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• The term loan proceeds will finance Uber's public takeover offer for Delivery Hero SE, refinance certain Delivery Hero indebtedness, and pay related transaction costs.
• Uber also entered into Amendment No. 1 to its Bridge Credit Agreement, which increased the cross-default threshold from $300 million to $500 million and replaced the cross-default event of default with a cross-payment default and acceleration event.
• Uber entered into a new $7.7 billion Revolving Credit Agreement with Bank of America as administrative agent, maturing August 6, 2031, replacing its existing revolving credit facility; approximately $324 million in letters of credit were transitioned, with no borrowings drawn.
• Both the Term Loan and Revolving Credit Agreements are unsecured, not guaranteed by subsidiaries, and require a consolidated adjusted EBITDA to interest expense ratio of at least 3.00 to 1.00.

1.01 Entry into a Material Definitive Agreement · 1.02 Termination of a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• GAAP Income from operations was $1.9 billion, up 30% YoY.
• Non-GAAP Operating Income was $2.1 billion, up 40% YoY.
• GAAP Diluted EPS was $1.17; Non-GAAP EPS was $0.81, up 35% YoY.
• Q3 2026 outlook: Gross Bookings $58.25B-$60.25B, Non-GAAP EPS $0.84-$0.88.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The offer is expected to close in the second half of 2027, subject to regulatory approvals and a minimum tender of 50% plus one share.
• Uber secured a €14.2 billion bridge credit facility to finance the offer and related transactions.
• Delivery Hero's boards recommend shareholders accept the offer, subject to fiduciary duties and a fairness opinion.
• Termination fees: Delivery Hero pays €200 million if it backs a competing offer; Uber pays €700 million under certain regulatory or delay conditions.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Nikki Krishnamurthy, Chief People Officer, has stepped down and will serve as an advisor through a transition period.
• Jill Hazelbaker, formerly Chief Marketing Officer and SVP Communications & Public Policy, is now President & Chief Corporate Affairs Officer, effective immediately.
• Hazelbaker will receive a restricted stock unit award of $3,750,000 and a stock option award of $1,250,000.
• No arrangements, family relationships, or material interests were disclosed regarding Hazelbaker's appointment.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• All ten director nominees were elected, including Ronald Sugar, Revathi Advaithi, Turqi Alnowaiser, Nikesh Arora, Ursula Burns, Robert Eckert, Amanda Ginsberg, Dara Khosrowshahi, John Thain, and Alexander Wynaendts.
• Stockholders approved, on a non-binding advisory basis, the 2025 compensation of named executive officers, with 1,416,648,050 votes for and 94,297,858 against.
• Stockholders voted for a 1-year frequency of the advisory vote on executive compensation (1,495,473,260 votes), and the company will hold annual advisory votes.
• Stockholders ratified the appointment of PricewaterhouseCoopers LLP as independent auditor for 2026, with 1,656,371,651 votes for and 26,917,608 against.
• The report was filed under Item 5.07 to disclose the results of these stockholder votes.

5.07 Submission of Matters to a Vote of Security Holders

• GAAP Income from operations grew 57% YoY to $1.9 billion; GAAP Net income attributable to Uber was $263 million, including a $1.5 billion pre-tax headwind from equity investment revaluations.
• Non-GAAP Operating Income grew 42% YoY to $1.9 billion; Adjusted EBITDA grew 33% YoY to $2.5 billion (margin 4.6% of Gross Bookings).
• Non-GAAP EPS grew 44% YoY to $0.72; free cash flow was $2.3 billion.
• Q2 2026 outlook: Gross Bookings of $56.25–$57.75 billion (18–22% constant-currency growth), Non-GAAP EPS of $0.78–$0.82, implying Adjusted EBITDA of $2.70–$2.80 billion.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Uber entered an agreement with Mubadala Investment Company to acquire Getir's delivery portfolio in Türkiye, including food, grocery, retail, and water delivery.
• Uber will invest $100 million to acquire a 15% stake in Getir's grocery, retail, and water delivery business.
• The acquisition of the remaining grocery, retail, and water delivery businesses is expected to close in the next few years, subject to performance conditions.
• The food delivery acquisition is subject to regulatory approval and expected to close in the second half of 2026.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Prashanth Mahendra-Rajah will step down as CFO on February 16, 2026, and will serve as Senior Finance Advisor to CEO Dara Khosrowshahi through July 1, 2026.
• Balaji Krishnamurthy, currently VP of Strategic Finance, will become CFO on February 16, 2026.
• Krishnamurthy's employment agreement includes an annual base salary of $600,000, RSU awards totaling $14,375,000, and an option to purchase $3,125,000 of common stock.
• Uber also reported Q4 2025 results: revenue of $14.4 billion, GAAP income from operations of $1.8 billion, and free cash flow of $2.8 billion.

2.02 Results of Operations and Financial Condition · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits