Uber Technologies, Inc UBER

39% shingled-prose overlap between the two filings.

2025: 72,113 chars · 2026: 80,076 chars

• Committee Report:47% overlap (2,513 → 2,898 chars)
• Pay Ratio (Item 402(u)):47% overlap (1,867 → 2,226 chars)

• changedThe following discussion and analysis of our executive compensation philosophy, objectives, and design; our compensation-setting process; our executive compensation program components; and the decisions made for the compensation of our NEOs in 2025 2024should be read together with the foregoing letter from our Compensation Committee and the compensation tables and related disclosures below.
• changedCompensation Discussion & Analysis 43 33Say-on-Pay Results & Stockholder Engagement 45 35Compensation Philosophy, Objectives & Governance 47 2025 362024Executive Compensation Program Key Components 51 40Other Benefits 64 52Other Compensation Matters 65 53Compensation Committee Interlocks & Insider Participation 67 55Compensation Committee Report 67 55CEO Pay Ratio 68 56Executive Compensation Tables 69 57
• changed2025 2024Named Executive Officers
• changedName Position Dara Khosrowshahi Chief Executive Officer and Director Prashanth Mahendra-Rajah(1) Mahendra-RajahChief Financial Officer Jill Hazelbaker Chief Marketing Officer and Senior Vice President, Public Affairs Andrew Macdonald(2) NikkiKrishnamurthySeniorVicePresident and Chief Operating PeopleOfficer Tony West Senior Vice President, Chief Legal Officer, and Corporate Secretary
• new(1) Mr. Mahendra-Rajah was our Chief Financial Officer in 2025 and ceased serving in that role on February 16, 2026.
• newFor purposes of this CD&A, all references to “CFO” refer to Mr. Mahendra-Rajah.
• new(2) Mr. Macdonald was appointed as President & Chief Operating Officer effective June 2, 2025.
• newPrior to that date, he was Senior Vice President, Mobility & Business Operations.
• changedKey 2025 2024Business Highlights
• newDrove cross-platform engagement with 40% of consumers using more than one Uber product in Q4 2025, underpinned by our 55% year-over-year growth in Uber One members to 46 million members globally.
• newDelivered our fifth consecutive year of at least 20% Gross Bookings growth on a constant currency basis, driven primarily by audience expansion and higher frequency, with Q4 2025 our second consecutive quarter of accelerating Gross Bookings, growing 22% year-over-year.
• newExpanded low cost and premium products, including adding UberX Share to over 50 airports in total, launching Uber Shuttle in all NYC area airports, and growing both our Moto and Reserve Trips roughly 40% year-over-year in 2025.
• newGenerated $8.7 billion in Adjusted EBITDA*, up 35% year-over-year, and a record $9.8 billion in free cash flow*, and announced a $20 billion share repurchase program, demonstrating our commitment to consistently return cash to stockholders.
• newMade significant progress in lowering insurance costs through a combination of insurance reform advocacy efforts, culminating in the passage of SB 371 in California, and process improvements, including the expansion of Driver Insights on our platform.
• newWon our first-ever Emmy for our Uber One campaign with Brian Cox, contributing to the growth in our Grocery and Retail businesses across top markets.
• new* “Adjusted EBITDA” and “Free Cash Flow” are non-GAAP financial measures as defined by the SEC.
• changed(1)Certainkeyfinancialresultsandstrategicandoperationalachievementsarehighlightedabove,whilefullfinancialresults,includingReconciliations of these thenon-GAAP financial measures to the most comparable GAAP financial measures measures,are reflected in Appendix A, beginning on page 91 78of this proxy statement and in our Annual Report on Form 10-K for the year ended December 31, 2025, 2024,which can be found at investor.uber.com and on the SEC’s website.
• changed2026 2025Proxy Statement 43
• newVoting Agenda Proxy Statement Summary Board and Governance Matters Director Compensation
• new(1) Certain key financial results and strategic and operational achievements are highlighted above, while full financial results, including reconciliations of the non-GAAP financial measures to the most comparable GAAP financial measures, are reflected in Appendix A, beginning on page 91 of this proxy statement and in our Annual Report on Form 10-K for the year ended December 31, 2025, which can be found at investor.uber.com and on the SEC’s website.
• changed44 2026 2025Proxy Statement
• newCompensation Discussion & Analysis Compensation Tables Stock Ownership Information Audit Matters Additional Information
• changedSince receiving the results of our Say-on-Pay vote in May 2020, we have been addressing stockholder perspectives concernswith our executive compensation program by continually engaging with and responding to feedback from our stockholders and, as a result, we have obtained positive Say-on-Pay results of approximately 85% 90%or higher for each of the past five fouryears.
• changedFOR OVERTHE PAST approximately 5 FOURYEARS, 91% we received an average stockholder approval rate of approximately92%in support of our executive compensation program.
• changed2026 2025Annual Meeting of Stockholders
• changedSpring Conduct SpringConductpre-Annual Meeting of Stockholders stockholder outreach to understand stockholder views and solicit feedback Summer Review SummerReviewcompensation program structure and performance; plan stockholder engagement Winter Incorporate WinterIncorporatefeedback into compensation program planning and disclosures for 2027 Fall Hold 2026FallHoldstockholder meetings and solicit feedback; report feedback to the Compensation Committee
• changedResponse to Say-on-Pay in 2025 2024
• changedWhat We Heard How We Responded Financial Metrics Consider including alternative metrics related to profitability SBCexpensein our compensation program.
