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What changed in Lyft, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Lyft, Inc.'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.

+510 added−600 removedSource: 10-K (2026-02-11) vs 10-K (2025-02-14)

Top changes in Lyft, Inc.'s 2025 10-K

510 paragraphs added · 600 removed · 388 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeLaws, regulations and standards governing issues such as TNCs, public companies, ridesharing, worker classification, labor and employment, anti-discrimination, payments, gift cards, whistleblowing and worker confidentiality obligations, product liability, defects, recalls, auto maintenance and repairs, personal injury, advertising, text messaging, subscription services, intellectual property, securities, consumer protection, taxation, privacy, data security, competition, unionizing and collective action, antitrust, arbitration agreements and class action waiver provisions, terms of service, mobile application accessibility, autonomous vehicles, bike and scooter sharing, insurance, vehicle rentals, money transmittal, non-emergency medical transportation, healthcare fraud, waste, and abuse, environmental health and safety, greenhouse gas emissions, background checks, public health, anti-corruption, anti-bribery, political contributions, lobbying, import and export restrictions, trade and economic sanctions, foreign ownership and investment, foreign exchange controls and delivery of goods including (but not limited to) medical supplies, perishable foods and prescription drugs are often complex and are subject to varying interpretations, in many cases due to their lack of specificity.
Biggest changeLaws, regulations and standards governing issues such as TNCs, ridesharing, worker classification, labor and employment, payments, advertising, text messaging, intellectual property, taxation, privacy, data security, competition, unionizing and collective action, antitrust, mobile application accessibility, AVs, bike and scooter sharing, and insurance are often complex and are subject to varying interpretations, in many cases due to their lack of specificity.
For additional information, see the sections titled “Risk Factors—Risks Related to Regulatory and Legal Factors—Claims by others that we infringed their proprietary technology or other intellectual property rights could harm our business” 7 and “Risk Factors—Risks Related to Regulatory and Legal Factors—Failure to protect or enforce our intellectual property rights could harm our business, financial condition and results of operations.” Competition The market for Transportation-as-a-Service (“TaaS”) networks is intensely competitive and characterized by rapid changes in technology, shifting levels of demand and frequent introductions of new services and offerings.
For additional information, see the sections titled “Risk Factors—Risks Related to Regulatory and Legal Factors—Claims by others that we infringed their proprietary technology or other intellectual property rights could harm our business” and “Risk Factors—Risks Related to Regulatory and Legal Factors—Failure to protect or enforce our intellectual property rights could harm our business, financial condition and results of operations.” Competition The market for Transportation-as-a-Service (“TaaS”) networks is intensely competitive and characterized by rapid changes in technology, shifting levels of demand and frequent introductions of new services and offerings.
Utilizing machine learning capabilities to predict future behavior based on many years of historical data and use cases, we employ various levers to balance supply and demand in the marketplace, creating increased driver earnings while maintaining strong service levels for riders. We also leverage our data science and algorithms to inform our product development.
Utilizing machine learning capabilities to predict future behavior based on many years of historical data and use cases, we employ various levers to balance supply and demand in the marketplace, 6 creating increased driver earnings while maintaining strong service levels for riders. We also leverage our data science and algorithms to inform our product development.
If a ride is more than ten minutes late for a scheduled pick-up to the airport, we will offer up to $100 in Lyft credits to make up for it. 6 • Affordability . Our platform empowers riders to choose from a broad set of transportation options to easily optimize for cost, comfort and time.
If a ride is more than ten minutes late for a scheduled pick-up to the airport, we will offer up to $100 in Lyft credits to make up for it. • Affordability . Our platform empowers riders to choose from a broad set of transportation options to easily optimize for cost, comfort and time.
The contents of our websites and corporate reports mentioned herein are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites or the contents of our websites are intended to be inactive textual references only. 11
The contents of our websites and corporate reports mentioned herein are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites or the contents of our websites are intended to be inactive textual references only. 10
Our Proprietary Data-Driven Technology Platform Our robust technology platform powers the millions of rides and connections that we facilitate every day and provides insights that drive our platform in real-time. We leverage historical data to continuously improve experiences for drivers and riders on our platform.
Our Proprietary Data-Driven Technology Platform Our robust technology platform powers the millions of rides and connections that we facilitate every day and provides insights that drive our platform in real-time. We leverage historical data to continuously improve experiences for drivers and riders.
Drivers on our platform also have key benefits, which include: • Flexibility. We offer drivers the flexibility to generate income on their own schedule, so they can best prioritize what is important in their lives. • Technology.
Drivers on our platform also generally have key benefits, which include: • Flexibility. We offer drivers the flexibility to generate income on their own schedule, so they can best prioritize what is important in their lives. • Technology.
Our Technology Infrastructure and Operations We organize our product teams with a full-stack development model, integrating product management, engineering, analytics, data science and design. We focus on affordability, reliability, efficiency, optimization and cohesion when developing our software. Our offerings are mobile-first and platform agnostic. We seek to continuously improve the Lyft Platform and the Lyft App.
Our Technology Infrastructure and Operations We organize our product teams with a full-stack development model, integrating product management, engineering, analytics, data science and design. We focus on affordability, reliability, efficiency, optimization and cohesion when developing our software. Our offerings are mobile-first and platform agnostic. We seek to continuously improve the Lyft Platform and the Lyft apps.
Our marketing efforts bring our brand to life across a variety of communication channels ranging from national broadcast campaigns to more direct communications like email and social media engagement. We also benefit from positive word of mouth in the existing Lyft rider and driver communities.
Our marketing efforts bring our brand to life across a variety of communication channels ranging from national advertising campaigns to more direct communications like email and social media engagement. We also benefit from positive word of mouth in the existing Lyft rider and driver communities.
Unless otherwise stated, riders are passengers who request rides from drivers in our ridesharing marketplace, or renters of a shared bike, scooter or automobile available on the Lyft App. We work hard to provide riders with a quality experience every time they open the Lyft App, so riders will continue to select Lyft as their transportation network of choice.
Unless otherwise stated, riders are passengers who request rides from drivers in our ridesharing marketplace, or renters of a shared bike or scooter available on the Lyft apps. We work hard to provide riders with a quality experience every time they open the Lyft apps, so riders will continue to select Lyft as their transportation network of choice.
We have invested in a patent program to identify and protect a substantial portion of our strategic intellectual property in ridesharing, autonomous vehicle-related technology, micro-mobility, telecommunications, networking and other technologies relevant to our business.
We have invested in a patent program to identify and protect a substantial portion of our strategic intellectual property in ridesharing, autonomous vehicle (“AV”) and AV-related technology, micro-mobility, telecommunications, networking and other technologies relevant to our business.
Our core offering connects drivers with riders. The scale of our network enables us to predict demand and proactively incentivize drivers to be available for rides in the right place at the right time. This allows us to optimize earning opportunities for drivers and offer convenient rides for riders, creating sustainable value to both sides of our marketplace.
The scale of our network enables us to predict demand and proactively incentivize drivers to be available for rides in the right place at the right time. This allows us to optimize earning opportunities for drivers and offer convenient rides for riders, creating sustainable value to both sides of our marketplace.
Once a user enables this feature, a user’s trusted contacts (who they shared their location with) can see trip status and where they are on the map. • Emergency help, supported by ADT.
Once a user enables this feature, a user’s trusted contacts (who they shared their location with) can see trip status and where they are on the map. • Emergency help.
Through our Express Drive program, drivers can enter into rental agreements with our independently managed subsidiary, Flexdrive, and our rental car partners for vehicles that may be used to provide ridesharing services on the Lyft Platform. • Light Vehicles.
Through our Express Drive program, drivers can enter into rental agreements with our independently managed subsidiary, Flexdrive Services, LLC (“Flexdrive”), and our rental car partners for vehicles that may be used to provide ridesharing services on the Lyft Platform. • Bikes and Scooters.
There are also a number of companies developing autonomous vehicle technology and TaaS offerings that either are competing with us or may compete with us in the future, including Alphabet (Waymo), Amazon (Zoox), Baidu, Motional, and Tesla as well as many other technology companies and automobile manufacturers and suppliers.
There are also a number of companies developing and introducing AV technology and TaaS offerings that either are competing with us or may compete with us in the future, including Alphabet (Waymo), Amazon (Zoox), Baidu, Bolt, and Tesla as well as many other technology companies and automobile manufacturers and suppliers.
Business We work with organizations across a wide range of industries to deliver transportation solutions. Our comprehensive set of solutions allows clients to design, manage and pay for ground transportation programs that contribute to productivity and satisfaction while reducing cost and streamlining operations.
(“ADT”), and partnerships with leading national organizations to inform our safety policies. Business We work with organizations across a wide range of industries to deliver transportation solutions. Our comprehensive set of solutions allows clients to design, manage, and pay for ground transportation programs that contribute to productivity and satisfaction while reducing cost and streamlining operations.
We also generate revenue from licensing and data access agreements, the sale of bikes and bike station software and hardware, advertising services, riders renting Light Vehicles, drivers renting vehicles through Express Drive and by making our ridesharing marketplace available to organizations through our Lyft Business offerings, such as our Concierge and Lyft Pass programs.
We also generate revenue from licensing and data access agreements, the sale of bikes and bike station software and hardware, advertising services, riders renting through our network of shared bikes and scooters, drivers renting vehicles through Express Drive and by making our ridesharing marketplace available to organizations through our Lyft Business offerings.
They represent all adult age groups and backgrounds and use Lyft to commute to and from work, explore their cities, spend more time at local businesses and stay out longer knowing they can get a reliable ride home.
Riders Riders are as diverse and dynamic as the communities we serve. They represent all adult age groups and backgrounds and use Lyft to commute to and from work, explore their cities, spend more time at local businesses and stay out longer knowing they can get a reliable ride home.
Demand for our transportation network has historically declined over the winter season and demand for our network of Light Vehicles has historically increased during more temperate and dry seasons. Our Brand and Marketing Our purpose is to serve and connect. The Lyft brand is rooted in expecting more from every journey.
Demand for our transportation network has historically declined over the winter season and our network of shared bikes and scooters has historically had stronger demand during more temperate and dry seasons. 7 Our Brand and Marketing Our purpose is to serve and connect. The Lyft brand is rooted in expecting more from every journey.
We strive to ensure that riders can get a ride when they want one. We leverage our proprietary dispatch platform and data to help drivers and riders connect efficiently and reduce wait times. Scheduled rides to the airport are backed by our on-time pickup promise in many major markets.
We leverage our proprietary dispatch platform and data to help drivers and riders connect efficiently and reduce wait times. Scheduled rides to the airport are backed by our on-time pickup promise in many major markets.
Our ridesharing marketplace connects drivers with riders in cities across the United States and in certain cities in Canada. In addition to our standard rideshare offering, riders can select a variety of other rideshare offerings which include, but are not limited to, Wait & Save, Priority Pickup, XL, Extra Comfort, Black, Black SUV, and Green. • Express Drive.
In addition to our standard rideshare offering, riders can select a variety of other offerings which include, but are not limited to, Wait & Save, Priority Pickup, XL, Extra Comfort, Black, Black SUV, and Green. • Express Drive.
Our Safety team is standing by, ready to help via phone or chat, and every member of the Safety team is a credentialed victim advocate. Each member has training in trauma-informed care. • Smart trip check-in.
Our SCC team is standing by, ready to help via phone or chat 24/7, and every member of the SCC team is a credentialed victim advocate. Each member has training in trauma-informed care. • Smart trip check-in. Our platform employs machine learning to monitor rides in real-time, analyzing GPS trajectory, speed, stops, and historical patterns.
Since day one, we have worked continuously to enhance the safety of our platform and the ridesharing industry by developing innovative products, policies and processes. We have a dedicated safety response team, Emergency Help with ADT, Inc. (“ADT”), and partnerships with leading national organizations to inform our safety policies.
Since day one, we have worked continuously to enhance the safety of our platform and the ridesharing industry by developing products, policies and processes. In the United States, we have a dedicated safety response team for live support available via phone or chat 24/7, Emergency Help with ADT, Inc.
Similarly, in the United States, we also 8 continuously check driving records so that we can promptly identify and remove drivers from the platform upon detection of a disqualifying violation. • Share location . The Lyft App provides real-time ride tracking, so riders can share their exact location and route with family and friends.
In the United States, continuous criminal monitoring allows us to quickly deactivate drivers with disqualifying criminal convictions. Similarly, in the United States, we also continuously check driving records so that we can promptly identify and remove drivers from the platform upon detection of a disqualifying violation. • Safety education.
Our main ridesharing competitor in the United States and Canada is Uber, though we also compete with other ridesharing transportation network companies, and taxi cab and livery companies as well as traditional automotive manufacturers. Our main competitors in the bike and scooter sharing market include Lime, Bird, Fifteen, nextbike and Dott.
Our main competitors in the bike and scooter sharing market include Lime, Bird, Fifteen, nextbike and Dott. We also compete with other manufacturers of bike and scooter sharing equipment for sales of such equipment, particularly in markets outside of the United States.
While riders and drivers are able to call or text one another through the app, personal information, including real user phone numbers, are not revealed. Drivers are also not able to see a rider’s specific drop-off location, whether it’s a specific address or a cross-street, after the ride is complete. • Two-way ratings and feedback.
Drivers are also not able to see a rider’s specific drop-off location, whether it’s a specific address or a cross-street, after the ride is complete. 8 • Two-way ratings and feedback. At the end of each trip, drivers and riders are prompted to rate their ride. Low ratings and negative feedback trigger automated safety reviews.
Anyone who rates a rider or driver three stars or fewer will never be matched with that individual again through the app. • Industry Sharing Safety Program. Lyft partners with certain companies to share information about the drivers who are deactivated from certain rideshare and delivery platforms for specific select reasons.
Users with consistently low ratings or concerning patterns may face warnings, suspensions, or permanent deactivation. • Industry Sharing Safety Program. Lyft partners with certain companies to share information about the drivers who are deactivated from certain rideshare and delivery platforms for specific select reasons.
We offer drivers access to 24/7 support and earnings tools as well as education resources and other support to meet their personal goals. Riders Riders are as diverse and dynamic as the communities we serve.
To help us uphold high community standards, we give both drivers and riders the opportunity to rate each other after a ride booked through the Lyft apps. • Support. We offer drivers access to 24/7 support and earnings tools as well as education resources and other support to meet their personal goals.
We also compete with other manufacturers of bike and scooter sharing equipment for sales of such equipment, particularly in markets outside of the United States. Additionally, there are other non-U.S.-based TaaS network companies, non-ridesharing transportation network companies and traditional automotive manufacturers that may expand into the United States and Canada.
Additionally, there are other non-U.S.-based TaaS network companies, bike and scooter sharing companies, consumer vehicle rental companies, non-ridesharing TNCs and traditional automotive manufacturers that may expand into North America and Europe.
Substantially all of our revenue is generated from our ridesharing marketplace that connects drivers and riders. We collect service fees and commissions from drivers for their use of our ridesharing marketplace. As drivers accept more rider leads, Gross Bookings 1 and Rides 1 increase, driving more revenue.
Our Lyft mobile application (“Lyft App”) connect riders with drivers for on-demand ride services and supports a variety of other multimodal solutions. Substantially all of our revenue is generated from our ridesharing marketplace that connects drivers and riders. We collect service fees and commissions from drivers for their use of our ridesharing marketplace.
Additional transportation modes, such as Light Vehicles, offer more options for shorter trips. We also continue to launch new features, such as Women+ Connect and Price Lock. The more rides that are taken on our platform, the better we are able to offer riders personalized experiences most suitable to their trip. • Availability and Reliability.
The more rides that are taken on our platform, the better we are able to offer riders personalized experiences most suitable to their trip. • Availability and Reliability. We strive to ensure that riders can get a ride when they want one.
We anticipate continued challenges from current competitors as well as from new entrants into the TaaS market. We believe we can compete favorably.
We have entered into strategic collaborations and partnerships with certain of the aforementioned competitors, including with respect to AVs, and these partnerships may lead to actual or perceived conflicts of interest or misalignment of strategic objectives. We anticipate continued challenges from current competitors as well as from new entrants into the TaaS market. We believe we can compete favorably.
Every driver is required to pass a professionally administered criminal background check before they drive and each year after that. In the United States, continuous criminal monitoring allows us to quickly deactivate drivers with disqualifying criminal convictions.
Our safety strategy integrates multiple protection layers across the entire lifecycle, combining technology, policy and human expertise: • Annual background checks and ongoing criminal monitoring for drivers . Every driver is required to pass a professionally administered criminal background check before they drive and each year after that.
To ensure we are delivering exceptional service levels and upholding high quality standards, we have established our Safety and Customer Care, or SCC, team as a key part of our organization. SCC is in charge of fielding safety and customer support inquiries and is available through multiple channels, including via self-service and assisted support directly within our apps.
To ensure we are delivering exceptional service levels and upholding high quality standards, we have an established Safety and Customer Care (“SCC”) team as a key part of our organization. SCC aims to listen to customers, quickly resolve problems when they occur, learn from problems that arise and maintain trust with drivers and riders.
We procure insurance that helps protect transportation network company (“TNC”) drivers against financial losses related to automobile accidents while on the platform. • Community Standards. To help us uphold high community standards, we give both drivers and riders the opportunity to rate each other after a ride booked through the Lyft App. • Support.
