DEF 14A of Uber Technologies, Inc, Mar 23, 2026

DEF 14A of Uber Technologies, Inc

Filed Mar 23, 2026 · FY20250001308179-26-000125

Open on EDGAR

  1. We reimagine the way the world moves for the better

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  2. Meeting Information

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  3. Meeting Information

    | Executive Compensation Tables | | 69 | | | Summary Compensation Table | 69 | | | Grants of Plan-Based Awards Table | 71 | | | Outstanding Equity Awards as of December 31, 2025 | 73 | | | Stock Option Exercises & Stock Vested During 2025 | 74 | | | Potential Payments Upon Termination or Change in Control | 75 | | Pay Versus Performance | | 77 | | Stock Ownership Information | | 80 | | | Security Ownership of Certain Beneficial Owners & Management | 80 | | | Equity Compensation Plan Information | 82 | | Audit Matters | | 83 | | | Proposal 4 — Ratification of Appointment of Independent Registered Public Accounting Firm | 83 | | Additional Information | | 85 | | | 2026 Annual Meeting Information | 85 | | | Rules of Conduct | 88 | | | 2027 Annual Meeting of Stockholders Information | 89 | | | Other Matters | 90 | | Appendix A—Supplemental Information About Financial Measures | | 91 | | | Non-GAAP Reconciliations | 91 | | | Key Terms for Our Key Metrics and Non-GAAP Financial Measures | 92 |

  4. Forward-looking statements

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  5. Forward-looking statements

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  6. Forward-looking statements

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  7. Forward-looking statements

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  8. Forward-looking statements

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  9. Forward-looking statements

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  10. Our Executive Compensation Program: Philosophy and Features

    | ● | Pay-for-performance philosophy. We motivate our executives to achieve the Company’s short-term and long-term objectives by linking a significant portion of their compensation to key performance indicators, including financial, strategic, and operational goals, measured both at a Company-wide level and at an individual level, and compensating them based on actual performance against these goals. In 2025, we included goals related to Gross Bookings, Adjusted EBITDA, Adjusted EBITDA less stock-based compensation expense (SBC), insurance savings, the growth of our AV platform and market presence, global electric vehicle miles, safety, the expansion of our membership program, and improvements to the Driver and Courier experience, among others. | | ● | Retaining key talent and ensuring a strong executive team. We strive to have a long-term and enduring program for effective senior leadership development and succession at Uber. Our compensation program is designed to attract and retain a talented team of executives who possess and demonstrate the qualities that are critical to the success of our business. The achievement of this objective is evident in the promotion of Andrew Macdonald in 2025 to the role of President and Chief Operating Officer (COO) after holding various positions within the Company for more than 13 years, most recently as Senior Vice President, Mobility & Business Operations. Additionally, effective February 16, 2026, Balaji Krishnamurthy was promoted to the role of Chief Financial Officer (CFO) from his role of Vice President, Strategic Finance after similarly holding various positions within the Company for more than six years. | | ● | At-risk compensation. In 2025, 96% of our CEO’s target total direct compensation was variable and at risk, and, on average, 93% was variable and at risk for our other NEOs. Additionally, the performance-based restricted stock unit (PRSU) portion of our CEO’s annual equity award accounts for more than 50% of his overall grant, resulting in more than 77.5% of our CEO’s target annual equity opportunity being subject to total stockholder return (TSR) and performance-based achievement through both stock option awards and PRSU awards. | | ● | Enhanced clawback policy. In order to ensure executive accountability and discourage unnecessary and excessive risk taking, we maintain a robust clawback policy applicable to certain cash and equity compensation awarded to our executive officers, exceeding both SEC and NYSE requirements. | | ● | Minimum thresholds, maximum performance, and capped incentive-based payouts. Each individual metric in both our short-term and long-term incentive programs is subject to a threshold level of performance and, if not achieved, results in a 0% payout for that metric. Conversely, the metrics in our short-term and long-term incentive programs are subject to a 200% cap and 150% cap, respectively. | | ● | Inclusion of SBC metric. Our Annual Cash Bonus Plan for 2025 included SBC as a metric (i.e., Adjusted EBITDA less SBC) in our Company financial goals, demonstrating our implementation of stockholder feedback received during our extensive engagement, as well as our commitment to profitability. | | ● | Stock ownership guidelines. We maintain stock ownership guidelines for our executive officers and directors, including a rigorous ten times base salary requirement for our CEO, as well as stock retention guidelines. We also prohibit Company directors and employees, including our executive officers, from pledging for margin loans or similar speculative transactions and hedging Company shares, and maintain an insider trading policy designed to promote compliance with regulations and applicable listing standards. As of the applicable measurement date in 2025, all of our executive officers and non-employee directors were in compliance with our stock ownership guidelines. | | ● | Emphasis on safety. “Standing for safety” has been a critical component of our executive compensation program since 2018. The consistent inclusion of safety improvement goals in our long-term incentive program has ensured that our NEOs prioritize the safety of users and consumers on our platform. We included safety improvement goals in our 2025 PRSUs and will continue to include them in our 2026 PRSUs. | | ● | Stockholder outreach and engagement. Each compensation cycle, we consider the perspectives and feedback we receive from our stockholders in setting the performance goals and metrics in our short-term and long-term incentive programs, ensuring that our executives are incentivized to make the strategic decisions necessary for Uber’s success and maximize the creation of long-term stockholder value. See “Looking Ahead to 2026: Evolution and Flexibility” in the next section for examples of how we applied this principle to our 2026 compensation program. |

  11. Looking Ahead to 2026: Evolution and Flexibility

    | Incentive Plan Goals | Commitment to growth and profitability | | ● Added Non-GAAP Earnings per Share (EPS) to Annual Cash Bonus Plan, replacing Adj. EBITDA and Adj. EBITDA less SBC ● Added Non-GAAP Operating Income growth to 2026 PRSUs, replacing Adj. EBITDA Margin ● 60% of Annual Cash Bonus Plan and 90% of 2026 PRSUs based on financial metrics | | | Continued focus on safety and autonomous vehicles | | ● Remain invested in safety and transparency – remaining 10% of 2026 PRSUs allocated to safety improvement goals ● Committed to fulfilling autonomous vehicle (AV) commitments – including AV goals in Company and individual metrics in Annual Cash Bonus Plan | | Incentive Plan Structure | No overlapping goals | | ● Annual Cash Bonus Plan and long-term incentive plan do not include overlapping goals ● Revised financial metrics in both programs, aligning with current operations | | | Moving to three-year goals across all PRSU metrics | | ● Focusing on sustained, long-term profitability and growth ● Eliminated annual Adj. EBITDA Margin from 2026 PRSUs ● Replaced with a three-year Non-GAAP Operating Income growth metric | | | Simplification of long-term incentive program | | ● 2026 PRSUs subject to only three distinct performance metrics and overall relative TSR modifier ● 90% of 2026 PRSUs tied to financial performance | | Evergreen Feature | Efficient share utilization and declining to use the evergreen feature | | ● Historically, evergreen feature automatically replenished equity plan share reserve annually ● Declined to utilize evergreen feature this year, do not intend to use in future ● Partially in response to stockholder feedback and due to our efficient share utilization | | Equity Mix | CEO, CFO, COO: 50%+ PRSUs and 25% options | | ● At least 75% of the equity awards granted to our CEO, CFO, and COO will be subject to total stockholder return and performance-based achievement ● CEO: 55% PRSUs; 22.5% Options; 22.5% RSUs ● CFO/COO: 50% PRSUs; 25% Options; 25% RSUs |

  12. Looking Ahead to 2026: Evolution and Flexibility

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  13. Comprehensive Engagement

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  14. Skills, Experience & Background

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  15. Biographies of our Director Nominees

    Biographies of our Director Nominees

  16. Biographies of our Director Nominees

    | | Consumer and Digital Experience | | Global Company Leadership | | Innovation and High-Growth Experience | | Technology and Cybersecurity Experience | | | Financial Expertise | | Government, Policy, and Regulatory Experience | | Sustainability and Human Capital Management | | |

  17. Ronald Sugar

    Ronald Sugar

  18. Ronald Sugar

    | Former Chairman and CEO, Northrop Grumman Age: 77 Director Since: July 2018 Committee Memberships: Nominating and Governance (Chair); Compensation Other Public Company Boards: ● Apple Inc. | Biography Dr. Sugar has served as the Independent Chairperson of our Board since July 2018. Dr. Sugar was Chairman of the board and Chief Executive Officer of Northrop Grumman Corporation, a global aerospace and defense company, from 2003 until his retirement in 2010, and President and Chief Operating Officer from 2001 until 2003. He was President and Chief Operating Officer of Litton Industries, Inc. from 2000 until the company was acquired by Northrop Grumman Corporation in 2001. Prior to that time, he served as Chief Financial Officer of TRW Inc. Dr. Sugar is an adviser to Bain & Company and was formerly an adviser to Ares Management LLC and to Singapore’s Temasek Investment Company. He is a trustee of the University of Southern California, board of visitors member of the University of California, Los Angeles Anderson School of Management, past Chairman of the Aerospace Industries Association, and a member of the National Academy of Engineering. Dr. Sugar currently serves on the board of Apple Inc. He previously served on the board of Air Lease Corporation from 2010 to 2020, the board of Chevron Corporation from 2005 to 2023, and the board of Amgen, Inc. from 2010 to 2024. Qualifications Dr. Sugar was selected to serve on our Board because of his experience as the leader of a global company, particularly as Chairman of the board and Chief Executive Officer of Northrop Grumman Corporation; his innovation, technology, and high-growth experience; his consumer and digital experience, particularly his experience on Apple’s board; his financial expertise; and his government, policy, and regulatory experience. Skills |

  19. Ronald Sugar

    | 22 | | 2026 Proxy Statement |

  20. Ronald Sugar

    | Compensation Discussion & Analysis | Compensation Tables | Stock Ownership Information | Audit Matters | Additional Information |

  21. Revathi Advaithi

    Revathi Advaithi

  22. Revathi Advaithi

    | CEO, Flex Ltd. Age: 58 Director Since: July 2020 Committee Memberships: Audit Other Public Company Boards: ● Flex Ltd. | Biography Ms. Advaithi has served on our Board since July 2020. Ms. Advaithi has been Chief Executive Officer and a director of Flex Ltd., a manufacturer that delivers technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets, since 2019. Prior to joining Flex, Ms. Advaithi was President and Chief Operating Officer, Electrical Sector, of Eaton Corporation plc, a power management company, a position she held from 2015 until 2019. Prior to that role, she was President of Electrical Sector, Americas, of Eaton from 2012 through 2015; President of Electrical Sector, Asia Pacific, from 2009 to 2012; and Vice President and General Manager between 2008 and 2009. Between 2002 and 2008, Ms. Advaithi worked at Honeywell, where she held several senior roles within the sourcing and supply chain functions of the aerospace sector before being named Vice President and General Manager of Honeywell’s Field Solutions business in 2006. She held various other roles at Eaton between 1995 and 2002. Qualifications Ms. Advaithi was selected to serve on our Board due to her leadership experience as Chief Executive Officer of a large global technology company and her experience in engineering, operations, logistics, international management, and technology more generally. Skills |

  23. Turqi Alnowaiser

    Turqi Alnowaiser

  24. Turqi Alnowaiser

    | Deputy Governor and Head of International Investments Division, The Public Investment Fund Age: 49 Director Since: November 2023 Committee Memberships: Audit Other Public Company Boards: ● Lucid Group, Inc. ● Hapag-Lloyd AG | Biography Mr. Alnowaiser has served on our Board since November 2023. Mr. Alnowaiser has served as Deputy Governor and Head of the International Investments Division at The Public Investment Fund, a sovereign wealth fund of the Kingdom of Saudi Arabia, since June 2021, and previously served as Head of International Investments at The Public Investment Fund from October 2016 to June 2021. Mr. Alnowaiser previously served as Senior Advisor at The Public Investment Fund from October 2015 to September 2016, prior to which he held several executive roles at Saudi Fransi Capital, a leading financial services firm based in Saudi Arabia, including as Head of Asset Management. Before his career at Saudi Fransi Capital, Mr. Alnowaiser specialized in developing, managing, and regulating various financial products across asset classes at Morgan Stanley, the Capital Market Authority of Saudi Arabia, and the Saudi Industrial Development Fund. Mr. Alnowaiser has served on the board of Lucid Group, Inc., since April 2019 and has served as Chairman of Lucid’s board since April 2023. Mr. Alnowaiser has also served on the board of Hapag-Lloyd AG since February 2018. Qualifications Mr. Alnowaiser was selected to serve on our Board due to his financial services, regulatory, and operational experience, particularly in his roles at The Public Investment Fund and his leadership experience in the Middle East. Skills |

