A.[Reserved]
B.Capitalization and Indebtedness
Not applicable.
C.Reasons for the Offer and Use of Proceeds
Not applicable.
D.Risk Factors
Summary of Risk Factors
An investment in our Class A Ordinary Shares and Warrants involves significant risks. Below is a summary of material risks we face, organized under relevant headings. These risks are discussed more fully after this summary. You should carefully consider the risks below and after this summary before making an investment decision. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition, results of operations or prospects could be materially and adversely affected by any of these risks.
Risks Relating to Our Business and Industry
•Our business is still in a stage of growth, and if our business or superapp platform do not continue to grow, grow more slowly than we expect, fail to grow as large as we expect or fail to achieve profitability, our business, financial condition, results of operations and prospects could be materially and adversely affected.
•We face intense competition across the segments and markets we serve.
•Although we made a net profit in 2025, we had incurred net losses in each year before that and may not be able to continue to raise sufficient capital or achieve or sustain profitability.
•Our ability to remain profitable is dependent upon our ability to manage incentive levels and corporate overheads, relative to the commissions, fees, and other revenues generated by our services.
•Our businesses are subject to numerous, often conflicting, and evolving legal and regulatory risks across multiple jurisdictions that could adversely impact our business and prospects.
•Our brand and reputation are among our most important assets and are critical to the success of our business.
•If we fail to manage our growth effectively, our business, financial condition, results of operations and prospects could be materially and adversely affected.
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•We are subject to various laws with regard to anti-corruption, anti-bribery, anti-money laundering and countering the financing of terrorism and have operations in certain countries known to experience high levels of corruption. There can be no assurance that failure to comply with any such laws would not have a material adverse effect on us.
•If we are required to reclassify our driver-partners as employees, if we are required to provide additional benefits, welfare and protection for our driver-partners, or if our driver-partners unionize, there may be adverse business, financial, tax, legal and other consequences.
•If we are unable to continue to grow our base of platform users, including driver- or merchant-partners and consumers accessing our offerings, our value proposition for each such constituent group could diminish, impacting our results of operations and prospects.
Risks Relating to Our Corporate Structure and Doing Business in Southeast Asia
•In certain jurisdictions, we are subject to restrictions on foreign ownership.
•We are subject to risks associated with operating in the rapidly evolving Southeast Asia.
•Our businesses may be materially and adversely affected by any changes or negative developments in the economic and political environments in any regions of Southeast Asia as well as globally.
•Uncertainties with respect to the legal system in certain markets in Southeast Asia could adversely affect us.
•We could face uncertain tax liabilities in various jurisdictions where we operate, and suffer adverse financial consequences as a result.
Risks Relating to the Company’s Securities
•The trading prices of our Class A Ordinary Shares and Warrants have been, and may continue to be, volatile.
•Sales of a substantial number of our securities in the public market by our existing securityholders could cause the price of our Class A Ordinary Shares and Warrants to fall.
•We may issue additional securities without shareholder approval in certain circumstances, which would dilute existing ownership interests and may depress the market price of our shares.
•If securities or industry analysts do not publish research, publish inaccurate or unfavorable research or cease publishing research about us, our share price and trading volume could decline significantly.
Risks Relating to Taxation
•There can be no assurance that we will not be a passive foreign investment company for United States federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. Holders.
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Risks Relating to Our Business and Industry
Our business is still in a stage of growth, and if our business or superapp platform do not continue to grow, grow more slowly than we expect, fail to grow as large as we expect or fail to achieve profitability, our business, financial condition, results of operations and prospects could be materially and adversely affected.
Although our business has grown rapidly, our businesses in Southeast Asia and in particular our superapp platform are still in a stage of growth. There is no assurance that we will be able to achieve and maintain growth and profitability across all of our business segments. There is also no assurance that market acceptance of our offerings will continue to grow or that new offerings, such as digital banking, will be accepted.
Our management believes that our growth depends on a number of factors, including our ability to:
•expand and diversify our deliveries, mobility, financial services and other offerings, which include innovating in new areas such as financial services (including our digital banks, which commenced commercial operations in 2022 and are growing and scaling) and often requires us to make long-term investments and absorb losses while we build scale;
•maintain and/or increase the scale of the driver- and merchant-partner base and increase consumer usage of our platform and the synergies within our ecosystem;
•optimize our cost efficiency;
•reduce incentives paid to driver-partners, merchant-partners and consumers;
•enhance and develop our superapp, the tools we provide the driver- and merchant-partners and payments network along with our other technology and infrastructure including AI;
•recruit and retain high quality industry talent;
•expand our business in the countries in which we operate, which requires managing varying infrastructure, regulations, systems and user expectations;
•navigate any downward trends and volatility in macroeconomic conditions, including discretionary consumer spending, and any resulting negative impact on and fluctuations in our business;
•expand into business activities with growth potential or which complement our existing businesses;
•manage price sensitivity and driver- and merchant-partner and consumer preferences by segment and geographic location, particularly as we aim to increase market penetration within our markets;
•maintain and enhance our reputation and brand;
•ensure adequate safety and hygiene standards are established and maintained across our offerings;
•continue to form strategic partnerships, including with leading multinationals and global brands;
•manage our relationships with stakeholders and regulators in each of our markets, as well as the impact of existing and evolving regulations;
•obtain and maintain licenses and regulatory approvals that may be required for our financial services or other offerings;
•compete effectively with our competitors; and
•manage the challenges associated with any natural disasters, health epidemics, pandemics or disease outbreaks that may significantly impact our business.
We may not successfully accomplish any of these objectives.
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In addition, achieving profitability will require us, for example, to continue to grow and scale our business, manage promotion and incentive spending, improve monetization, improve efficiency in marketing, reduce regional corporate costs and other spending and increase consumer spending on our platform. Our growth so far has been driven in part by incentives we offer driver-partners, merchant-partners and consumers. On-demand incentives as a percentage of on-demand GMV remained flat at approximately 10% in 2023, 2024 and 2025. The incentives as a percentage of on-demand GMV in these years reflect the strategic use of incentives to drive on-demand growth in our platform. In addition, demand growth has been further supported by contributions from new product offerings, as well as our performance marketing efforts.
We cannot assure you that we will be able to continue to grow and manage each of our segments or our superapp platform or achieve or maintain profitability. Our success will depend substantially on our ability to develop and effectively implement appropriate strategies and plans, including our monetization, sales and marketing and cross-selling efforts. If driver- and merchant-partners and consumers accessing offerings through our platform do not perceive us as beneficial, or choose not to utilize us, then our business may not achieve the growth potential or profitability we expect, which could materially and adversely affect our business, financial condition, results of operations and prospects.
We face intense competition across the segments and markets we serve.
We face competition in each of our segments and markets. The segments and markets in which we operate are intensely competitive and are characterized by shifting user preferences, fragmentation, and evolving new services and offerings. We compete both for driver- and merchant-partners and for consumers. Our competitors may operate in single or multiple segments and in a single market or regionally across multiple markets. These competitors may be well-established or new entrants and focused on providing low-cost alternatives or higher quality offerings, or any combination thereof. New competitors may include established players with existing businesses in other segments or markets that expand to compete in our segments or markets. Competitors focused on a limited number of segments or markets may be better able to develop specialized expertise or employ resources in a more targeted manner than we do, and may enjoy lower overhead costs. Our competitors in certain geographic markets may enjoy competitive advantages such as reputational advantages, better brand recognition, longer operating histories, larger marketing budgets, better localized knowledge, and more supportive regulatory regimes and may also offer discounted services, driver- or merchant-partner incentives, consumer incentives, discounts or promotions, innovative products and offerings, or alternative pricing models. From time to time competitive factors have caused, and may continue to cause, us to reduce prices or fees and commissions and increase driver-partner, merchant-partner or consumer incentives and marketing expenses, which have impacted and could continue to impact our revenues and costs. Furthermore, the rise of nationalism coupled with government policies favoring the creation or growth of local technology companies could favor our competitors and impact our position in our markets. In addition, some of our competitors may consolidate to expand their market position and capabilities.
