
Freight revenue decreased primarily attributable to a 1% decrease in Freight Gross Bookings due to lower revenue per load as a result of the challenging freight market cycle.
(2) See the section titled “Certain Key Metrics and Non-GAAP Financial Measures” below for more information. 49 (3) MAPCs presented for annual periods are MAPCs for the fourth quarter of the year.
(2) See the section titled “Certain Key Metrics” below for more information. (3) MAPCs presented for annual periods are MAPCs for the fourth quarter of the year.
Highlights for 2024 In the fourth quarter of 2024, our MAPCs were 171 million, growing 14% compared to the same period in 2023. Overall Gross Bookings increased by $24.9 billion in 2024, up 18%, or 21% on a constant currency basis, compared to 2023.
Highlights for 2025 In the fourth quarter of 2025, our MAPCs were 202 million, growing 18% compared to the same period in 2024. Overall Gross Bookings increased by $30.7 billion in 2025, up 19%, or 20% on a constant currency basis, compared to 2024.
Provision for income taxes decreased by $6.0 billion primarily attributable to the release of $6.4 billion of our valuation allowance of certain U.S. federal and state deferred tax assets in the fourth quarter of 2024.
Provision for income taxes increased by $1.4 billion primarily attributable to the release of $6.4 billion of our valuation allowance of certain U.S. federal and state deferred tax assets in the fourth quarter of 2024 compared to the release of $5.0 billion of our Netherlands valuation allowance during the year ended December 31, 2025.
Delivery Segment For the year ended December 31, 2024 compared to the same period in 2023, Delivery revenue increased $1.5 billion, or 13%, and Delivery Adjusted EBITDA increased $965 million, or 64%.
Delivery Segment For the year ended December 31, 2025 compared to the same period in 2024, Delivery revenue increased $3.5 billion, or 25%, and Delivery Adjusted EBITDA increased $1.1 billion, or 45%.
In 2023, unrealized gain on debt and equity securities, net, includes: a $985 million net unrealized gain on our Aurora investments, a $443 million net unrealized gain on our Didi investment, a $84 million net unrealized gain on our Joby investment, and an $80 million net unrealized gain on our Grab investment, In 2024, net unrealized gain on debt and equity securities, net, includes: 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 56 investment.
In 2024, unrealized gain on debt and equity securities, net, includes: 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.
Financial and Operational Highlights Year Ended December 31, (In millions, except percentages) 2023 2024 % Change % Change (Constant Currency (1) ) Monthly Active Platform Consumers (“MAPCs”) (2), (3) 150 171 14 % Trips (2) 9,448 11,273 19 % Gross Bookings (2) $ 137,865 $ 162,773 18 % 21 % Revenue $ 37,281 $ 43,978 18 % 19 % Income from operations $ 1,110 $ 2,799 152 % Net income attributable to Uber Technologies, Inc. $ 1,887 $ 9,856 ** Adjusted EBITDA (1), (2) $ 4,052 $ 6,484 60 % Net cash provided by operating activities (4) $ 3,585 $ 7,137 99 % Free cash flow (1), (4) $ 3,362 $ 6,895 105 % (1) See the section titled “Reconciliations of Non-GAAP Financial Measures” for more information and reconciliations to the most directly comparable GAAP financial measure.
Financial and Operational Highlights Year Ended December 31, (In millions, except percentages) 2024 2025 % Change % Change (Constant Currency (1) ) Monthly Active Platform Consumers (“MAPCs”) (2), (3) 171 202 18 % Trips (2) 11,273 13,567 20 % Gross Bookings (2) $ 162,773 $ 193,454 19 % 20 % Revenue $ 43,978 $ 52,017 18 % 18 % Income from operations $ 2,799 $ 5,565 99 % Net income attributable to Uber Technologies, Inc. $ 9,856 $ 10,053 2 % Adjusted EBITDA (1) $ 6,484 $ 8,730 35 % Net cash provided by operating activities $ 7,137 $ 10,099 42 % Free cash flow (1) $ 6,895 $ 9,763 42 % (1) See the section titled “Reconciliations of Non-GAAP Financial Measures” for more information and reconciliations to the most directly comparable GAAP financial measure.
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. The outcomes of litigation, regulatory, indirect tax examinations and investigations are inherently uncertain.
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. Income Taxes We are subject to income taxes in the United States and foreign jurisdictions.
We develop and operate proprietary technology applications supporting a variety of offerings on our platform. We connect consumers with providers of ride services, merchants as well as delivery service providers for meal preparation, grocery and other delivery services. Uber also connects consumers with public transportation networks.
We connect consumers with providers of ride services, merchants as well as delivery service providers for meal preparation, grocery and other delivery services. Uber also connects consumers with public transportation networks.
Mobility Gross Bookings grew 25% year-over-year, on a constant currency basis, primarily due to an increase in Mobility Trip volumes. Delivery Gross Bookings grew 17% year-over-year, on a constant currency basis, primarily driven by an increase in Delivery Trip volumes. Freight Gross Bookings declined 2% year-over-year, on a constant currency basis.
Mobility Gross Bookings grew 19% year-over-year, on a constant currency basis, primarily due to an increase in Mobility Trip volumes. Delivery Gross Bookings grew 22% year-over-year, on a constant currency basis, primarily driven by an increase in Delivery Trip volumes. Freight Gross Bookings declined 1% year-over-year, on a constant currency basis, as a result of challenging freight market cycles.
As of December 31, 2024, we have received multiple assessments from the HMRC disputing our application of VAT Order 1987 for the period of March 2022 to June 2024, totaling approximately $1.6 billion (£1.3 billion) for unpaid VAT. Uber paid the assessments in order to proceed with the appeal process. The payments do not represent our acceptance of the assessments.
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.
Call Option”). • Acquisition termination fee. • Other, net. Provision for (Benefit from) Income Taxes We are subject to income taxes in the United States and foreign jurisdictions in which we do business. These foreign jurisdictions have different statutory tax rates than those in the United States.
Provision for (Benefit from) Income Taxes We are subject to income taxes in the United States and foreign jurisdictions in which we do business. These foreign jurisdictions have different statutory tax rates than those in the United States. Additionally, certain of our foreign earnings may also be taxable in the United States.
Results of Operations The following table summarizes our consolidated statements of operations for each of the periods presented (in millions): Year Ended December 31, 2023 2024 Revenue $ 37,281 $ 43,978 Costs and expenses Cost of revenue, exclusive of depreciation and amortization shown separately below 22,457 26,651 Operations and support 2,689 2,732 Sales and marketing 4,356 4,337 Research and development 3,164 3,109 General and administrative 2,682 3,639 Depreciation and amortization 823 711 Total costs and expenses 36,171 41,179 Income from operations 1,110 2,799 Interest expense (633) (523) Other income (expense), net 1,844 1,849 Income before income taxes and income (loss) from equity method investments 2,321 4,125 Provision for (benefit from) income taxes 213 (5,758) Income (loss) from equity method investments 48 (38) Net income including non-controlling interests 2,156 9,845 Less: net income (loss) attributable to non-controlling interests, net of tax 269 (11) Net income attributable to Uber Technologies, Inc. $ 1,887 $ 9,856 53 The following table sets forth the components of our consolidated statements of operations for each of the periods presented as a percentage of revenue (1) : Year Ended December 31, 2023 2024 Revenue 100 % 100 % Costs and expenses Cost of revenue, exclusive of depreciation and amortization shown separately below 60 % 61 % Operations and support 7 % 6 % Sales and marketing 12 % 10 % Research and development 8 % 7 % General and administrative 7 % 8 % Depreciation and amortization 2 % 2 % Total costs and expenses 97 % 94 % Income from operations 3 % 6 % Interest expense (2) % (1) % Other income (expense), net 5 % 4 % Income before income taxes and income (loss) from equity method investments 6 % 9 % Provision for (benefit from) income taxes 1 % (13) % Income (loss) from equity method investments — % — % Net income including non-controlling interests 6 % 22 % Less: net income (loss) attributable to non-controlling interests, net of tax 1 % — % Net income attributable to Uber Technologies, Inc. 5 % 22 % (1) Totals of percentage of revenues may not foot due to rounding.
For additional information, see “Note 4 – Equity Method Investments” to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K. 52 Results of Operations The following table summarizes our consolidated statements of operations for each of the periods presented (in millions): Year Ended December 31, 2024 2025 Revenue $ 43,978 $ 52,017 Costs and expenses Cost of revenue, exclusive of depreciation and amortization shown separately below 26,651 31,338 Operations and support 2,732 2,854 Sales and marketing 4,337 4,898 Research and development 3,109 3,402 General and administrative 3,639 3,241 Depreciation and amortization 711 719 Total costs and expenses 41,179 46,452 Income from operations 2,799 5,565 Interest expense (523) (440) Interest income 721 743 Other income (expense), net 1,128 (68) Income before income taxes and loss from equity method investments 4,125 5,800 Provision for (benefit from) income taxes (5,758) (4,346) Loss from equity method investments (38) (53) Net income including non-controlling interests 9,845 10,093 Less: net income (loss) attributable to non-controlling interests, net of tax (11) 40 Net income attributable to Uber Technologies, Inc. $ 9,856 $ 10,053 The following table sets forth the components of our consolidated statements of operations for each of the periods presented as a percentage of revenue (1) : Year Ended December 31, 2024 2025 Revenue 100 % 100 % Costs and expenses Cost of revenue, exclusive of depreciation and amortization shown separately below 61 % 60 % Operations and support 6 % 5 % Sales and marketing 10 % 9 % Research and development 7 % 7 % General and administrative 8 % 6 % Depreciation and amortization 2 % 1 % Total costs and expenses 94 % 89 % Income from operations 6 % 11 % Interest expense (1) % (1) % Interest income 2 % 1 % Other income (expense), net 3 % — % Income before income taxes and loss from equity method investments 9 % 11 % Provision for (benefit from) income taxes (13) % (8) % Loss from equity method investments — % — % Net income including non-controlling interests 22 % 19 % Less: net income (loss) attributable to non-controlling interests, net of tax — % — % Net income attributable to Uber Technologies, Inc. 22 % 19 % 53 (1) Totals of percentage of revenues may not foot due to rounding.
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.
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.
Other Income (Expense), Net Other income (expense), net primarily includes the following items: • Interest income, which consists primarily of interest earned on our cash and cash equivalents, short-term investments, restricted cash and cash equivalents and restricted investments. • Foreign currency exchange gains (losses), net, which consist primarily of remeasurement of transactions and monetary assets and liabilities denominated in currencies other than the functional currency at the end of the period. • Gain on business divestitures, net. • Gain (loss) from sale of investments. • Unrealized gain (loss) on debt and equity securities, net, which consists primarily of gains (losses) from fair value adjustments relating to our marketable and non-marketable securities. • Impairment of equity method investment. • Revaluation of MLU B.V. call option, which represents changes in fair value recorded on the call option granted to Yandex (“MLU B.V.
Other Income (Expense), Net Other income (expense), net primarily includes the following items: • Foreign currency exchange gains (losses), net, which consist primarily of remeasurement of transactions and monetary assets and liabilities denominated in currencies other than the functional currency at the end of the period. • Unrealized gain (loss) on debt and equity securities, net, which consists primarily of gains (losses) from fair value adjustments relating to our marketable and non-marketable securities. • Acquisition termination fee. • Other, net.