  25. Turqi Alnowaiser

    | 2026 Proxy Statement | | 23 |

  26. Turqi Alnowaiser

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  27. Nikesh Arora

    Nikesh Arora

  28. Nikesh Arora

    | Chairman and CEO, Palo Alto Networks, Inc. Age: 58 Director Since: May 2025 Committee Memberships: Audit Other Public Company Boards: ● Palo Alto Networks, Inc. ● Compagnie Financiere Richemont S.A. | Biography Mr. Arora has served on our Board since May 2025. Mr. Arora has served as the Chairman of the Board and Chief Executive Officer of Palo Alto Networks, a leading global cybersecurity company, since June 2018. Prior to joining Palo Alto Networks, from 2016 through 2018, Mr. Arora was an angel investor and from June 2016 through December 2017, Mr. Arora served as an advisor to SoftBank Group Corp., a multinational conglomerate company (SoftBank). From July 2015 through June 2016, Mr. Arora served as president and chief operating officer of SoftBank and from July 2014 through June 2015, Mr. Arora served as vice chair and chief executive officer of SoftBank Internet and Media, a subsidiary of SoftBank. Prior to SoftBank, from December 2004 through July 2014, Mr. Arora held multiple senior leadership operating roles at Google, Inc., including serving as senior vice president and chief business officer, from January 2011 to June 2014. Mr. Arora also serves on the board of Compagnie Financiere Richemont S.A., a public Switzerland-based luxury goods holding company. Mr. Arora previously served on the boards of SoftBank, Sprint Corp., Colgate-Palmolive Company, and Yahoo! Japan, among others. Qualifications Mr. Arora was selected to serve on our Board due to his extensive leadership experience in global technology, his strong background in cybersecurity and artificial intelligence from his experience as Chairman and Chief Executive Officer of Palo Alto Networks, his operational and financial expertise, and his track record of corporate governance at leading public companies. Skills |

  29. Ursula Burns

    Ursula Burns

  30. Ursula Burns

    | Co-founder, Integrum Holdings LP; Former Chairman and CEO, VEON Ltd. Age: 67 Director Since: October 2017 Committee Memberships: Nominating and Governance; Audit Other Public Company Boards: ● IHS Holding Limited ● Taiwan Semiconductor Manufacturing Company Ltd. | Biography Ms. Burns has served on our Board since October 2017. In April 2021, Ms. Burns co-founded Integrum Holdings LP, an investment firm focused on partnering with technology-enabled services companies. Previously, she was Chairman of VEON Ltd., an international telecommunications and technology company, from 2017 to 2020, during which time she served as Executive Chairman from March 2018 to December 2018, and was Chief Executive Officer from 2018 to 2020. Ms. Burns was Chairman of Xerox Corporation from 2009 to 2017 and Chief Executive Officer from 2009 to 2016, prior to which she advanced through many engineering and management positions after joining the company in 1980. U.S. President Barack Obama appointed Ms. Burns to help lead the White House national program on STEM (Science, Technology, Engineering and Math) from 2009 to 2016, and she served as Chair of the President’s Export Council from 2015 to 2016 after serving as Vice Chair from 2010 to 2015. Ms. Burns currently serves on the boards of IHS Holding Limited and Taiwan Semiconductor Manufacturing Company Ltd. She previously served on the boards of Endeavor Group Holdings, Inc. from 2021 to 2025, American Express Company from 2004 to 2018, Nestlé S.A. from 2017 to April 2021, VEON Ltd. from 2017 to 2020, Xerox Corporation from 2007 to 2017, Plum Acquisition Corp. I from 2021 to 2023, and Exxon Mobil Corporation from 2012 to 2023. Qualifications Ms. Burns was selected to serve on our Board because of her experience as the leader of a global company, particularly her experience as Chairman and Chief Executive Officer of Xerox, her technology and digital experience, her financial expertise, and her government, policy, and regulatory experience. Skills |

  31. Ursula Burns

    | 24 | | 2026 Proxy Statement |

  32. Ursula Burns

    | Compensation Discussion & Analysis | Compensation Tables | Stock Ownership Information | Audit Matters | Additional Information |

  33. Robert Eckert

    Robert Eckert

  34. Robert Eckert

    | Operating Partner, FFL Partners, LLC; Former CEO, Mattel Age: 71 Director Since: March 2020 Committee Memberships: Nominating and Governance; Compensation (Chair) Other Public Company Boards: ● Amgen, Inc. ● Levi Strauss & Co. | Biography Mr. Eckert has served on our Board since March 2020. Mr. Eckert has been an Operating Partner of FFL Partners, LLC, a private equity firm, since 2014. Mr. Eckert is also Chairman Emeritus of Mattel, Inc., a role he has held since 2013. He was Mattel’s Chairman and Chief Executive Officer from 2000 until 2011, and he continued to serve as its Chairman until 2012. He previously worked for Kraft Foods, Inc. for 23 years, and served as President and Chief Executive Officer from 1997 until 2000. From 1995 to 1997, Mr. Eckert was Group Vice President of Kraft Foods, and from 1993 to 1995, he was President of the Oscar Mayer foods division of Kraft Foods. Mr. Eckert currently serves on the boards of Amgen, Inc., Levi Strauss & Co., and Quinn Company. He previously served on the board of McDonald’s Corporation from 2003 to 2023. Qualifications Mr. Eckert was selected to serve on our Board due to his leadership experience as Chief Executive Officer of large global public companies; his extensive experience leading global consumer brands at Mattel and Kraft; his financial expertise as a partner of FFL Partners, LLC; and his government, policy, and regulatory experience. Skills |

  35. Amanda Ginsberg

    Amanda Ginsberg

  36. Amanda Ginsberg

    | Operating Partner, Advent International, L.P.; Former CEO, Match Group, Inc. Age: 56 Director Since: February 2020 Committee Memberships: Nominating and Governance; Compensation Other Public Company Boards: ● ThredUp Inc. ● Universal Music Group N.V. | Biography Ms. Ginsberg has served on our Board since February 2020. Ms. Ginsberg has been an Operating Partner of Advent International, L.P., a global private equity investor, since 2022. Ms. Ginsberg was Chief Executive Officer of Match Group, Inc. from 2017 to 2020. Prior to this role, she was Chief Executive Officer of Match Group Americas from 2015 to 2017, where she was responsible for the Match U.S. brand, Match Affinity Brands, OkCupid, PlentyOfFish, ParPerfeito, and overall North and South American expansion. Previously, she was the Chief Executive Officer of The Princeton Review from 2014 to 2015, where she expanded its services to include online services, including tutoring and college counseling for a new generation of students. Ms. Ginsberg currently serves on the board of ThredUp Inc. and the board of Universal Music Group N.V. She previously served on the boards of Care.com from 2012 to 2014; J.C. Penney from 2015 to 2020; Match Group, Inc. from 2017 to 2020; and Z-Work Acquisition Corp. from 2020 to 2022. Qualifications Ms. Ginsberg was selected to serve on our Board principally based on her extensive operational, innovation, and high-growth experience with consumer and digital companies and her global company leadership, including serving as Chief Executive Officer of a leading provider of internet-based dating products and a leading test preparation company and on-demand learning solutions company. Skills |

  37. Amanda Ginsberg

    | 2026 Proxy Statement | | 25 |

  38. Amanda Ginsberg

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  39. Dara Khosrowshahi

    Dara Khosrowshahi

  40. Dara Khosrowshahi

    | CEO, Uber Age: 56 Director Since: September 2017 Committee Memberships: None Other Public Company Boards: ● Expedia Group, Inc. ● Grab Holdings Ltd. | Biography Mr. Khosrowshahi has served as our Chief Executive Officer and a member of our Board since September 2017. Prior to joining Uber, Mr. Khosrowshahi was President and Chief Executive Officer of Expedia Group, Inc., an online travel company, from 2005 to 2017. From 1998 to 2005, Mr. Khosrowshahi served in several senior management roles at IAC/InterActiveCorp, a media and internet company, including Chief Executive Officer of IAC Travel, a division of IAC/InterActiveCorp, from January 2005 to August 2005; Executive Vice President and Chief Financial Officer of IAC/InterActiveCorp from 2002 to 2005; and as IAC/InterActiveCorp’s Executive Vice President, Operations and Strategic Planning, from 2000 to 2002. He worked at Allen & Company LLC from 1991 to 1998, where he was Vice President from 1995 to 1998. Mr. Khosrowshahi currently serves on the boards of Expedia Group, Inc. and Grab Holdings Ltd. He was a member of the supervisory board of trivago, N.V. from 2016 to 2017 and previously served on the boards of the following companies: Aurora Innovation, Inc. from 2021 to 2024; the New York Times Company from 2015 to 2017; and TripAdvisor, Inc. from 2011 to 2013. Qualifications Mr. Khosrowshahi was selected to serve on our Board based on the perspective and experience he brings as our Chief Executive Officer and as a former leader of Expedia, a global company; his innovation, technology, and high-growth experience; his consumer and digital experience; and his financial expertise. Skills |

  41. John Thain

    John Thain

  42. John Thain

    | Founding Partner, Pine Island Capital Partners LLC; Former Chairman and CEO, CIT Group Age: 70 Director Since: October 2017 Committee Memberships: Audit (Chair) Other Public Company Boards: ● Deutsche Bank AG | Biography Mr. Thain has served on our Board since October 2017. Mr. Thain is the Founding Partner of Pine Island Capital Partners LLC, a private investment firm, and has served as Chairman since 2017. He was Chairman and Chief Executive Officer of CIT Group from 2010 until 2016. In 2009, prior to joining CIT Group, he was President of Global Banking, Securities and Wealth Management for Bank of America. From December 2007 to January 2009, prior to its merger with Bank of America, Mr. Thain was Chairman and Chief Executive Officer of Merrill Lynch & Co., Inc. From 2006 to 2007, he was Chief Executive Officer and a director of NYSE Euronext, Inc. following the NYSE Group and Euronext N.V. merger. He joined the New York Stock Exchange in 2004, serving as Chief Executive Officer and a director. From 2003 through 2004, Mr. Thain was the President and Chief Operating Officer of The Goldman Sachs Group Inc., and from 1999 through 2003 he was President and Co-Chief Operating Officer. From 1994 to 1999, he was Chief Financial Officer and Head of Operations, Technology and Finance, and from 1995 to 1997 he was also Co-Chief Executive Officer for European operations for The Goldman Sachs Group, L.P. Mr. Thain currently serves on the supervisory board of Deutsche Bank AG. He previously served on the board of Goldman Sachs Group Inc. from 1998 to 2004. Qualifications Mr. Thain was selected to serve on our Board because of his experience as Chief Executive Officer of several global companies; his financial expertise from his roles at CIT Group, Merrill Lynch, and NYSE Euronext; and his government, policy, and regulatory experience. Skills |

  43. John Thain

    | 26 | | 2026 Proxy Statement |

  44. John Thain

    | Compensation Discussion & Analysis | Compensation Tables | Stock Ownership Information | Audit Matters | Additional Information |

  45. Alexander Wynaendts

    Alexander Wynaendts

  46. Alexander Wynaendts

    | Former CEO and Chairman, Aegon NV Age: 65 Director Since: March 2021 Committee Memberships: Audit Other Public Company Boards: ● Air France-KLM SA ● Deutsche Bank AG | Biography Mr. Wynaendts has served on our Board since March 2021. From 2008 to 2020, he was Chief Executive Officer and Chairman of the management and executive boards of Aegon NV, one of the world’s leading providers of life insurance, pensions, and asset management. From 2007 to 2008, Mr. Wynaendts was Chief Operating Officer at Aegon. He was appointed as a member of Aegon’s executive board in 2003, overseeing the company’s international growth strategy. He joined Aegon in 1997 as Senior Vice President for Group Business Development. Prior to Aegon, Mr. Wynaendts began his career in 1984 with ABN AMRO Bank, working in Amsterdam and London in the Dutch bank’s capital markets, asset management, corporate finance, and private banking operations. He currently serves as Chair of the Supervisory Board of Uber Payments BV, the Company’s indirect subsidiary in the Netherlands, which holds an e-money license and processes payments for the Company’s operations in Europe. Mr. Wynaendts currently serves on the board of Air France-KLM SA and the Supervisory Board of Deutsche Bank AG, where he serves as Chairman. He formerly served on the board of Citigroup Inc. from 2016 to 2021. Qualifications Mr. Wynaendts was selected to serve on our Board based on his extensive operational experience, including serving as both Chief Executive Officer and Chief Operating Officer of Aegon, a global provider of life insurance, pensions, and asset management, and his extensive government, policy, and regulatory experience. Skills |