We also remain committed to a differentiated, fair and transparent approach to driver earnings. • Insurance. We procure insurance as required by transportation network company (“TNC”) regulations to protect drivers against financial losses related to automobile accidents while on the platform. 5 • Community Standards.
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Item 1. Business. Overview Lyft, Inc. (the “Company” or “Lyft”) started a movement to revolutionize transportation. In 2012, we launched our peer-to-peer marketplace for on-demand ridesharing and have continued to pioneer innovations. Today, Lyft is one of the largest multimodal transportation networks in the United States and Canada. We have an important purpose, which is to serve and connect.
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Item 1. Business. Overview Lyft, Inc. (the “Company” or “Lyft”) operates as a global mobility platform offering a mix of rideshare, taxis, private hire vehicles, executive chauffeur services, car sharing, bikes and scooters. Our established, scaled network of users is brought together by our robust technology platform (the “Lyft Platform”) that powers rides and connections every day.
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We strive to get riders out into the world so they can live their lives together, and to provide drivers a way to work that gives them control over their time and money. Our ridesharing marketplace connects drivers with riders via the Lyft mobile application (the “Lyft App”) in cities across the United States and in certain cities in Canada.
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In 2025, we expanded our operations beyond North America and strengthened our global footprint. We entered nine new countries and more than 180 cities through our acquisition of Intelligent Apps GmbH (d/b/a Freenow) in July 2025, a leading European multimodal app with taxi offering at its core.
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We have established a scaled network of users brought together by our robust technology platform (the “Lyft Platform”) that powers rides and connections every day. We leverage our technology platform, the scale and density of our user network and insights from a significant number of rides to improve our ridesharing marketplace efficiency and develop new offerings.
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In October 2025, we acquired TheBookingRoomGroup Limited (d/b/a TBR Global Chauffeuring, or “TBR”), a global luxury chauffeuring company that operates in thousands of cities worldwide. As a result of these acquisitions, as well as additional expansion of our business, we now operate in thousands of cities across six continents.
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We’ve also taken steps to ensure our network is well positioned to benefit from technological innovation in mobility. Our offerings on the Lyft App include an expanded set of transportation modes in select cities, such as access to a network of shared bikes and scooters (“Light Vehicles”) for shorter rides and first-mile and last-mile legs of multimodal trips.
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For additional information, see Note 4 “Acquisitions” included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K. Our Transportation Network Our transportation network is primarily comprised of: • Ridesharing Marketplace. Our core offering connects drivers with riders.
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Riders and drivers want and value choice, and we believe there remains an opportunity for growth in our marketplace. In July 2024, we launched Price Lock, a new subscription offering that caps the price of a rider's regular and scheduled rides on a specified route during the rider's chosen pickup time.
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Our ridesharing marketplace, inclusive of taxis, private hire vehicles, executive chauffeur services and car sharing, connects drivers with riders in cities across six continents in select cities.
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Additionally, in February 2024, we launched the driver earnings commitment in limited markets, where we ensure drivers will earn at least 70% of weekly passenger payments after external fees. We then expanded this earnings commitment to all markets in the United States in May 2024.
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Additional transportation modes, such as our network of shared bikes and scooters, offer more options for shorter trips. We also continue to launch new features such as Lyft Silver and the ability to “favorite” a driver.
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In September 2023, we launched Women+ Connect, a new feature that currently offers women and nonbinary riders and drivers the option to turn on a preference within the Lyft App to prioritize matches with nearby women and nonbinary riders and drivers and in 2024, we extended Women+ Connect nationwide.
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Our main ridesharing competitor is Uber and our main competitors for app-based intermediation services for taxi and private hire vehicles are Uber and Bolt, though we also compete with other TNCs, taxi cab and livery companies as well as traditional automotive manufacturers and technology companies.
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In November 2024, we announced plans for multiple AV partnerships that will connect the Lyft community with AV rides in the Lyft app. We are focused on delivering a great rideshare experience and will continue to innovate for drivers and riders, creating an increasingly differentiated service over time.
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Our Commitment to Safety Everyone deserves to feel safe and respected on the Lyft Platform. We owe it to every rider and driver to continuously ensure our platform has appropriate safety measures, and are continually investing in tools and policies to help ensure safety is embedded into every experience.
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In 2024, we achieved net income for the first time in our operating history and record cash flow generation. We are committed to building a durable, healthy and profitable business for riders, drivers and shareholders. Additionally, we aim to advocate through our commitment to social and environmental responsibility.
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We publish regular Community Safety Reports detailing safety incidents, our response, and continuous improvements to our platform. This commitment to transparency holds us accountable to the communities we serve and drives continuous improvement in our safety practices.
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Through our Lyft Up initiatives, we’re working to make sure people have access to affordable, reliable transportation to get where they need to go - no matter their income or zip code.
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Every driver completes mandatory safety education before driving with Lyft, with opportunities for continued safety education once they are Lyft drivers. • Rider verification. We work to verify rider profiles so drivers know who they’re sharing the ride with. Drivers can see a rider’s verification status before they accept a ride.
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We can’t talk about work that serves customer needs and social goals without mentioning our responsibility to our shared environment - the air we breathe and the resilience of communities we serve.
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Our process includes cross-checking a rider’s personal information using trusted, third-party databases. Any information provided is protected in accordance with our privacy policy. • Location sharing . The Lyft App provides real-time ride tracking, so riders can share their exact location and route with family and friends.
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We’re working to make the Lyft Platform more sustainable by helping drivers transition to electric vehicles (“EVs”), riders take more sustainable transportation modes, and businesses reduce their carbon footprint.
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Lyft offers in-app emergency tools like direct 911 calling, live safety agent support and real-time location sharing with 911, to help riders and drivers get assistance quickly when they need it. Additionally, if a rider or driver needs emergency assistance at any point, Lyft offers tools to help beyond 911 in-app integration with partners like ADT and RapidSOS.
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Over the last two years, we’ve achieved significant growth in EV rides on our platform by investing in EV driver incentives, expanding the Express Drive EV rental program, helping drivers access discounted fast charging, expanding Green and advocating for smart EV policy.
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Subject to geographic availability, Lyft offers customers tools – like opportunities to connect with live agents during a ride, and silent location sharing with 911 agents to ensure customers can receive emergency help faster. • Live safety support and specialized support and advocacy.
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We believe many users are loyal to Lyft because of our values, brand and commitment to social and environmental responsibility. Our values, brand and focus on customer experience are key differentiators for our business.
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When systems detect unusual activity—such as route deviations or prolonged stops—we proactively reach out to riders and drivers through notifications, texts, or calls. If assistance is needed, we connect them to emergency services or our SCC team. • Hidden contact information and ride history.
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We continue to believe that users are increasingly choosing services, including a transportation network, based on brand affinity and value alignment and we aim to make it easy for both drivers and riders to choose Lyft every time. 1 For the definition of Gross Bookings and Rides, refer to the “Definitions of Key Metrics” section within Item 7 of Part II of this Annual Report on Form 10-K. 5 Our Transportation Network Our transportation network is primarily comprised of: • Ridesharing Marketplace.
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The Lyft App hides contact information for both the rider and driver before, during and after the ride. While riders and drivers are able to call or text one another through the app, personal information, including real user phone numbers, are not revealed.
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We also launched the Weekly Pay Statement for a clearer, more comprehensive view of driver's pay details, and made a commitment that drivers will earn 70% or more of rider payment each week, after external fees. • Insurance.
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See the section titled “Risk Factors” including the subsection titled “Risk Factors—Risks Related to Regulatory and Legal Factors” included in Part 1, Item 1A and Note 10 “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 for additional information.
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If we are unable to anticipate or successfully react to these competitive challenges in a timely manner, our competitive position could weaken, or fail to improve, and we could experience a decline in revenue or growth stagnation that could adversely affect our business, financial condition and results of operations.
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Human Capital As of December 31, 2025, we had 3,913 full-time employees worldwide. None of our employees in the United States are represented by a labor union or covered by a collective bargaining agreement. In certain foreign countries, some of our employees are represented by trade unions or work councils.
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Our Commitment to Safety A strong guiding principle since day one has been to build a community that drivers and riders trust. Trust is the foundation of our relationship with drivers and riders on our platform, and we take significant measures every day that are focused on improving their safety.
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We have not experienced any work stoppages and we consider our relations with our employees to be positive. We also engage contractors, consultants, and vendors to support our operations. Our success depends on our ability to attract, develop, and retain highly skilled employees across engineering, operations, product, and other critical functions.
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SCC aims to listen to customers, quickly resolve problems when they occur and maintain trust with drivers and riders. Some examples of measures we take to promote the safety of riders and drivers on the platform include: • Annual background checks and ongoing criminal monitoring .
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Our human capital strategy is developed and managed under the leadership of our Chief People Officer, who reports through our Chief Legal and Business Officer to our Chief Executive Officer, and is overseen by our board of directors.
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If a rider or driver feels uncomfortable or needs emergency assistance at any point, they are able to quickly connect with an ADT security professional through the Lyft App, silently or by voice.
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Attracting and Retaining Talent We are committed to providing competitive compensation and benefits that reward performance and support our employees’ professional growth and well-being. • Competitive Compensation. Our compensation philosophy is designed to be market-competitive and to incentivize high performance.
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If someone signals they need help and subsequently does not respond to a call or text from ADT, ADT will contact 911 and share the user’s location and other relevant information. • Live safety support and specialized support and advocacy.
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We provide employees with compensation packages that may include base salary, restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and performance-based cash incentives.
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We monitor rides for certain unusual activity, like long stops or route deviations, and in some instances, if we notice a ride irregularity, we reach out to riders and drivers directly.
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To ensure our compensation remains competitive and fair, we regularly review our practices against external market data and make adjustments as needed to attract and retain top talent in a highly competitive labor market, particularly for highly skilled software engineers, product managers, and other technical professionals who are in high demand. • Comprehensive Benefits and Support.
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We will ask the rider or driver if they need help, and, if appropriate, connect them to emergency assistance or our own Safety team. • Hidden contact information and ride history. The Lyft App hides contact information for both the rider and driver before, during and after the ride.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeLyft Media and our ability to generate and increase revenue from Lyft Media are subject to various risks and uncertainties, including: • our ability to attract and retain advertisers, particularly because our advertisers do not have long-term commitments with us; • our ability to deliver advertisements in an effective manner; • our ability to compete effectively for advertising spend, including our ability to create products and offerings that are perceived as valuable to advertisers; • the impact of seasonal, cyclical or other shifts in advertising spend, including the impact of macroeconomic conditions; • the availability, accuracy, utility, and security of analytics and measurement solutions offered by us or third parties that demonstrate the value of our ads to marketers, or our ability to further improve such tools; • our failure to increase the number of riders who engage with Lyft Media; • changes in our viewer demographics that make us less attractive to advertisers; • adverse legal developments relating to advertising, including with respect to ad targeting and measurement tools; • our inability to deliver advertisements due to hardware, software or network limitations; • changes in third-party policies such as changes to mobile device operating systems that impose heightened restrictions on our access and use of user data by allowing users to more easily opt-out of tracking of activity across devices, which may negatively impact the ability to measure, deliver and select ads to be served; • regulatory, legislative and industry developments relating to the collection, use and other processing of information and other privacy considerations, including regulations related to ad targeting and measurement tools; • product changes or advertising inventory management decisions we may make that change the type, size or frequency of advertisements displayed on Lyft Media; • adverse media reports or other negative publicity involving us, our business or advertisers on our platform that may impact our brand and reputation and the willingness of advertisers to advertise on our platform; • any liability, brand or reputational harm from advertisements shown on our platform; • any uncertainty related to third party agreements to manage, sell ads, or otherwise to provide services in the Lyft Media ecosystem; • advertisers may not agree to reformat or change their advertisements to comply with our guidelines; 28 • any driver, rider or third-party dissatisfaction due to advertisements; and • our ability to increase or maintain driver adoption and use of Lyft Media products.
Biggest changeLyft Ads and our ability to generate and increase revenue from Lyft Ads are subject to various risks and uncertainties, including: • our ability to compete effectively for advertising spend, including our ability to create valuable products, attract and retain advertisers, particularly because our advertisers do not have long-term commitments with us; • the impact of seasonal, cyclical or other shifts in advertising spend, including the impact of macroeconomic conditions, such as changes in market conditions due to actual or proposed tariffs; • our ability to deliver advertisements, including the availability, accuracy, utility, and security of analytics and measurement solutions offered by us or third parties that demonstrate the value of our ads to marketers, or our ability to further improve such tools; • our failure to increase the number of riders who engage with Lyft Ads or changes in viewer demographics that impact advertiser spend; 26 • adverse legal developments (regulatory, legislative, and industry) relating to advertising, including relating to the collection, use, and other processing of information and other privacy considerations, including with respect to ad targeting and measurement tools; • our inability to deliver advertisements due to hardware, software or network limitations; • changes in third-party policies such as changes to mobile device operating systems that impose heightened restrictions on our access and use of user data by allowing users to more easily opt-out of tracking of activity across devices, which may negatively impact the ability to measure, deliver and select ads to be served; • adverse media reports or other negative publicity involving us, our business or advertisers on our platform that may impact our brand and reputation and the willingness of advertisers to advertise on our platform, this could include any driver, rider, or third party dissatisfaction due to advertisements; • any liability, brand or reputational harm from advertisements shown on our platform; and • any uncertainty related to third-party agreements to manage, sell ads, or otherwise to provide services in the Lyft Ads ecosystem.
These transactions involve numerous risks, whether or not completed, any of which could harm our business and negatively affect our financial condition and results of operations, including: • intense competition for suitable acquisition and investment targets, which could increase transaction costs and adversely affect our ability to consummate deals on favorable or acceptable terms; • failure or material delay in closing a transaction; • transaction-related lawsuits or claims; • our ability to successfully obtain indemnification or representation and warranty insurance; • difficulties in integrating the technologies, operations, existing contracts and personnel of an acquired company; • challenges related to entering into new markets or geographies; • difficulties in retaining key employees or business partners of an acquired company; • diversion of financial and management resources from existing operations or alternative acquisition opportunities; • failure to realize the anticipated benefits or synergies of a transaction; • failure to identify the problems, liabilities or other shortcomings or challenges of an acquired company or technology, including issues related to intellectual property, regulatory compliance practices, litigation, revenue recognition or other accounting practices, or employee or user issues; • acquired businesses or businesses that we invest in may not have adequate controls, processes, and procedures to ensure compliance with laws and regulations, including with respect to data privacy, data protection, and data security, as well as anti-bribery and anti-corruption laws, export controls, sanctions and industry-specific-regulation; • risks that regulatory bodies may enact new laws or promulgate new regulations that are adverse to an acquired company or business, or the risk that we become subject to new or additional regulatory burdens that affect our business in potentially unanticipated and significantly negative ways; • theft of our trade secrets or confidential information that we share with potential acquisition candidates; • risk that an acquired company or investment in new offerings cannibalizes a portion of our existing business; and • adverse market reaction to an acquisition.
These transactions involve numerous risks, whether or not completed, any of which could harm our business and negatively affect our financial condition and results of operations, including: • intense competition for suitable acquisition and investment targets, which could increase transaction costs and adversely affect our ability to consummate deals on favorable or acceptable terms; 42 • failure or material delay in closing a transaction; • transaction-related lawsuits or claims; • our ability to successfully obtain indemnification or representation and warranty insurance; • difficulties in integrating the technologies, operations, existing contracts and personnel of an acquired company; • challenges related to entering into new markets or geographies; • difficulties in retaining key employees or business partners of an acquired company; • diversion of financial and management resources from existing operations or alternative acquisition opportunities; • failure to realize the anticipated benefits or synergies of a transaction; • failure to identify the problems, liabilities or other shortcomings or challenges of an acquired company or technology, including issues related to intellectual property, regulatory compliance practices, litigation, revenue recognition or other accounting practices, or employee or user issues; • acquired businesses or businesses that we invest in may not have adequate controls, processes, and procedures to ensure compliance with laws and regulations, including with respect to data privacy, data protection, and data security, as well as anti-bribery and anti-corruption laws, export controls, sanctions and industry-specific-regulation; • risks that regulatory bodies may enact new laws or promulgate new regulations that are adverse to an acquired company or business, or the risk that we become subject to new or additional regulatory burdens that affect our business in potentially unanticipated and significantly negative ways; • theft of our trade secrets or confidential information that we share with potential acquisition candidates; • risk that an acquired company or investment in new offerings cannibalizes a portion of our existing business; and • adverse market reaction to an acquisition.
We may incur significant operating expenses and may not be successful in our international expansion for a variety of reasons, including: • recruiting and retaining talented and capable employees in foreign countries and maintaining our company culture across all of our offices; • competition from local incumbents that better understand the local market, may market and operate more effectively and may enjoy greater local affinity or awareness; • differing demand dynamics, which may make our offerings less successful; 34 • public health concerns or emergencies, such as natural disasters, pandemics and other highly communicable diseases or viruses; • complying with varying laws and regulatory standards, including with respect to privacy, data protection, cybersecurity, tax, trade compliance, anti-bribery and anti-corruption, antitrust, securities, environmental, employment, insurance, and local regulatory restrictions and disclosure requirements; • ineffective legal protection of our intellectual property rights in certain countries or theft or unauthorized use or publication of our intellectual property and other confidential business information; • obtaining any required government approvals, licenses or other authorizations; • varying levels of Internet and mobile technology adoption and infrastructure; • currency exchange restrictions or costs and exchange rate fluctuations; • political, economic, or social instability, which has caused disruptions in certain of our office locations, including in Ukraine as a result of the war; • tax policies, treaties or laws that could have an unfavorable business impact; and • limitations on the repatriation and investment of funds as well as foreign currency exchange restrictions.