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In our segments and markets, the barriers to entry are low. Our competitors may adopt certain of our product features, or may adopt innovations that consumers or driver- or merchant-partners value more highly than ours, which could render the offerings on our platform less attractive or reduce our ability to differentiate our offerings. Driver- and merchant-partners and consumers may easily shift to alternative platforms with the highest earning potential or highest volume of work, and the merchant-partners may shift to the platform that provides the lowest fees and commissions or the highest volume of business or other opportunities to increase profitability. They make these choices based on a variety of factors, including:
•For driver- and merchant-partners: Highest earning potential or volume of work, lowest fees and commissions, and tools to enhance profitability.
•For consumers: Lowest-cost or highest-quality offerings, better choices, convenience, and overall user experience.
•For all users: Overall platform user experience and convenience, quality of mobile applications, convenience of payment settlement services, and integration with mobile and networking applications.
In our deliveries segment, we face competition from regional players such as Foodpanda, ShopeeFood and Gojek (primarily in Indonesia) and single market players in Southeast Asia, including Line Man Wongnai in Thailand. In addition, many chain merchants have their own online ordering platforms and pizza companies, such as Domino’s and other merchants often own and operate their own delivery fleets. Consumers also have other options through offline channels such as in-restaurant and take-out dining, and buying directly from supermarkets, grocery and convenience stores, which may have their own delivery services. Our platform also competes with last-mile package delivery services including on-demand services such as Gojek and Lalamove, and single market players such as AhaMove in Vietnam and Transportify in the Philippines. In our mobility segment, we face competition from Gojek in Indonesia and Singapore, Be Group in Vietnam, Bolt in Thailand, Tada and Ryde in Singapore, as well as Xanh SM, Bolt, Maxim and InDrive in several Southeast Asian countries, licensed taxi operators such as ComfortDelGro in Singapore, and traditional ground transportation services, including taxi-hailing. In addition, consumers have other options including public transportation and personal vehicle ownership. Changes in local laws and regulations may also facilitate entry of local and foreign competitors into the segments we operate in, increasing competition.
While our payments and financial services offerings compete with offline options such as cash and credit and debit cards, interbank transfers, traditional banks and other financial institutions, as well as other electronic payment system operators, our competitors in digital payment services also include ShopeePay and Google Pay and single market players such as Dana and GoPay in Indonesia, and Touch ‘n Go and MAE in Malaysia. Some of these competitors in digital payment services also operate e-commerce businesses. This may affect our e-wallet usage (specifically OVO and GrabPay) on these platforms due to preferential treatment that may be afforded to entities related to our competitors. Our competitors in the digital banking space are primarily new digital banks, in addition to incumbent banks in countries where our digital banks operate. In addition, while we have a non-competition agreement with Uber Technologies, Inc. (“Uber”), which was put in place in connection with a transaction with such shareholder and contractually restricts them from competing with us in Southeast Asia, such agreement is subject to limited terms. Uber previously operated in the ride-hailing and food deliveries businesses in Southeast Asia prior to our acquisition of Uber’s business in Southeast Asia in 2018. The non-competition agreement with Uber will expire one year after Uber disposes of all shareholdings in us. If Uber, or Didi Chuxing Technology Co., who once operated in Southeast Asia, re-enters our markets, we could face more intense competition, which could in turn materially impact our ability to bring driver- and merchant-partners and consumers onto our platform, cause us to lose market share, impact our pricing and/or require us to increase our incentives in order to retain market share. Both Uber and Didi could have certain competitive advantages compared to other new entrants into our markets given their familiarity with the markets, and in the case of Uber, due also to their shareholding in us and previous operations in Southeast Asia.
Any failure to successfully compete could materially and adversely affect our business, financial condition, results of operations and prospects.
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Although we made a net profit in 2025, we had incurred net losses in each year before that and may not be able to continue to raise sufficient capital or achieve or sustain profitability.
We made a net profit of $0.2 billion in the year ended December 31, 2025, and net losses of $0.2 billion and $0.5 billion in the years ended December 31, 2024 and 2023, respectively. We cannot assure you that we will continue to make a net profit. We invest significantly in our business, including, among others, (i) expanding the deliveries, mobility and financial services offerings on our platform; (ii) increasing the scale of the driver- and merchant-partner base and consumer base accessing offerings on our platform; (iii) developing and enhancing our platforms, (iv) enhancing the tools that we provide for the driver- and merchant-partners, our payments network, digital banks and other technology and infrastructure, and (v) recruiting of quality industry talent. We are also developing our business across over 900 cities in Southeast Asia, where each country has different infrastructure, regulations, systems and user expectations, with a strategy that involves a hyperlocal approach to our operations, all of which requires more investment than if we only operated in one country and a smaller number of cities. Our offerings such as GrabRentals require us to make investments and develop scale in order to achieve profitability. To be competitive in certain markets, generate scale and increase liquidity, from time to time we lower fees and offer driver-partner, merchant-partner and consumer incentives, which also reduce our revenue. We will continue to require significant capital investment to support our business. Issuances of equity or equity-linked securities could cause existing shareholders to suffer significant dilution, and any new equity securities issued may have rights, preferences, and privileges superior to those of existing shareholders. Debt financing could contain restrictive covenants relating to financial and operational matters including restrictions on the ability to incur additional secured or unsecured indebtedness that may make it more difficult to obtain additional capital with which to pursue business opportunities. We may not be able to obtain additional financing on acceptable terms, if at all.
Any failure to increase our revenue, manage the increase in our operating expenses, continue to raise capital, manage our liquidity or the effects of net losses (if we were to incur net losses again), could prevent us from continuing as a going concern or achieving or maintaining profitability.
Our ability to remain profitable is dependent upon our ability to manage incentive levels and corporate overheads, relative to the commissions, fees, and other revenues generated by our services.
We have paid significant amounts of incentives to attract new driver- and merchant-partners and consumers to our services, or to encourage existing registered driver-partners to return to or continue driving on our platform, in order to grow our business and generate new demand for our services and may continue to do so in the future. These incentives, which are typically in the form of additional payments made to partners and consumers, have in the past exceeded, and may in the future exceed, the amount of the commissions and fees that we receive for our services. In addition, from time to time merchant-partners may offer incentives to consumers to drive demand for their products and services on our platform, which may have the effect of reducing the portion of overall incentives paid by us. Conversely, to the extent that merchant-partners are less willing to provide such incentives, we may need to increase our incentives to keep our platform attractive. Our revenues are generally reported net of partner and consumer incentives, so if incentives exceed our commissions and fees received, it can result in us reporting negative revenue. For the years ended December 31, 2025, 2024 and 2023, we incurred incentives of $2.3 billion, $1.8 billion and $1.6 billion, respectively (comprised of partner incentives of $1.0 billion, $0.8 billion and $0.7 billion, respectively, and consumer incentives of $1.3 billion, $1.1 billion and $0.9 billion, respectively) resulting in reductions to our reported revenues of the same amounts. Under the principal model which is adopted for certain delivery offerings in certain of our markets, delivery fees paid by users in that market are recognized as revenue to us, and the amount paid to driver-partners, including driver-partner incentives are recognized as a cost of revenue, and are excluded from the incentives stated above. Our monthly transacting users grew to 47.2 million for the year ended December 31, 2025 from 41.3 million for the year ended December 31, 2024, and 35.5 million for the year ended December 31, 2023. However, we cannot assure you that our monthly transacting users will continue to grow in the future.
Furthermore, our profitability is affected by our corporate overhead costs, such as costs relating to technology infrastructure, employee compensation, research and development, general administration and sales and marketing. As we continue to scale our operations and invest in new product developments, our corporate overheads may increase. If we are unable to grow our revenue at a rate faster than the growth of these overhead expenses, or if we fail to achieve sufficient operational efficiencies as we scale, we may not be able to maintain or increase profitability.
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If we are unable to reduce the amount of incentives we pay over time relative to the commissions and fees we receive, we will likely impact our ability to increase our revenues, raise capital, and remain profitable. In addition, given our use of incentives to encourage use of our platform, future decreases in the use of incentives could also reduce the growth in or even reduce the number of users and driver- and merchant-partners as well as our revenues, which could negatively impact our financial condition and results of operations.
Our businesses are subject to numerous, often conflicting, and evolving legal and regulatory risks across multiple jurisdictions that could adversely impact our business and prospects.