  47. Alexander Wynaendts

    Board Composition and Refreshment

  48. Board Composition and Nomination

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  49. Audit Committee

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  50. Risk Oversight

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  51. Delinquent Section 16(a) Reports

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  52. Other Transactions

    | Description of Non-Employee Director Compensation | Amount | | Cash Retainer for All Directors(1)(2) | $60,000 | | Annual RSU Grant for All Directors(3)(4)(5) | $300,000 | | Committee Additional Cash Retainer(1) | | | Audit Committee Chair | $40,000 | | Compensation Committee Chair | $30,000 | | Nominating and Governance Committee Chair | $30,000 | | Non-Chair Audit Committee Member | $20,000 | | Non-Chair Compensation Committee Member | $15,000 | | Non-Chair Nominating and Governance Committee Member | $15,000 | | Independent Chairperson of the Board Additional Cash Retainer(1) | $200,000 |

  53. Other Transactions

    | (1) Earned quarterly and paid in arrears on a quarterly basis. Non-employee directors joining the Board after the beginning of the year receive a prorated cash retainer reflecting his or her actual period of service on our Board for the year. Non-employee directors based in the U.S. may elect to receive all or a portion of any cash retainer in the form of RSUs pursuant to the RSU Conversion and Deferral Program for Directors and such RSUs are granted quarterly. | | (2) Based on the May 5, 2025 amendment to our Director Compensation Policy, the cash retainer paid to all non-employee directors increased to $60,000 from $50,000, effective May 5, 2025. | | (3) Based on the May 5, 2025 amendment to our Director Compensation Policy, the target grant value of the Annual RSU Grant increased to $300,000 from $275,000, effective for the 2025 Annual RSU Grant. | | (4) A non-employee director joining the Board after the date of the Annual Meeting of Stockholders for the applicable year receives a prorated Annual RSU Grant reflecting his or her actual period of service on our Board for the year, with such year being measured beginning on the date of the Annual Meeting of Stockholders for the applicable year. Mr. Arora’s Annual RSU Grant was prorated based on the date he joined the Board, which was May 31, 2025. | | (5) Pursuant to our Director Compensation Policy, the Annual RSU Grant payable to non-employee directors is payable based on service for the fiscal year commencing at each Annual Meeting of Stockholders. Our Annual RSU Grants for 2025 were made on the date of our 2025 Annual Meeting of Stockholders with such RSU grants vesting on the day prior to the 2026 Annual Meeting of Stockholders for all of our non-employee directors, other than Mr. Arora. Mr. Arora’s prorated Annual RSU Grant for 2025 was granted on June 18, 2025, and will vest on the day prior to the 2026 Annual Meeting of Stockholders. |

  54. Other Transactions

    We do not pay meeting fees. We do offer reimbursements to our non-employee directors for their reasonable out-of-pocket expenses incurred when attending meetings of our Board and committees, including travel and lodging. In 2025, all of our non-employee directors received an Annual RSU Grant and a cash retainer, either paid in cash or converted to vested RSUs pursuant to our RSU Conversion and Deferral Program for Directors, based on their role as a chairperson and/or member of a committee.

  55. Stock Price Volatility at Grant

    Stock Price Volatility at Grant For accounting purposes, the fair value of equity awards must be determined based on the closing price of our common stock on the actual grant date. We have historically determined the number of equity shares granted to all employees, including our NEOs, and our non-employee directors, based on a value-to-share conversion methodology that relies on the average stock price from the prior month. As a result of higher than typical stock price volatility in April 2025 leading up to our May 6 grant date (for all non-employee directors other than Mr. Arora), the RSU grant awarded to non-employee directors had an accounting value that was 17% higher on the grant date than the targeted grant value due to the increase between the average trading price of our common stock in April 2025 of $73.32 and the trading price of our common stock on May 6, 2025 of $85.83. The reported values included in the “Stock Awards” column in the table below may vary materially from the targeted grant values referenced above as a result of this stock price volatility and accounting complexities.

  56. Stock Price Volatility at Grant

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  57. RSU Conversion & Deferral Program for Directors

    RSU Conversion & Deferral Program for Directors Pursuant to our RSU Conversion and Deferral Program for Directors, our non-employee directors based in the U.S. may elect to receive all or a portion of their earned cash retainers in the form of vested RSUs. The program also allows non-employee directors to elect to defer the settlement and payout of any vested RSUs to be issued in either a single payment or in three annual installments (i) on a future date during his or her service, as designated by the non-employee director, or (ii) upon the termination of his or her service as a non-employee director. A non-employee director must generally make such RSU election and/or deferral election before the start of each calendar year. In December 2025, non-employee directors made their RSU election and/or deferral election for the 2026 Annual RSU Grant and 2026 cash compensation.

  58. Uber Payments BV Board Membership - Mr. Wynaendts

    | Name | Fees Earned or Paid in Cash ($)(1)(2) | Stock Awards ($)(3)(4) | All Other Compensation ($) | Total ($) | | Ronald Sugar | $300,556 | $351,131 | — | $651,687 | | Revathi Advaithi | $76,326 | $351,131 | — | $427,457 | | Turqi Alnowaiser | $76,326 | $351,131 | — | $427,457 | | Nikesh Arora(5) | $2,967(6)(7) | $294,426(8) | — | $297,393 | | Ursula Burns | —(6) | $442,259(8) | — | $442,259 | | Robert Eckert | $101,241 | $351,131 | — | $452,372 | | Amanda Ginsberg | $81,192 | $351,131 | — | $432,323 | | Wan Ling Martello(9) | $27,199 | — | — | $27,199 | | John Thain | —(6) | $447,348(8) | — | $447,348 | | David Trujillo | —(6) | $416,095(8) | — | $416,095 | | Alexander Wynaendts | $76,326 | $351,131 | $117,716(10) | $545,173 |

  59. Uber Payments BV Board Membership - Mr. Wynaendts

    | (1) The amounts shown represent the cash portion of the annual retainers, committee chair retainers, committee member retainers, and Independent Chairperson retainers. Any cash retainer amounts elected to be received as vested RSUs pursuant to our RSU Conversion and Deferral Program for Directors that were granted in 2025 are reflected in the Stock Awards column. | | (2) Amounts reflect an annual cash retainer of $50,000 for the period beginning on January 1, 2025 through May 4, 2025, and an annual cash retainer of $60,000 for the period beginning on May 5, 2025 through December 31, 2025. | | (3) Includes the Annual RSU Grant to each of our non-employee directors under our Director Compensation Policy, which were granted on the date of our 2025 Annual Meeting of Stockholders, other than the grant made to Mr. Arora, which was made on June 18, 2025. | | (4) The amounts reflect the grant date fair value of RSUs, calculated in accordance with FASB ASC Topic 718 based on the market price of the shares subject to the award on the date of grant. Because our Director Compensation Policy and RSU Conversion and Deferral Program provide that the grant value (or prorated grant value for non-employee directors joining our Board after the beginning of the year) of the RSU grants made to our non-employee directors are converted into the number of shares underlying the award based on the average daily closing price per share of our common stock in the month prior to the grant date ($73.32 during April 2025 for all non-employee directors other than Mr. Arora and $87.23 during May 2025 for Mr. Arora), the dollar amounts reported above will not match the dollar amounts identified pursuant to our Director Compensation Policy, including with regard to all or a portion of any cash retainer paid in the form of RSUs pursuant to the RSU Conversion and Deferral Program. All or a portion of the stock awards may have been deferred based on the non-employee director’s compensation election under our RSU Conversion and Deferral Program for Directors. As of December 31, 2025, our non-employee directors held the following RSUs: |

  60. Uber Payments BV Board Membership - Mr. Wynaendts

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  61. Uber Payments BV Board Membership - Mr. Wynaendts

    | (5) Mr. Arora joined the Board on May 31, 2025 and received a prorated cash retainer reflecting his actual period of service on the Board for the year. Mr. Arora also received a prorated Annual RSU Grant, reflecting his actual period of service on the Board for the year. | | (6) Mr. Arora, Ms. Burns, and Messrs. Thain and Trujillo elected to receive all of the cash retainer fees due to them for their 2025 service on the Board and committees in vested RSUs pursuant to our RSU Conversion and Deferral Program for Directors. These RSUs are granted on a quarterly basis, are fully vested at the time of grant, and settle in accordance with their election pursuant to our RSU Conversion and Deferral Program for Directors. | | (7) Amount reflects the prorated cash amount earned and paid prior to Mr. Arora making his election under the RSU Conversion and Deferral Program for Directors to convert all cash compensation into vested RSUs. | | (8) Includes, for Ms. Burns and Mr. Thain, the RSU grants made pursuant to their elections under our RSU Conversion and Deferral Program for Directors with respect to their service on the Board and committees in the fourth quarter of 2024, as such grants were made in January 2025, through the third quarter of 2025. Includes, for Mr. Trujillo, the RSU grants made pursuant to his elections under our RSU Conversion and Deferral Program for Directors with respect to his service on the Board and committees in the first quarter of 2025 through the third quarter of 2025. Includes, for Mr. Arora, the RSU grants made pursuant to his elections under our RSU Conversion and Deferral Program for Directors with respect to his service on the Board and committees in the second quarter of 2025, prorated based on the date he joined the Board, through the third quarter of 2025. This column does not reflect RSU grants to Ms. Burns and Messrs. Arora, Thain, and Trujillo that were made pursuant to their elections under our RSU Conversion and Deferral Program for Directors for their service on the Board and committees in the fourth quarter of 2025, as such grants were made in January 2026. The grant date fair value of each such RSU grant, calculated in accordance with FASB ASC Topic 718 and based on the market price of the shares subject to the award on the date of grant, was $24,094 for Ms. Burns, $22,812 for Mr. Arora, $25,376 for Mr. Thain, and $22,812 for Mr. Trujillo. | | (9) As Ms. Martello transitioned off of our Board following the 2025 Annual Meeting of Stockholders, she received a prorated cash retainer reflecting her actual period of service on our Board in 2025. She did not receive a 2025 Annual RSU Grant. | | (10) Mr. Wynaendts received €100,000 directly from Uber Payments BV, a subsidiary located in the Netherlands, for his service on the Supervisory Board, including service as the Chair of Uber Payments BV. We include Mr. Wynaendts’ compensation for his Supervisory Board role in the Director Compensation table because Item 402(k)(2)(vii)(F) of Regulation S-K requires disclosure of all “consulting fees earned from, or paid or payable by Uber and/or its subsidiaries.” Even though such payment is not in consideration of, or due to, Mr. Wynaendts’ service on the Uber Board of Directors, we include it because Uber Payments BV is a subsidiary of Uber and his Supervisory Board service fees may be considered “consulting fees” in accordance with such regulation. Pursuant to such SEC requirements, we have presented Mr. Wynaendts’ compensation for this separate role at Uber Payments BV along with $427,457 in compensation approved by the Compensation Committee and paid directly by Uber for his service as a member of the Board pursuant to our Director Compensation Policy. The Compensation Committee does not determine the compensation that Mr. Wynaendts receives for his service on the Supervisory Board of Uber Payments BV. For a description of Mr. Wynaendts’ role and compensation at Uber Payments BV, please see the section “Uber Payments BV Board Membership - Mr. Wynaendts” above. For purposes of this disclosure, we converted Mr. Wynaendts’ compensation received from Uber Payments BV from euros to U.S. dollars using the December 2025 month-end exchange rate, which was 1.177163037. |

  62. Uber Payments BV Board Membership - Mr. Wynaendts

    | 38 | | 2026 Proxy Statement |

  63. Uber Payments BV Board Membership - Mr. Wynaendts

    | Compensation Discussion & Analysis | Compensation Tables | Stock Ownership Information | Audit Matters | Additional Information |

  64. Uber Payments BV Board Membership - Mr. Wynaendts

    Executive Officers

  65. Uber Payments BV Board Membership - Mr. Wynaendts

    | | | | | | | | Dara Khosrowshahi, 56 Chief Executive Officer and Director | Andrew Macdonald, 41 President and Chief Operating Officer | Balaji Krishnamurthy, 41 Chief Financial Officer | Jill Hazelbaker, 44 Chief Marketing Officer and Senior Vice President, Public Affairs | Nikki Krishnamurthy, 54 Senior Vice President and Chief People Office | Tony West, 60 Senior Vice President, Chief Legal Officer and Corporate Secretary |