We may incur significant operating expenses and may not be successful in our international expansion for a variety of reasons, including: • recruiting and retaining talented and capable employees in foreign countries and maintaining our company culture across all of our offices; • competition from local incumbents that better understand the local market, may market and operate more effectively and may enjoy greater local affinity or awareness; 32 • differing demand dynamics, which may make our offerings less successful; • public health concerns or emergencies, such as natural disasters, pandemics and other highly communicable diseases or viruses; • complying with varying laws and regulatory standards, including with respect to privacy, data protection, cybersecurity, tax, trade compliance, anti-bribery and anti-corruption, antitrust, securities, environmental, employment, insurance, and local regulatory restrictions and disclosure requirements; • ineffective legal protection of our intellectual property rights in certain countries or theft or unauthorized use or publication of our intellectual property and other confidential business information; • obtaining any required government approvals, licenses or other authorizations; • varying levels of Internet and mobile technology adoption and infrastructure; • currency exchange restrictions or costs and exchange rate fluctuations; • political, economic, or social instability, which has caused disruptions in certain of our office locations, including in Ukraine as a result of the war; • tax policies, treaties or laws that could have an unfavorable business impact; and • limitations on the repatriation and investment of funds as well as foreign currency exchange restrictions.
Our business, financial condition and results of operations could be adversely affected if (i) cost per claim, premiums or the number of claims significantly exceeds our historical experience, (ii) we experience a claim in excess of our coverage limits, (iii) our insurance providers fail to pay on our insurance claims, (iv) we experience a claim for which coverage is not provided, (v) the number of claims and average claim cost under our deductibles or self-insured retentions differs from historic averages, (vi) an insurance policy is canceled or non-renewed, or (vii) other insurance providers for drivers on our platform become insolvent.
Our business, financial condition and results of operations could be adversely affected if (i) cost per claim, premiums or the number of claims significantly exceeds our historical experience, (ii) we experience a claim in excess of our coverage limits, (iii) our insurance providers fail to pay on our 16 insurance claims, (iv) we experience a claim for which coverage is not provided, (v) the number of claims and average claim cost under our deductibles or self-insured retentions differs from historic averages, (vi) an insurance policy is canceled or non-renewed, or (vii) other insurance providers for drivers on our platform become insolvent.
In addition to the above, a determination in, resolution of, or settlement of, any legal proceeding related to driver classification matters may require us to significantly alter our existing business model and operations (including potentially suspending or ceasing operations in impacted jurisdictions), increase our costs and impact our ability to add qualified drivers to our platform and grow our business, which could have an adverse effect on our business, financial condition and results of operations, and our ability to achieve or maintain profitability in the future.
In addition to the above, a determination in, resolution of, or settlement of, any legal proceeding related to driver classification matters may require us to significantly alter our existing business model and operations (including potentially suspending or ceasing operations in impacted jurisdictions), increase our costs and impact our ability to add qualified drivers to our platform and grow our business, which could have an adverse effect on our business, financial condition and results of operations, and our ability to achieve or maintain profitability 13 in the future.
In particular, any violation of applicable anti-corruption, anti-bribery, lobbying, export controls, sanctions and similar laws could result in adverse media coverage, investigations, significant legal fees, loss of export privileges, severe criminal or civil penalties or suspension or debarment from U.S. government contracts, and/or substantial diversion of management’s attention, all of which could have an adverse effect on our reputation, brand, business, financial condition and results of operations.
In particular, any violation of applicable anti-corruption, anti-bribery, anti-fraud, lobbying, export controls, sanctions and similar laws could result in adverse media coverage, investigations, significant legal fees, loss of export privileges, severe criminal or civil penalties or suspension or debarment from U.S. government contracts, and/or substantial diversion of management’s attention, all of which could have an adverse effect on our reputation, brand, business, financial condition and results of operations.
Additionally, we have invested and from time to time we will continue to invest resources in an attempt to influence or challenge legislation and other regulatory matters pertinent to our operations, particularly those related to the ridesharing industry, 36 which may negatively impact the legal and administrative proceedings challenging the classification of drivers on our platform as independent contractors if we are unsuccessful or lead to additional costs and expenses even if we are successful.
Additionally, we have invested and from time to time we will continue to invest resources in an attempt to influence or challenge legislation and other regulatory matters pertinent to our operations, particularly those related to the ridesharing industry, which may negatively impact the legal and administrative proceedings challenging the classification of drivers on our platform as independent contractors if we are unsuccessful or lead to additional costs and expenses even if we are successful.
From time to time, we have made pricing changes and spent significant amounts on marketing and both rider and driver incentives, and we expect that, from time to time, we 20 will be required, through competition, regulation or otherwise, to reduce the price of rides for riders, increase the incentives we pay to drivers on our platform or reduce the fees we charge the drivers on our platform, or to increase our marketing and other expenses to attract and retain qualified drivers and riders in response to competitive pressures.
From time to time, we have made pricing changes and spent significant amounts on marketing and both rider and driver incentives, and we expect that, from time to time, we will be required, through competition, regulation or otherwise, to reduce the price of rides for riders, increase the incentives we pay to drivers on our platform or reduce the fees we charge the drivers on our platform, or to increase our marketing and other expenses to attract and retain qualified drivers and riders in response to competitive pressures.
A failure by us to comply with the covenants or payment requirements specified in our credit agreement could result in an event of default under the agreement, which would give the lenders the right to terminate their commitments to provide additional loans under our revolving credit facility and to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable.
A failure by us to comply with the covenants or payment requirements specified in our credit agreement could result in an event of default under the agreement, which would give the lenders the right to terminate their commitments to provide additional 44 loans under our revolving credit facility and to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable.
Although we have reserved for potential payments of possible past tax liabilities in our financial statements, if these liabilities exceed such reserves, our financial condition could be harmed. Additionally, one or more states, localities or other taxing jurisdictions may seek to impose additional reporting, record-keeping or indirect tax collection obligations on businesses like ours.
Although we have reserved for potential payments of possible past tax liabilities in our consolidated financial statements, if these liabilities exceed such reserves, our financial condition could be harmed. Additionally, one or more states, localities or other taxing jurisdictions may seek to impose additional reporting, record-keeping or indirect tax collection obligations on businesses like ours.
In addition, in connection with our acquisition of Flexdrive, which is an independently managed, wholly-owned subsidiary, Flexdrive remained responsible for its obligations under a Loan and Security Agreement, as amended, with a third-party lender, a Master Vehicle Acquisition Financing and Security Agreement, as amended, with a third-party lender and a Vehicle Procurement Agreement, as amended, with a third-party; and, following the acquisition, we continued to guarantee the payments of Flexdrive for any amounts borrowed under these agreements.
In addition, in connection with our acquisition of Flexdrive, which is an independently managed, wholly-owned subsidiary, Flexdrive remained responsible for its obligations under a Loan and Security Agreement, as amended, with a third-party lender, a Master Vehicle Acquisition Financing and Security Agreement, as amended, with a third-party lender and a Vehicle Procurement Agreement, as amended, with a third-party; and, following the acquisition, we continued to guarantee the 43 payments of Flexdrive for any amounts borrowed under these agreements.
While we take 38 precautions designed to protect our intellectual property, it may still be possible for competitors and other unauthorized third parties to copy our technology, reverse engineer our data and use our proprietary information to create or enhance competing solutions and services, which could adversely affect our position in our rapidly evolving and highly competitive industry.
While we take precautions designed to protect our intellectual property, it may still be possible for competitors and other unauthorized third parties to copy our technology, reverse engineer our data and use our proprietary information to create or enhance competing solutions and services, which could adversely affect our position in our rapidly evolving and highly competitive industry.
These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and to cause us to take other corporate actions they desire, any of which, under certain circumstances, could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock, and could also affect the price that some investors are willing to pay for our Class A common stock. 49 Our amended and restated bylaws designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders and also provide that the federal district courts will be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933 (as amended, the “Securities Act”), each of which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers or employees.
These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and to cause us to take other corporate actions they desire, any of which, under certain circumstances, could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock, and could also affect the price that some investors are willing to pay for our Class A common stock. 46 Our amended and restated bylaws designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders and also provide that the federal district courts will be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933 (as amended, the “Securities Act”), each of which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers or employees.
Failure to detect, prevent, fix or timely report real or perceived product issues and vandalism, or to properly maintain or repair our bikes and scooters has resulted or may result in a variety of consequences including product recalls and removal from service, service interruptions, alleged injuries, litigation, enforcement actions, including fines or penalties, regulatory proceedings, and negative publicity.
Failure to detect, prevent, fix or timely report real or perceived product issues and vandalism, or to properly maintain or repair our bikes and scooters has resulted or may result in a variety of consequences including product recalls and removal from service, service interruptions, alleged injuries, litigation, enforcement actions, including fines or penalties, regulatory proceedings, and 22 negative publicity.
Further, any negative publicity related to the foregoing, whether such incident occurred on our platform, on our competitors’ platforms, or on any ridesharing platform, could adversely affect our reputation and brand or public perception of the ridesharing industry as a whole, which could negatively affect demand for platforms like ours, and potentially lead to increased regulatory or litigation exposure.
Further, any negative publicity related to the foregoing, whether such incident occurred on our platform, on our competitors’ platforms, or on any ridesharing platform, could adversely affect our reputation and brand or public perception of the 18 ridesharing industry as a whole, which could negatively affect demand for platforms like ours, and potentially lead to increased regulatory or litigation exposure.
A determination in, resolution of, or settlement of, any legal proceeding, whether we are party to such legal proceeding or not, that classifies a driver utilizing a ridesharing platform as an employee, may require us to revise our pricing and earnings methodologies, or make other changes to our business and operations, to account for such a change to driver classification.
A determination in, resolution of, or settlement of, any legal proceeding, whether we are party to such legal proceeding or not, that classifies a driver utilizing a ridesharing platform as an employee, may require us to revise 19 our pricing and earnings methodologies, or make other changes to our business and operations, to account for such a change to driver classification.
The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have an adverse effect on our reputation, brand, business, financial condition and results of operations.
The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of 23 large deductible or co-insurance requirements, could have an adverse effect on our reputation, brand, business, financial condition and results of operations.
Laws, regulations and standards governing issues such as TNCs, livery, vehicles for hire, public companies, ridesharing, worker classification, labor and employment, anti-discrimination, payments, gift cards, whistleblowing and worker confidentiality obligations, product liability, defects, recalls, personal injury, marketing, advertising, text messaging, subscription services, intellectual property, AI, securities, consumer protection, taxation, privacy, data security, competition, unionizing and collective action, antitrust, arbitration agreements and class action waiver provisions, terms of service, web and mobile application accessibility, autonomous vehicles, bike and scooter sharing, insurance, vehicle rentals, money transmittal, non-emergency medical transportation, healthcare fraud, waste, and abuse, environmental health and safety, greenhouse gas emissions and EVs, background checks, public health, anti-corruption, anti-bribery, political contributions, lobbying, import and export restrictions, trade and economic sanctions, foreign ownership and investment, foreign exchange controls and delivery of goods are often complex and subject to varying interpretations, in many cases due to their lack of specificity.
Laws, regulations and standards governing issues such as TNCs, livery, taxis, vehicles for hire, public companies, ridesharing, worker classification, labor and employment, anti-discrimination, payments, gift cards, whistleblowing and worker confidentiality obligations, product liability, defects, recalls, personal injury, marketing, advertising, text messaging, subscription services, intellectual property, AI, securities, consumer protection, taxation, privacy, data security, competition, unionizing and collective action, antitrust, arbitration agreements and class action waiver provisions, terms of service, web and mobile application accessibility, AVs, bike and scooter sharing, insurance, vehicle rentals, money transmittal, non-emergency medical transportation, healthcare fraud, waste, and abuse, environmental health and safety, greenhouse gas emissions and EVs, background checks, public health, anti-corruption, anti-bribery, political contributions, lobbying, import and export restrictions, trade and economic sanctions, foreign ownership and investment, foreign exchange controls and delivery of goods are often complex and subject to varying interpretations, in many cases due to their lack of specificity.
Such negative public perception may result from incidents on our platform or incidents involving our competitors’ offerings. 21 We design and contract to manufacture bikes and scooters using a limited number of external suppliers, and a continuous, stable and cost-effective supply of bikes and scooters that meets our standards is critical to our operations.
Such negative public perception may result from incidents on our platform or incidents involving our competitors’ offerings. We design and contract to manufacture bikes and scooters using a limited number of external suppliers, and a continuous, stable and cost-effective supply of bikes and scooters that meets our standards is critical to our operations.
Any default under our debt arrangements could require that we repay our 46 loans immediately, and may limit our ability to obtain additional financing, which in turn may have an adverse effect on our cash flows and liquidity. Any of these factors could harm our business, results of operations and financial condition.
Any default under our debt arrangements could require that we repay our loans immediately, and may limit our ability to obtain additional financing, which in turn may have an adverse effect on our cash flows and liquidity. Any of these factors could harm our business, results of operations and financial condition.
An economic downturn resulting in a prolonged recessionary period would likely have a further adverse effect on our revenue, financial condition and results of operations. 35 Our business could be adversely affected by natural disasters, public health crises, political crises, or other unexpected events.
An economic downturn resulting in a prolonged recessionary period would likely have a further adverse effect on our revenue, financial condition and results of operations. Our business could be adversely affected by natural disasters, public health crises, political crises, or other unexpected events.
We have scaled our business rapidly, and significant new initiatives have in the past resulted in, and in the future may result in, operational challenges affecting our business. In addition, developing and launching 29 new offerings and enhancements to our existing offerings may involve significant up-front capital investments and such investments may not generate sufficient returns on investment.
We have scaled our business rapidly, and significant new initiatives have in the past resulted in, and in the future may result in, operational challenges affecting our business. In addition, developing and launching new offerings and enhancements to our existing offerings may involve significant up-front capital investments and such investments may not generate sufficient returns on investment.
We have agreed to reimburse our payment processors for fines they are assessed by payment card networks if we or the users on our platform violate these rules. Any of the foregoing risks could adversely affect our business, financial condition and results of operations.
We have agreed to reimburse our payment processors for fines they are assessed by payment card networks if we or the 25 users on our platform violate these rules. Any of the foregoing risks could adversely affect our business, financial condition and results of operations.
Any of these risks could increase our costs and adversely affect our business, financial condition and results of operations. Further, any negative publicity related to any of our third-party partners, including any publicity related to quality standards or safety concerns, could adversely affect our reputation 27 and brand, and could potentially lead to increased regulatory or litigation exposure.
Any of these risks could increase our costs and adversely affect our business, financial condition and results of operations. Further, any negative publicity related to any of our third-party partners, including any publicity related to quality standards or safety concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.
Any failure to timely and effectively resolve any such errors, defects or vulnerabilities could adversely affect our business, financial condition and results of operations as well as negatively impact our reputation or brand. 33 Further, our systems, or those of third parties upon which we rely, may experience service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses, ransomware, malware or other events.
Any failure to timely and effectively resolve any such errors, defects or vulnerabilities could adversely affect our business, financial condition and results of operations as well as negatively impact our reputation or brand. 31 Further, our systems, or those of third parties upon which we rely, may experience service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses, ransomware, malware or other events.
In addition, changes we may make to enhance and improve our offerings and balance the needs and interests of the drivers and riders on our platform may be viewed positively from one group’s perspective 19 (such as riders) but negatively from another’s perspective (such as drivers), or may not be viewed positively by either drivers or riders.
In addition, changes we may make to enhance and improve our offerings and balance the needs and interests of the drivers and riders on our platform may be viewed positively from one group’s perspective (such as riders) but negatively from another’s perspective (such as drivers), or may not be viewed positively by either drivers or riders.
Any failure to provide efficient and effective user support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, brand, business, financial condition and results of operations. Failure to deal effectively with fraud could harm our business.
Any failure to provide efficient and effective user support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, brand, business, financial condition and results of operations. 28 Failure to deal effectively with fraud could harm our business.
Bad actors use increasingly sophisticated methods to engage in illegal activities, including those involving personal information, such as unauthorized use of another person’s identity, account information or payment information and unauthorized acquisition or use of credit or debit card 30 details, bank account information and mobile phone numbers and accounts.
Bad actors use increasingly sophisticated methods to engage in illegal activities, including those involving personal information, such as unauthorized use of another person’s identity, account information or payment information and unauthorized acquisition or use of credit or debit card details, bank account information and mobile phone numbers and accounts.
We cannot assure you that these agreements will be effective in controlling access to, and use and distribution of, our platform and proprietary information. Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our offerings.
We cannot assure you that these agreements will be effective in controlling access to, and use and distribution of, our platform and proprietary information. Further, these agreements may not prevent our 37 competitors from independently developing technologies that are substantially equivalent or superior to our offerings.
Such challenges could result in tariff liabilities, including tariffs on past imports, as well as penalties and interest. Although we have reserved for potential payments of possible tariff liabilities in our financial statements, if these liabilities exceed such reserves, our financial condition could be harmed.