We operate across the deliveries, mobility and financial services segments in over 900 cities in the large, diverse and complex Southeast Asian region. Each of our segments is subject to numerous and often conflicting or evolving regulations from various regulators in each jurisdiction in which we operate. Focus areas of regulatory risk that we are exposed to include, among others: (i) evolution of laws and regulations applicable to deliveries, mobility and/or financial services (including digital bank) offerings, (ii) various forms of data regulation such as data privacy, data localization, data portability, cybersecurity and advertising or marketing, (iii) gig economy regulations, (iv) anti-trust regulations, (v) digital platform regulations, (vi) economic regulations such as price, supply regulation, safety, health and environment regulations, (vii) foreign ownership restrictions, (viii) AI regulation and (ix) regulations regarding the provision of online services, including with respect to the internet, mobile devices and e-commerce.
Moreover, since we operate across eight countries, regulatory scrutiny or actions in one country may lead to other regulators taking similar actions in other countries. We, with our significant and varied group of stakeholders, are highly visible to regulators across our markets. Dissatisfaction among stakeholder groups could trigger regulator intervention, impacting our business.
Because the industries in which we operate are relatively new and disruptive in our market, the relevant laws and regulations, as well as their interpretations, are often unclear and evolving in certain jurisdictions. This dynamic environment means we may be unable to obtain, assess, maintain, or renew all required licenses, permits and approvals necessary to provide our offerings and those we plan to offer. We cannot be sure that our interpretations of the rules and regulations, including our reliance on applicable regulatory exemptions have always been or will be consistent with those of the local regulators. As we expand our businesses, and in particular our financial services business, we may be required to obtain new licenses and will be subject to additional laws and regulations in the markets in which we plan to operate.
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Segments of our businesses that are currently unregulated could become regulated, or segments of our businesses that are already regulated could be subject to new and changing regulatory requirements, which may adversely impact our business, results of operations, financial results and prospects. Various proposals regarding issues related to our business operations and business model that may impact our business are currently before various national, regional, and local legislative bodies and regulatory entities, or have already been adopted and implemented through new laws, rules or regulations. Compliance with existing or new laws and regulations could expose us to liabilities or cause us to incur significant expenses or otherwise impact our offerings or prospects. For example:
•Under regulations governing the transportation business in Vietnam, we may be required to obtain a transport license in each province or city where mobility services are provided through our platform. We are currently engaging with national, provincial and city-level regulators on this requirement, which poses practical constraints for implementation, given that we believe these requirements are not appropriate or suited to a platform business such as ours. Pending the outcome of these engagement efforts, including how this requirement may be addressed under the new regulations, we may be required to make operational adjustments to comply with the regulatory requirements or even shut down the affected services, to avoid penalties (in the form of fine and/or imprisonment) or disruptions in operations, which could involve significant costs or may not be practicable.
•In Malaysia, the government is developing regulations on p-hailing (parcel deliveries arranged via electronic mobile application), following the introduction of a regulatory framework which came into operation in 2023. Under the new regulations, we and our driver-partners who are involved in parcel deliveries will need to obtain necessary licenses once the relevant regulations come into operation and certain operational requirements may need to be met to qualify for these licenses. Depending on the implementation by the relevant authorities of the regulatory requirements, which are still being developed, if the transition period for our driver-partners to comply with and apply for the necessary license is too short, we may experience a shortage of driver-partners who carry on delivery services for GrabFood, GrabMart and GrabExpress on our platform for a period of time.
•In Thailand, ride-hailing regulations enacted in 2021 and 2022 stipulate, among other things, fare calculation, commission, car size, vehicle registration, application and ride-hailing operator’s qualifications and require time for us and our driver-partners to comply with vehicle registration and public driving licensing requirements, which may materially impact our driver-partner supply. In addition, the Royal Decree on the Supervision of Digital Platform Service Businesses that are Subject to Prior Notification (2022) (the “ETDA Law”) and its subordinate regulations classify us as a “digital service platform service provider with specific characteristics” and is likely to classify us as a “large digital service platform service provider”. This would require us to comply with various obligations, such as establishing risk management, system security, and crisis management safeguards, appointing a compliance officer, and undergoing third-party audits. Furthermore, specific notifications issued under the ETDA Law in 2025 impose additional operational requirements on us as platform service providers, including as ride-hailing service provider and e-marketplace platform. See “Item 4. Information on the Company – B. Business Overview – Regulatory Environment – Thailand – Regulations on Our Online Platform” for details. These obligations require significant time and resources, and non-compliance may result in suspension of the business or revocation of any notification already made.
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In Indonesia, there have been media speculations that the government is considering a draft presidential decree that would mandate a reduction in the maximum commission we can charge our driver-partners. If adopted as reported by the media, the current 20% cap (comprising a 15% commission cap and a 5% optional supporting fee cap under Ministry of Transportation (“MOT”) Decree No. 667 of 2022, as amended) would be lowered to a flat 10% commission cap. Furthermore, the draft decree seeks to reclassify driver-partners as quasi-employees, requiring us to fund accident and death insurance and contribute to health, old-age, and pension premiums. As reported by the media, it also aims to allow the government to review our agreements with driver-partners and protect their right to unionize. If adopted, any such changes would increase our costs, reduce our margins, and diminish our operational flexibility. We may be unable to offset these increased costs through price adjustments or efficiency enhancements. Moreover, any price adjustments could lead to decreased demand for our services in Indonesia.
There also has been pressure on governments in Southeast Asia to increase or introduce new taxes on the technology sector as it becomes a more important and profitable portion of the economy. For example, in the Philippines, a new law enacted in 2024 imposes a 12% value-added tax (“VAT”) on the sale of digital services. The statutory taxpayer of the VAT would be the seller or digital service provider. In addition, as we expand our offerings in new areas, such as financial services and mapping or geospatial technology, we may become subject to additional laws and regulations, which may require licenses to be obtained for us to provide new offerings or continue to provide existing offerings in the relevant jurisdictions.
We are subject to laws and regulations that impose general requirements and provide regulators with broad discretion in determining compliance with such laws and regulations. Regulators may interpret laws and regulations in a manner differently than us and may have broad discretion in determining any sanctions or remedial measures. Most jurisdictions in which we operate our deliveries business currently do not require a delivery license for the delivery-partners on our platform or license for delivery platform operators. In the mobility space, there are laws for ride-hailing which require ride-hailing platforms and driver-partners to apply for licenses and comply with license requirements. However, local regulators may decide to enforce or enact new local regulations, or amend existing regulations, requiring licenses, imposing caps on drivers or vehicles, mandating drivers to join a licensed entity or which impose other requirements, such as minimum age requirements for driver-partners. There are also regulations with respect to how fares are set between us and such special rental (i.e., car rental with driver) transportation companies and regulations requiring delivery driver-partners to join licensed courier companies prior to providing point-to-point delivery services through a platform such as ours. If regulations evolve or regulators change current policy or enforce local regulations, we may face additional complexity and risks in providing deliveries and mobility offerings on our platform. In addition, regulators in some jurisdictions impose a cap on both the supply, commission payable by driver-partners and fares (including other fees) applicable to our operations, and although we have in the past been able to obtain approval to increase capacity when needed, there can be no assurance that we will continue to obtain approval to increase capacity to meet demand, which could impact our business and prospects. If we or drivers become subject to further caps, limitations, or licensing requirements, our business, financial condition, results of operations and prospects would be adversely impacted. In certain jurisdictions, there has been public pressure to impose limits on the commissions payable by merchant-partners to platforms such as our platform, which, if imposed, could impact our deliveries business.
Our actual or perceived failure to comply with applicable regulations could expose us to regulatory actions, including, but not limited to, potential fines, orders to temporarily or permanently cease all or some of our business activities, a prohibition on taking on new consumers, driver-partners or merchant-partners and the implementation of mandated remedial measures.
Our brand and reputation are among our most important assets and are critical to the success of our business.