Cost of Revenue, Exclusive of Depreciation and Amortization Year Ended December 31, % Change (In millions, except percentages) 2023 2024 Cost of revenue, exclusive of depreciation and amortization $ 22,457 $ 26,651 19 % Percentage of revenue 60 % 61 % 2024 Compared to 2023 Cost of revenue, exclusive of depreciation and amortization, increased $4.2 billion, or 19%, mainly due to a $1.3 billion increase in insurance expense primarily due to an increase in insurance rate per mile and miles driven in our Mobility business, a $1.3 billion increase in Driver payments and incentives that are recorded in cost of revenue, exclusive of depreciation and amortization, as a result of increased Mobility Gross Bookings in certain markets, a $718 million increase in Courier payments and incentives that are recorded in cost of revenue, exclusive of depreciation and amortization, as a result of increased Delivery Gross Bookings in certain markets, and a $303 million increase in credit card processing costs, as a result of increased Gross Bookings. 54 Operations and Support Year Ended December 31, % Change (In millions, except percentages) 2023 2024 Operations and support $ 2,689 $ 2,732 2 % Percentage of revenue 7 % 6 % 2024 Compared to 2023 Operations and support expenses increased $43 million, or 2%, primarily attributable to a $66 million increase in employee headcount costs and a $34 million increase in stock-based compensation, partially offset by a $63 million decrease in Driver background check costs.
Cost of Revenue, Exclusive of Depreciation and Amortization Year Ended December 31, % Change (In millions, except percentages) 2024 2025 Cost of revenue, exclusive of depreciation and amortization $ 26,651 $ 31,338 18 % Percentage of revenue 61 % 60 % 2025 Compared to 2024 Cost of revenue, exclusive of depreciation and amortization, increased $4.7 billion, or 18%, mainly due to a $1.6 billion increase in Driver payments and incentives that are recorded in cost of revenue, exclusive of depreciation and amortization, as a result of increased Mobility Gross Bookings in certain markets, a $1.6 billion increase in Courier payments and incentives that are recorded in cost of revenue, exclusive of depreciation and amortization, as a result of increased Delivery Gross Bookings in certain markets, and a $851 million increase in insurance expense primarily due to an increase in insurance rate per mile and miles driven in our Mobility business.
We would expect revenue to fluctuate on an absolute dollar basis for the foreseeable future based upon factors such as Trip volume, Driver supply, macroeconomic conditions, global travel activities and management pricing and promotional activities. During the year ended December 31, 2023, we implemented a business model change in certain major markets resulting in end-users becoming our customers.
We would expect revenue to fluctuate on an absolute dollar basis for the foreseeable future based upon factors such as Trip volume, Driver supply, macroeconomic conditions, global travel activities and management pricing and promotional activities.
Revenue was $44.0 billion, up 18% year-over-year, primarily attributable to an increase in Gross Bookings of 18%. The increase in Gross Bookings was primarily driven by an increase in Mobility and Delivery Trip volumes.
Revenue was $52.0 billion, up 18% year-over-year, primarily attributable to an increase in Gross Bookings of 19%.
Based on all available positive and negative evidence, including the objective and verifiable positive evidence as described above and anticipated future earnings, we concluded it is more-likely-than-not that a majority of our U.S. federal and state deferred tax assets will be realizable.
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.
Other Income (Expense), Net Year Ended December 31, % Change (In millions, except percentages) 2023 2024 Interest income $ 484 $ 721 49 % Foreign currency exchange gains (losses), net (182) (391) (115) % Gain on business divestitures, net 204 — (100) % Loss from sale of investment (74) — 100 % Unrealized gain (loss) on debt and equity securities, net 1,610 1,832 14 % Acquisition termination fee (1) — (236) (100) % Other, net (198) (77) 61 % Other income (expense), net $ 1,844 $ 1,849 — % Percentage of revenue 5 % 4 % (1) Refer to Note 1 – Description of Business and Summary of Significant Accounting Policies included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K for further information on Foodpanda Taiwan. 2024 Compared to 2023 Interest income increased by $237 million primarily attributable to a larger investment portfolio compared to the same period in 2023.