Such challenges could result in tariff liabilities, including tariffs on past imports, as well as penalties and interest. Although we have reserved for potential payments of possible tariff liabilities in our consolidated financial statements, if these liabilities exceed such reserves, our financial condition could be harmed.
If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, and our business, financial condition and results of operations could be adversely affected.
If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to compete and continue to support our business growth and to respond to business challenges could be significantly limited, and our business, financial condition and results of operations could be adversely affected.
We also may explore investments in new technologies, which we may develop or other parties may 44 develop. The identification, evaluation, and negotiation of potential acquisition or strategic investment transactions may divert the attention of management and entail various expenses, whether or not such transactions are ultimately completed.
We also may explore investments in new technologies, which we may develop or other parties may develop. The identification, evaluation, and negotiation of potential acquisition or strategic investment transactions may divert the attention of management and entail various expenses, whether or not such transactions are ultimately completed.
At the same time, if the measures we have taken to guard against these illegal, improper or otherwise inappropriate activities, such as our requirement that all drivers undergo annual background checks or our two-way rating system and related policies, are too restrictive and inadvertently prevent qualified drivers and riders otherwise in good standing from using our offerings, or if we are unable to implement and communicate these measures fairly and transparently or are perceived to have failed to do so, the growth and retention of the number of qualified drivers and riders on our platform and their utilization of our platform could be negatively impacted.
At the same time, if the measures we have taken to guard against these illegal, improper or otherwise inappropriate activities, such as our requirement that all U.S. drivers undergo annual background checks or our two-way rating system and related policies, are too restrictive and inadvertently prevent qualified drivers and riders otherwise in good standing from using our offerings, or if we are unable to implement and communicate these measures fairly and transparently or are perceived to have failed to do so, the growth and retention of the number of qualified drivers and riders on our platform and their utilization of our platform could be negatively impacted.
In addition, users on our platform could have vulnerabilities on their own devices that are entirely unrelated to our systems and platform, but could mistakenly attribute their own vulnerabilities to us. Further, breaches or incidents experienced by other companies may also be leveraged against us.
In addition, users on our platform could have vulnerabilities on their own devices that are entirely unrelated to our systems and platform, but could mistakenly attribute their own vulnerabilities to us. Further, breaches or incidents experienced by other companies may be leveraged against us.
Our advertising business, Lyft Media, is nascent and subject to various risks and uncertainties, which may adversely affect our business and financial results. We have introduced Lyft Media, a media and advertising business from which we earn revenue from third parties who advertise through various offerings on our platform.
Our advertising platform, Lyft Ads, is nascent and subject to various risks and uncertainties, which may adversely affect our business and financial results. We have introduced Lyft Ads, a media and advertising platform from which we earn revenue from third parties who advertise through various offerings on our platform.
We have limited experience and operating history offering media and advertising on our platform, and our efforts to develop Lyft Media and generate revenue are still in the early stages. We may never generate sufficient revenue to offset our investment or achieve the returns we expect.
We have limited experience and operating history offering media and advertising on our platform, and our efforts to develop Lyft Ads and generate revenue are still in the early stages. We may never generate sufficient revenue to offset our investment or achieve the returns we expect.
In order to maintain 41 and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.
In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.
In some cases, we could be required to indemnify governmental entities or operating partners for claims arising out of issues, including 23 issues that may be outside of our control, such as the condition of the public right of way.
In some cases, we could be required to indemnify governmental entities or operating partners for claims arising out of issues, including issues that may be outside of our control, such as the condition of the public right of way.
In addition, international expansion has increased our risks in complying with laws and standards in the U.S. and other jurisdictions, including with respect to customs, anti-corruption, anti-bribery, political activity, export controls and trade and economic sanctions.
In addition, international expansion has increased our risks in complying with laws and standards in the U.S. and other jurisdictions, including with respect to customs, anti-corruption, anti-bribery, anti-fraud, political activity, export controls and trade and economic sanctions.
They may be able to devote greater resources to the development, promotion and sale of offerings and offer lower prices than we do, which could 15 adversely affect the health of our marketplace and our results of operations.
They may be able to devote greater resources to the development, promotion and sale of offerings and offer lower prices than we do, which could adversely affect the health of our marketplace and our results of operations.
From the time a driver becomes available to accept rides in the Lyft Driver App until the driver logs off and is no longer available to accept rides, we, through our wholly-owned insurance subsidiary and deductibles, often bear substantial financial risk with respect to auto-related incidents, including auto liability, uninsured and underinsured motorist, auto physical damage, first party injury coverages including personal injury protection under state law and general business liabilities up to certain limits.
From the time a driver becomes available to accept rides in the Lyft App until the driver logs off and is no longer available to accept rides, we, through our wholly-owned insurance subsidiary and deductibles, often bear substantial financial risk with respect to auto-related incidents, including auto liability, uninsured and underinsured motorist, auto physical damage, first party injury coverages including personal injury protection under U.S. state law and general business liabilities up to certain limits.
We also procure third-party insurance policies to cover various operations-related risks including employment practices liability, workers’ compensation, business interruptions, cybersecurity and data breaches, crime, directors’ and officers’ liability and general business liabilities, including product liability.
We also procure third-party insurance policies to cover various operations-related risks including employment practices liability, workers’ compensation, business interruptions, cybersecurity and data breaches, crime, directors’ and officers’ liability and general business liabilities.
In the event that our agreement with AWS is terminated or we add additional cloud infrastructure service providers, we may experience significant costs or downtime in connection with the transfer to, or the addition of, new cloud 25 infrastructure service providers.
In the event that our agreement with AWS is terminated or we add additional cloud infrastructure service providers, we may experience significant costs or downtime in connection with the transfer to, or the addition of, new cloud infrastructure service providers.
Our failure, or the failure by our third-party providers or partners, to comply with applicable laws or regulations or any other obligations relating to our offerings, could harm our reputation and brand, discourage new and existing drivers and riders from using our platform, lead to refunds of ride fares or result in fines or proceedings by governmental agencies or private claims and litigation, any of which could adversely affect our business, financial condition and results of operations.
Our failure, or the failure by our third-party providers, customers, or partners, to comply with applicable laws or regulations or any other obligations relating to our Lyft Business offerings could harm our reputation and brand, discourage new and existing customers, drivers, and riders from using our platform, lead to refunds of ride fares or result in fines or proceedings by governmental agencies or private claims and litigation, any of which could adversely affect our business, financial condition and results of operations.
We incur significant costs in an effort to detect and prevent security breaches and other security-related incidents and we expect our costs will increase as we continue to implement systems and processes designed to prevent and otherwise address security breaches and incidents.
We incur significant costs in an effort to detect and prevent security breaches and other security-related incidents and we expect our costs will increase as we continue to implement systems and processes designed to prevent and address security breaches and incidents.
Department of Labor issued a new final rule containing interpretive guidance for the classification of workers as employees or independent contractors, reverting back to a multi-factor “economic realities” test to determine if a worker was properly classified under the federal Fair Labor Standards Act (“FLSA”). The rule became effective on March 11, 2024, and is currently under legal challenges.
Department of Labor (“USDOL”) issued a new final rule containing interpretive guidance for the classification of workers as employees or independent contractors, reverting back to a multi-factor “economic realities” test to determine if a worker was properly classified under the federal Fair Labor Standards Act. The rule became effective on March 11, 2024, and is currently under legal challenges.
Factors that could cause fluctuations in the trading price of our Class A common stock include the following: • price and volume fluctuations in the overall stock market from time to time, including fluctuations due to general economic uncertainty or negative market sentiment; • volatility in the trading prices and trading volumes of technology stocks generally, or those in our industry, including fluctuations unrelated or disproportionate to the operating performance of those technology companies; • changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; • sales or purchases of shares of our Class A common stock by us, our officers, or our significant stockholders, as well as the perception that such sales or purchases could occur; • issuance of shares of our Class A common stock, whether in connection with our equity incentive plans, an acquisition or upon conversion of our outstanding Notes; • failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company or our failure to meet these estimates or the expectations of investors; • the financial and business projections, targets or goals we provide to the public, any changes in those projections, targets or goals or our failure to meet those projections, targets or goals; • announcements by us or our competitors of new offerings or platform features; • investor sentiment and the public’s reaction to our press releases, earnings and other public announcements, and filings with the SEC, or those of our competitors or others in our industry; • rumors and market speculation involving us or other companies in our industry; • short selling of our Class A common stock or related derivative securities; • actual or anticipated changes in our results of operations or fluctuations in our results of operations; • actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally; • litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors; 48 • developments or disputes concerning our intellectual property or other proprietary rights; • announced or completed acquisitions of businesses, services or technologies by us or our competitors; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business or statements by public officials regarding potential new laws or regulations; • changes in accounting standards, policies, guidelines, interpretations or principles; • any significant change in our management or our board of directors; • general economic conditions and slow or negative growth of our markets; and • the impact of our dual class structure.
Factors that could cause fluctuations in the trading price of our Class A common stock include the following: • price and volume fluctuations in the overall stock market from time to time, including fluctuations due to general economic uncertainty or negative market sentiment; • volatility in the trading prices and trading volumes of technology stocks generally, or those in our industry, including fluctuations unrelated or disproportionate to the operating performance of those technology companies; • changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; • sales or purchases of shares of our Class A common stock by us, our officers, or our significant stockholders, as well as the perception that such sales or purchases could occur; • issuance of shares of our Class A common stock, whether in connection with our equity incentive plans, an acquisition or upon conversion of our outstanding 2029 Notes and 2030 Notes; • failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company or our failure to meet these estimates or the expectations of investors; • the financial and business projections, targets or goals we provide to the public, any changes in those projections, targets or goals or our failure to meet those projections, targets or goals; • announcements by us or our competitors of new offerings or platform features; 45 • investor sentiment and the public’s reaction to our press releases, earnings and other public announcements, and filings with the SEC, or those of our competitors or others in our industry; • rumors and market speculation involving us or other companies in our industry; • short selling of our Class A common stock or related derivative securities; • actual or anticipated changes in our results of operations or fluctuations in our results of operations; • actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally; • litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors; • developments or disputes concerning our intellectual property or other proprietary rights; • announced or completed acquisitions of businesses, services or technologies by us or our competitors; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business or statements by public officials regarding potential new laws or regulations; • changes in accounting standards, policies, guidelines, interpretations or principles; • any significant change in our management or our board of directors; and • general economic conditions and slow or negative growth of our markets.
We are currently involved in several putative class actions, several representative actions brought, for example, pursuant to California’s Private Attorneys General Act, several multi-plaintiff actions and thousands of individual claims, including those brought in arbitration or compelled pursuant to our Terms of Service to arbitration, challenging the classification of drivers on our platform as independent contractors.
We are currently involved in a number of putative class actions, several representative actions brought, for example, pursuant to California’s Private Attorneys General Act, several multi-plaintiff actions and thousands of individual claims, including those brought in arbitration or compelled pursuant to our Terms of Service to arbitration, challenging the classification of drivers on our platform as independent contractors.
In recent periods, the automotive insurance industry has experienced rising costs due to, among other things, inflation, supply chain challenges, and the cost of medical care, which has harmed our business, financial condition and results of operations, including 18 through increased insurance renewal costs, and we expect it to continue to negatively impact the automotive insurance industry and our business, financial condition and results of operations.
In recent periods, the automotive insurance industry has experienced rising costs due to, among other things, inflation, supply chain challenges, insurance fraud, and the cost of medical care, which has harmed our business, financial condition and results of operations, including through increased insurance renewal costs, and we expect it to continue to negatively impact the automotive insurance industry and our business, financial condition and results of operations.
These and other factors could harm our Lyft Media business and the ability of our Lyft Media business to achieve the return on investment we expect which could harm our business. Use of artificial intelligence and machine learning may present additional risks, including risks associated with algorithm development or use, the data sets used, and/or a complex, developing regulatory environment.
These and other factors could harm our Lyft Ads business and the ability of our Lyft Ads business to achieve the return on investment we expect which could harm our business. Use of artificial intelligence and machine learning may present additional risks, including risks associated with algorithm development or use, the data sets used, and/or a complex, developing regulatory environment.
Our ability to provide effective and timely support is largely dependent on our ability to attract and retain service providers who are qualified to support users and sufficiently knowledgeable regarding our offerings. As we continue to grow our business and improve our offerings, we will face challenges related to providing quality support services at scale.
Our ability to provide effective and timely support is largely dependent on our ability to attract and retain service providers who are qualified to support users and sufficiently knowledgeable regarding our offerings. As we continue to grow our business and improve our offerings, we have faced and will continue to face challenges related to providing quality support services at scale.
As such, we do not have identical or analogous intellectual property protection in all jurisdictions, which could risk freedom to operate in certain jurisdictions if we were to expand. As we expand our international activities, our exposure to unauthorized use, copying, transfer and disclosure of proprietary information will likely increase.
As such, we do not have identical or analogous intellectual property protection in all jurisdictions, which could risk freedom to operate in certain jurisdictions. As we expand our international activities, our exposure to unauthorized use, copying, transfer and disclosure of proprietary information will likely increase.
Further, because we have an evolving financial model and operate in a rapidly evolving market, any predictions about our future gross bookings, revenue, expenses and earnings may not be as accurate as they would be if we had a static financial model or operated in a more predictable market.
Further, because we have an evolving business and financial model and operate in rapidly evolving markets, any predictions about our future Gross Bookings, revenue, expenses and earnings may not be as accurate as they would be if we had a static financial model or operated in a more predictable market.
Any such failure in Internet or mobile device accessibility, even for a short period of time, could adversely affect our results of operations. 32 Moreover, we are subject to a number of laws and regulations specifically governing the Internet and mobile devices that are constantly evolving.
Any such failure in Internet or mobile device accessibility, even for a short period of time, could adversely affect our results of operations. 30 Moreover, we are subject to a number of laws and regulations specifically governing the Internet and mobile devices that are constantly evolving.
On June 13, 2023, the National Labor Relations Board (“NLRB”) issued a ruling in Atlanta Opera, reverting back to a more expansive federal test for classifying independent contractors under the National Labor Relations Act (“NLRA”), the federal law that governs collective bargaining. On January 10, 2024, the U.S.
On June 13, 2023, the National Labor Relations Board issued a ruling in Atlanta Opera, reverting back to a more expansive federal test for classifying independent contractors under the National Labor Relations Act, the federal law that governs collective bargaining. On January 10, 2024, the U.S.
In addition, various products and services of ours host, integrate, or otherwise rely on third party content or intellectual property, including our Lyft Media efforts, which provides a platform for third-party promotional advertisements, and our marketing and brand journalism efforts.
In addition, various products and services of ours host, integrate, or otherwise rely on third-party content or intellectual property, including our Lyft Ads efforts, which provides a platform for third-party promotional advertisements, and our marketing and brand journalism efforts.
The trading price of our Class A common stock may be volatile, and you could lose all or part of your investment. The trading price of our Class A common stock may be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control.
The trading price of our Class A common stock may be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in our Class A common stock.
We are regularly subject to claims, lawsuits, arbitration proceedings, government and regulatory investigations and other legal and regulatory proceedings, and in some situations we have received subpoenas and requests for documents and information, in the ordinary course of business, including those involving personal injury, property damage, worker classification, driver earnings, labor and employment, anti-discrimination, commercial disputes, antitrust, competition, consumer complaints (e.g., claims brought under the TCPA or other laws), intellectual property disputes, compliance with regulatory requirements, securities laws, and other matters, and we may become subject to additional types of claims, lawsuits, government investigations and legal or regulatory proceedings as our business grows and as we deploy new offerings, including proceedings related to product liability or our acquisitions, data privacy, advertising, securities issuances or business practices.
We are regularly subject to claims, lawsuits, arbitration proceedings, government and regulatory investigations and other legal and regulatory proceedings, and in some situations we have received subpoenas and requests for documents and information, in the ordinary course of business, including those involving personal injury, property damage, worker classification, driver earnings, labor and employment, anti-discrimination, commercial disputes, antitrust, competition, consumer complaints (e.g., claims brought under the the Telephone Consumer Protection Act of 1991 or other laws), intellectual property disputes, compliance with regulatory requirements, securities laws, and other matters, and we may become subject to additional types of claims, lawsuits, government investigations and legal or regulatory proceedings as our business grows and as we deploy new offerings, including proceedings related to product liability or our acquisitions, data privacy, advertising, securities issuances or business practices.
We face a number of challenges that may affect our ability to sustain our corporate culture, including: • failure to identify, attract, reward and retain people in leadership positions in our organization who share and further our culture, values and mission; • the size and geographic diversity of our workforce; • our flexible workplace strategies, which enable certain of our employees to work in a hybrid workplace environment or remotely; 31 • adherence to our internal policies and core values, including our diversity, equity and inclusion practices and initiatives; • competitive pressures to move in directions that may divert us from our mission, vision and values; • the continued challenges of a rapidly-evolving industry; • the impact of our cost reduction initiatives, including reductions in force and other actions we may take to drive operating efficiencies; • the increasing need to develop expertise in new areas of business that affect us; • perception of our treatment of employees or our response to employee sentiment related to political or social causes or actions of management; • transitions among our executive leadership; • the provision of employee benefits in a hybrid and remote work environment; and • the integration of new personnel and businesses from acquisitions.