“Grab” is a household name in the markets in which we operate that is synonymous with our offerings. Successfully maintaining, protecting, and enhancing our brand and reputation are critical to the success of our business, including the ability to attract and maintain employees, driver- and merchant-partners and consumers accessing offerings available on our platform, and otherwise expand our deliveries, mobility and financial services offerings. Our brand and reputation are also important to our ability to maintain our standing in the markets we serve, including with regulators and community leaders. Any harm to our brand could lead to regulatory action, litigation and government investigations and weaken our ability to effect legislative changes and obtain licenses. In addition, because we operate regionally across Southeast Asia and various segments, including deliveries, mobility and financial services, an adverse impact on our brand or reputation in one market or segment can adversely affect other parts of our business.
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A variety of factors and/or incidents, including those that are actual and within our control, as well as those that are perceived, rumored, or outside of our control or responsibility, can adversely impact our brand and reputation, such as:
•complaints or negative publicity, including those related to personal injury or sexual assault cases involving consumers using our mobility offerings or other third parties;
•issues with the choices and quality of our products and offerings or trust in our offerings;
•illegal or inappropriate behavior by employees, consumers or driver-partners or merchant-partners or other third parties we work with, including relating to the safety of consumers and driver- and merchant-partners;
•improper, unauthorized, or illegal actions by third parties who conduct fraudulent or other activities, such as phishing-attacks;
•the convenience and reliability of our superapp and technology platform, as well as any cybersecurity incidents affecting, disruptions to the availability of, or defects in, our platform or superapp;
•issues with the pricing of our offerings or the terms on which we do business with platform users including consumers and driver- and merchant-partners;
•service delays or failures, such as missing, incorrect or canceled fulfillment of orders or rides, or issues with cleanliness, food tampering or inappropriate or unsanitary food preparation, handling or delivery;
•lack of community support, interest or involvement, including protests or other negative publicity that may stem from a variety of factors beyond our control, such as the general political environment, a rise in nationalism in any of the markets where we operate, unfavorable public reactions to our public communications, or acts of third parties that the public may associate with Grab;
•failing to meet public or market expectations and act responsibly or in compliance with regulatory requirements, some of which may be evolving or ambiguous, in areas including labor, anti-corruption, anti-money laundering, safety and security, data security, privacy, provision of information about consumers and activities on our platform, or environmental requirements in areas including emissions, sustainability, human rights, diversity, non-discrimination and support for employees, driver- and merchant-partners and local communities;
•perceived anti-competitive practices or non-compliance with antitrust laws and regulations;
•media or legislative scrutiny or litigation or investigations by regulators or other third parties; and
•issues we may face when we roll out new initiatives, such as GrabMaps in connection with its contents, reliability and stability.
Any harm to our brand or reputation, including as a result of or related to any of the foregoing, could materially and adversely affect our business, financial condition, results of operations and prospects.
If we fail to manage our growth effectively, our business, financial condition, results of operations and prospects could be materially and adversely affected.
Since our inception in 2012, we have experienced growth, at times at a rapid rate, in our employee headcount, the number of consumers and driver- and merchant-partners using our platform, our offerings and the geographic reach and scale of our operations. We have also expanded both through acquisitions and strategic partnerships and into business activities where we have limited or no experience at all, such as grocery stores and digital banking. This expansion increases the complexity of our business and has placed, and will continue to place, significant strain on our management, personnel, operations, systems, technical performance, financial resources, and internal financial control and reporting functions.
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We are required to commit substantial financial, operational, and technical resources to manage this growth. Upgrades to our technology and network infrastructure are critical in supporting our growth, and our technology infrastructure systems will need to be scaled to support our expanding operations. Without effective upgrades, we could experience unanticipated system disruptions, slow response times, or poor experiences for platform users. We are in the process of establishing, developing, or upgrading various management systems, such as our contract management system, purchase order management system, payment process request system and billing system, to more efficiently and effectively organize and track our activities and obligations. Our organizational structure is complex and will continue to grow as our platform is used by additional consumers and driver- and merchant-partners, and as we add employees, products and offerings, and technologies. If we are unsuccessful in hiring, training, managing, and integrating new employees and staff, or if we are not successful in retaining our existing employees and staff, our business may be harmed.
Properly managing our growth will require us to establish consistent policies across regions and functions, as well as additional localized policies where necessary. A failure to effectively develop and implement any such policies could harm our business. Additionally, in certain jurisdictions, our risk management function, particularly relating to enterprise-wide risk management, is in relatively early stages of maturity, and therefore we may be unable to comprehensively identify, mitigate and remediate risks as they develop despite having adopted an Enterprise Risk Management (ERM) process.
If we do not manage the growth of our business and operations effectively, the quality of our platform and the efficiency of our operations could suffer, which could materially and adversely affect our brand and reputation and our business, financial condition, results of operations and prospects.
We are subject to various laws with regard to anti-corruption, anti-bribery, anti-money laundering and countering the financing of terrorism and have operations in certain countries known to experience high levels of corruption. There can be no assurance that failure to comply with any such laws would not have a material adverse effect on us.
We are subject to anti-corruption, anti-bribery, and anti-money laundering and countering the financing of terrorism laws in the jurisdictions in which we do business and may also be subject to such laws in other jurisdictions under certain circumstances, including, for example, the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”). These laws generally prohibit us and our employees from improperly influencing government officials or commercial parties in order to, among other things, obtain or retain business, direct business to any person, or gain any improper advantage. Under applicable anti-bribery and anti-corruption laws, we could be held liable for acts of corruption and bribery committed by third-party business partners, representatives, and agents who acted, or may have purported to act, on our behalf. We have operations in, and have business relationships with, entities in countries known to experience high levels of corruption. We and our third-party business partners, representatives, and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We are subject to the risk that we could be held liable for or be inadvertently involved in the corrupt or other illegal activities of these third-party business partners and intermediaries and our and their respective employees, representatives, contractors, and agents. Our employees frequently consult or engage in discussions with government officials in the markets where we operate with respect to potential changes in government policies or laws impacting our industries and have engaged in joint ventures and other partnerships with state-owned enterprises or government agencies, which potentially heighten such anti-corruption-related risks. In addition, our activities in certain countries with high levels of corruption enhance the risk of unauthorized payments or offers of payments by driver-partners, consumers, merchant-partners, shippers or carriers, employees, consultants, or business partners in violation of various anti-corruption laws, including the FCPA, even though the actions of these parties are often outside our control. While we have policies and procedures intended to address compliance with such laws, there is no guarantee that such policies and procedures are or will be fully effective at all times, and our employees and agents may take actions in violation of our policies and procedures or applicable laws, for which we may be ultimately held responsible.
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Additional compliance requirements may compel us to revise or expand our compliance program, including the procedures we use to verify the identity of platform users and monitor international and domestic transactions. Any violation of applicable anti-bribery, anti-corruption, and anti-money laundering and countering the financing of terrorism laws could result in whistleblower complaints, adverse media coverage, harm to our reputation and brand, investigations, imposition of significant legal fees, severe criminal or civil sanctions, suspension or debarment from government licenses, permits and contracts, forced exit from an important market or business segment, substantial diversion of management’s attention, a drop in our Class A Ordinary Share and Warrant prices, or other adverse consequences, any or all of which could have a material and adverse effect on our business, financial condition, results of operations and prospects.
If we are required to reclassify our driver-partners as employees, if we are required to provide additional benefits, welfare and protection for our driver-partners, or if our driver-partners unionize, there may be adverse business, financial, tax, legal and other consequences.
The independent contractor status of drivers is currently being challenged in courts, by government agencies, non-governmental organizations, groups of drivers, labor unions and trade associations all around the world. Driven in part by developments in the United States and Europe, there has been growing interest in this area recently from regulators in Southeast Asia, where we operate. The tests governing whether a driver is an independent contractor or an employee vary by governing law. We believe that the driver-partners are independent contractors based on existing employment classification frameworks, because, among other things, they: (i) can choose whether, when, where, and the manner and means to provide services on our platform; (ii) are able to provide services on our competitors’ platforms; (iii) have each acknowledged and agreed when signing up to our terms and conditions that their relationship with us does not constitute an employment relationship; (iv) may provide their own vehicles to perform services; and (v) receive variable earnings for delivering services, rather than wages or fixed amounts of income.
