Uber Technologies · 8-K exhibit

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

FORM 8-K

CURRENT

REPORT

Pursuant

of

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 8, 2025

UBER

TECHNOLOGIES, INC.

(Exact

name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

3rd Street

San

(Address

of principal executive offices, including zip code)

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered

pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.00001 per share

UBER

New York Stock Exchange

Indicate by check mark

whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule

Emerging

growth company ☐

If an emerging growth

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

On

September 11, 2025, Uber Technologies, Inc. (the “Company”) completed a registered public offering of $1,000,000,000 aggregate

principal amount of the Company’s 4.150% Senior Notes due 2031 (the “2031 Notes”) and $1,250,000,000 aggregate principal

amount of the Company’s 4.800% Senior Notes due 2035 (the “2035 Notes” and together with the 2031 Notes, the “Notes”).

The Notes are the Company’s senior unsecured debt obligations. The offering was made pursuant to the Company’s Registration

Statement on Form S-3 (File No. 333-271617) (the “Registration Statement”), including a Prospectus and a related Prospectus

Supplement dated September 8, 2025 filed with the Securities and Exchange Commission (“SEC”). In connection with the issuance

of the Notes, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs &

Co. LLC, Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed in Schedule II to

the Underwriting Agreement.

The

Notes were issued pursuant to the Indenture, dated as of September 9, 2024 (the “Base Indenture”), between the Company and

U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture,

dated September 11, 2025 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)

between the Company and the Trustee. The Company intends to use the net proceeds from the offering for general corporate purposes including

to (i) repay its outstanding 0% Convertible Senior Notes due 2025, (ii) redeem its outstanding 7.50% Senior Notes due 2027, and (iii)

redeem its outstanding 6.25% Senior Notes due 2028. Nothing in this Current Report on Form 8-K should be construed as a notice of redemption

The

above descriptions of the Underwriting Agreement, the Indenture and the Notes do not purport to be complete, and each is qualified in

its entirety by reference to the Underwriting Agreement, the Indenture and the forms of Notes, as applicable, copies of which are filed

as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. The Company is filing this Current Report on

Form 8-K to file certain items with the SEC that are to be incorporated by reference into the Registration Statement.

Forward-Looking

Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. These statements include,

but are not limited to, statements regarding anticipated use of proceeds from the offering. Forward-looking statements include all statements

that are not historical facts. In some cases, forward-looking statements can be identified by terms such as “anticipate,”

“believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”

“potential,” “will,” “would” or similar expressions and the negatives of those terms. Forward-looking

statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance

or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking

statements. These risks and uncertainties include, among others, uncertainties and other factors relating to the intended use of proceeds

from the offering and the sale of the Notes. These and other risks are more fully described in the Company’s SEC filings and reports,

including in the section titled “Risk Factors” in its Quarterly Report on Form 10-Q for the quarterly period ended June 30,

2025 and other filings that the Company makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov.

All information provided in this Current Report on Form 8-K is as of the date of this Current Report on Form 8-K and any forward-looking

statements contained herein are based on assumptions that the Company believes to be reasonable as of such date. Undue reliance should

not be placed on the forward-looking statements in this Current Report on Form 8-K, which are based on information available to the Company

on the date hereof. Except as required by law, the Company disclaims any obligation to update these forward-looking statements as a result

of new information, future events, changes in expectations or otherwise.

Item

9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

Underwriting Agreement, dated September 8, 2025, by and among Uber Technologies, Inc. and Goldman Sachs & Co. LLC, Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.

Second Supplemental Indenture, dated as of 11, 2025, by and between Uber Technologies, Inc. and U.S. Bank Trust Company, National Association.

Form of Notes (included in Exhibit 4.1 above).

Opinion of Cooley LLP.

Consent of Cooley LLP (contained in Exhibit 5.1 above).

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

UBER TECHNOLOGIES, INC.

By: /s/ Dara Khosrowshahi

Dara Khosrowshahi

Chief Executive Officer