We face a number of challenges that may affect our ability to sustain our corporate culture, including: • failure to identify, attract, reward and retain people in leadership positions in our organization who share and further our culture, values and mission; • the size and geographic diversity of our workforce; • our flexible workplace strategies, which enable certain of our employees to work in a hybrid workplace environment or remotely; • departure from our internal policies and core values; • competitive pressures to move in directions that may divert us from our mission, vision and values; 29 • the continued challenges of a rapidly-evolving industry; • the impact of our cost reduction initiatives, including reductions in force and other actions we may take to drive operating efficiencies; • the increasing need to develop expertise in new areas of business that affect us; • perception of our treatment of employees or our response to employee sentiment related to political or social causes or actions of management; • transitions among our executive leadership; • the provision of employee benefits in a hybrid and remote work environment; and • the integration of new personnel and businesses from acquisitions.
We currently host our platform and support our operations using Amazon Web Services, or AWS, a third-party provider of cloud infrastructure services. We do not have control over the operations of the facilities of AWS that we use.
We currently host our platform and support our operations using Amazon Web Services (“AWS”), a third-party provider of cloud infrastructure services. We do not have control over the operations of the facilities of AWS that we use.
Climate-related events, including the increasing frequency of extreme weather events and their impact on critical infrastructure in the U.S. and elsewhere, have the potential to disrupt our business, our third-party suppliers, and the business of our customers, and may cause us to experience higher attrition, losses and additional costs to maintain or resume operations.
Climate-related events, including the increasing frequency of extreme weather events and their impact on critical infrastructure in the U.S. and elsewhere, have the potential to disrupt our business, including our available supply of drivers, our third-party suppliers, and the business of our customers, and may cause us to experience higher attrition, losses and additional costs to maintain or resume operations.
Any of the foregoing actions may not ultimately be successful in attracting and retaining qualified drivers and riders or may result in loss of market share, negative public perception and harm to our reputation. While we continue to maintain that drivers on our platform are independent contractors in legal and administrative proceedings, our arguments may ultimately be unsuccessful.
Any of the foregoing actions may not ultimately be successful in attracting and retaining qualified drivers and riders or may result in loss of market share, negative public perception and harm to our reputation. While we continue to maintain that drivers on our platform are not employees in legal and administrative proceedings, our arguments may ultimately be unsuccessful.
Our bikes and scooters or components thereof, including bikes and scooters and components that we design and contract to manufacture using third-party suppliers, have experienced and may in the future experience quality problems, product issues or acts of vandalism or theft from time to time, which could result in decreased usage of our network of Light Vehicles or loss of our bikes or scooters.
Our bikes and scooters or components thereof, including bikes and scooters and components that we design and contract to manufacture using third-party suppliers, have experienced and may in the future experience quality problems, product issues or acts of vandalism or theft from time to time, which could result in decreased usage of our network of shared bikes and scooters or loss of our bikes or scooters.
On December 12, 2023, we entered into an amendment to the Revolving Credit Facility which, among other things, permits us to refinance the 2025 Notes and amends certain financial covenants.
On December 12, 2023, we entered into an amendment to the Revolving Credit Facility which, among other things, permitted us to refinance the 2025 Notes and amends certain financial covenants.
Negative perception of our platform or company may harm our reputation, brand and networks effects, including as a result of: • complaints or negative publicity about us, drivers on our platform, riders, our product offerings, our ability to deliver on product promises, pricing or our policies and guidelines, including our practices and policies with respect to drivers, or the ridesharing industry, even if factually incorrect or based on isolated incidents; • illegal, negligent, reckless or otherwise inappropriate behavior by drivers or riders or third parties, or concerns about the safety of our platform or ridesharing in general; • a failure to provide drivers with a sufficient level of ride requests, charge drivers fees and commissions that are competitive or provide drivers with competitive fares and incentives; • a failure to offer riders competitive ride pricing and pick-up times or the desired range of ride types; • actual or perceived disruptions of or defects in our platform, such as privacy or data security breaches or incidents, site outages, payment disruptions or other incidents that impact the reliability of our offerings; • litigation over, or investigations by regulators into, our platform or our business, including any adverse resolution of such litigation or investigations; • users’ lack of awareness of, or compliance with, our policies, changes to our policies that are negatively received, or a failure to enforce our policies in a manner perceived as effective, fair and transparent; • a failure to operate our business in a way that is consistent with our stated values and mission, including modification or discontinuation of our community or sustainability programs, illegal or otherwise inappropriate behavior by our management team or other employees or contractors, or negative perception of our treatment of employees; • inadequate or unsatisfactory user support service experiences; • negative responses by drivers or riders to new offerings on our platform; • accidents, defects or other negative incidents involving autonomous vehicles or Light Vehicles on our platform or Light Vehicles sold to third parties; • political or social policies or activities, including our response to employee sentiment related to these matters; or • any of the foregoing with respect to our competitors, to the extent such resulting negative perception affects the public’s perception of us or our industry as a whole.
Negative perception of our platform or company may harm our reputation, brand and networks effects, including as a result of: 17 • complaints or negative publicity about us, drivers on our platform, riders, our product offerings, our ability to deliver on product promises, pricing or our policies and guidelines, including our practices and policies with respect to drivers, or the ridesharing industry, even if factually incorrect or based on isolated incidents; • illegal, negligent, reckless or otherwise inappropriate behavior by drivers or riders or third parties, or concerns about the safety of our platform or ridesharing in general; • a failure to provide drivers with a sufficient level of ride requests, charge drivers fees and commissions that are competitive or provide drivers with competitive fares and incentives; • a failure to offer riders competitive ride pricing and pick-up times or the desired range of ride types; • actual or perceived disruptions of or defects in our platform, such as privacy or data security breaches or incidents, site outages, payment disruptions or other incidents that impact the reliability of our offerings; • litigation over, or investigations by regulators into, our platform or our business, including any adverse resolution of such litigation or investigations; • users’ lack of awareness of, or compliance with, our policies, changes to our policies that are negatively received, or a failure to enforce our policies in a manner perceived as effective, fair and transparent; • a failure to operate our business in a way that is consistent with our stated values and mission, including modification or discontinuation of our community or sustainability programs, illegal or otherwise inappropriate behavior by our management team or other employees or contractors, or negative perception of our treatment of employees; • inadequate or unsatisfactory user support service experiences; • negative responses by drivers or riders to new offerings on our platform; • negative responses to our entry into new markets and geographies; • accidents, defects or other negative incidents involving AVs or network of shared bikes and scooters on our platform or bikes and scooters sold to third parties; • political or social policies or activities, including our response to employee sentiment related to these matters; or • any of the foregoing with respect to our competitors, to the extent such resulting negative perception affects the public’s perception of us or our industry as a whole.
If the public does not perceive ridesharing or our other offerings as beneficial, or chooses not to adopt them as a result of concerns regarding public health or safety, affordability, longer-term behavioral and social shifts due to the COVID-19 pandemic, or for other reasons, whether as a result of incidents on our platform or on our competitors’ platforms, health concerns, or otherwise, then the market for our offerings may not further develop, may develop more slowly than we expect or may not achieve the growth potential we expect.
If the public does not perceive ridesharing or our other offerings as beneficial, or chooses not to adopt them as a result of concerns regarding public health or safety, affordability, longer-term behavioral and social shifts, or for other reasons, whether as a result of incidents on our platform or on our competitors’ platforms, health concerns, or otherwise, then the market for our offerings may not further develop, may develop more slowly than we expect or may not achieve the growth potential we expect.
Our continued growth depends in part on our ability to cost-effectively attract and retain qualified drivers who satisfy our screening criteria and procedures and to increase their utilization of our platform.
Our continued growth depends in part on our ability to cost-effectively attract and retain qualified drivers who satisfy our screening criteria and procedures as well as our ability to increase their utilization of our platform.
A determination in, resolution of, or settlement of, any legal proceeding, whether we are party to such legal proceeding or not, related to driver classification matters, could harm our business, financial condition and results of operations, including as a result of: • monetary exposure arising from or relating to alleged failure to withhold and remit taxes, unpaid wages and wage and hour laws and requirements (such as those pertaining to failure to pay minimum wage and overtime, or to provide required breaks and wage statements), unlawful deductions, expense reimbursement, restitution, statutory and punitive damages, penalties, including related to the California Private Attorneys General Act, and government fines; • injunctions prohibiting continuance of existing business practices; • claims for employee benefits, social security, workers’ compensation and unemployment; • claims of discrimination, harassment and retaliation under civil rights laws; • claims under new or existing laws pertaining to unionizing, collective bargaining and other concerted activity (for example, the recent passage by the voters of Massachusetts of ballot Question 3, which sets up a sectoral bargaining framework between drivers and rideshare companies); 37 • other claims, charges or other proceedings under laws and regulations applicable to employers and employees, including risks relating to allegations of joint employer liability or agency liability; and • harm to our reputation and brand.
A determination in, resolution of, or settlement of, any legal proceeding, whether we are party to such legal proceeding or not, related to driver classification matters, could harm our business, financial condition and results of operations, including as a result of: • monetary exposure arising from or relating to alleged failure to withhold and remit taxes, unpaid wages and wage and hour laws and requirements (such as those pertaining to failure to pay minimum wage and overtime, or to provide required breaks and wage statements), unlawful deductions, expense reimbursement, restitution, statutory and punitive damages, penalties, including related to the California Private Attorneys General Act, and government fines; • injunctions prohibiting continuance of existing business practices; • claims for employee benefits, social security, workers’ compensation and unemployment; • claims of discrimination, harassment and retaliation under civil rights laws; • claims under new or existing laws pertaining to unionizing, collective bargaining and other concerted activity (for example, Massachusetts Question 3 and California AB 1340, which set up a sectoral bargaining framework between drivers and rideshare companies); • other claims, charges or other proceedings under laws and regulations applicable to employers and employees, including risks relating to allegations of joint employer liability or agency liability; and • harm to our reputation and brand.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the listing standards of the Nasdaq Global Select Market. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the listing standards of the Nasdaq Global Select Market. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting.
There are a number of existing laws, regulations and standards that may apply to autonomous vehicle technology, including vehicle standards that were not originally intended to apply to vehicles that may not have a human driver.
There are a number of existing laws, regulations and standards that may apply to AV technology, including vehicle standards that were not originally intended to apply to vehicles that may not have a human driver.
In particular, there could be negative public perception surrounding autonomous vehicles, including the overall safety and the potential for injuries or death occurring as a result of accidents involving autonomous vehicles and the potential loss of income to human drivers resulting from widespread market adoption of autonomous vehicles.
In particular, there could be negative public perception surrounding AVs, including the overall safety and the potential for injuries or death occurring as a result of accidents involving AVs and the potential loss of income to human drivers resulting from widespread market adoption of AVs.
These activities may not be successful, and any negative outcomes could adversely affect our business, operations, financial condition and results of operations. Our industry is increasingly regulated.
These activities may not be successful, and any negative outcomes could adversely affect our business, operations, financial condition and results of operations. The ridesharing industry is increasingly regulated.
Our current controls and any new controls that we develop may become inadequate because of changes in the conditions in our business, including increased complexity resulting from any international expansion, flexible work arrangements, new offerings on our platform or from strategic transactions, including acquisitions and divestitures.
Our current controls and any new controls that we develop may become inadequate because of changes in the conditions in our business, including increased complexity resulting from any international expansion, including our acquisitions of Freenow and TBR, flexible work arrangements, new offerings on our platform or from strategic transactions.
In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Limitations may apply under state tax laws.
In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Limitations may also apply under state and foreign tax laws.
Our metrics may differ from estimates published by third parties or from similarly titled metrics of our competitors due to differences in methodology or the assumptions on which we rely, and we may make material adjustments to our processes for calculating our metrics in order to enhance accuracy, reflect newly available information, address errors in our methodologies, or other reasons, which may result in changes to our metrics.
Our metrics may differ from estimates published by third parties or from similarly titled metrics of our competitors due to differences in methodology or the assumptions on which we rely, and from time to time we have made adjustments to our processes for calculating our metrics in order to enhance accuracy, reflect newly available information, address errors in our methodologies, or other reasons, and we may make material adjustments in the future, which may result in changes to our metrics.
Our amended and restated bylaws also provide that the federal district courts of the United States are the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act against any person in connection with any offering of our securities, including, without limitation and for the avoidance of doubt, any auditor, underwriter, expert, control person or other defendant.
Our amended and restated bylaws also provide that the federal district courts of the U.S. are the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act against any person in connection with any offering of our securities, including, without limitation and for the avoidance of doubt, any auditor, underwriter, expert, control person or other defendant.
Such negative public perception may result from incidents on our platform, incidents on our partners’ or competitors’ platforms, or events around autonomous vehicles more generally. Any of the foregoing risks and challenges could adversely affect our prospects, business, financial condition and results of operations.
Such negative public perception may result from incidents on our platform, incidents on our partners’ or competitors’ platforms, or events around AVs more generally. Any of the foregoing risks and challenges could adversely affect our prospects, business, financial condition and results of operations.
If we are unable to effectively manage our hiring needs or successfully integrate new hires, our efficiency, ability to meet forecasts and employee morale, productivity and retention could suffer, which could adversely affect our business, financial condition and results of operations.
If we are unable to effectively manage our hiring needs or successfully integrate new hires, and add or retain employees effectively, our efficiency, ability to meet forecasts and employee morale, productivity and retention could suffer, which could adversely affect our business, financial condition and results of operations.
In addition, there can be no assurance that the market will accept autonomous vehicles or the timing of such acceptance, if at all, and even if it does, that we will be able to execute on our business strategy or that our offerings will be successful in the market.
In addition, there can be no assurance that the market will accept AVs or the timing of such acceptance, if at all, and even if it does, that we will be able to execute on our business strategy or that our strategy and offerings will be successful in the market.
Further, we first achieved net income, on a GAAP basis, in the year ended December 31, 2024, however, we incurred net losses every other year since our inception, and we may not be able to achieve or maintain GAAP profitability. We expect that our financial performance, including our net income and Adjusted EBITDA, will continue to fluctuate in future periods.
We achieved net income, on a GAAP basis, in the years ended December 31, 2024 and 2025, however, we incurred net losses every other year since our inception, and we may not be able to achieve or maintain GAAP profitability. We expect that our financial performance, including our net income and Adjusted EBITDA, will continue to fluctuate in future periods.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe require relevant third-party service providers to confirm that they have the ability to implement and maintain appropriate security measures, consistent with all applicable laws, to implement and maintain reasonable security measures in connection with their work with us, and to promptly report any suspected breach of its security measures that may affect our company.
Biggest changeWe require relevant third-party service providers to confirm that they have the ability to implement and maintain appropriate security measures, consistent with all applicable laws, to implement and maintain reasonable security measures in connection with their work with us, and to promptly report any breach of its security measures that may affect our company.
For additional information regarding whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors,” in this annual report on Form 10-K, including the risk factor entitled “Any actual or perceived security or privacy breach or incident could interrupt our operations, harm our brand and adversely affect our reputation, brand, business, financial condition and results of operations.” 50 Governance One of the key functions of our board of directors is informed oversight of our risk management process, including risks from cybersecurity threats.
For additional information regarding whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors,” in this Annual Report on Form 10-K, including the risk factor entitled “Any actual or perceived security or privacy breach or incident could interrupt our operations, harm our brand and adversely affect our reputation, brand, business, financial condition and results of operations.” 47 Governance One of the key functions of our board of directors is informed oversight of our risk management process, including risks from cybersecurity threats.
We devote significant resources and designate high-level personnel, including our Chief Information Security Officer (CISO), who reports to our Chief Information Officer (“CIO”), to manage the risk assessment and mitigation process. As part of our risk management processes, we monitor and test our safeguards and train our employees on these safeguards, in collaboration with human resources, IT, and management.
We devote significant resources and designate high-level personnel, including our Chief Information Security Officer (“CISO”), who reports to our Chief Information Officer (“CIO”), to manage the risk assessment and mitigation process. As part of our risk management processes, we monitor and test our safeguards and train our employees on these safeguards, in collaboration with human resources, IT, and management.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. Our corporate headquarters are located in San Francisco, California, and consist of approximately 170,000 square feet under lease agreements through August 31, 2034. We maintain additional offices in multiple locations in the U.S. and internationally in Toronto, Canada, Montreal, Canada, Mexico City, Mexico, Kyiv, Ukraine, Berlin, Germany and Munich, Germany.
Biggest changeItem 2. Properties. Our corporate headquarters are located in San Francisco, California, and consist of approximately 170,000 square feet under lease agreements. We maintain additional offices in multiple locations in the U.S. and internationally. We lease all of our facilities and do not own any real property.
We lease all of our facilities and do not own any real property. We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.
We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeWe currently intend to retain all available funds and future earnings, if any, and do not anticipate paying any cash dividends in the foreseeable future.
Biggest changeAs of December 31, 2025, there were no stockholders of record of our Class B common stock. Dividend Policy We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and future earnings, if any, and do not anticipate paying any cash dividends in the foreseeable future.
Data for the S&P 500 Index and the S&P 500 Information Technology Index assume reinvestment of dividends. 52 The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common stock. Recent Sale of Unregistered Securities and Use of Proceeds Recent Sale of Unregistered Securities None.