However, the independent contractor status is highly sensitive to certain factors including, among others, changes in public opinion, political conditions, and the degree of control we exercise over our driver-partners as interpreted by regulators, such as the flexibility of opt-in and shifts. Changes to laws, regulations, or judicial decisions may require the reclassification of driver-partners as employees (or workers or quasi-employees where those statuses exist). If reclassified, we would be required to incur significant additional expenses for compensating driver-partners, including expenses associated with wages and working hours (e.g., minimum wage, overtime, and meal and rest period requirements, which may include pay for periods when a driver-partner is offline), employee benefits (e.g., statutory contribution, compulsory insurance, statutory termination payment, and trade or labor union fees), taxes, and penalties. Furthermore, a determination that driver-partners are employees or ostensible agents may lead to claims, charges or other proceedings under laws and regulations applicable to employers and employees, such as claims of employer liability or agency liability, harassment and discrimination, and unionization. Although our position has generally been upheld in relevant jurisdictions, we face challenges from driver-partners alleging employee status, and the costs associated with defending, settling, or resolving pending and future lawsuits could be material. Recent court rulings in the Philippines, for example, increase the risk of such classification, which may encourage lawsuits from driver-partners.
Even if driver-partners are deemed to be our independent contractors, new employment classifications may be created or governments may impose additional requirements on us with respect to our independent contractors. We have historically strived to provide driver-partner benefits and privilege schemes, going beyond statutory requirements, to acquire and encourage the frequent use of our platform and to demonstrate responsibility to stakeholders and regulators. However, regulators may deem our benefits and welfare schemes insufficient and impose additional requirements on us or change relevant laws or regulations. For example, in Singapore, the Platform Workers Act 2024 (“PWA”) was enacted to create a new classification of “platform workers” in delivery and ride-hailing services. The PWA requires us to register as a platform operator and grants certain rights to our driver-partners, including mandatory contributions to workers’ statutory accounts, work injury compensation, and a framework for worker representation. We have increased platform fees to mitigate the higher costs arising from the PWA. This regulation may serve as a reference for other countries as they look to adopt gig economy regulations. In Thailand, the government is working on a draft Freelancer Act aimed at protecting gig workers, while the Gig Workers Act 2025, which was gazetted in Malaysia in December 2025 and is expected to come into operation in March 2026, would potentially increase our obligations in areas such as minimum wage, grievance mechanisms and social security. Similar efforts exist in Indonesia, Thailand and the Philippines to require digital platforms to offer benefits, welfare and protection to gig workers. In March 2025, we provided religious festivity bonuses for the year 2025 to our driver-partners in Indonesia as urged by the Indonesian Ministry of Employment in its circular letter. We received a similar letter in March 2026 and intend to comply with it.
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Furthermore, driver-partners may unionize. Unionization may lead to inefficiencies in implementing policy or other changes or otherwise cause us to incur increased costs. For example, in Singapore, the PWA allows for a platform work association that has been accorded recognition to represent our driver-partners and collectively negotiate with us on the terms of work and benefits of our driver-partners. If driver-partners unionize and invoke collective bargaining powers, the terms of collective bargaining agreements could materially adversely affect our costs, efficiency, ability to generate acceptable returns, financial condition and results of operations. In addition, disputes with driver-partners over union and collective bargaining issues could be disruptive and harm our reputation.
If similar requirements are imposed in our other markets, our business, operating results and financial condition may be materially and adversely affected. Any such reclassification or new classifications could have a significant impact on our labor costs, business operations and employee relations, and an adverse effect on our business and financial condition.
If we are unable to continue to grow our base of platform users, including driver- or merchant-partners and consumers accessing our offerings, our value proposition for each such constituent group could diminish, impacting our results of operations and prospects.
Our success in a given geographic market depends on our ability to increase the scale of the driver- and merchant-partner base and the number of consumers transacting through our platform as well as expand the deliveries, mobility and financial services offerings on our platform. A key focus of our growth strategy has been to develop our superapp to create an ecosystem with synergies driving more users on both the supply and demand sides to our platform. Although we believe there are strong synergies among our business segments that help increase the breadth, depth and interconnectedness of our overall ecosystem, these synergies may not materialize as we expect them to or in a cost-effective manner. This ecosystem, and the synergies within our ecosystem, take time to develop and grow, because doing so requires us to replicate our efforts in over 900 cities in Southeast Asia, where each country has different infrastructure, regulations, systems and user expectations and preferences, as well as a different approach to localizing our operations. A number of risks and uncertainties may impact the attractiveness of our ecosystem, including the following:
•If consumers are not attracted to our platform or choose providers outside of our platform, we may be unable to attract driver- and merchant-partners. This, in turn, means consumers using our platform may have fewer choices and may not be able to obtain better value options, thereby making our platform less attractive to consumers. Consumers choose our platform based on many factors, including price, the convenience of our superapp, trust in the services offered, and the choices and quality of our products and offerings. In particular, despite significant investments, we may be unable to attract consumers to our recently launched digital banking business or drive desired synergies with our other businesses.
•If driver-partners are not attracted to our platform or elect to offer their services through a competitor’s platform, we may lack a sufficient supply of driver-partners to attract and retain consumers and merchant-partners. Driver-partners choose us based on factors including the opportunity to earn money, flexibility, autonomy, and the tools and opportunities we provide to seek to maximize productivity and other benefits. We must maintain a balance between demand and supply for mobility services, and to the extent we experience driver-partner supply constraints, we may need to increase, or may not be able to reduce, the incentives we offer.
•If merchant-partners, such as restaurants and grocery stores, in particular the most popular ones, are not attracted to our platform, we may lack sufficient variety, making our offerings less appealing to consumers and reducing opportunities for driver-partners. Merchant-partners choose us based on various factors, including access to the consumer base and delivery and payment network, tools to enhance profitability, and the opportunity to leverage our data insights.
The number of consumers using our platform may decline or fluctuate due to dissatisfaction with the operation and security of our superapp, consumer support, pricing levels, quality of services, and negative publicity related to our brand or reputation, including as a result of safety incidents, driver or community protests or public perception of our business.
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The number of driver- and merchant-partners on our platform may decline or fluctuate due to factors including passage or enforcement of local laws regulating or taxing their services, the low costs of switching to alternative platforms, dissatisfaction with our brand or pricing model (including reductions in incentives), and epidemics or pandemics. Additionally, driver or community protests could negatively impact driver perception of us and our ability to recruit and maintain our base. Furthermore, social engagement applications may encroach on the offerings of transactional applications such as ours.
Any inability to maintain or increase the number of consumers or driver- or merchant-partners that use our platform or a failure to effectively develop our superapp could have an adverse effect on our ability to maintain and enhance our ecosystem and the synergies within our ecosystem, and otherwise materially and adversely affect our business, financial condition, results of operations and prospects.
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Security, privacy, or data breaches involving sensitive, personal or confidential information could also expose us to liability under various laws and regulations across jurisdictions, decrease trust in our platform, and increase the risk of litigation and governmental investigation.
Our business involves collecting, storing, processing, and transmitting a significant amount of personal and sensitive data, including those of driver- and merchant-partners, consumers, borrowers, employees, job candidates, and other third parties. We may also engage third-party vendors to collect data and other insights for use in our business. We are subject to numerous, increasingly detailed and complex, and frequently changing laws designed to protect such data, which may conflict across jurisdictions. In some jurisdictions, regulations require local data storage on local servers or impose strict restrictions on cross-border data transfers, increasing our operational costs. We may also be required to disclose personal data to public agencies in the public interest or for policy formulation, which could put us at a disadvantage if the data is repurposed or lacks adequate protection. The increasing complexity of these laws, including evolving regulations around the use of data in AI and automated decision-making, may require significant compliance costs, limit how we use data, or result in penalties for non-compliance. For more information regarding these laws, see “Item 4. Information on the Company – B. Business Overview – Regulatory Environment”. In addition to the country-specific laws and regulations, we are subject to the Payment Card Industry Data Security Standard (“PCI DSS”) with respect to the acceptance of payment cards in the various jurisdictions in which it operates. PCI DSS sets forth security standards relating to the processing of cardholder data and the systems that process such data.
We implement measures to protect sensitive and personal data in accordance with our legal and contractual obligations, but we remain subject to the risk of incidents as we have experienced in the past. We also rely on third-party service providers to process platform data and may have limited control over their security measures. Any failure on their part to prevent or mitigate security breaches or improper access to, or disclosure of, our data could be attributed to and have adverse consequences for us. Although we continue to improve internal access controls and security mechanisms by our employees, contractors and consultants, they may not be entirely effective or fully complied with internally. Periodic reviews have identified, and may in the future identify, issues requiring remediation to update our compliance functions, particularly regarding unauthorized use and disclosure, including data sharing within our group.