  66. Uber Payments BV Board Membership - Mr. Wynaendts

    Dara Khosrowshahi. See “Director Nominees” on page 22. Andrew Macdonald. Mr. Macdonald has served as our President and Chief Operating Officer since June 2025. Mr. Macdonald previously served as our Senior Vice President, Head of Global Mobility from June 2019 to June 2025, and held various general management and regional leadership roles at Uber from 2012 to 2019. Prior to joining Uber, Mr. Macdonald was a consultant at Bain & Company from 2007 to 2010 and later co-founded multiple early-stage private companies. Mr. Macdonald has served as a member of the board of Neutron Holdings, Inc. (Lime) since June 2022 and as a member of the board of Maple Leaf Foods Inc. since May 2023. Balaji Krishnamurthy. Mr. Krishnamurthy has served as our Chief Financial Officer since February 2026. Mr. Krishnamurthy previously served as our Vice President, Strategic Finance from September 2023 to February 2026, our Senior Director, Strategic Finance from March 2023 to September 2023, and our Head of Investor Relations from December 2020 to March 2023. Prior to joining Uber, Mr. Krishnamurthy was Vice President of Equity Research, US Hardware and Communications Technology at Goldman Sachs, from 2011 to 2019. Jill Hazelbaker. Ms. Hazelbaker has served as our Chief Marketing Officer and Senior Vice President, Public Affairs (formerly Senior Vice President, Marketing and Public Affairs) since June 2019. She was Senior Vice President, Communications and Public Policy from 2017 to 2019. From 2015 to 2017, Ms. Hazelbaker served as our Vice President, Communications and Public Policy. Prior to joining Uber, Ms. Hazelbaker was Vice President, Communications and Public Policy of Snap Inc., a social media company, from October 2014 to October 2015. From January 2010 until October 2014, Ms. Hazelbaker held senior communications and public policy roles at Google. Prior to joining Google, Ms. Hazelbaker served as Press Secretary to Mayor Michael Bloomberg’s re-election campaign in New York City in 2009 and as the Communications Director for Senator John McCain’s U.S. presidential campaign from 2007 to 2008. Nikki Krishnamurthy. Ms. Krishnamurthy has served as our Chief People Officer since October 2018. Prior to joining Uber, Ms. Krishnamurthy served as Chief People Officer of Expedia from 2016 to 2018. From 2013 to 2016, Ms. Krishnamurthy was Vice President of Expedia Local Expert, a branch of Expedia that provides online concierge services, and prior to that, she held the role of Vice President of Human Resources for Expedia from 2009 to 2013. Previously, Ms. Krishnamurthy was Principal HR Consultant for Washington Mutual Card Services from September 2007 to September 2009. Tony West. Mr. West has served as our Senior Vice President, Chief Legal Officer and Corporate Secretary since November 2017. Prior to joining Uber, Mr. West was Executive Vice President, Government Affairs, General Counsel and Corporate Secretary from 2014 to 2017 at PepsiCo Inc., a food and beverage company. Prior to joining PepsiCo, Mr. West served as the 17th Associate Attorney General of the United States from 2012 to 2014, after previously serving as the Assistant Attorney General for the Civil Division in the U.S. Department of Justice from 2009 to 2012. From 2001 to 2009, Mr. West was a partner at Morrison & Foerster LLP. He also served as Special Assistant Attorney General at the California Department of Justice from 1999 to 2001 and, prior to that, as an Assistant United States Attorney in the Northern District of California. Mr. West has served as a member of the board of BXP since May 2023, where he serves on the compensation committee.

  67. Uber Payments BV Board Membership - Mr. Wynaendts

    | 2026 Proxy Statement | | 39 |

  68. Uber Payments BV Board Membership - Mr. Wynaendts

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  69. Vote Required & Recommendation of the Board

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  70. Key 2025 Business Highlights

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  71. Response to Say-on-Pay in 2025

    | What We Heard | How We Responded | | Financial Metrics Consider including alternative metrics related to profitability in our compensation program. | Added a Non-GAAP Earnings per Share metric to our short-term incentive plan and added a Non-GAAP Operating Income growth metric to our long-term incentive plan. See below for a discussion of these and other changes to our 2026 compensation program. | | Equity Plan Evergreen Consider not using the evergreen feature of our equity incentive plan. | Declined to utilize the evergreen feature of our equity incentive plan and waived the automatic share increase, partially in response to investor feedback and due to our efficient share utilization management. | | Disclosure of Compensation Program Provide high-quality and transparent disclosures of performance metrics and results, and how stockholder perspectives are incorporated. | Previewed our 2026 compensation program in an effort to provide responsive disclosure to stockholder feedback, while continuing to streamline the discussion of our performance metrics and results in a way that is clear, concise, and easy to understand. | | Performance Goals Make sure incentive plan goals are aligned with and/or exceed stockholder expectations. | Continued to take stockholder growth expectations into consideration when developing our short-term and long-term incentive program goals. See below for a discussion of changes we are implementing in our 2026 performance goals based partially on stockholder feedback and expectations. |

  72. Response to Say-on-Pay in 2025

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  73. Response to Say-on-Pay in 2025

    | ● | Commitment to growth and profitability. Beginning in 2026, we will include Non-GAAP Earnings Per Share (EPS) as a metric in our short-term incentive program, replacing Adjusted EBITDA and Adjusted EBITDA less SBC. Financial metrics account for 60% of our annual incentive opportunity, now split evenly between Non-GAAP EPS and Gross Bookings at 30% each. In our long-term incentive program, we replaced Adjusted EBITDA Margin with Non-GAAP Operating Income growth, which represents 45% of the performance-based long-term incentive opportunity, joining Gross Bookings growth which represents an additional 45%, resulting in 90% of our 2026 PRSUs being subject to financial metrics measured over three years. Together, these changes underscore our commitment to driving sustainable profitability and aligning executive incentives with disciplined financial performance. | | ● | Moving to three-year goals across all PRSU metrics. In order to focus on sustained, long-term growth, we eliminated the annual Adjusted EBITDA Margin metric from our PRSU program and replaced it with a three-year Non-GAAP Operating Income growth metric. This change enables us to establish all long-term performance targets at the outset of the three-year performance period instead of annual goals each year, and reinforces a sustained, multi-year focus on financial results. | | ● | Efficient share utilization and declining to use the evergreen feature. When we became public in 2019, our equity incentive plan included an evergreen feature - a provision typical for young public companies. Historically, we have utilized that feature and automatically replenished our equity plan share reserves annually. However, in 2025, partially in response to stockholder feedback and our efficient share utilization management, we declined to utilize the evergreen feature for the 2026 fiscal year. At this time, we do not intend to utilize the evergreen feature in future years. | | ● | Simplification of our long-term incentive program. Starting in 2026, our PRSUs will only be subject to three distinct performance metrics and an overall relative total stockholder return (TSR) modifier, significantly reducing the complexity of our long-term incentive program. As a result, 90% of our 2026 PRSUs will be tied to financial performance, reflecting our emphasis on measurable financial outcomes as the primary driver of long-term value creation. | | ● | Continued focus on safety and AVs. We remain invested in the prioritization of safety and transparency and fulfilling our AV commitments in 2026. As such, the 10% of our 2026 PRSUs not tied to financial performance will be awarded based on the achievement of predetermined safety improvement goals. Furthermore, our Annual Cash Bonus Plan includes Company-wide and, for certain of our executives, individual goals related to the expansion of our AV platform and market presence. | | ● | No overlapping goals. Our short-term and long-term incentive programs do not include overlapping performance metrics. Beginning in 2026, we have revised the financial metrics used in both programs (Non-GAAP EPS and Non-GAAP Operating Income growth in our short-term and long-term incentive plans, respectively) to better align with how we evaluate operational performance and long-term success, and to ensure there are no overlapping performance goals. | | ● | Equity mix. In 2026, at least 75% of the equity awards granted to our CEO, CFO, and COO, including both stock option awards and PRSU awards, will be subject to the achievement of performance and TSR goals. Our CEO will continue to receive annual equity awards consisting of 55% PRSUs, with the remaining target annual equity opportunity split evenly between RSUs and stock option awards. The equity award for both our CFO and COO will consist of 50% PRSUs, 25% RSUs, and 25% stock option awards. |

  74. Response to Say-on-Pay in 2025

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  75. Response to Say-on-Pay in 2025

    | What We Do | | | | Actively solicit stockholder feedback on our compensation program and potential enhancements through a robust year-round stockholder engagement program | | | Design our executive compensation program such that a significant portion of compensation is at risk based on the achievement of measures we believe drive the creation of long-term stockholder value | | | Maintain stock ownership guidelines for our executive officers and directors, including a rigorous 10x base salary requirement for our CEO, and stock retention guidelines | | | Ensure executive accountability through a robust clawback policy applicable to certain cash and equity compensation awarded to our executive officers, exceeding what the SEC and NYSE require | | | Retain an independent compensation consultant | | | Review our peer group on an annual basis | | | Conduct an annual compensation risk assessment to evaluate both cash and equity incentive plans across executive and non-executive employee populations | | | Cap our Annual Cash Bonus Plan overall payout at 200% and our PRSUs’ overall payout at 150% | | | Cap our PRSUs’ relative TSR modifier at target if our absolute TSR is negative so that there is no upward modification | | | Maintain threshold levels of performance for metrics in both our Annual Cash Bonus Plan and our PRSUs that, if not achieved, result in a 0% payout for that metric |

  76. Compensation Setting Process

    | | | | | Establish Target Compensation & Goals The Compensation Committee considers the following: ● Competitive data and peer group practices ● Governance and compensation trends ● Views of our stockholders ● Short- and long-term business strategy and priorities ● Compensation consultant recommendations ● CEO recommendations (excluding for himself) | Review & Assess The Compensation Committee reviews the following periodically throughout year: ● Business performance against targets ● Market, governance, and compensation trends | Evaluate & Recommend The Compensation Committee considers the following when determining compensation outcomes: ● Overall Company performance, relative performance against our peers, and market trends ● Performance against predetermined Company goals and their formulaic payout ● Performance against predetermined strategic, operational, and individual goals |

  77. Compensation Setting Process

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  78. Use of Peer Group

    Use of Peer Group The Compensation Committee regularly, and at least annually, reviews the appropriateness of the peer group used for purposes of evaluating named executive officer compensation. For our 2025 compensation program, as part of our standard peer group review cycle, and considering input from our compensation consultants, the Compensation Committee analyzed our peer group and believed the group accurately reflected our peer companies and that no changes were necessary. While we acknowledge that our peer group contains certain companies that are significantly larger, we consistently compete with those companies for talent and the Compensation Committee believes it is important to be aware of pay levels at our most competitive talent destinations and sources. We continue to believe our peer group is appropriate as the companies we include are technology and consumer-facing companies that are appropriately sized and are business and talent competitors. In developing the peer group, the Compensation Committee considered a variety of factors, including:

  79. Use of Peer Group

    | ● | Business dynamics: Our peer group includes other U.S.-based publicly traded companies in related industries and prioritizes companies that share similar business dynamics with us. The Compensation Committee reviewed companies from a wide range of industries, including other technology platforms, software, logistics, travel, and transportation. | | ● | Talent flows: We are always competing for the best talent with other technology companies and the broader market. A primary factor considered by the Compensation Committee was our actual experience in the talent market for executive officers. Historically, more than approximately one-third of executives and senior management have come directly from or have been previously employed by companies in our peer group. | | ● | Size & scale: Our peer group represents a portfolio of companies, some of which are much smaller than Uber and some much larger, but generally reflects companies with which we aggressively compete for talent. When reviewed and approved by the Compensation Committee for our 2025 compensation program, Uber’s gross profit and market capitalization were positioned at approximately the median of the resulting peer group as of July 2024 and revenue was near the 75th percentile. |

  80. Use of Peer Group

    The following companies represent the peer group we used in evaluating the competitiveness and appropriateness of our 2025 compensation program:

  81. 2025 Peer Group

    2025 Peer Group

  82. 2025 Peer Group

    | ● Adobe | ● eBay | ● PayPal Holdings | | ● Airbnb | ● Expedia Group | ● Salesforce | | ● Alphabet | ● Intuit | ● Spotify Technology | | ● Amazon.com | ● Lyft | ● Tesla | | ● Block | ● Meta Platforms | ● Visa | | ● Booking Holdings | ● Netflix | | | ● DoorDash | ● Oracle | |

  83. 2025 Peer Group

    While the Compensation Committee considers peer data to be a helpful reference in assessing the competitiveness and appropriateness of our executive compensation program, the Compensation Committee applies its own business judgment and experience to determine individual compensation and does not set or target the compensation of our executives at specific levels or within specified percentile ranges relative to peer company pay levels. Our Compensation Committee will continue to work with our CEO and our compensation consultants to position pay based on a variety of factors, including market data for executive compensation drawn from our peer group. The Compensation Committee supplements the peer group analysis, as a touchstone and without specifically benchmarking to any given level, compensation data of broader technology and consumer companies to better understand our competitive positioning on a more expansive basis.

  84. 2025 Peer Group

    | 50 | | 2026 Proxy Statement |

  85. 2025 Peer Group

    | Compensation Discussion & Analysis | Compensation Tables | Stock Ownership Information | Audit Matters | Additional Information |

  86. 2025 Peer Group

    2025 Executive Compensation Program Key Components Our 2025 compensation program consists of the following components: base salaries, annual cash incentives, and long-term equity incentives in the form of RSUs, PRSUs, and, for Messrs. Khosrowshahi, Mahendra-Rajah, and Macdonald, stock options. We also provide certain other benefits, as described under the heading “Other Benefits.” In order to promote long-term stockholder value creation and link compensation to the key drivers of our business, our primary focus is on the long-term elements of target total direct compensation. Under our executive compensation program, 96% of Mr. Khosrowshahi’s 2025 target total direct compensation was variable and at risk, and on average, 93% was variable and at risk for our other NEOs.

  87. 2025 Peer Group

    | CEO Target Compensation | Other NEO Average Target Compensation | | | |

  88. 2025 Peer Group

    A summary of our annual key pay elements and the rationale for each element is set forth in the following table:

  89. 2025 Peer Group

    | Compensation Type | Objectives & Determination Factors | | Base Salary | ● Based on each executive’s skills, experience, and performance, value in the marketplace, criticality of the role, and internal pay equity ● Provides fixed source of compensation for day-to-day responsibilities | | Annual Cash Bonus | ● Drives achievement of key corporate performance goals, both financial and strategic ● Target award amounts based on competitive marketplace, internal pay equity, and level of experience ● Actual award payouts based on individual and Company performance | | Annual Long-Term Equity Incentives ● PRSUs ● RSUs ● Stock options (CEO, CFO, COO only) | ● PRSUs are designed to encourage our executives to achieve strong goals in key performance metrics selected to drive long-term performance and stockholder value creation ● RSUs, PRSUs, and stock options encourage equity ownership and executive retention, reinforce the need for long-term sustained financial performance, and align the interests of executives and stockholders ● Equity award size is based on the competitive marketplace, criticality of the role to key performance objectives, internal pay equity, and performance of the executive |

  90. 2025 Peer Group

    | 2026 Proxy Statement | | 51 |

  91. 2025 Peer Group

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  92. Base Salary

    | (1) At the beginning of 2025, we evaluated Mr. Khosrowshahi’s base salary and, based on our review of competitive market data, determined it was appropriate to increase his base salary by 10% as he had not received an increase in his base salary since joining Uber in 2017. | | (2) Reflects Mr. Macdonald’s base salary following his promotion, effective June 2, 2025. | | (3) Mr. Macdonald was appointed as President & Chief Operating Officer effective June 2, 2025. Prior to that date, he was Senior Vice President, Mobility & Business Operations, and not an NEO. |

  93. Annual Cash Bonus

    Annual Cash Bonus Our Annual Cash Bonus Plan creates a direct relationship between the cash bonus amounts received by our NEOs and key business performance metrics of the Company, which align with the interests of our stockholders. Each year, the Compensation Committee establishes a target bonus amount for each NEO, displayed below as a percentage of base salary. The actual bonuses earned by each NEO are conditioned upon the achievement of certain Company-wide performance goals established by the Compensation Committee, including financial, strategic, and operational goals, as well as the achievement of individual performance goals, which are unique to each NEO. Following the close of the fiscal year, the Compensation Committee conducts a comprehensive review of the results of the Company-wide performance goals and each NEO’s individual performance to measure the level of attainment, and determines the bonus payout earned by each NEO. The table below details the target annual cash bonus opportunity for each NEO for 2025:

  94. Annual Cash Bonus

    | Name | 2025 Target Bonus | 2025 Target Bonus as a % of Base Salary | 2024 Target Bonus as a % of Base Salary | % Change from 2024 as a % of Base Salary | | Dara Khosrowshahi | $2,200,000 | 200% | 200% | 0% | | Prashanth Mahendra-Rajah | $800,000 | 100% | 100% | 0% | | Jill Hazelbaker | $800,000 | 100% | 100% | 0% | | Andrew Macdonald | $883,050(1) | 100% | –(2) | –(2) | | Tony West | $1,600,000 | 200% | 200% | 0% |

  95. Annual Cash Bonus

    | (1) Mr. Macdonald’s 2025 target bonus is the sum of (i) his target bonus of CAD 1,175,000 pro-rated for the period commencing on January 1, 2025, and ending on June 1, 2025, and converted into USD based on the December 2025 month-end CAD/USD exchange rate of 1.3674 ($357,843) and (ii) his target bonus of $900,000 pro-rated for the period beginning on June 2, 2025, and ending on December 31, 2025 ($525,205), rounded up. | | (2) Mr. Macdonald was appointed as President & Chief Operating Officer effective June 2, 2025. Prior to that date, he was Senior Vice President, Mobility & Business Operations, and not an NEO. |

  96. Annual Cash Bonus

    | 52 | | 2026 Proxy Statement |

  97. Annual Cash Bonus

    | Compensation Discussion & Analysis | Compensation Tables | Stock Ownership Information | Audit Matters | Additional Information |

  98. 2025 Annual Cash Bonus Plan Goals

    2025 Annual Cash Bonus Plan Goals In 2025, our Annual Cash Bonus Plan had two components: (i) the “Company Goals” component and (ii) the “Individual Modifier" component. The Company Goals portion applied to all of our NEOs and consisted of three equally weighted financial goals (60% of our annual cash bonus), and five equally weighted key strategic and operational priorities (40% of our annual cash bonus). These Company Goals, including the applicable metrics, thresholds, targets, and maximums, are established at the beginning of the year by the Compensation Committee. The Compensation Committee generally takes stockholder growth expectations into consideration when developing the applicable metrics, thresholds, targets, and maximums. The “Individual Modifier” can increase or decrease the bonus payable to each NEO by 50% - 150%, based on individual performance, with a maximum bonus payable to each NEO capped at 200% of target. The Individual Modifier is determined by the Compensation Committee based on each NEO’s individual performance measured against their respective individual performance goals set by the Compensation Committee at the beginning of the year. The Compensation Committee believes the inclusion of the Individual Modifier in our Annual Cash Bonus Plan provides a structure that allows for the recognition of individual achievement, while also holding each NEO accountable for their personal performance. A discussion of the application of the Individual Modifier to our NEOs in 2025 can be found below. An overview of the components of our 2025 Annual Cash Bonus Plan can be found below:

  99. Maximum overall payout is capped at 200% of target bonus

    Maximum overall payout is capped at 200% of target bonus

  100. 2025 Annual Cash Bonus Plan Achievement - Company Goals

    2025 Annual Cash Bonus Plan Achievement - Company Goals In 2025, we included three equally weighted metrics in our financial goals: Gross Bookings, Adjusted EBITDA, and Adjusted EBITDA less SBC. These financial goals accounted for 60% of the annual cash bonus. Additionally, at the beginning of 2025, the Compensation Committee established five key strategic and operational priorities that we believe further our long-term strategy and align with our goals as a Company. These strategic and operational priorities were a mix of quantitative metrics based on objective criteria and were each equally weighted (i.e., 8% each) in the bonus formula, accounting for 40% of the annual cash bonus. The charts below summarize each component of the Company goals for our 2025 Annual Cash Bonus Plan and the level of achievement assigned to each component by the Compensation Committee. A summary of achievement of the Company goals for our 2025 Annual Cash Bonus Plan is immediately below, and a detailed discussion of the results follows.

  101. 2025 Annual Cash Bonus Plan Achievement - Company Goals

    | 2026 Proxy Statement | | 53 |

  102. 2025 Annual Cash Bonus Plan Achievement - Company Goals

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  103. Summary of 2025 Bonus Achievement - Company Goals

    Summary of 2025 Bonus Achievement - Company Goals

  104. Discussion of 2025 Bonus Achievement - Company Goals

    Discussion of 2025 Bonus Achievement - Company Goals Performance against each of the financial goals and the strategic and operational priorities was evaluated by our Compensation Committee at the end of 2025, with such assessment described below:

  105. Discussion of 2025 Bonus Achievement - Company Goals

    | (1) Category position is based on internal estimates based on our billings and estimated billings of other rideshare platforms and/or food delivery platforms as of the last week of the applicable period. Billings represent the sum of the amounts billed to the consumer, as listed on the receipt after discounts and credits. |

  106. Discussion of 2025 Bonus Achievement - Company Goals

    | 54 | | 2026 Proxy Statement |

  107. Discussion of 2025 Bonus Achievement - Company Goals

    | Compensation Discussion & Analysis | Compensation Tables | Stock Ownership Information | Audit Matters | Additional Information |

  108. 2025 Annual Cash Bonus Plan Achievement - Individual Modifier

    2025 Annual Cash Bonus Plan Achievement - Individual Modifier The Annual Cash Bonus Plan includes an Individual Modifier that can increase or decrease the bonus payable to each NEO by 50% - 150%, with a maximum bonus payable to each NEO capped at 200% of target. The utilization of the Individual Modifier is determined by the Compensation Committee based on each NEO’s individual performance measured against individualized performance goals established at the beginning of the year by the Compensation Committee. The Compensation Committee established strategic and functional goals for each of our NEOs at the beginning of 2025. In reviewing each NEO’s level of achievement against their individual goals, the Compensation Committee determined that each NEO achieved target levels of performance (i.e., 100%) and the Individual Modifier would not be utilized to increase or decrease the bonuses payable to each NEO, other than for Ms. Hazelbaker. For Ms. Hazelbaker, the Compensation Committee utilized the Individual Modifier at 150% for significantly exceeding the targets set for her individual performance goals due to her extraordinary work on our insurance reform strategy, a discussion of which is below. The table below summarizes the results assessed by the Compensation Committee of each NEO’s performance against their strategic and functional goals for 2025.