Data for the S&P 500 Index and the S&P 500 Information Technology Index assume reinvestment of dividends. The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common stock. 49 Recent Sale of Unregistered Securities and Use of Proceeds Recent Sale of Unregistered Securities None.
Holders of Record As of December 31, 2024, there were approximately 234 stockholders of record of our Class A common stock. Because many of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial owners represented by these record holders.
Holders of Record As of December 31, 2025, there were approximately 218 stockholders of record of our Class A common stock. Because many of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial owners represented by these record holders.
The graph below compares the cumulative five-year total stockholder return on our Class A common stock with the cumulative total return on the S&P 500 Index and the S&P 500 Information Technology Index. The graph tracks the performance of a $100 investment in our Class A common stock and in each index from December 31, 2019 to December 31, 2024.
The graph below compares the cumulative five-year total stockholder return on our Class A common stock with the cumulative total return on the S&P 500 Index and the S&P 500 Information Technology Index. The graph tracks the performance of a $100 investment in our Class A common stock and in each index from December 31, 2020 to December 31, 2025.
Removed
As of December 31, 2024, there were 6 stockholders of record of our Class B common stock. All shares of Class B common stock are beneficially owned by either Logan Green or John Zimmer. Dividend Policy We have never declared or paid cash dividends on our capital stock.
Added
Issuer Purchases of Equity Securities The following table summarizes the share repurchase activity for the three months ended December 31, 2025 (in thousands, except per share data): 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) October 1 - 31, 2025 2,113 $ 20.54 2,113 $ 306,604 November 1 - 30, 2025 1,676 $ 21.39 1,676 $ 270,755 December 1 - 31, 2025 967 $ 21.46 967 $ 250,008 Total 4,756 4,756 _______________ (1) Average price paid per share excludes broker commissions and fees.
Removed
Use of Proceeds None. Issuer Purchases of Equity Securities None. Item 6. [Reserved]. 53
Added
(2) On February 11, 2025, we announced that our board of directors authorized the repurchase of up to $500 million of our Class A common stock.
Added
On May 8, 2025, we announced that our board of directors authorized an increase to the share repurchase program of an additional $250 million of our Class A common stock, for a total overall authorization of up to $750 million.
Added
The repurchase program does not obligate us to acquire any particular amount of our Class A common stock, has no expiration date and may be modified, suspended, or terminated at any time at our discretion. Please refer to Note 12 “Common Stock and Employee Stock Plans” to the consolidated financial statements for further information. Item 6. [Reserved]. 50

Item 7. Management's Discussion & Analysis

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

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Biggest changeA release of all or a portion of the valuation allowance would result in the recognition of certain deferred tax assets and a material income tax benefit for the period in which such release is recorded. 56 Results of Operations The following table summarizes our historical consolidated statements of operations data (in thousands): Year Ended December 31, 2024 2023 Revenue $ 5,786,016 $ 4,403,589 Costs and expenses Cost of revenue 3,337,714 2,543,954 Operations and support 443,821 427,239 Research and development 397,073 555,916 Sales and marketing 788,972 481,004 General and administrative 937,348 871,080 Total costs and expenses 5,904,928 4,879,193 Loss from operations (118,912) (475,604) Interest expense (28,921) (26,223) Other income (expense), net 173,183 170,123 Income (loss) before income taxes 25,350 (331,704) Provision for (benefit from) income taxes 2,566 8,616 Net income (loss) $ 22,784 $ (340,320) The following table sets forth the components of our consolidated statements of operations data as a percentage of revenue: Year Ended December 31, 2024 2023 Revenue 100.0 % 100.0 % Costs and expenses Cost of revenue 57.7 57.8 Operations and support 7.7 9.7 Research and development 6.9 12.6 Sales and marketing 13.6 10.9 General and administrative 16.2 19.8 Total costs and expenses 102.1 110.8 Loss from operations (2.1) (10.8) Interest expense (0.5) (0.6) Other income (expense), net 3.0 3.9 Income (loss) before income taxes 0.4 (7.5) Provision for (benefit from) income taxes — 0.2 Net income (loss) 0.4 % (7.7) % Comparison of Years Ended December 31, 2024 and 2023 Revenue Year Ended December 31, % Change 2024 2023 (in thousands, except for percentages) Revenue $ 5,786,016 $ 4,403,589 31 % Revenue increased $1.4 billion, or 31%, in 2024 as compared to the prior year, due primarily to growth in demand as we benefited from improvements in marketplace health which was reflected in the increases in Gross Bookings, Rides and Active Riders in 2024 as compared to 2023.
Biggest changeWe continue to maintain a valuation allowance against our California R&D credits as we do not believe their realization is more-likely-than-not, as we expect R&D tax credit generation to exceed our ability to use these credits in future periods. 54 Results of Operations The following table summarizes our historical consolidated statements of operations data (in thousands): Year Ended December 31, 2025 2024 Revenue $ 6,316,261 $ 5,786,016 Costs and expenses Cost of revenue 3,697,653 3,337,714 Operations and support 478,332 443,821 Research and development 451,419 397,073 Sales and marketing 875,101 788,972 General and administrative 1,002,130 937,348 Total costs and expenses 6,504,635 5,904,928 Loss from operations (188,374) (118,912) Interest expense (20,755) (28,921) Other income, net 155,882 173,183 (Loss) income before income taxes (53,247) 25,350 (Benefit from) provision for income taxes (2,897,255) 2,566 Net income $ 2,844,008 $ 22,784 The following table sets forth the components of our consolidated statements of operations data as a percentage of revenue: Year Ended December 31, 2025 2024 Revenue 100.0 % 100.0 % Costs and expenses Cost of revenue 58.5 57.7 Operations and support 7.6 7.7 Research and development 7.1 6.9 Sales and marketing 13.9 13.6 General and administrative 15.9 16.2 Total costs and expenses 103.0 102.1 Loss from operations (3.0) (2.1) Interest expense (0.3) (0.5) Other income, net 2.5 3.0 (Loss) income before income taxes (0.8) 0.4 (Benefit from) provision for income taxes (45.9) — Net income 45.0 % 0.4 % Comparison of Years Ended December 31, 2025 and 2024 Revenue Year Ended December 31, % Change 2025 2024 (in thousands, except for percentages) Revenue $ 6,316,261 $ 5,786,016 9 % Revenue increased $530.2 million, or 9%, in 2025 as compared to the prior year, primarily due to an increase of 14% in Rides as we benefited from improvements in marketplace health and international expansion which was reflected in the increases in Gross Bookings, Rides and Active Riders in 2025 as compared to 2024.
Provision for (Benefit from) Income Taxes Our provision for (benefit from) income taxes consists of federal and state taxes in the U.S. and foreign taxes in jurisdictions in which we conduct business.
(Benefit from) Provision for Income Taxes Our (benefit from) provision for income taxes consists of federal and state taxes in the U.S. and foreign taxes in jurisdictions in which we conduct business.
We offer various incentive programs to drivers that are recorded as reduction to revenue if we do not receive a distinct good or service in consideration or if we cannot reasonably estimate the fair value of goods or services received.
We offer various incentive programs to drivers that are recorded as a reduction to revenue if we do not receive a distinct good or service in consideration or if we cannot reasonably estimate the fair value of goods or services received.
Our future capital requirements will depend on many factors, including, but not limited to our growth, the effectiveness of our efforts to align our expenses with our current operating needs and short-term commitments, our ability to attract and retain drivers and riders on our platform, the continuing market acceptance of our offerings, the timing and extent of spending to support our efforts to develop our platform, actual insurance payments for which we have made reserves, and the expansion of sales and marketing activities, as well as satisfaction of our obligations with respect to any indebtedness.
Our future capital requirements will depend on many factors, including, but not limited to, our growth, the effectiveness of our efforts to align our expenses with our current operating needs and short-term commitments, our ability to attract and retain drivers and riders on our platform, the continuing market acceptance of our offerings, the timing and extent of spending to support our efforts to develop our platform, actual insurance payments for which we have made reserves, and the expansion of sales and marketing activities, as well as satisfaction of our obligations with respect to indebtedness.
The changes in working capital were primarily driven by insurance, which saw (i) an increase in our insurance reserves due to a rise in commercial auto insurance rates on a per mile basis compared to the prior year, an increase in ride volume in 2024 compared to the previous period and strategic risk 63 management decisions to retain additional risk in certain markets, and (ii) an increase in insurance-related accruals.
The changes in working capital were primarily driven by insurance, which saw (i) an increase in our insurance reserves due to a rise in commercial auto insurance rates on a per mile basis compared to the prior year, an increase in ride volume in 2024 compared to the previous period and strategic risk management decisions to retain additional risk in certain markets, and (ii) an increase in insurance-related accruals.
Furthermore, these measures have certain limitations in that they do not include the impact of certain 61 expenses that are reflected in our consolidated statements of operations that are necessary to run our business. Thus, our non-GAAP financial measures should be considered in addition to, not as substitutes for, or in isolation from, measures prepared in accordance with GAAP.
Furthermore, these measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our consolidated statements of operations that are necessary to run our business. Thus, our non-GAAP financial measures should be considered in addition to, not as substitutes for, or in isolation from, measures prepared in accordance with GAAP.
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 our legal proceedings are inherently unpredictable and subject to significant uncertainties.
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. 63 The outcomes of our legal proceedings are inherently unpredictable and subject to significant uncertainties.
For more information regarding the limitations of free cash flow and a reconciliation of net cash provided by (used in) operating activities to free cash flow, see the section titled “Reconciliation of Non-GAAP Financial Measures”.
For more information regarding 58 the limitations of free cash flow and a reconciliation of net cash provided by (used in) operating activities to free cash flow, see the section titled “Reconciliation of Non-GAAP Financial Measures”.
We collect the fare and related charges from riders on behalf of drivers at the time the ride is delivered using the rider’s authorized payment method, and we retain any fees owed to us before making the remaining disbursement to drivers. Accordingly, we maintain no accounts receivable from drivers.
Restricted Assets We collect the fare and related charges from riders on behalf of drivers at the time the ride is delivered using the rider’s authorized payment method, and we retain any fees owed to us before making the remaining disbursement to drivers. Accordingly, we maintain no accounts receivable from drivers.
Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) is calculated by dividing Adjusted EBITDA for a period by Gross Bookings for the same period. We announced restructuring plans in the fourth quarter of 2022, second quarter of 2023 and third quarter of 2024 to reduce operating expenses and align strategic priorities.
Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) is calculated by dividing Adjusted EBITDA for a period by Gross Bookings for the same period. We announced restructuring plans in the second quarter of 2023 and third quarter of 2024 to reduce operating expenses and align strategic priorities.
We include all Rides taken by riders via our Concierge offering, even though such riders may be excluded from the definition of Active Riders unless the ride is accessible in that rider’s Lyft App.
We include all Rides taken by riders via our Concierge offering, even though such riders may be excluded from the definition of Active Riders unless the ride is accessible in that rider’s Lyft apps.
We believe this does not reflect the current period performance of our ongoing operations and that the adjustment to exclude this gain from lease termination from Adjusted EBITDA and Adjusted Net Income (Loss) is useful to investors by enabling them to better assess Lyft’s ongoing operating performance and provide for better comparability with Lyft’s historically disclosed Adjusted EBITDA and Adjusted Net Income (Loss) amounts.
We believe this does not reflect the current period performance of our ongoing operations and that the adjustment to exclude this gain from lease termination from Adjusted EBITDA is useful to investors by enabling them to better assess Lyft’s ongoing operating performance and provide for better comparability with Lyft’s historically disclosed Adjusted EBITDA amounts.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations focuses on a discussion of results for 2024 and 2023 and year-to-year comparisons between 2024 and 2023. For a discussion of results for 2022 and year-to-year comparisons between 2023 and 2022, see “Item 7.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations focuses on a discussion of results for 2025 and 2024 and year-to-year comparisons between 2025 and 2024. For a discussion of results for 2023 and year-to-year comparisons between 2024 and 2023, see “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” within our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 20, 2024. This discussion contains forward-looking statements that involve risks and uncertainties.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” within our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 14, 2025. This discussion contains forward-looking statements that involve risks and uncertainties.
Light Vehicle fleet operations support costs include general repairs and maintenance, and other customer support activities related to repositioning bikes and scooters for rider convenience, cleaning and safety checks. Research and Development Research and development expenses primarily consist of personnel-related compensation costs and facilities costs. Research and development costs are expensed as incurred.
Bikes and scooters fleet operations support costs include general repairs and maintenance, and other customer support activities related to repositioning bikes and scooters for rider convenience, cleaning and safety checks. Research and Development Research and development (“R&D”) expenses primarily consist of personnel-related compensation costs and facilities costs. Research and development costs are expensed as incurred.
Operations and Support Operations and support expenses primarily consist of personnel-related compensation costs of local operations teams and teams who provide phone, email and chat support to users, Light Vehicle fleet operations support costs, driver background checks and onboarding costs, fees paid to third-parties providing operations support, facility costs and certain car rental fleet support costs.
Operations and Support Operations and support expenses primarily consist of personnel-related compensation costs of local operations teams and teams who provide phone, email and chat support to users, bikes and scooters fleet operations support costs, driver background checks and onboarding costs, fees paid to third-parties providing operations support, facility costs and certain car rental fleet support costs.
The 2025 Notes and 2029 Notes mature on May 15, 2025 and March 1, 2029, respectively, unless earlier converted, redeemed or repurchased. Refer to Note 11 "Debt" to the consolidated financial statements for information regarding the 2025 Notes and 2029 Notes. (2) Due to rounding, numbers presented may not add up precisely to the totals provided.
The 2029 Notes and 2030 Notes mature on March 1, 2029 and September 15, 2030, respectively, unless earlier converted, redeemed or repurchased. Refer to Note 11 “Debt” to the consolidated financial statements for information regarding the 2029 Notes and 2030 Notes. (2) Due to rounding, numbers presented may not add up precisely to the totals provided.
In recognizing tax benefits from uncertain tax `positions, the Company assesses whether it is more-likely-than-not that the tax position will be sustained upon examination by the taxing authorities based on its technical merits. Evaluating our tax positions and determining our provision for income taxes are inherently uncertain and requires judgement and use of assumptions and estimates.
In recognizing tax benefits from uncertain tax positions, we assess whether it is more-likely-than-not that the tax position will be sustained upon examination by the taxing authorities based on its technical merits. Evaluating our tax positions and determining our provision for income taxes are inherently uncertain and requires judgment and use of assumptions and estimates.
Adjusted EBITDA and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) Adjusted EBITDA is a key performance measure and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) is a key metric, both of which our management uses to assess our operating performance and the operating leverage in our business.
Non-GAAP Financial Measures Adjusted EBITDA and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) Adjusted EBITDA is a key performance measure and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) is a key metric, both of which our management uses to assess our operating performance and the operating leverage in our business.
General and Administrative General and administrative expenses primarily consist of personnel-related compensation costs, professional services fees, certain insurance costs that are generally not required under TNC regulations, certain loss contingency expenses including legal accruals and settlements, insurance claims administrative fees, policy spend, depreciation, facility costs and other corporate costs. General and administrative expenses are expensed as incurred.
General and Administrative General and administrative expenses primarily consist of personnel-related compensation costs, professional services fees, certain insurance costs that are generally not required under TNC regulations, certain loss contingency expenses including legal accruals and settlements, insurance claims administrative fees, policy spend, depreciation, facility costs, amortization of certain intangible assets and other corporate costs.
Payment processing charges include merchant fees, chargebacks and failed charges. Other costs included in cost of revenue are hosting and platform-related technology costs, personnel-related compensation costs, depreciation, amortization of technology-related intangible assets, asset write-off charges and costs related to Flexdrive, which include vehicle lease expenses and remarketing gains and losses related to the sale of vehicles.
Other costs included in cost of revenue are hosting and platform-related technology costs, personnel-related compensation costs, depreciation, amortization of technology-related intangible assets, asset write-off charges, and costs related to Flexdrive, which include vehicle lease expenses and remarketing gains and losses related to the sale of vehicles.
We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view our non-GAAP financial measures in conjunction with the respective most directly comparable GAAP financial measures.
We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view our non-GAAP financial measures in conjunction with the respective most directly comparable GAAP financial measures. Net income is the most directly comparable financial measure to Adjusted EBITDA.
Because of the limited operational history, we make certain assumptions based on currently available information and industry statistics, with the loss development factors as the most significant assumptions related to the insurance reserves and the frequency and severity assumptions as the most significant assumptions related to insurance-related accruals, and utilize actuarial models and techniques to estimate the reserves.
Accordingly, we make certain assumptions based on currently available information and industry statistics, with the loss development factors as the most significant assumptions related to the insurance reserves and the frequency and severity assumptions as the most significant assumptions related to insurance-related accruals, and utilize actuarial models and techniques to estimate the reserves.
Components of Results of Operations Revenue Revenue consists of revenue recognized from fees paid by drivers for use of our Lyft Platform offerings, Concierge platform fees from organizations that use our Concierge offering, subscription fees paid by riders to access transportation options through the Lyft Platform, revenue from bikes and bike station hardware and software sales, revenue from licensing and data access agreements and revenue from arrangements to provide advertising services to third parties that are interested in reaching users of our platform.