As an attractive target for security attacks, we face sophisticated techniques such as phishing, malware, and DDoS attacks intended to misappropriate confidential information or disrupt operations. Because these techniques are often complex and evasive, we may be unable to anticipate them or implement adequate preventative measures. Our efforts may be hindered by software bugs, employee misconduct, a rapidly evolving threat landscape, or external events like government surveillance. Any misappropriation of personal information or perceived failure of our internal controls could harm our reputation and result in regulatory actions, significant fines, and lawsuits. While we generally obtain consents for data collection, any perceived lack of transparency regarding data use, algorithmic bias, or data transfers between our entities could expose us to compliance risks. While we invest significant resources to protect against these threats, we may be subject to liability, including significant remediation costs and legal fees, exceeding our insurance coverage. Any of these risks could result in orders to cease business activities, prohibitions on taking on new users, and mandated remedial measures, which could materially and adversely affect our business, financial condition, and results of operations.
Our financial services business, including digital banking, may not ultimately be successful and could subject us to additional risks, requirements, and regulations.
We have expanded, and plan to continue to expand, our offerings, which include digital banking (primarily unsecured loans, deposits, and payment methods) and GFG’s other financial services such as payments, lending, receivables factoring, insurance distribution, captive insurance and insurance underwriting. This expansion requires educating partners, building awareness, and attracting specialized talent, while exposing us to various strategic risks, credit risks, fraud risks, capital, market and liquidity risks, operational risks, third-party risks, technology, information and cybersecurity risks, model risks, reputational risks, regulatory and compliance risks, financial crime risks and market conduct risks.
While our digital banks in Singapore and Malaysia have launched certain commercial operations, they have yet to receive approval to conduct full business activities without restrictions. As our lending business grows, we face increased exposure to credit risks. See “— Our lending business, including that of our digital banks, face credit risks.” Furthermore, as our digital banks and insurance business are in early stages, they are ramping up robust internal processes for daily operations, such as customer acquisition and service, product launches, internal reporting, risk management, and regulatory compliance. Given their novelty, these processes or any underlying AI, statistical or machine learning models may malfunction, potentially resulting in operational underperformance, financial losses, reputational damage, or regulatory sanctions.
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Our business is subject to evolving laws governing payments, banking, insurance and other financial services. We may face challenges in maintaining necessary licenses or adapting to additional regulatory requirements imposed on these services. For example, in Indonesia, PT Indonusa Bara Sejahtera, trading as OVO Finansial, our P2P lending company, is required to cap any funding provided by a single funding provider and its affiliates at 25% of its total funding position at the end of each month. This 25% cap does not apply where the funding provider is a financial institution (e.g., banks, finance companies), in which case a higher cap of 75% applies. Following the enforcement of this requirement, we have taken measures to comply with the funding cap. However, Indonesian regulatory authorities may deem these measures to be insufficient and impose administrative sanctions on OVO Finansial. Regulators in Singapore and Malaysia are monitoring and/or reviewing “buy now, pay later” offerings, which could lead to future curbs. We are subject to regulatory examinations in applicable markets, where regulators could allege violations or view our continued participation in the markets as an overseas company undesirable, and impose sanctions or withdraw our licenses.
We also maintain relationships with major credit card providers and banks. Contractual disputes or joint venture issues could result in the restriction or withdrawal of these essential services. While our financial services have historically relied significantly on our deliveries and mobility segments, future growth depends on our ability to continue to grow its use outside our deliveries and mobility segments. As a new entrant in the financial services industry, we face intense competition. See “—Risks Relating to Our Business and Industry—We face intense competition across the segments and markets we serve” for a discussion of competition faced by our financial services business.
Any failure to manage these risks could materially and adversely affect our business, financial condition, results of operations and prospects.
Our lending business, including that of our digital banks, face credit risks.
The success of our lending business depends on the effective management of credit risks. Credit risks may be affected by (i) changes in the political, economic, or social environment, (ii) volatility in financial markets resulting from banking system disruptions, or (iii) shifts in interest rates, consumer behavior, and regulatory requirements. Our ability to assess creditworthiness may be impaired if our risk management strategies or policies are ineffective. If our assessments, assumptions, or expectations regarding these factors prove inaccurate, or if the quality of our loan portfolio deteriorates, we may be required to increase provisions for credit losses and become exposed to higher liquidity risks. Furthermore, as our loan portfolio grows, the amount of non-performing loans may increase, which could materially and adversely impact our results of operations and financial condition.
Determining our allowance for credit losses requires many assumptions and complex analyses. If our estimates are not correct, our business may be adversely affected.
We maintain reserves for credit risks based on our assessment of expected credit losses within our loan portfolios. This allowance is calculated by analysing historical loss experience adjusted for forward-looking economic factors and specific receivable risks. We determine these allowances on an aggregate basis for borrower segments with similar risk profiles. However, the factors used to assess credit risk may be based on limited historical data or factors beyond our control, and we may be unable to accurately predict the creditworthiness of a borrower due to inaccurate assumptions.
The process of determining the allowance for credit losses is judgmental and subject to uncertainties. Future changes in economic conditions, borrower behavior or regulatory environment could necessitate adjustments to our allowance for credit losses. If the quality of our loan portfolio deteriorates or actual losses exceed our estimates, we may be required to increase our provisions, which may adversely affect our business, results of operations, and financial condition.
If our collection efforts on delinquent loans are ineffective or unsuccessful, the performance of our loans would be adversely affected.
Our ability to effectively manage and collect on outstanding loans may affect the performance of our lending business. We may fail to timely identify or mitigate exposure to borrowers at risk of default. Collection success is largely dependent on a borrower’s financial stability, which can be negatively impacted by a number of factors, including macroeconomic shifts or personal circumstances such as job loss, illness, or bankruptcy. Furthermore, recessionary pressures or market volatility may increase the number of borrowers seeking protection under bankruptcy or debtor relief laws. If a borrower defaults, the internal or third-party collection resources we deploy may not be successful. Additionally, any actual or perceived misconduct or aggressive practices by collection personnel, or failure to comply with relevant laws and regulations, could damage our reputation and subject us to fines or other penalties.
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Improper, dangerous, illegal, fraudulent or otherwise inappropriate activity by consumers or driver- or merchant-partners or other third parties could harm our business and reputation and expose us to liability.
Due to the breadth of our operations that span a wide variety of consumers, driver- and merchant-partners and other third parties in over 900 cities in Southeast Asia, we are exposed to potential risks arising from actions by a wide variety of persons over whom we have no control. Although we have implemented measures to ensure safety and protect our business, these may not be effective. Any such actions may result in adverse consequences, including property damage, injuries, fatalities, business interruption, brand damage, loss of revenue, or significant liabilities.
Our qualification processes in place for the driver- and merchant-partners, including background checks, may not reveal all relevant information or capture events occurring after the process is complete. In certain jurisdictions, information may be limited by law, and we (or our third-party providers) may fail to conduct these processes adequately. We do not independently test the driving or other relevant skills of our partners, and an absence of past negative records does not guarantee future appropriate behavior. For example, in Cambodia, most of our two- and three-wheel driver-partners do not obtain (and in certain cases are not required to obtain) driver’s licenses. Similarly, merchant-partners in some jurisdictions may not be required to obtain food hygiene certificates or may be subject to limited regulatory oversight.
In our mobility and financial services businesses, improper activities, including fraudulent sales, money laundering, bank fraud, or the sale of restricted products, may discourage users from continuing to use our platform. Regarding our loan products, incorrect or fraudulent applicant information may lead to inaccurate credit decisions. Furthermore, sophisticated fraud methods, such as large-scale scam operations, phishing, and the use of AI or deepfakes, are a growing problem in Southeast Asia. These may result in large financial losses for our digital bank customers, which in turn may cause financial losses to our digital banks if customers cannot repay loans. The near real-time nature of our online financial services adds complexity to preventing, detecting, and recovering these fraudulent transactions.