Other Income (Expense), Net Year Ended December 31, % Change (In millions, except percentages) 2024 2025 Foreign currency exchange gains (losses), net (391) 89 ** Unrealized gain (loss) on debt and equity securities, net 1,832 (97) ** Acquisition termination fee (1) (236) — 100 % Other, net (77) (60) 22 % 55 Other income (expense), net $ 1,128 $ (68) ** Percentage of revenue 3 % — % (1) Refer to Note 1 – Description of Business and Summary of Significant Accounting Policies included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K for further information on Foodpanda Taiwan. ** Percentage not meaningful. 2025 Compared to 2024 Unrealized gain (loss) on debt and equity securities, net decreased by $1.9 billion primarily represents changes in the fair value of our equity investments.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

13 edited+5 added−2 removed3 unchanged
Biggest changeWe are exposed to certain risks related to the carrying amounts of investments in other companies, including our minority-owned, privately-held entities and public companies, compared to their fair value. We hold privately held investments in illiquid private company stock which are inherently difficult to value given the lack of publicly available information.
Biggest changeWe hold privately-held investments in illiquid private company stock which are inherently difficult to value given the lack of publicly available information. We also hold equity securities with readily determinable fair values which are subject to equity price risk.
We enter into foreign currency derivative contracts to mitigate the foreign exchange risk associated with assets and liabilities denominated in currencies other than our functional currency. While these contracts help reduce the impact of foreign currency fluctuations, they do not fully eliminate this risk. 69
We enter into foreign currency derivative contracts to mitigate the foreign exchange risk associated with assets and liabilities denominated in currencies other than our functional currency. While these contracts help reduce the impact of foreign currency fluctuations, they do not fully eliminate this risk.
For additional information, see Note 8 – Long-Term Debt and Revolving Credit Arrangements in the notes to the consolidated financial statements included in Part II, Item 8, of this Annual Report on Form 10-K.
For additional information, see Note 8 – Long-Term Debt and Credit Arrangements in the notes to the consolidated financial statements included in Part II, Item 8, of this Annual Report on Form 10-K.
Our investment policy objective aims to preserve capital and meet liquidity requirements without significantly increasing risk. We had cash and cash equivalents including restricted cash and cash equivalents totaling $7.0 billion and $8.6 billion as of December 31, 2023 and December 31, 2024, respectively.
Our investment policy objective aims to preserve capital and meet liquidity requirements without significantly increasing risk. We had cash and cash equivalents including restricted cash and cash equivalents totaling $8.6 billion and $9.6 billion as of December 31, 2024 and December 31, 2025, respectively.
Marketable debt securities classified as restricted investments and short-term investments totaled $8.1 billion as of December 31, 2024. As of December 31, 2024, our cash, cash equivalents, and marketable debt securities primarily consist of money market funds, cash deposits, U.S. government securities, U.S. government agency securities, and investment-grade corporate debt securities.
Marketable debt securities classified as restricted investments and short-term investments totaled $9.4 billion as of December 31, 2025. As of December 31, 2025, our cash, cash equivalents, and marketable debt securities primarily consist of money market funds, cash deposits, U.S. government securities, U.S. government agency securities, investment-grade corporate debt securities, and asset-backed securities.
We do not enter into investments for trading or speculative purposes. Investments in fixed rate securities carry a degree of interest rate risk. Changes in rates would primarily impact interest income due to the relatively short-term nature of our investments. A hypothetical 100 basis point change in interest rates would not have a material effect on our financial results.
We do not enter into investments for trading or speculative purposes. Investments in fixed rate securities carry a degree of interest rate risk. Changes in rates would primarily impact interest income due to the relatively short-term nature of our investments.
Cash deposits typically exceed insured limits and are placed with financial institutions around the world that we believe are of high credit quality. These deposits are in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits.
Investment Risk 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. These deposits are in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits.
Accordingly, changes in exchange rates may negatively affect our future revenue and other operating results as expressed in U.S. dollars. Our foreign currency risk is partially mitigated as our revenue recognized in currencies other than the U.S. dollar is diversified across geographic regions and we incur expenses in the same currencies in such regions.
Our foreign currency risk is partially mitigated as our revenue recognized in currencies other than the U.S. dollar is diversified across geographic regions and we incur expenses in the same currencies in such regions.
We also hold equity securities with readily determinable fair values which are subject to equity price risk. These investments in privately-held entities and public companies may increase the volatility in our net income/(loss) in future periods due to changes in the fair value of these investments.
These investments in privately-held entities and public companies may increase the volatility in our net income/(loss) in future periods due to changes in the fair value of these investments.
Our international revenue, as well as costs and expenses denominated in foreign currencies, expose us to the risk of fluctuations in foreign currency exchange rates against the U.S. dollar. We are exposed to foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar.
We are exposed to foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar. Accordingly, changes in exchange rates may negatively affect our future revenue and other operating results as expressed in U.S. dollars.
The fair value of our fixed rate notes will generally fluctuate with movements of interest rates, increasing in periods of declining rates of interest and declining in periods of increasing rates of interest.
The fair value of our fixed rate notes will generally fluctuate with movements of interest rates, increasing in periods of declining rates of interest and declining in periods of increasing rates of interest. A hypothetical 100 basis point increase in interest rates would have decreased the fair value of our notes by $538 million as of December 31, 2025.
In September 2024, we fully repaid all loans outstanding under this term loan agreement. As a result, our primary exposure to market risks for changes in interest rates relate primarily to the new Credit Agreement of which we currently have no drawn amounts as of December 31, 2024.
These risks primarily include interest rate risk, investment risk, and foreign currency risk as follows: Interest Rate Risk Our primary exposure to market risks for changes in interest rates relate primarily to our credit agreement of which we currently have no drawn amounts as of December 31, 2025.
In certain cases, our ability to sell these investments may be impacted by contractual obligations to hold the securities for a set period of time after a public offering. As of December 31, 2024, the carrying value of these investments was $8.8 billion, including equity method investments. Foreign Currency Risk We transact business globally in multiple currencies.
In certain cases, our ability to sell these investments may be impacted by contractual obligations to hold the securities for a set period of time after a public offering, until the obligations are fulfilled or the pledged assets are otherwise released under a collateral agreement.
Removed
These risks primarily include interest rate risk, investment risk, and foreign currency risk as follows: Interest Rate Risk As of June 30, 2024, we had approximately $1.97 billion in aggregate principal amount outstanding of the 2030 Refinanced Term Loans, which were floating rate notes carried at amortized cost and subject to interest rate risk.
Added
A hypothetical 100 basis point change in interest rates would not have a material effect on our financial results and on the fair value of our marketable debt securities. We are exposed to certain risks related to the carrying amounts of investments in other companies, including our minority-owned, privately-held entities and public companies, compared to their fair value.
Removed
A hypothetical 100 basis point increase in interest rates would have decreased the fair value of our notes by $461 million as of December 31, 2024. 68 Investment Risk Our investment policy limits the amount of credit exposure with any one financial institution or commercial issuer.
Added
As of December 31, 2025, the carrying value of these investments was $9.5 billion, including equity method investments. Foreign Currency Risk We transact business globally in multiple currencies. Our international revenue, as well as costs and expenses denominated in foreign currencies, expose us to the risk of fluctuations in foreign currency exchange rates against the U.S. dollar.
Added
We enter into foreign currency derivatives to protect forecasted U.S. dollar-equivalent earnings from changes in foreign currency exchange rates. When the U.S. dollar strengthens, gains from foreign currency forward contracts reduce the foreign currency losses related to our earnings. When the U.S. dollar weakens, losses from foreign currency forward contracts offset the foreign currency gains related to our earnings.
Added
These hedging contracts reduce, but do not entirely eliminate, the effect of foreign currency exchange rate movements. We designate these contracts as cash flow hedges for accounting purposes.
Added
We reflect the gains and losses of foreign currency spot rate changes as a component of accumulated other comprehensive income (loss) and subsequently reclassify them into revenues to offset the hedged exposures as they occur. 67

Other UBER 10-K year-over-year comparisons