Components of Results of Operations Revenue Revenue consists of revenue recognized from fees paid by drivers for use of our Lyft Platform offerings, and gross amounts collected from riders in certain markets where we control the transportation services provided, Concierge platform fees from organizations that use our Concierge offering, subscription fees paid by riders to access transportation options through the Lyft 52 Platform, bikes and bike station hardware and software sales, licensing and data access agreements and arrangements to provide advertising services to third parties that are interested in reaching users of our platform.
Refer to Note 11 “Debt” and Note 12 "Common Stock and Employee Stock Plans" to the consolidated financial statements for information regarding these transactions.
Refer to Note 11 “Debt” and Note 12 “Common Stock and Employee Stock Plans” to the consolidated financial statements for information regarding these transactions.
The following table provides a reconciliation of net cash provided by (used in) operating activities to free cash flow (in millions): Year Ended December 31, 2024 2023 Net cash provided by (used in) operating activities $ 849.7 $ (98.2) Less: purchases of property and equipment and scooter fleet (83.5) (149.8) Free cash flow (1) $ 766.3 $ (248.1) _______________ (1) Due to rounding, numbers presented may not calculate precisely to the totals provided.
The following table provides a reconciliation of net cash provided by (used in) operating activities to free cash flow (in millions): Year Ended December 31, 2025 2024 Net cash provided by operating activities $ 1,168.4 $ 849.7 Less: purchases of property and equipment and scooter fleet (52.8) (83.5) Free cash flow (1) $ 1,115.6 $ 766.3 _______________ (1) Due to rounding, numbers presented may not calculate precisely to the totals provided.
We calculate Adjusted EBITDA as net income (loss), adjusted for: • interest expense; • other income (expense), net; • provision for (benefit from) income taxes; • depreciation and amortization; • stock-based compensation; • payroll tax expense related to stock-based compensation; • sublease income; • gain from lease termination, if any; • costs related to acquisitions and divestitures, if any; and • restructuring charges, if any.
We calculate Adjusted EBITDA as net income (loss), adjusted for: • interest expense; • other income, net; • provision for (benefit from) income taxes; • depreciation and amortization; 57 • stock-based compensation; • payroll tax expense related to stock-based compensation; • sublease income; • gain from lease termination, if any; • costs related to acquisitions, divestitures and other corporate matters, if any; • certain legal, tax, and regulatory reserve changes and settlements, if any; and • restructuring charges, if any.
For matters where the Company has recorded a probable and estimable loss, until the final resolution of the matter, there may be exposure to a material loss in excess of the amount recorded. Income Taxes The Company records a valuation allowance to reduce its deferred tax assets to the net amount that it believes is more-likely-than-not to be realized.
For matters where we have recorded a probable and estimable loss, until the final resolution of the matter, there may be exposure to a material loss in excess of the amount recorded. Income Taxes We record a valuation allowance to reduce deferred tax assets to the net amount that we believe is more-likely-than-not to be realized.
Our contracts with insurance providers require reinsurance premiums to be deposited into trust accounts with a third-party financial institution from which the insurance providers are reimbursed for claims payments. Our restricted reinsurance trust investments as of December 31, 2024 and 2023 were $1.4 billion and $837.3 million, respectively.
Our contracts with insurance providers require reinsurance premiums to be deposited into trust accounts with a third-party financial institution from which the insurance providers are reimbursed for claims payments. Our restricted reinsurance trust assets as of December 31, 2025 and 2024 were $1.9 billion and $1.5 billion, respectively.
Gross Bookings and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) Gross Bookings is a key indicator of the scale and impact of our overall platform. We define Gross Bookings as the total dollar value of transactions invoiced to rideshare riders including any applicable taxes, tolls and fees, excluding tips to drivers.
Gross Bookings and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) Gross Bookings is a key indicator of the scale and impact of our overall platform. We define Gross Bookings as the total dollar value of transactions including any applicable taxes, tolls and fees, for rides and other offerings provided by Lyft, excluding tips to drivers.
Interest Expense Interest expense consists primarily of interest incurred on our 2025 Notes and 2029 Notes, as well as the related amortization of deferred debt issuance costs and debt discount. Interest expense also includes interest incurred on our Non-Revolving Loan and our Master Vehicle Loan.
General and administrative expenses are expensed as incurred. Interest Expense Interest expense consists primarily of interest incurred on our convertible senior notes, as well as the related amortization of deferred debt issuance costs and debt discount. Interest expense also includes interest incurred on our Non-Revolving Loan and our Master Vehicle Loan.
Judgment in the assessment of qualitative factors of impairment include, among other factors: financial performance; legal, regulatory, contractual, business, and other factors; entity specific factors; industry and market considerations, macroeconomic conditions, and other relevant events and factors affecting the reporting unit.
We first perform a qualitative assessment to determine whether further impairment testing is necessary. Judgment in the assessment of qualitative factors of impairment include, among other factors: financial performance; legal, regulatory, contractual, business, and other factors; entity specific factors; industry and market considerations, macroeconomic conditions, and other relevant events and factors affecting the reporting unit.
Liabilities are determined on a quarterly basis by internal actuaries through an analysis of historical trends, changes in claims experience including consideration of new information and application of loss development factors for the insurance reserves and frequency and severity 67 assumptions for the insurance-related accruals, among other inputs and assumptions.
Liabilities are determined on a quarterly basis using assumptions based on actuarial judgment through an analysis of historical trends, changes in claims experience including consideration of new information and application of loss development factors for the insurance reserves and frequency and severity assumptions for the insurance-related accruals, among other inputs and assumptions. Insurance claims may take years to completely settle.
The following table provides a reconciliation of net income (loss) to Adjusted EBITDA (in millions): Year Ended December 31, 2024 2023 Net income (loss) $ 22.8 $ (340.3) Adjusted to exclude the following: Interest expense (1) 34.7 29.7 Other (income) expense, net (173.2) (170.1) Provision for (benefit from) income taxes 2.6 8.6 Depreciation and amortization 148.9 116.5 Stock-based compensation 330.9 484.5 Payroll tax expense related to stock-based compensation 14.8 12.5 Sublease income 3.5 4.8 Gain from lease termination (2) (29.6) — Restructuring charges (3)(4) 26.9 76.2 Adjusted EBITDA (5) $ 382.4 $ 222.4 Gross Bookings 16,099.4 13,775.2 Net income (loss) as a percentage of Gross Bookings 0.1 % (2.5) % Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) 2.4 % 1.6 % ______________ _ (1) Includes $5.8 million and $3.4 million related to the interest component of vehicle related finance leases in the year ended December 31, 2024 and 2023.
The following table provides a reconciliation of net income to Adjusted EBITDA (in millions): Year Ended December 31, 2025 2024 Net income $ 2,844.0 $ 22.8 Adjusted to exclude the following: Interest expense (1) 25.5 34.7 Other income, net (155.9) (173.2) (Benefit from) provision for income taxes (2) (2,897.3) 2.6 Depreciation and amortization 135.2 148.9 Stock-based compensation 322.3 330.9 Payroll tax expense related to stock-based compensation 13.0 14.8 Sublease income 0.9 3.5 Costs related to acquisitions, divestitures and other corporate matters 29.4 — Certain legal, tax, and regulatory reserve changes and settlements 211.6 — Gain from lease termination — (29.6) Restructuring charges (3) — 26.9 Adjusted EBITDA (4) $ 528.8 $ 382.4 Gross Bookings $ 18,507.0 $ 16,099.4 Net income as a percentage of Gross Bookings 15.4 % 0.1 % Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) 2.9 % 2.4 % _______________ (1) Includes $4.7 million and $5.8 million related to the interest component of vehicle related finance leases in the year ended December 31, 2025 and 2024.
Refer to Note 15 “Restructuring” to the consolidated financial statements for information regarding these restructuring plans. We sublease certain office space and earn sublease income. Sublease income is included within other income, net on our consolidated statement of operations, while the related lease expense is included within operating expenses and loss from operations.
We sublease certain office space and earn sublease income. Sublease income is included within other income, net on our consolidated statement of operations, while the related lease expense is included within operating expenses and loss from operations.
We believe the adjustment to exclude the costs related to restructuring from Adjusted EBITDA and Adjusted Net Income (Loss) is useful to investors by enabling them to better assess our ongoing operating performance and provide for better comparability with our historically disclosed Adjusted 60 EBITDA and Adjusted Net Income (Loss) amounts.
We believe the adjustment to exclude the costs related to restructuring from Adjusted EBITDA is useful to investors by enabling them to better assess our ongoing operating performance and provide for better comparability with our historically disclosed Adjusted EBITDA amounts. Refer to Note 15 “Restructuring” to the consolidated financial statements for information regarding these restructuring plans.
Interest Expense Year Ended December 31, % Change 2024 2023 (in thousands, except for percentages) Interest expense $ (28,921) $ (26,223) 10 % Interest expense increased $2.7 million, or 10%, in 2024 as compared to the prior year.
Interest Expense Year Ended December 31, % Change 2025 2024 (in thousands, except for percentages) Interest expense $ (20,755) $ (28,921) (28) % Interest expense decreased $8.2 million, or 28%, in 2025 as compared to the prior year.
Cost of Revenue Year Ended December 31, % Change 2024 2023 (in thousands, except for percentages) Cost of revenue $ 3,337,714 $ 2,543,954 31 % Cost of revenue increased $793.8 million, or 31%, in 2024 as compared to the prior year.
Cost of Revenue Year Ended December 31, % Change 2025 2024 (in thousands, except for percentages) Cost of revenue $ 3,697,653 $ 3,337,714 11 % Cost of revenue increased $359.9 million, or 11%, in 2025 as compared to the prior year.
Operations and Support Year Ended December 31, % Change 2024 2023 (in thousands, except for percentages) Operations and support $ 443,821 $ 427,239 4 % Operations and support expenses increased $16.6 million, or 4%, in 2024 as compared to the prior year.
Operations and Support Year Ended December 31, % Change 2025 2024 (in thousands, except for percentages) Operations and support $ 478,332 $ 443,821 8 % Operations and support expenses increased $34.5 million, or 8%, in 2025 as compared to the prior year.
Sales and Marketing Year Ended December 31, % Change 2024 2023 (in thousands, except for percentages) Sales and marketing $ 788,972 $ 481,004 64 % Sales and marketing expenses increased $308.0 million, or 64%, in 2024 as compared to the prior year.
Sales and Marketing Year Ended December 31, % Change 2025 2024 (in thousands, except for percentages) Sales and marketing $ 875,101 $ 788,972 11 % Sales and marketing expenses increased $86.1 million, or 11%, in 2025 as compared to the prior year.
The increase in Rides in the year ended December 31, 2024 as compared to the year ended December 31, 2023 was due primarily to our improved marketplace health which also resulted in both Rides and Active Riders reaching all-time highs in the fourth quarter of 2024.
The increase in Rides in the year ended December 31, 2025 as compared to the year ended December 31, 2024 was due primarily to our improved marketplace health which also resulted in an increase in Active Riders.
We believe that the accounting policies described below involve a significant degree of judgment and complexity. Accordingly, we believe these are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.
We believe that the accounting policies described below involve a significant degree of judgment and complexity. Accordingly, we believe these are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations. For further information, see Note 2 “Summary of Significant Accounting Policies” included elsewhere in this Annual Report on Form 10-K.
Liquidity and Capital Resources As of December 31, 2024, our principal sources of liquidity were cash and cash equivalents of approximately $759.3 million and short-term investments of approximately $1.2 billion, exclusive of restricted cash, cash equivalents and investments of $1.5 billion, and a revolving credit facility in an aggregate principal amount of $420.0 million as described below.
Liquidity and Capital Resources As of December 31, 2025, our principal sources of liquidity were cash and cash equivalents of approximately $1.1 billion and short-term investments of approximately $705.2 million, exclusive of restricted cash and cash equivalents and restricted investments of $1.9 billion, and $420.0 million available to draw under our revolving credit facility, as described below.
In particular, we continue to actively monitor the impact of the uncertain macroeconomic environment, including tightening credit markets, inflation and changing interest rates and have made adjustments to our expenses and cash flow which include headcount reductions announced in the third quarter of 2024, second quarter of 2023 and fourth quarter of 2022.
In particular, we continue to actively monitor the impact of the uncertain macroeconomic environment, including credit markets, inflation and interest rates, and have made adjustments to our expenses and cash flow.
Cash provided by investing activities was $599.8 million for the year ended December 31, 2023, which primarily consisted of proceeds from sales and maturities of marketable securities of $3.9 billion and the sale of property and equipment of $92.6 million, partially offset by purchases of marketable securities of $3.3 billion and purchases of property and equipment of $149.8 million.
Investing Activities Cash provided by investing activities was $406.7 million for the year ended December 31, 2025, which primarily consisted of purchases of marketable securities of $3.3 billion, cash paid for the acquisition of Freenow and TBR of $307.3 million, net of cash acquired and purchases of property and equipment of $52.8 million, partially offset by proceeds from sales and maturities of marketable securities of $4.1 billion and the sale of property and equipment of $52.9 million.
Other Income (Expense), Net Year Ended December 31, % Change 2024 2023 (in thousands, except for percentages) Other income (expense), net $ 173,183 $ 170,123 2 % Other income (expense), net increased $3.1 million, or 2%, in 2024 as compared to the prior year.
Other Income, Net Year Ended December 31, % Change 2025 2024 (in thousands, except for percentages) Other income, net $ 155,882 $ 173,183 (10) % Other income, net decreased $17.3 million, or 10%, in 2025 as compared to the prior year.
Rides Rides represent the level of usage of our multimodal platform. We define Rides as the total number of rides including rideshare and bike and scooter rides completed using our multimodal platform that contribute to our revenue. These include any Rides taken through our Lyft App.
We define Rides as the total number of rides completed on our multimodal platform that contribute to our revenue. These include any Rides taken through our Lyft apps.
Cash Flows The following table summarizes our cash flows for the periods indicated (in thousands): Year Ended December 31, 2024 2023 Net cash (used in) provided by operating activities $ 849,737 $ (98,244) Net cash (used in) provided by investing activities (517,978) 599,753 Net cash used in financing activities (155,869) (122,078) Effect of foreign exchange on cash, cash equivalents and restricted cash and cash equivalents (1,636) 533 Net change in cash, cash equivalents and restricted cash and cash equivalents $ 174,254 $ 379,964 Operating Activities Cash provided by operating activities was $849.7 million for the year ended December 31, 2024, which consisted of net income of $22.8 million adjusted for $375.1 million of non-cash items, and changes in working capital of $451.9 million.
Cash Flows The following table summarizes our cash flows for the periods indicated (in thousands): Year Ended December 31, 2025 2024 Net cash provided by operating activities $ 1,168,438 $ 849,737 Net cash provided by (used in) investing activities 406,738 (517,978) Net cash used in financing activities (685,528) (155,869) Effect of foreign exchange on cash, cash equivalents and restricted cash and cash equivalents 1,682 (1,636) Net increase in cash, cash equivalents and restricted cash and cash equivalents $ 891,330 $ 174,254 Operating Activities Cash provided by operating activities was $1.2 billion for the year ended December 31, 2025, which consisted of net income of $2.8 billion adjusted for $2.5 billion of non-cash items, and changes in working capital of $829.0 million.
Research and Development Year Ended December 31, % Change 2024 2023 (in thousands, except for percentages) Research and development $ 397,073 $ 555,916 (29) % Research and development expenses decreased $158.8 million, or 29%, in 2024 as compared to the prior year.
Research and Development Year Ended December 31, % Change 2025 2024 (in thousands, except for percentages) Research and development $ 451,419 $ 397,073 14 % Research and development expenses increased $54.3 million, or 14%, in 2025 as compared to the prior year.
In each of the three month periods ended March 31, June 30, September 30, and December 31, 2024, Active Riders increased compared to the same periods in 2023 primarily due to our focus on rider engagement, improved retention and overall marketplace health which resulted in Active Riders reaching an all-time high in the fourth quarter of 2024.
In each of the three month periods ended March 31, June 30, September 30, and December 31, 2025, Active Riders increased compared to the same periods in 2024 primarily due to our focus on rider and driver engagement, improved retention, overall marketplace health and international expansion. Rides Rides represent the level of usage of our multimodal platform.
As we expand the scale of our international business activities, any changes in the U.S. and foreign taxation of such activities may increase our overall provision for income taxes in the future. We have a valuation allowance for our U.S. deferred tax assets, including federal and state net operating loss carryforwards.
As we expand the scale of our international business activities, any changes in the U.S. and foreign taxation of such activities may increase our overall (benefit from) provision for income taxes in the future. 53 For the year ended December 31, 2025, we recognized an income tax benefit of $2.9 billion, primarily due to the release of the valuation allowance on our U.S. federal and state net deferred tax assets.
Active Riders 2024 2023 (in millions) Three Months Ended March 31 21.9 19.6 Three Months Ended June 30 23.7 21.5 Three Months Ended September 30 24.4 22.4 Three Months Ended December 31 24.7 22.4 54 We define Active Riders as all riders who take at least one ride during a quarter where the Lyft Platform processes the transaction.
Active Riders 2025 2024 (in millions) Three Months Ended March 31 24.2 21.9 Three Months Ended June 30 26.1 23.7 Three Months Ended September 30 28.7 24.4 Three Months Ended December 31 29.2 24.7 We define Active Riders as all unique riders who have taken at least one ride during the quarter.