Any of the foregoing activities, whether or not caused by or known to us, could materially and adversely affect our business, financial condition, results of operations and prospects.
We are subject to risks associated with strategic alliances and partnerships.
We have entered into strategic alliances and partnerships with third parties and may continue to do so in the future. These arrangements include joint ventures and minority equity investments, such as our Digital Banking JV with Singtel and partnerships with strategic investors such as Mitsubishi UFJ Financial Group Inc. (“MUFG”) for certain digital financial services and Toyota for certain driver-related services. Such alliances subject us to various risks, including the sharing of proprietary information, non-performance of obligations, disputes over strategic or operational decisions, increased expenses, the need to capitalize joint venture entities, and reputational or litigation risks.
Furthermore, some agreements contain exclusivity or non-compete provisions that restrict our ability to operate in certain market segments or provide services outside the partnership. Restrictions may also be imposed by regulations or in connection with the digital full bank license. While we believe these alliances benefit us, such restrictions could adversely impact our growth prospects.
Additionally, we have entered into agreements regarding the Digital Banking JV that allow Singtel to swap all (but not a portion) of its shares in the joint venture for Class A Ordinary Shares or shares of GFG under certain conditions, such as a public offering. If Singtel exercises this swap right, we will experience dilution in GHL or in our ownership of GFG. For further information on dilution risks, see “—Risks Relating to Our Corporate Structure and Doing Business in Southeast Asia—We may issue additional securities without shareholder approval in certain circumstances, which would dilute existing ownership interests and may depress the market price of our shares”.
Our operation of digital banking in Singapore, Malaysia and Indonesia through joint ventures is subject to risks.
GXS Bank, operated by our Digital Banking JV in Singapore, has been conducting restricted business activities since September 2022 and has since expanded its operations. The Digital Banking JV must comply with ongoing banking regulations, including the MAS requirement that it remain anchored in Singapore, controlled by Singaporeans and headquartered in Singapore. While we have aligned our corporate governance with the MAS expectations, the MAS may, at its sole discretion, determine that future events cause the joint venture to no longer meet these requirements. Such a determination could result in the suspension or revocation of our digital full bank license, failure to obtain approval for full business activities, or other MAS-mandated actions. This could require us to sell or transfer existing shares in the Digital Banking JV to, or enter into proxy arrangements with, or could require the Digital Banking JV to issue new shares to, the joint venture partner, Singtel, or other Singapore citizens or entities.
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Furthermore, holders of digital full bank licenses must maintain SGD 1.5 billion ($1.2 billion) in minimum paid-up capital and capital funds, and additional capital for losses as determined by the MAS. Consequently, our shareholders agreement with Singtel includes a total capital contribution obligation by us and Singtel of up to SGD 1.93 billion ($1.5 billion). We believe both parties have sufficient resources and have demonstrated to the MAS their ability to meet these funding obligations. However, we are obligated to indemnify Singtel against certain losses resulting from our breach of capital undertakings, regulatory violations, or license revocation, and must indemnify bank customers against shortfalls in non-bank deposits. Additionally, upon certain events of default before 2025, such as a change of control of GFG, Singtel may, subject to regulatory approval, require us to purchase its Digital Banking JV shares at a 20% premium over fair market value or allow them to purchase our shares at a 20% discount to fair market value.
Our expansion into Malaysia via GXBank (a six-way joint venture) and Indonesia via PT Super Bank Indonesia Tbk (a five-way joint venture) (which is and in which we have less than 50% equity interest and is a publicly listed company in Indonesia since December 2025) introduces further complexities. These multi-partner arrangements increase risks related to the non-alignment of partner interests, potential funding failures, partner insolvency, and local political risks associated with foreign ownership. Additionally, we face regulatory risks if any joint venture partner fails to meet local regulators’ ongoing expectations as qualifying shareholders of a bank.
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The expansion of our digital banking business regionally may cause our other group companies to be designated as financial holding companies and subject them to additional compliance, reporting and capital obligations.
Regional expansion of our digital bank business brings its own risks and the potential for regulatory or contractual difficulties in one country to negatively impact the operations of the banks in the other countries. As with Singapore, both the Malaysian and Indonesian regulatory authorities require a series of indemnities, and depositor protection structures to be implemented which obligations could ultimately impact the wider Grab group. While we participate where required in statutory depositor insurance and protection schemes, the expectation is that the nature of support and assurances given by such schemes would be secondary to reliance on Grab group’s funds.
As our digital banking business evolves, it is increasingly possible that one or more of our banking regulators would designate our other group companies as financial holding companies. The likelihood of this is also impacted by the launch in Singapore of our insurance underwriting business following the receipt of an insurance license. Such requirements would in certain jurisdictions typically result in (i) increased information reporting requirements; (ii) increased capital provision on the regulated entity or its affiliates; (iii) increased restrictions on liabilities; and (iv) requirement to abide by regulatory directions on affiliates and the foreign holding companies in addition to the actual digital banking operations. While we plan to work closely with regulators to mitigate and manage any potential negative impact of such designation, we may not be successful in reducing or managing any such negative impact.
We rely significantly on third-party cloud infrastructure services providers and software-as-a-service (“SaaS”) providers and any disruption of or interference with the use of our services could adversely affect our business, financial condition, results of operations and prospects.
Our platform is hosted within data centers provided by third-party cloud infrastructure services providers, and we use various SaaS platforms in our business operations. As the uninterrupted performance of our platform and operations is critical to our success, any system failures of such third-party providers’ services could interrupt our business. These third-party service providers are vulnerable to interruptions from factors beyond control, including, without limitation, computer viruses, denial-of-service attacks, ransomware attacks, phishing attacks, break-ins, power loss, natural disasters, software or hardware errors, crashes and other similar problems. These could result in interruptions, loss of data, or even cessations to our operations and platform services. We occasionally suffer from loss of orders or transactions due to technical failures, system delays or other interruptions on the part of those third-party service providers. Any disruptions to our business operations could adversely impact our user experience and reputation, and lead to regulatory action or compensation payments to our partners and consumers.
Furthermore, under our agreements with cloud infrastructure services providers, we are required to meet certain minimum spending commitments. If we cannot meet such commitments, we could be required to pay for the shortfall and incur additional expenses.
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We may continue to be blocked from, or limited in, providing our products and offerings in certain markets, may contravene applicable laws and regulations and may be required to modify our business model to manage our compliance.
Many markets in Southeast Asia have laws and regulations that do not sufficiently contemplate or cover all of our business activities, particularly new or disruptive models in the technology sector. As our business model, products, and operations are relatively new in these markets, the relevant laws, regulations, and their interpretations may be unclear and evolving. This lack of clarity makes it difficult to assess which licenses, permits, and approvals are necessary, or the processes for obtaining them. This mismatch between our businesses and local laws may subject us to inconsistent, uncertain, and arbitrary application of such laws and increased regulatory scrutiny.
In certain markets, we have financed and provided offerings, either directly or through others with whom we had affiliations, while still assessing the applicability of laws or considering necessary changes for compliance. Our decision to continue operating in these instances has been subject to scrutiny by government authorities. There may have been instances where we were not in compliance with applicable laws or did not have all required licenses and permits. We may proceed with business activities on a risk-weighted assumption that certain laws are invalid or inapplicable. As part of our decision-making process, we utilize a cross-functional team, including representatives from enterprise risk management, legal and compliance, public affairs, and public relations, and typically seek advice from local law firms to ensure decisions are consistent with our corporate culture and common sense.
We face specific evolving regulations in the markets in which we operate. In Thailand, a law effective July 1, 2025 categorizes GrabFood, GrabMart, and GrabExpress as regulated online delivery services and may be supplemented by pricing control regulations that could restrict our ability to adjust fees. Furthermore, Thai regulators are considering laws to regulate commissions chargeable to merchant-partners that may impact our mobility business and certain business operations in Thailand. In Indonesia, a Drug and Food Authority regulation effective July 2024 governs the online distribution of medicine. We are in the process of obtaining the required license to facilitate sales of medicines via our platform. Further, Bank Indonesia issued a new regulatory framework for the payment systems industry and a related implementing rule in late 2025. The framework introduces approval and oversight mechanisms that may affect the development of new products and activities and cooperation with third parties, as well as periodic evaluations and business plan approvals. In Vietnam, the recently adopted Law on E-commerce, to be effective on July 1, 2026, will require Grab as a marketplace platform to, among other things, e-authenticate its merchant-partners. In addition, we will be required to obtain new regulatory approvals by June 30, 2027 to continue our operations after such date, subject to further implementing guidance.