  109. 2025 Annual Cash Bonus Plan Achievement - Individual Modifier

    | Dara Khosrowshahi |

  110. 2025 Annual Cash Bonus Plan Achievement - Individual Modifier

    | ● | Drive platform engagement. Achieved significant growth across all regions supported by Uber One membership, which was up 55% year-over-year, ending 2025 with 46 million members globally, contributing to cross-platform engagement and multi-product usage, resulting in 40% of consumers using more than one Uber product in Q4. | | ● | Grow autonomous vehicle program. Advanced our AV platform through the launch of our partnership with Waymo in Austin and Atlanta, partnering with more than 25 companies globally to strengthen our AV presence across Mobility, Delivery, and Freight, and expanding our partnership with NVIDIA to take a pivotal step in scaling global autonomy and driving meaningful advances for our AV partner ecosystem. | | ● | Grow non-core Gross Bookings. Achieved strong growth in our non-core Mobility offerings by expanding our product portfolio beyond UberX, including our two- and three-wheel offerings in Moto and our Uber Black offering, both up approximately 40% year-over-year, and by scaling Grocery & Retail, adding marquee partners in key retail categories, and exceeding $12 billion in annualized Gross Bookings. | | ● | Magical user experience. Delivered significant growth in MAPCs in both Mobility and Delivery, ending the year with 202 million MAPCs, our largest and most engaged consumer base ever, with Mobility MAPCs exceeding 150 million consumers for the first time ever in Q3, and Delivery gains driven by improvements to the consumer experience and strong contribution from our Grocery & Retail business. |

  111. 2025 Annual Cash Bonus Plan Achievement - Individual Modifier

    | Prashanth Mahendra-Rajah |

  112. 2025 Annual Cash Bonus Plan Achievement - Individual Modifier

    | ● | Deliver on cost savings and efficiency. Improved Non-GAAP operating costs, with a reduction from 6.5% of Gross Bookings in Q4 2024 to 6.2% of Gross Bookings in Q4 2025, driven primarily by leverage on Operations & Support, Sales & Marketing, and General & Administrative costs. | | ● | Execute on capital allocation framework. Completed Uber’s inaugural $7 billion share repurchase, while securing a new $20 billion authorization, demonstrating our commitment to consistently return cash to stockholders, and strengthened Uber’s balance sheet and capital returns by achieving BBB-level ratings. | | ● | Insurance savings. Achieved significant long-term cumulative annualized actuarial savings, exceeding targets, through process improvements, including Driving Insights, Advantage Mode, and operations, safety, and tech collaboration, commercialization efforts, and supporting advocacy efforts in insurance reform. | | ● | Manage enterprise risk. Embedded enterprise risk management strategies into core decision-making at the executive and senior leadership levels, drove strong cross-functional accountability, integrated mitigation plans into business reviews, and provided quarterly top-risk oversight to the Audit Committee. |

  113. 2025 Annual Cash Bonus Plan Achievement - Individual Modifier

    | 2026 Proxy Statement | | 55 |

  114. 2025 Annual Cash Bonus Plan Achievement - Individual Modifier

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  115. 2025 Annual Cash Bonus Plan Achievement - Individual Modifier

    | Jill Hazelbaker |

  116. 2025 Annual Cash Bonus Plan Achievement - Individual Modifier

    | ● | Drive new user growth and increased engagement. Achieved substantial growth through co-marketing impact, stronger value messaging, and scaling customer relationship management campaigns through automation, resulting in the addition of more consumers in Q4 than any other quarter since the post-COVID recovery, an increase in Uber One membership (up 55% year-over-year), growth in Grocery & Retail through Merchant forward marketing, and Trip growth due to expanded awareness of our product portfolio beyond UberX with taxis on the platform in over 500 cities, Uber’s presence at airports, and Moto availability. | | ● | Effectively and efficiently drive growth and trust & reputation. Delivered significant lift in awareness, demand, and favorability in both Mobility and Delivery through the launch of multiple strategic campaigns and partnerships, including through our Uber One campaign with Brian Cox, resulting in Uber’s first-ever Emmy win, and Uber’s “On Our Way” campaign, which increased favorability across all top Mobility markets and contributed to strong awareness of Uber One, now live in 47 countries. | | ● | Progress on insurance reform strategy. Generated hundreds of millions of dollars in annualized savings due to substantial advancements in insurance reform by working with policymakers to deliver pragmatic results that benefit consumers and Drivers alike, including the passage of SB 371 in California, a landmark compromise which lowers excessive government-mandated insurance costs for Drivers while preserving the strong protection consumers and Drivers rely on, and through tort reform efforts at the state-level to combat legal system abuse, including the passage of two bills in Georgia, aimed at limiting damages in lawsuits and reducing insurance premiums. Led advocacy efforts at the federal level to strengthen long-term reform, and in other states for legislation that keep trips covered without compromising rideshare affordability and increases the portion of fares retained by Drivers. |

  117. 2025 Annual Cash Bonus Plan Achievement - Individual Modifier

    | Andrew Macdonald |

  118. 2025 Annual Cash Bonus Plan Achievement - Individual Modifier

    | ● | Grow autonomous vehicle program. Advanced our AV platform through the launch of our partnership with Waymo in Austin and Atlanta, partnering with more than 25 companies globally to strengthen our AV presence across Mobility, Delivery, and Freight, and expanding our partnership with NVIDIA to take a pivotal step in scaling global autonomy and driving meaningful advances for our AV partner ecosystem. | | ● | Grow Grocery & Retail and Direct Gross Bookings. Delivered strong year-over-year growth in Grocery & Retail, exceeding $12 billion in annualized Gross Bookings, fueled by strong retail moments, including our biggest Black Friday ever, with U.S. retail Gross Bookings up approximately 300% year-over-year that weekend, and deepening Merchant relationships through Uber Direct with the addition of marquee partners. | | ● | Insurance savings. Achieved significant long-term cumulative annualized actuarial savings, exceeding targets, through process improvements, including Driving Insights, Advantage Mode, and operations, safety, and tech collaboration, commercialization efforts, and supporting advocacy efforts in insurance reform. | | ● | Multi-product / cross sell. Increased cross-segment multi-product use, resulting in 40% of consumers using more than one Uber product in Q4, driven by a 55% year-over-year increase in Uber One membership and closing out 2025 with 202 million MAPCs. | | ● | Scale Ads. Generated over $2 billion in annualized revenue, up over 50% year-over-year in Q4, with Delivery advertising as a percentage of Delivery Gross Bookings crossing 2%, driven by continued strong adoption of Sponsored Listings and the expansion of Sponsored Items. |

  119. 2025 Annual Cash Bonus Plan Achievement - Individual Modifier

    | Tony West |

  120. 2025 Annual Cash Bonus Plan Achievement - Individual Modifier

    | ● | Continue efforts on legal reform strategy. Engaged globally with regulators to advocate for fairer insurance policies, ensuring flexibility and benefits for Drivers and Couriers, and combatting legal system abuse through tort reform efforts and proactive litigation. | | ● | Insurance savings. Successfully advocated for reform in the U.S., delivering significant excess auto insurance reserve savings, including the passage of bills in Georgia aimed at limiting damages in lawsuits and reducing insurance premiums, and the passage of SB 371 in California, a landmark compromise that lowers excessive government-mandated insurance costs for Drivers while preserving the strong protections consumers and Drivers rely on. | | ● | Manage enterprise risk. Proactively engaged with more than 75 regulators, government stakeholders, and global policymakers across ten countries through meaningful dialogue to deliver pragmatic results benefiting platform users. Drove strong cross-functional accountability, integrated mitigation plans into business reviews, and provided quarterly top-risk oversight to the Audit Committee. |

  121. 2025 Annual Cash Bonus Plan Achievement - Individual Modifier

    | 56 | | 2026 Proxy Statement |

  122. 2025 Annual Cash Bonus Plan Achievement - Individual Modifier

    | Compensation Discussion & Analysis | Compensation Tables | Stock Ownership Information | Audit Matters | Additional Information |

  123. 2025 Annual Cash Bonus Payouts

    2025 Annual Cash Bonus Payouts The Compensation Committee determined that the Company Goals component of the Annual Cash Bonus paid out at 129.03% based on the level of achievement against the Company Goals pre-set at the beginning of 2025 and that the Individual Modifier component of the Annual Cash Bonus Plan would not be utilized to increase or decrease the bonus payable to each NEO, except with respect to Ms. Hazelbaker. The table below sets forth the final bonus payouts for 2025 for each NEO:

  124. 2025 Annual Cash Bonus Payouts

    | Name | Target Incentive | Company Performance % | Individual Performance % | Final Payout % | FY25 Incentive Payout | | Dara Khosrowshahi | $2,200,000 | 129.03% | 100% | 129.03% | $2,838,660 | | Prashanth Mahendra-Rajah | $800,000 | 129.03% | 100% | 129.03% | $1,032,240 | | Jill Hazelbaker | $800,000 | 129.03% | 150% | 193.55% | $1,548,400 | | Andrew Macdonald(1) | $883,050 | 129.03% | 100% | 129.03% | $1,139,399 | | Tony West | $1,600,000 | 129.03% | 100% | 129.03% | $2,064,480 |

  125. 2025 Annual Cash Bonus Payouts

    | (1) Mr. Macdonald’s 2025 target bonus is the sum of (i) his target bonus of CAD 1,175,000 pro-rated for the period commencing on January 1, 2025, and ending on June 1, 2025, and converted into USD based on the December 2025 month-end CAD/USD exchange rate of 1.3674 ($357,843) and (ii) his target bonus of $900,000 pro-rated for the period beginning on June 2, 2025, and ending on December 31, 2025 ($525,205), rounded up. |

  126. 2025 Annual Cash Bonus Payouts

    | 2026 Proxy Statement | | 57 |

  127. 2025 Annual Cash Bonus Payouts

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  128. Annual Long-Term Equity Incentives

    Annual Long-Term Equity Incentives In 2025, we continued to use equity incentives as a key component of our total compensation package for our NEOs. Consistent with our compensation objectives, we believe this approach allows us to attract and retain the highest level of talented and experienced executive officers, aligns our executive officer incentives with the long-term interests of our Company and our stockholders, and ultimately drives long-term stockholder value. Early in the year, the Compensation Committee reviews and approves annual equity awards for our NEOs, and awards are granted in March. In determining the form, size, frequency, and material terms of NEO equity awards, our Compensation Committee customarily considers, among other factors, each executive officer’s role criticality relative to others at our Company and the Company’s major strategic initiatives, Company and individual performance, the equity awards provided to executive officers in similar roles of our peer companies, and the retentive value necessary to retain our executives. Our compensation program is intended to achieve alignment between our long-term strategic goals and our stockholders’ interests, and be grounded in our pay-for-performance philosophy as well as our mission and values. All of our NEOs receive long-term equity-incentive awards in the form of RSUs and PRSUs. Our PRSU program connects our NEO compensation to our long-term financial goals and strategic goals that are critical to our business. Additionally, Messrs. Khosrowshahi, Mahendra-Rajah, and Macdonald receive stock options as part of their annual compensation mix to further align their compensation with long-term increases in stockholder value. We will continue to monitor the equity mix in the future to ensure that it appropriately balances incentives, alignment, and retention.

  129. Annual Long-Term Equity Incentives

    | ● | PRSUs. Performance-based RSUs are critical to our compensation program and are granted to all of our NEOs to drive the achievement of key financial, operational, and strategic objectives, which aligns the interests of our executives and stockholders. Currently, all of our NEOs have received PRSU awards in all three outstanding PRSU award cycles (with the exception of Mr. Mahendra-Rajah, as he did not receive a 2024 PRSU award due to joining the Company in November 2023). At the beginning of each performance period, the Compensation Committee establishes financial and strategic goals with metrics that are 100% quantitative for the PRSU awards. Our 2025 PRSU Awards are subject to the structure described in the “2025 PRSUs” section on page 60. | | ● | RSUs. Time-based RSUs are granted to NEOs to incentivize executives to build value in the Company over time and align equity ownership with our stockholders, while continuing to provide value to our NEOs during periods of market volatility. | | ● | Stock options. In 2025, we granted stock option awards to Messrs. Khosrowshahi, Mahendra-Rajah, and Macdonald as part of their long-term equity compensation. The stock options were included in lieu of a portion of the Time-based RSUs that would otherwise have been granted to Messrs. Khosrowshahi, Mahendra-Rajah, and Macdonald as part of their equity compensation. As a result, the target annual equity opportunity that is subject to total stockholder returns and performance-based achievement through both the stock option awards and our PRSU awards is 77.5% for Mr. Khosrowshahi and 75% for Mr. Mahendra-Rajah. As Mr. Macdonald was promoted to be our COO mid-year, his total long-term equity incentive compensation make-up did not align with that of our other NEOs due to his role at the time annual equity awards were approved by the Compensation Committee. Beginning in 2026, Mr. Macdonald’s annual equity award will consist of 25% stock options, in addition to 25% RSUs and 50% PRSUs. Accordingly, at least 75% of the target annual equity opportunity for our CEO, CFO, and COO will be subject to the achievement of performance-based and TSR goals. |

  130. Annual Long-Term Equity Incentives

    Information regarding prior years’ PRSU grants, RSU grants, and stock option grants made to our NEOs is contained in the table “Outstanding Equity Awards as of December 31, 2025."

  131. 2025 Equity Awards

    2025 Equity Awards As part of the annual equity refresh portion of our compensation program at the beginning of 2025, our Compensation Committee granted all of our NEOs a combination of RSUs, PRSUs, and, in the case of Messrs. Khosrowshahi, Mahendra-Rajah, and Macdonald, stock options.