As a result, we act as an agent in facilitating the ability for a driver to provide a transportation service to a rider. We report revenue on a net basis, reflecting the service fees and commissions owed to us from the drivers as revenue, and not the gross amount collected from the rider.
Revenue generated in these cases is reported on a net basis, reflecting the service fees and commissions owed to us from the drivers as revenue, and not the gross amount collected from the rider. In certain markets, we act as a principal for transportation services as we control the services provided.
Sales and Marketing Sales and marketing expenses primarily consist of rider incentives, personnel-related compensation costs, driver incentives for referring new drivers or riders, advertising expenses, rider refunds and marketing partnerships with third parties. Sales and marketing costs are expensed as incurred.
Sales and Marketing Sales and marketing expenses primarily consist of rider incentives, personnel-related compensation costs, certain driver incentives, advertising expenses, rider refunds, amortization of certain intangible assets and marketing partnerships with third parties. Sales and marketing costs are expensed as incurred. Incentive programs are intended to improve our marketplace.
Revenue derived from these offerings is recognized in accordance with ASC 606 as described in the Critical Accounting Policies and Estimates below and in Note 2 of the notes to our consolidated financial statements.
Revenue derived from these offerings is recognized in accordance with Accounting Standards Codification Topic 606 (“ASC 606”) and Accounting Standards Codification Topic 842 (“ASC 842”) as described in the Critical Accounting Policies and Estimates below and in Note 2 “Summary of Significant Accounting Policies”.
We expect to see cost of revenue increase in the near term on a year-over-year basis due to higher insurance costs driven by recent economic factors and the renewals of our third party insurance agreements.
We expect to see cost of revenue increase in the near term on a year-over-year basis due to higher insurance costs driven by recent economic factors and the renewals of our third party insurance agreements, but we expect total insurance costs will increase at a lower rate than they have historically as a result of a recently passed rideshare insurance reform bill, SB 371, which is expected to reduce our insurance rate in California.
Cost of Revenue Cost of revenue primarily consists of costs directly related to revenue generating transactions through our multimodal platform which primarily includes insurance costs, payment processing charges, and other costs. Insurance costs consist of insurance generally required under TNC and city regulations for ridesharing and bike and scooter rentals and also include occupational hazard insurance for drivers.
Insurance costs consist of insurance generally required under TNC and city regulations for ridesharing, and bike and scooter rentals and also includes occupational hazard insurance for drivers. Payment processing charges include merchant fees, chargebacks and failed charges.
Goodwill Goodwill is not subject to amortization, but is tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying amount of the goodwill may not be recoverable. As part of the annual goodwill impairment test, we first perform a qualitative assessment to determine whether further impairment testing is necessary.
After the measurement period, any subsequent adjustments are reflected on the consolidated statements of operations. Goodwill Goodwill is not subject to amortization, but is tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying amount of the goodwill may not be recoverable.
Investing Activities Cash used in investing activities was $518.0 million for the year ended December 31, 2024, which primarily consisted of purchases of marketable securities of $4.2 billion and purchases of property and equipment of $83.5 million, partially offset by proceeds from sales and maturities of marketable securities of $3.6 billion and the sale of property and equipment of $92.0 million.
Cash used in investing activities was $518.0 million for the year ended December 31, 2024, which primarily consisted of purchases of marketable securities of $4.2 billion and purchases of property and equipment of $83.5 million, partially offset by proceeds from sales and maturities of marketable securities of $3.6 billion and the sale of property and equipment of $92.0 million. 60 Financing Activities Cash used in financing activities was $685.5 million for the year ended December 31, 2025, which primarily consisted of repurchase of Class A common stock of $500.0 million, repayment of our 2025 Notes of $390.7 million, taxes paid related to net share settlement of equity awards of $151.3 million, repayment of loans of $62.4 million and principal payments on finance lease obligations of $41.3 million.
We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance. We have a valuation allowance for our U.S. deferred tax assets, including federal and state net operating loss 68 carryforwards.
We record a valuation allowance to reduce deferred tax assets to the net amount that we believe is more-likely-than-not to be realized. In assessing the need for a valuation allowance, we consider all available evidence, both positive and negative, including historical profitability, expectations and risks associated with future taxable income, and ongoing tax planning strategies.
Refer to Note 9 “Leases” to the consolidated financial statements for information regarding this gain from lease termination. For more information regarding the limitations of Adjusted EBITDA, Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) and a reconciliation of net income (loss) to Adjusted EBITDA, see the section titled “Reconciliation of Non-GAAP Financial Measures”.
For more information regarding the limitations of Adjusted EBITDA, Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) and a reconciliation of net income (loss) to Adjusted EBITDA, see the section titled “Reconciliation of Non-GAAP Financial Measures”. Free Cash Flow Free cash flow is a measure used by our management to understand and evaluate our operating performance and trends.
On November 3, 2022, we entered into a Revolving Credit Agreement with certain lenders which provides for a $420 million senior secured revolving credit facility (as amended to date, the “Revolving Credit Facility”) maturing on November 3, 2027 or February 13, 2025, if, as of February 13, 2025, our Liquidity (as defined in the Revolving Credit Agreement) minus the aggregate principal amount of the 2025 Notes outstanding on such date is less than $1.25 billion.
Debt On November 3, 2022, we entered into a Revolving Credit Agreement with certain lenders which provides for a $420 million senior secured revolving credit facility, with a sublimit of $168 million for the issuance of letters of credit (as amended to date, the “Revolving Credit Facility”), maturing on November 3, 2027.
The increase was primarily due to increases of $18.9 million in driver onboarding costs and rider and driver support costs, $17.7 million in Light Vehicle fleet operations support costs and $10.6 million in Flexdrive related costs.
The increase was primarily due to increases of $17.0 million in driver onboarding costs and rider, driver and car rental fleet support costs and $8.6 million in personnel-related costs driven by increased headcount.
Other Income (Expense), Net Other income (expense), net consists primarily of interest earned on our cash, cash equivalents and restricted and unrestricted short-term investments as well as sublease income.
Other Income, Net Other income, net consists primarily of interest earned on our cash, cash equivalents and restricted and unrestricted investments and realized and unrealized gains and losses on foreign currency transactions and balances.
The increase in Gross Bookings in the year ended December 31, 2024 as compared to the year ended December 31, 2023 was due primarily to Rides growth which benefited from increased ride frequency, which is demonstrated by Rides growth exceeding Active Riders growth, and improvements in marketplace health.
For the definition of Adjusted EBITDA, refer to “Non-GAAP Financial Measures”. The increase in Gross Bookings in the year ended December 31, 2025 as compared to the year ended December 31, 2024 was due to international expansion and growth in Active Riders and Rides which benefited from continued improvements in marketplace health.
If a ride has been requested by an organization using our Concierge offering for the benefit of a rider, we exclude this rider in the calculation of Active Riders unless the ride is accessible in that rider’s Lyft App.
If a ride is requested by another organization or person for the benefit of a rider, that rider is only included in the calculation of Active Riders if the ride is accessible in the rider’s Lyft apps.
The increase was primarily due to a $20.6 million increase in interest income as compared to the prior year due to higher returns on investments and a $5.1 million gain on extinguishment related to the repurchase of 2025 Notes.
The decrease was primarily due to a $19.1 million decrease in interest income and a $5.1 million gain on extinguishment recognized in the first quarter of 2024 related to the partial repurchase of 2025 Notes. The decrease was partially offset by a $12.6 million increase due to foreign currency exchange.
Investments in driver supply, which are recorded as a reduction to revenue, decreased by $325.7 million in 2024 as compared to the prior year. 57 We expect revenue will fluctuate based upon factors such as ride volume, driver supply, pricing, incentives and seasonality specifically related to our network of Light Vehicles.
The increase was also offset by a $168 million impact from certain legal, tax, and regulatory reserve changes and settlements, which were recorded as a reduction to revenue. 55 We expect revenue will fluctuate based upon factors such as ride volume, driver supply, pricing, incentives and seasonality specifically related to our network of shared bikes and scooters.
We believe that this provides sufficient liquidity to meet our working capital, inclusive of short-term commitments such as the current portion of our convertible senior notes which we plan to settle with cash in early 2025, and capital expenditures needs for at least the next 12 months.
We believe our existing cash, cash equivalents, and short term investments, along with the available borrowings under our revolving credit facility will provide sufficient liquidity to meet our working capital needs, inclusive of short-term commitments such as capital expenditure needs, for at least the next 12 months.
(2) Free cash flow is defined as net cash provided by (used in) operating activities less purchases of property and equipment and scooter fleet.
(2) For more information regarding our use of our non-GAAP financial measures and reconciliations of these measures to the most comparable GAAP measures, see “Non-GAAP Financial Measures”. (3) Free cash flow is defined as net cash provided by (used in) operating activities less purchases of property and equipment and scooter fleet. NM Not meaningful.
In addition, in February 2025, we announced that our board of directors had authorized a program for the repurchase of up to $500 million of our Class A common stock. Repurchases may be made from time to time through open market purchases or through privately negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors.
Share Repurchase In February 2025, we announced that our board of directors had authorized a program for the repurchase of up to $500.0 million of our Class A common stock.
The increase was primarily due to a $687.5 million increase in insurance costs driven by higher costs per mile paired with increased ride volume.
The increase was primarily due to a $337.8 million increase in insurance costs driven by increased ride volume paired with higher costs per mile. There were also increases of $29.6 million in transaction fees due to higher ride volume. These increases were partially offset by a $35.0 million decrease in restructuring costs in 2025 compared to 2024.
The improvements in net income (loss) as a percentage of Gross Bookings and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) in the year ended December 31, 2024 as compared to the year ended December 31, 2023 were due primarily to Rides growth due to competitive pricing and improved marketplace health.
The improvements in net income as a percentage of Gross Bookings and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) in the year ended December 31, 2025 as compared to the year ended December 31, 2024 were due primarily to a $2.9 billion benefit from the release of our valuation allowance of U.S. federal and certain state deferred tax assets in fourth quarter of 2025.
The decrease was primarily due to decreases of $96.3 million in stock-based compensation and $62.9 million in personnel-related costs driven by a reduction in headcount after the restructuring events initiated in the third quarter of 2024 and in prior years.
The increase was primarily due to increases of $32.5 million in personnel-related costs and $17.9 million in stock-based compensation driven by increased headcount.
Revenue derived from these offerings is recognized in accordance with ASC 842 as described in the Critical Accounting Policies and Estimates below and in Note 2 of the notes to our consolidated financial statements. 55 We offer various incentive programs to drivers that are recorded as reduction to revenue if we do not receive a distinct good or service in consideration or if we cannot reasonably estimate the fair value of goods or services received.
Incentives provided to drivers and bikes and scooters riders are generally recorded as reduction to revenue if we do not receive a distinct good or service in consideration or if we cannot reasonably estimate the fair value of goods or services received.
These increases were partially offset by decreases of $13.9 million in personnel-related costs and $12.4 million in stock-based compensation driven by a reduction in headcount after the restructuring events initiated in the third quarter of 2024 and in prior years. 58 General and Administrative Year Ended December 31, % Change 2024 2023 (in thousands, except for percentages) General and administrative $ 937,348 $ 871,080 8 % General and administrative expenses increased $66.3 million, or 8%, in 2024 as compared to the prior year.
These increases were partially offset by a $22.6 million decrease in advertising expenses related to riders and drivers. 56 General and Administrative Year Ended December 31, % Change 2025 2024 (in thousands, except for percentages) General and administrative $ 1,002,130 $ 937,348 7 % General and administrative expenses increased $64.8 million, or 7%, in 2025 as compared to the prior year.
Revenue also consists of rental revenues recognized through leases or subleases primarily from Flexdrive and our network of Light Vehicles, which includes revenue generated from single-use ride fees paid by riders of Light Vehicles.
Revenue also consists of rental revenues recognized through leases or subleases of vehicles primarily from our wholly-owned subsidiary, Flexdrive Services, LLC (“Flexdrive”).
Financial and Operational Results for the Year Ended December 31, 2024 Year Ended December 31, 2024 2023 % Change (in millions, except percentages) GAAP Financial Measures Revenue $ 5,786.0 $ 4,403.6 31% Total costs and expenses $ 5,904.9 $ 4,879.2 21% Loss from operations $ (118.9) $ (475.6) 75% Net income (loss) $ 22.8 $ (340.3) 107% Net income (loss) as a percentage of revenue 0.4 % (7.7) % Net cash provided by (used in) operating activities $ 849.7 $ (98.2) 965% Net cash (used in) provided by investing activities $ (518.0) $ 599.8 (186)% Net cash used in financing activities $ (155.9) $ (122.1) (28)% Key Metrics and Non-GAAP Financial Measures Active Riders for the fourth quarter 24.7 22.4 10% Rides 828.3 709.0 17% Gross Bookings $ 16,099.4 $ 13,775.2 17% Adjusted EBITDA (1) $ 382.4 $ 222.4 72% Net income (loss) as a percentage of Gross Bookings 0.1 % (2.5) % Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) 2.4 % 1.6 % Adjusted Net Income (1)(2) $ 391.5 $ 250.7 56% Free cash flow (1)(3) $ 766.3 $ (248.1) 409% _______________ (1) For more information regarding our use of our non-GAAP financial measures and reconciliations of these measures to the most comparable GAAP measures, see “Non-GAAP Financial Measures”.
Financial and Operational Results for the Year Ended December 31, 2025 Year Ended December 31, 2025 2024 % Change (in millions, except percentages) GAAP Financial Measures Revenue $ 6,316.3 $ 5,786.0 9% Net income (1) $ 2,844.0 $ 22.8 NM Net income as a percentage of revenue 45.0 % 0.4 % Net cash provided by operating activities $ 1,168.4 $ 849.7 38% Key Metrics and Non-GAAP Financial Measures Active Riders for the fourth quarter 29.2 24.7 18% Rides 945.5 828.3 14% Gross Bookings $ 18,507.0 $ 16,099.4 15% Adjusted EBITDA (2) $ 528.8 $ 382.4 38% Net income as a percentage of Gross Bookings 15.4 % 0.1 % Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) 2.9 % 2.4 % Free cash flow (2)(3) $ 1,115.6 $ 766.3 46% _______________ (1) Net income for the year ended December 31, 2025 includes a $2.9 billion benefit from the release of our valuation allowance of U.S. federal and certain state deferred tax assets in the fourth quarter of 2025.
We recognize revenue from fees paid by drivers for use of our Lyft Platform offerings in accordance with ASC 606 as described in Note 2 of the notes to our consolidated financial statements. Drivers enter into terms of service (“ToS”) with us in order to use our Lyft Driver App.
Revenue Recognition We generate substantially all our revenue from our ridesharing marketplace that connects drivers and riders. We recognize revenue from fees paid by drivers for use of our Lyft Platform offerings in accordance with ASC 606 as described in Note 2 “Summary of Significant Accounting Policies”.
If we are unable to raise additional capital when desired, our business, financial condition and results of operations could be adversely affected. 65 Contractual Obligations and Commitments The following table summarizes our contractual obligations and commitments as of December 31, 2024 (in millions): Payments Due by Period Total (2) 12 months or less Thereafter Operating lease commitments $ 228.0 $ 35.3 $ 192.7 Financing lease commitments 94.2 35.3 58.9 Long-term debt, including current maturities (1) 995.0 429.1 566.0 Other noncancelable agreements 109.3 10.2 99.1 _______________ (1) Includes the convertible senior notes issued in May 2020 (the "2025 Notes") and February 2024 (the "2029 Notes") with outstanding principal amounts of $390.7 million and $460.0 million, respectively, as of December 31, 2024.
Contractual Obligations and Commitments The following table summarizes our contractual obligations and commitments as of December 31, 2025 (in millions): Payments Due by Period Total (2) 12 months or less Thereafter Operating lease commitments $ 232.9 $ 38.2 $ 194.7 Financing lease commitments 81.2 38.8 42.4 Long-term debt, including current maturities (1) 1,053.0 50.6 1,002.4 Purchase commitments 672.6 146.4 526.2 _______________ (1) Includes t he 2029 Notes and 2030 Notes with outstanding principal amounts of $460.0 million and $500.0 million, respectively, as of December 31, 2025.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of December 31, 2024, we had long-term debt of $995.0 million, 39% of which consisted of the fixed-rate 2025 Notes we issued in May 2020, and 45% of which consisted of the fixed-rate 2029 Notes we issued in February 2024.
Biggest changeAs of December 31, 2025, we had long-term debt of $1.1 billion, which primarily consisted of the fixed-rate 2029 Notes we issued in February 2024 and the 2030 Notes which have a 0% interest rate issued in September 2025.
The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a material impact on our consolidated financial statements. 69
The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a material impact on our consolidated financial statements. 64
Interest Rate Risk As of December 31, 2024, we had unrestricted cash, cash equivalents and short-term investments of approximately $2.0 billion, which consisted primarily of institutional money market funds, certificates of deposits, commercial paper, corporate bonds, and term deposits, which each carry a degree of interest rate risk, and restricted cash, cash equivalents and restricted investments of $1.5 billion.
Interest Rate Risk As of December 31, 2025, we had unrestricted cash, cash equivalents and short-term investments of approximately $1.8 billion, which consisted primarily of institutional money market funds, certificates of deposits, commercial paper, corporate bonds, and U.S. government and agency securities, which each carry a degree of interest rate risk, and restricted cash, cash equivalents and restricted investments of $1.9 billion.

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