• newAdded 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.
• newSee below for a discussion of these and other changes to our 2026 compensation program.
• newEquity Plan Evergreen Consider not using the evergreen feature of our equity incentive plan.
• newDeclined 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.
• changedDisclosure of Compensation Program Provide high-quality and transparent disclosures of performance metrics and results, and how stockholder perspectives are incorporated. results.
• newPreviewed 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.
• newContinued to take stockholder growth expectations into consideration when developing our short-term and long-term incentive program goals.
• newSee below for a discussion of changes we are implementing in our 2026 performance goals based partially on stockholder feedback and expectations.
• changed2026 2025Proxy Statement 45
• newLooking Ahead to 2026
• newA critical component of our compensation structure is the flexibility to allow our compensation program to evolve in parallel with the ever-changing technology landscape and dynamic market in which we operate.
• newAdditionally, we strive to incorporate the feedback and perspectives we receive from our extensive outreach to, and engagement with, our stockholders in both our short-term and long-term incentive programs.
• newLooking forward to 2026, we are continuing to align the interests of our executives with those of our stockholders by incorporating performance measures that ensure our compensation program incentivizes progress on our evolving strategic and operational priorities and drives the creation of long-term stockholder value.
• newThe following highlights features of our 2026 executive compensation program.
• new● Commitment to growth and profitability.
• newBeginning 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.
• newFinancial metrics account for 60% of our annual incentive opportunity, now split evenly between Non-GAAP EPS and Gross Bookings at 30% each.
• newIn 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.
• newTogether, these changes underscore our commitment to driving sustainable profitability and aligning executive incentives with disciplined financial performance.
• new● Moving to three-year goals across all PRSU metrics.
• newIn 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.
• newThis 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.
• new● Efficient share utilization and declining to use the evergreen feature.
• newWhen we became public in 2019, our equity incentive plan included an evergreen feature - a provision typical for young public companies.
• newHistorically, we have utilized that feature and automatically replenished our equity plan share reserves annually.
• newHowever, 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.
• newAt this time, we do not intend to utilize the evergreen feature in future years.
• new● Simplification of our long-term incentive program.
• newStarting 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.
• newAs 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.
• new● Continued focus on safety and AVs.
• newWe remain invested in the prioritization of safety and transparency and fulfilling our AV commitments in 2026.
• newAs such, the 10% of our 2026 PRSUs not tied to financial performance will be awarded based on the achievement of predetermined safety improvement goals.
• newFurthermore, 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.
• new● No overlapping goals.
• newOur short-term and long-term incentive programs do not include overlapping performance metrics.
• newBeginning 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.
• new● Equity mix.
• newIn 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.
• newOur 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.
• newThe equity award for both our CFO and COO will consist of 50% PRSUs, 25% RSUs, and 25% stock option awards.
• changed46 2026 2025Proxy Statement
• changedPay-for-Performance Motivate executives to achieve our short- shortand long-term objectives by linking a significant portion of their compensation to predetermined financial, strategic, and individual goals and awarding them based on actual performance against these goals.
• changed2026 2025Proxy Statement 47
• changedWhat 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 rTSRmodifier 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
• changedWhat We Don’t Do Allow hedging of Uber stock by directors or employees Allow pledging of Uber stock by directors or employees for margin loans or similar speculative transactions Single-trigger acceleration following a change in control Provide excessive perquisites Encourage unnecessary and excessive risk taking Provide excise tax (golden parachute) gross-ups Provide supplemental retirement, pension, or other special retirement benefits that are exclusive to the executive team Provide guaranteed bonuses or uncapped incentive award opportunities for executives Utilize the evergreen feature of our equity plan (beginning in 2026)
• changedDuring 2025, 2024,Semler Brossy did not provide any services to the Company other than compensation advisory services provided to the Compensation Committee.
• changed48 2026 2025Proxy Statement
• changed123Establish 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
• changed2026 2025Proxy Statement 49
• changedThe Compensation Committee regularly, and at least annually, regularlyreviews the appropriateness of the peer group used for purposes of evaluating named executive officer compensation.
• newFor 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.

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