  132. 2025 Equity Awards

    | 58 | | 2026 Proxy Statement |

  133. 2025 Equity Awards

    | Compensation Discussion & Analysis | Compensation Tables | Stock Ownership Information | Audit Matters | Additional Information |

  134. 2025 Equity Awards

    The following table reflects each NEO’s target annual equity award, broken out by type of award. Amounts below include one-time grants made to Mr. Macdonald in connection with his promotion to President, Chief Operating Officer, consisting of $2,500,000 in RSUs that vest in full on the three-year anniversary of grant and $2,500,000 in performance-based RSUs pursuant to the same terms as our annual PRSUs. The amounts included represent the intended value of the equity grants awarded to our NEOs by the Compensation Committee in 2025:

  135. 2025 Equity Awards

    | Name | Annual PRSUs(1)(2) | Annual RSUs(1)(3) | Annual Stock Options(1)(4) | Total Equity(1) | | Dara Khosrowshahi | $14,850,000 | $6,075,000 | $6,075,000 | $27,000,000 | | Prashanth Mahendra-Rajah | $6,250,000 | $3,125,000 | $3,125,000 | $12,500,000 | | Jill Hazelbaker | $2,666,667 | $5,333,333 | — | $8,000,000 | | Andrew Macdonald(5) | $7,000,000 | $11,500,000 | $2,500,000 | $21,000,000 | | Tony West | $2,333,333 | $4,666,667 | — | $7,000,000 |

  136. 2025 Equity Awards

    | (1) The dollar amounts included in this table represent the intended value of the equity grants and will not match the corresponding amounts in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table or the Grants of Plan-Based Awards Table due to accounting complexities, a discussion of which can be found under the “Variation in Equity Award Value and Enhancements to our Long-term Incentive Plan” heading below. | | (2) The PRSUs vest in full following the end of the three-year performance period on the three-year anniversary of the vesting commencement date, with the number of shares earned determined based on certified, actual performance against pre-established goals, 60% of which are measured at the completion of the three-year period, with the remaining 40% measured based on certain metrics for each year in the three-year period, with 13.3% being measured each year. | | (3) The RSUs vest over four years on a monthly basis for all NEOs other than Mr. Khosrowshahi, whose RSUs vest 25% per year over four years, and the grant of RSUs made to Mr. Macdonald in connection with his promotion to President, Chief Operating Officer, which cliff-vests on the third anniversary of the vesting commencement date. | | (4) Stock options vest 25% per year over four years. | | (5) Amounts include a one-time grant made to Mr. Macdonald on June 4, 2025 in connection with his promotion to President, Chief Operating Officer, as described above. |

  137. 2025 Equity Awards

    | 2025 Equity Awards Component | Dara Khosrowshahi | Prashanth Mahendra-Rajah | Jill Hazelbaker | Andrew Macdonald | Tony West | | PRSUs ● Performance-based equity awards ● Cliff-vest following the completion of a three-year performance period based on actual achievement as certified by the Compensation Committee ● See below for a discussion of our 2025 PRSUs | | | | | | | RSUs ● Time-based equity awards ● For CEO, the 2025 RSUs vest annually over four years ● For all other NEOs, the 2025 RSUs generally vest monthly over four years(1) | | | | | | | Stock Options ● CEO, CFO, and COO only in 2025 ● Vest annually over four years ● Seven-year term | | | | | |

  138. 2025 Equity Awards

    | (1) The grant of RSUs made to Mr. Macdonald in connection with his promotion to President, Chief Operating Officer cliff-vests on the third anniversary of the vesting commencement date. |

  139. 2025 Equity Awards

    | 2026 Proxy Statement | | 59 |

  140. 2025 Equity Awards

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  141. Variation in Equity Award Value and Enhancements to our Long-Term Incentive Plan

    Variation in Equity Award Value and Enhancements to our Long-Term Incentive Plan In 2025, the Compensation Committee conducted a comprehensive review of our long-term incentive program, recognizing the impact of stock price volatility on equity compensation expense and the values that are included in the “Stock Awards” column of our Summary Compensation Table, accounting complexities associated with including annual goals in the structure of our outstanding PRSU grants, and the accounting premiums attributable to the relative TSR (rTSR) modifier feature of our PRSUs. Due to these factors, the reported equity values of our equity awards may shift year-to-year based on share price appreciation (or depreciation) and fair value methodologies rather than a substantial shift in our overall equity compensation philosophy, and these reported values may vary materially from the targeted grant values referenced above. As a result of this review, we once again reaffirmed our value-to-share methodology, which relies on the average stock price from the prior month to determine the number of equity shares granted, as it aligns with market practices among peer companies and the expectation that valuation differences will remain within a reasonable range, both positive and negative. Further, as part of this review, the Compensation Committee approved transitioning all metrics in our PRSU program to three-year goals, implementing this change for our 2026 PRSUs. While this change will eventually reduce volatility in reported equity values by aligning the full accounting expense of our PRSUs with the year they are granted, we expect that in 2026, there will be unintended accounting expense increase reflected in the Summary Compensation Table reported in our 2027 proxy statement due to reporting the full award in that year, in addition to the impacts discussed above due to the structure of our outstanding 2024 PRSUs and 2025 PRSUs.

  142. 2025 PRSUs

    2025 PRSUs In 2025, at least one-third of the annual equity awards made to our NEOs were in the form of PRSUs. Both our CEO and CFO received at least half of their annual equity awards in the form of PRSUs, with our CEO receiving 55% of his annual equity awards in the form of PRSUs. Consistent with prior years, our Compensation Committee established financial and strategic quantitative goals for our 2025 PRSUs at the beginning of the performance period, with vesting to occur at the end of a three-year period, subject to the achievements of the specified pre-established targets. In addition, the 2025 PRSUs were structured similarly to the 2023 and 2024 PRSUs, with 80% of the award based on key financial goals and metrics, 20% of the award based on long-term strategic goals and metrics, and the entire award subject to an rTSR modifier. Finally, in response to feedback received from our stockholders, our long-term strategic goals included electrification goals. The chart below illustrates the overall structure of our PRSU program that has been in place for the past three years; the table that follows it provides a high-level summary of our 2025 PRSU program structure.

  143. 2025 PRSUs: Program Structure

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  144. 2023 PRSUs: Results

    2023 PRSUs: Results Our 2023 PRSUs completed their three-year performance period on December 31, 2025. Below includes a discussion of our levels of achievement against the goals set for our 2023 PRSUs, as well as the final payout of the 2023 PRSU Awards. As previously noted, each individual goal in our long-term incentive program is subject to a 50% threshold level of achievement (in addition to a 150% cap), and, if such threshold is not achieved, payout for the particular goal is 0%. For our 2023 PRSUs, both the 50% threshold and 150% cap impacted the overall level of achievement of our financial and strategic metrics and percentage payout for our 2023 PRSUs (as detailed in the charts below). The Compensation Committee approved the below Adjusted EBITDA Margin targets at the beginning of each fiscal year of the three-year performance period, to be measured on an annual basis, and approved the Gross Bookings Growth target at the beginning of the performance period in 2023. The chart below reflects the actual achievement against the financial targets for the 2023 PRSUs.

  145. 2023 PRSUs: Payouts Including rTSR Modifier

    2023 PRSUs: Payouts Including rTSR Modifier Final results of the 2023 PRSUs, which vested on March 16, 2026 (other than for Mr. Mahendra-Rajah’s 2023 PRSUs, which vest on November 16, 2026), based on actual achievement, as certified by our Compensation Committee, are set forth below. The results disclosed below reflect the level of achievement of the financial and strategic performance metrics, as well as the application of the rTSR modifier. Following the application of the rTSR modifier, the 2023 PRSUs paid out at 144.9%.

  146. 2023 PRSUs: Payouts Including rTSR Modifier

    | Financial & Strategic Measures | Weighting | % Achieved | % Weighted | | Adjusted EBITDA Margin - 2023, 2024, 2025(1) | 40% | 88.9% | 35.5% | | Gross Bookings Growth | 40% | 138.0% | 55.2% | | Diversity, Equity, & Inclusion(2) | 10% | 88.9% | 8.9% | | Safety | 10% | 118.5% | 11.9% | | | Total Financial & Strategic Measures % | | 111.5% | | Relative TSR Modifier | Target | % Achieved | Modifier | | Three-year Rank | 50th percentile | 96th percentile | × 130.0% | | | | | = | | 2023 PRSUs Payout | | | 144.9% |

  147. 2023 PRSUs: Payouts Including rTSR Modifier

    | (1) Adj. EBITDA as a percent of Gross Bookings. | | (2) Level of achievement measured over the two-year period beginning January 1, 2023, and ending on December 31, 2024, as discussed above. |

  148. 2023 PRSUs: Payouts Including rTSR Modifier

    Based on these performance results, final payouts of the 2023 PRSU Awards for the participating NEOs are set forth below.

  149. 2023 PRSUs: Payouts Including rTSR Modifier

    | FY23-FY25 Award | # of PRSUs Granted | # of PRSUs Vested | | Dara Khosrowshahi | 268,480 | 389,041 | | Prashanth Mahendra-Rajah | 90,826 | 131,611 | | Jill Hazelbaker | 61,117 | 88,561 | | Andrew Macdonald | 97,012 | 140,574 | | Tony West | 69,848 | 101,214 |

  150. 2023 PRSUs: Payouts Including rTSR Modifier

    | 2026 Proxy Statement | | 63 |

  151. 2023 PRSUs: Payouts Including rTSR Modifier

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  152. Executive Severance Plan & Employment Agreements

    Executive Severance Plan & Employment Agreements In June 2023, we adopted our Amended and Restated 2019 Executive Severance Plan (Executive Severance Plan). Our Executive Severance Plan is described and quantified under the heading “Potential Payments Upon Termination or Change in Control.” The employment agreements we have entered into with each NEO also serve as participation agreements for our Executive Severance Plan. Each employment agreement generally has no specific term and provides for at-will employment. The employment agreements set forth each NEO’s initial base salary, eligibility to participate in our Annual Cash Bonus Program, certain employee benefits, the terms of certain equity grants, and in the case of our CEO, certain grandfathered severance commitments, as described and quantified under the heading “Potential Payments Upon Termination or Change in Control.”

  153. Clawback Policy

    Clawback Policy As required by the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and NYSE’s adoption of compensation recovery listing standards, our Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers (as such term is defined in Rule 10D-1, for purposes of this section, a “Section 16 officer”) of the Company in the event that the Company is required to prepare an accounting restatement. The recovery of such compensation applies regardless of whether a Section 16 officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. In addition to implementing measures mandated by the SEC, our Clawback Policy provides that our Board may seek to recover equity compensation (including stock options, restricted stock, time-based RSUs, and PRSUs) awarded after March 28, 2019, and cash severance and incentive-based compensation awarded after October 26, 2020, from an executive officer (including senior executives designated by the Board or the Compensation Committee) in connection with a material breach by such executive officer of restrictive covenants in agreements between us and the executive officer, accounting restatements as a result of material non-compliance with any financial reporting requirement, or as a result of the executive officer’s misconduct that harms the business or reputation of the Company.

  154. Tax & Accounting Considerations

    Tax & Accounting Considerations Deductibility of executive compensation. The Compensation Committee is mindful that the Company has net operating loss carryforwards that will defer the impact of any deductions that the Company might lose under Section 162(m) for one or more carryforward years, and believes that we should not be constrained by the requirements of Section 162(m) where those requirements would impair our flexibility in attracting and retaining the highest level of talented and experienced executive officers and in compensating our executive officers in a manner that best promotes our mission and strategic objectives. Taxation of “parachute” payments and deferred compensation. Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control that exceeds certain prescribed limits, and that the Company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also imposes additional significant taxes on the individual in the event that an executive officer, director, or other service provider receives “deferred compensation” that does not meet the requirements of Section

  155. Tax & Accounting Considerations

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  156. Equity Grant & Approval Timing Practices

    Equity Grant & Approval Timing Practices The Company maintains the Equity Grant Award Policy (Equity Policy), which is intended to prevent stock option backdating and other grant timing issues in relation to the release of material, non-public information. Under the Equity Policy, the Compensation Committee approves annual equity awards and other off-cycle equity awards, including in connection with new hires and promotions, to executive officers who are subject to Section 16(a) of the Exchange Act and other senior executives. The Compensation Committee has delegated authority to the Equity Grant Committee, which currently consists of the CEO, to approve equity awards to other employees within certain parameters. Annual equity awards to all employees are generally approved by the Equity Grant Committee or the Compensation Committee, as applicable, in March of each year. Off-cycle equity awards to new hires, employees receiving promotions, and other special circumstances are generally approved on the 16th day of the calendar month or such other date determined by the Equity Grant Committee or the Compensation Committee. For all stock options or stock appreciation rights, the exercise price is the closing price of our common stock on the NYSE on the date of the grant. If the grant date falls on a non-trading day, the exercise price is the closing price of our common stock on the NYSE on the next trading day following the date of grant. No off-cycle stock option awards were granted to NEOs in fiscal year 2025. During fiscal year 2025, we did not grant equity awards to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that disclosed material, non-public information. We did not time the grant of equity awards in anticipation of the release of material, non-public information or time the disclosure of material, non-public information for the purpose of affecting the value of executive compensation for NEO grants in fiscal year 2025.

  157. Equity Grant & Approval Timing Practices

    | 66 | | 2026 Proxy Statement |

  158. Equity Grant & Approval Timing Practices

    | Compensation Discussion & Analysis | Compensation Tables | Stock Ownership Information | Audit Matters | Additional Information |

  159. Equity Grant & Approval Timing Practices

    Compensation Committee Interlocks & Insider Participation None of the directors who are currently or who were members of our Compensation Committee during 2025, are either currently, or have been at any time, one of our officers or employees. None of our executive officers currently serves, or served during 2025, as a member of the Board or Compensation Committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee. See the section titled “Certain Relationships & Related Person Transactions” for information about related party transactions involving members of our Compensation Committee or their affiliates. Compensation Committee Report The Compensation Committee has reviewed and discussed the Compensation Discussion & Analysis contained in this proxy statement with management. Based on its review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion & Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2025. The Compensation Committee Robert Eckert (Chair) Nikesh Arora Amanda Ginsberg Ronald Sugar David Trujillo

  160. Equity Grant & Approval Timing Practices

    | 2026 Proxy Statement | | 67 |

  161. Equity Grant & Approval Timing Practices

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  162. Equity Grant & Approval Timing Practices

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship between the annual total compensation of our median employee and the annual total compensation of our CEO. When determining our median compensated employee, we included annual base salary, target bonus, and target equity levels for our global employee population of 33,354 employees (including subsidiary employees), of which approximately 99% are full-time and 1% are interns and other fixed term employees, other than our CEO, as of November 1, 2025 (Determination Date) in 62 countries. As permitted by SEC rules, we excluded approximately 450 employees who became Uber employees in fiscal 2025 as a result of the DanTaxi, Trendyol Go, and Segments.ai acquisitions closing in May, June, and October, 2025, respectively, as their 2025 compensation does not yet reflect Uber’s compensation philosophy. For purposes of this disclosure, we converted employee compensation from local currency to U.S. dollars using the exchange rate on the Determination Date. For fiscal year 2025, the annual total compensation for the median employee (excluding our CEO) was $98,826 and annual total compensation of our CEO was $35,595,826. Based on this information, for fiscal year 2025, we estimate that the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 360 to 1. The pay ratio described above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC rules for identifying the median employee permit companies to use a wide range of methodologies, assumptions and exclusions. As a result, it may not necessarily be meaningful to compare pay ratios reported by other companies. This information is being provided for compliance purposes. Neither the Compensation Committee nor management of the Company used the foregoing pay ratio measure in making compensation decisions.

  163. Equity Grant & Approval Timing Practices

    | 68 | | 2026 Proxy Statement |

  164. Equity Grant & Approval Timing Practices

    | Compensation Discussion & Analysis | Compensation Tables | Stock Ownership Information | Audit Matters | Additional Information |

  165. Equity Grant & Approval Timing Practices

    Executive Compensation Tables Summary Compensation Table

  166. Equity Grant & Approval Timing Practices

    | Name | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Dara Khosrowshahi | | | | | | | | | | Chief Executive Officer & Director | 2025 | $1,083,333 | — | $23,746,098 | $7,373,189 | $2,838,660 | $554,547(2) | $35,595,826 | | | 2024 | $1,000,000 | — | $26,654,091 | $7,902,378 | $2,878,200 | $973,960 | $39,408,629 | | | 2023 | $1,000,000 | — | $13,721,292 | $6,089,126 | $3,174,800 | $262,990 | $24,248,208 | | Prashanth Mahendra-Rajah | | | | | | | | | | Chief Financial Officer | 2025 | $800,000 | — | $9,420,781 | $3,125,227 | $1,032,240 | $204,257(3) | $14,582,504 | | | 2024 | $800,000 | — | $1,262,104 | — | $1,151,280 | $1,750,296 | $4,963,680 | | | 2023 | $133,333 | $1,000,000 | $9,558,088 | $3,999,988 | $133,699 | $1,870 | $14,826,978 | | Jill Hazelbaker | | | | | | | | | | SVP, Marketing and Public Affairs | 2025 | $800,000 | — | $8,622,981 | — | $1,548,400 | $21,588(4) | $10,992,968 | | | 2024 | $800,000 | — | $10,048,318 | — | $1,151,280 | $14,206 | $12,013,804 | | | 2023 | $800,000 | — | $6,191,829 | — | $1,269,920 | $10,059 | $8,271,808 | | Andrew Macdonald | | | | | | | | | | President and Chief Operating Officer | 2025 | $857,856(5) | — | $19,798,665 | $2,499,872 | $1,139,399 | $1,263,732(6) | $25,559,523 | | Tony West | | | | | | | | | | SVP, Chief Legal Officer & Corporate Secretary | 2025 | $800,000 | — | $7,804,116 | — | $2,064,480 | $11,006(7) | $10,679,602 | | | 2024 | $618,182 | — | $10,298,478 | — | $1,761,521 | $10,188 | $12,688,369 | | | 2023 | $800,000 | — | $7,015,711 | — | $2,539,840 | $9,995 | $10,365,546 |

  167. Equity Grant & Approval Timing Practices

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  168. Equity Grant & Approval Timing Practices

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  169. Equity Grant & Approval Timing Practices

    | (1) The vesting schedule applicable to each award is set forth in the “Outstanding Equity Awards as of December 31, 2025” table. | | (2) There is no overall threshold level of performance applicable to our 2025 Annual Cash Bonus Plan. The Gross Bookings, Adjusted EBITDA, and Adjusted EBITDA less SBC goals of our 2025 Annual Cash Bonus Plan were each subject to a performance threshold level of 50%. | | (3) The reported amounts reflect the grant date fair value of RSUs calculated in accordance with FASB ASC Topic 718. Because the grant date for a performance-based award occurs for accounting purposes when performance targets are approved, and our 2023, 2024, and 2025 PRSU Awards contain performance targets that we approved in 2025, PRSU award values in this column reflect the accounting costs for the 2025 approved performance targets and include (i) for 2023, 13% of the total 2023 PRSUs (i.e., representing the approved target for 2025 Adjusted EBITDA Margin), (ii) for 2024, 13% of the total 2024 PRSUs (i.e., representing the approved target for 2025 Adjusted EBITDA Margin), and (iii) for 2025, 73% of the total 2025 PRSUs (i.e., 13% representing the approved target for 2025 Adjusted EBITDA Margin, 40% representing the target approved for Gross Bookings Growth, and 20% representing the strategic goals, approved for 2025-2027). For more information regarding the accounting for and assumptions we used to calculate the grant date fair values for RSUs and PRSUs, see the headings “Stock-Based Compensation” and “Stock-Based Compensation Expense in Notes 1 and 10, respectively, to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. |

  170. Equity Grant & Approval Timing Practices

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  171. CEO Employment Agreement

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  172. Pay Versus Performance Table

    Pay Versus Performance Table

  173. Pay Versus Performance Table

    | | | Compensation Actually Paid to PEO(2) | | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2) | | Value of Initial Fixed $100 Investment Based On: | | | | | | Year | Summary Compensation Table Total for PEO(1) | | | | | | Total Stockholder Return(4) | Peer Group Total Stockholder Return(4) | Net Income (millions) | | Gross Bookings (millions)(5) | | 2025 | $35,595,826 | | 66,651,137 | $15,453,649 | | 24,947,935 | $160.22 | $258.38 | | 10,053 | $193,454 | | 2024 | $39,408,629 | | 74,251,272 | $9,873,647 | | 11,581,188 | $118.27 | $208.30 | | 9,856 | $162,773 | | 2023 | $24,248,209 | | 109,669,788 | $10,391,600 | | 31,757,380 | $120.73 | $152.48 | | 1,887 | $137,865 | | 2022 | $24,276,977 | ($ | 8,946,037) | $9,583,840 | ($ | 295,737) | $48.49 | $96.60 | ($ | 9,141) | $115,395 | | 2021 | $19,937,818 | | 4,212,154 | $8,227,049 | | 3,380,603 | $82.22 | $134.53 | ($ | 496) | $90,415 |

  174. Pay Versus Performance Table

    | (1) Total compensation reported for Mr. Khosrowshahi for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.” |

  175. Pay Versus Performance Table

    | (2) Reflects the amount of “compensation actually paid” (CAP) as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Khosrowshahi and the non-PEO NEOs during the applicable year. The following amounts were deducted from and added to the Summary Compensation Table totals shown above: |

  176. Pay Versus Performance Table

    | | PEO ($) | | Average Non-PEO NEO ($) | | | Reported Summary Compensation Table | | 35,595,826 | | 15,453,649 | | Reported Grant Date Value of Equity Awards | ($ | 31,119,287) | ($ | 12,817,910) | | Year-End Fair Value of Equity Awards Granted During the Year | | 27,986,653 | | 11,100,614 | | Change in Fair Value as of Year-End for Unvested Equity Awards Granted in Prior Years | | 26,036,095 | | 6,690,638 | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | — | | 1,209,805 | | Change in Fair Value as of Vest Date for Equity Awards Granted in Prior Years that Vested in the Year | | 8,151,849 | | 3,311,138 | | Compensation Actually Paid to PEO | | 66,651,137 | | 24,947,935 |

  177. Pay Versus Performance Table

    | The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the fair value calculations of (i) the unvested stock options used an estimated term between 1.0 years and 4.2 years in 2025, as compared to an estimated term of 4.8 years used to calculate the grant date fair value of such awards, and (ii) the PRSUs assumed payout multipliers at current expectations, which range from 0% to 150% across different grant years and metrics, in each case as compared to the grant date fair value calculations which assumed a payout at target. |

  178. Pay Versus Performance Table

    | (3) Represents the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Khosrowshahi, who has served as our CEO since 2017) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Jill Hazelbaker, Andrew Macdonald, Prashanth Mahendra-Rajah, and Tony West; (ii) for 2024, Jill Hazelbaker, Nikki Krishnamurthy, Prashanth Mahendra-Rajah, and Tony West; (iii) for 2023, Nelson Chai, Jill Hazelbaker, Nikki Krishnamurthy, Prashanth Mahendra-Rajah, and Tony West; (iv) for 2022, Nelson Chai, Jill Hazelbaker, Nikki Krishnamurthy, and Tony West; and (v) for 2021, Nelson Chai, Jill Hazelbaker, Nikki Krishnamurthy, and Tony West. |

  179. Pay Versus Performance Table

    | (4) Reflects the cumulative total return to stockholders, based on a fixed investment of $100 beginning on the last trading day of 2020, on Uber’s common stock relative to the cumulative total returns of the Standard & Poor’s 500 Information Technology Sector Index (S&P 500 IT), which is the index included in our Performance Graph in the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2025. |

  180. Pay Versus Performance Table

    | (5) We define Gross Bookings as the total dollar value, including any applicable taxes, tolls, and fees, of: Mobility rides, Delivery orders (in each case without any adjustment for consumer discounts and refunds Driver and Merchant earnings, and Driver incentives), and Freight revenue. Gross Bookings do not include tips earned by Drivers. Gross Bookings are an indication of the scale of our current platform, which ultimately impacts revenue. For further discussion on our Gross Bookings measure, please see the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2025. |

  181. Pay Versus Performance Table

    | 2026 Proxy Statement | | 77 |

  182. Pay Versus Performance Table

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  183. Pay Versus Performance Table

    As described in greater detail in “Executive Compensation – Compensation Discussion & Analysis,” Uber’s executive compensation program reflects a pay-for-performance philosophy. The metrics that Uber uses for both our long- and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase stockholder value. Below are the most important measures used to link compensation actually paid to our NEOs, for the most recently completed fiscal year:

  184. Pay Versus Performance Table

    | Most Important Measures to Determine FY25 CAP | | Gross Bookings Adjusted EBITDA Adjusted EBITDA less SBC TSR Safety Autonomous Vehicles |

  185. CAP Versus Net Income

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  186. CAP Versus Net Income

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  187. Plans Not Approved by our Stockholders

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  188. All Other Fees

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  189. Your Vote Is Important

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  190. Annual Meeting Advance Notice Requirements

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |

  191. Annual Meeting Advance Notice Requirements

    | | Voting Agenda | Proxy Statement Summary | Board and Governance Matters | Director Compensation |