In some circumstances, we may not be aware of violations until after they occur. Where regulators find we lack required licenses or approvals or are otherwise non-compliant, we may face investigations, regulatory fines, penalties, or be required to cease operations altogether. The regulatory environment in Southeast Asia may slow our growth, and we expect to continue incurring significant costs in managing legal and regulatory matters to ensure compliance. These regulatory risks could have a material and adverse effect on our business, financial condition, results of operations and prospects.
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The proper uninterrupted functioning of our highly complex technology platform is essential to our business.
Our business depends on the performance and reliability of our system, as well as the smooth operation of mobile communications systems and internet infrastructure not under our control. This includes GrabMaps, a mapping and location-based service, that fully powers our services. Our superapp is a complex system of interoperating components and software. Consequently, events beyond our control, including computer viruses, malware, cyber and ransomware attacks, phishing, sabotage, power loss, telecommunications failures, natural disasters, or hardware/software errors, may cause service interruptions or performance degradations.
While we experience occasional small-scale disruptions affecting specific countries or business lines or temporary platform-wide disruptions, we may also face system failures that cut off or significantly reduce the speed or functionality of our platform. Although we have disaster response procedures, we and our third-party providers may lack a comprehensive business continuity framework in all instances. We are working with consultants to develop such a framework, but there is no assurance it will be implemented cost-effectively or at all, or that it will satisfy the expectations of regulators and stakeholders, including consumers and partners, regarding cybersecurity and technology requirements and business continuity management, which could impact our licensing.
Our software, including third-party or open-source code, may contain undetected errors, bugs, or vulnerabilities, some of which may only be discovered after release. Such defects, system misconfigurations, or unintended interactions could result in regulatory non-compliance, allow for fraudulent exploitation by third parties, or cause downtime that reduces our platform’s attractiveness. If our prevention measures are unsuccessful, we may incur losses from these activities.
Disruptions in internet infrastructure or a failure of telecommunications network operators could also affect the speed and availability of our platform. Furthermore, our operations rely on virtual private network access in certain jurisdictions and various third-party applications for internal communications and work processes. Disruptions to these services could cause business interruptions. We have no control over the costs of national telecommunications services; increased mobile internet fees could decrease consumer traffic and significantly reduce our revenue. As our platform becomes more complex and user traffic increases, maintaining and improving availability, especially during peak times, may become increasingly difficult. If our platform is unavailable, slow, or faces capacity constraints, users may migrate to competitors, adversely affecting our ecosystem and usage frequency. Failure to effectively address capacity constraints or upgrade our network architecture could significantly disrupt operations, impact user satisfaction, damage our reputation, and subject us to liability, which could materially and adversely affect our financial condition, results of operations and prospects.
Our business depends upon the interoperability of our superapp and platform with different devices, operating systems and third-party software that we do not control.
A critical feature of our platform is its broad compatibility across various devices and operating systems, such as iOS and Android, and a range of third-party applications. However, as these third-party products and mobile platforms constantly evolve, we may be unable to modify our platform to ensure continued compatibility following development changes or to effectively roll out updates to our applications on new devices. To maintain high-quality offerings, we must ensure our platform works effectively with diverse mobile technologies, systems, networks, and standards. We may not be successful in developing or maintaining the necessary relationships with key mobile industry participants to enhance the user experience. If consumers, driver-partners, or merchant-partners encounter difficulty accessing or using our applications, or if we are unable to adapt to changes in popular mobile operating systems, our platform growth and user engagement would be adversely affected. Any such loss of interoperability could materially and adversely affect our business, financial condition, results of operations and prospects.
Furthermore, we depend on third parties maintaining open marketplaces, including the Apple App Store, Google Play, and Huawei AppGallery, which make our superapp and other apps available for download. We cannot assure you that these marketplaces will maintain their current structures or that they will not charge us fees to list our applications. If any such marketplaces cease making our superapp or other apps available, this would have a material adverse effect on our business. In addition, we rely upon certain third parties to provide software or application programming interfaces (“APIs”) that are currently important to the functionality of our products. If such third parties cease to provide access on attractive or reasonable terms, or fail to provide the most current versions, we may be required to seek comparable solutions that may be more expensive, inferior, or difficult to replace. Any such changes to or unavailability of third-party software or APIs could materially and adversely affect our business, financial condition, results of operations and prospects.
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If we do not adequately protect our intellectual property rights, or if third parties claim that we are misappropriating the intellectual property of others, we may incur significant costs and our business, financial condition, results of operations and prospects may be adversely affected.
Our brand value and technology are core assets protected through a combination of intellectual property and contractual rights, including patents, trademarks, copyrights, trade secrets, and various non-disclosure or invention assignment agreements. However, these efforts may not be sufficient or effective as in certain jurisdictions effective protection is unavailable. It may be possible for third parties to copy or reverse-engineer our products, use our website content without authorization, or acquire similar domain names and trademarks that diminish our proprietary value. Legal and contractual remedies available to us may not adequately compensate us.
We primarily rely on copyrights and confidential information, such as source code and trade secrets, to protect our core technologies rather than registered rights like patents. This strategy may make it more difficult to protect our technology against infringement and could increase the risk of third-party infringement actions against us. Furthermore, registering intellectual property globally is costly and subject to challenge. Consequently, we may choose to limit future registrations. We may be unable to detect infringement, and any enforcement efforts, even if successful, may be time-consuming, expensive, and divert management’s attention. Additionally, competitors may independently develop equivalent or superior technology.
As our business grows, competition increases and adoption of AI deepens, we face a higher risk of receiving notices claiming we have infringed upon third-party rights, including risks arising from shared intellectual property within strategic alliances. Any such claims, regardless of merit, could result in expensive litigation, damage to our brand goodwill, or significant liability for damages. Adverse outcomes may require us to stop using certain technologies, content, business methods or branding, or force us to seek licenses that may not be available on commercially reasonable terms, or at all. If licenses are unavailable or alternative technologies, content, business methods or branding business methods cannot be developed, we may be prevented from operating in certain jurisdictions or forced to pay significant royalties, materially harming our ability to compete and our business.
We may not be able to make acquisitions or investments, or successfully integrate them into our business.
As part of our business strategy, we regularly pursue strategic transactions, including investments, alliances, partnerships, joint ventures, and acquisitions of businesses, technologies, and assets that we believe will complement or grow our business. For example, in 2022, we acquired a majority economic interest in Jaya Grocer. In 2025, we acquired a majority economic interest in Everrise, Validus Capital, a digital SME lending platform in Singapore, and Infermove, a Chinese AI robotics company. In early 2026, we agreed to acquire Stash Financial, Inc., a digital investing platform in the U.S. (the completion of which remains subject to regulatory approvals and other customary closing conditions).
These transactions involve numerous risks, including, among others:
•intense competition for suitable targets and partners, which could increase prices and adversely affect our ability to consummate deals on favorable or acceptable terms;
•complex technologies, terms and arrangements, which may be difficult to implement or manage;
•failures or delays in closing transactions;
•difficulties integrating brand identity, technologies, operations, existing contracts, and personnel, or effectively implementing our corporate and compliance policies;
•failure to realize anticipated returns on investment, benefits, or synergies;
•exclusivity provisions that may limit our access to business opportunities in certain jurisdictions;
•failure to identify liabilities shortcomings or challenges of a target, including issues related to business, assets, intellectual property, cybersecurity, regulatory compliance, litigation, contracts, accounting practices or employees;
•expanding into business activities where we have limited or no experience;
•failure to retain key employees and preserve institutional knowledge;
•regulatory risks, including failure to obtain timely approvals or meet restructuring requirements;
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•regulatory changes that require adjustments to our business or shareholding or rights in relation to subsidiaries or joint ventures;
•financial risks, including the use of cash, incurrence of debt (which may also restrict our business), or shareholder dilution from the issuance of equity or other securities;
•adverse reactions to acquisitions by investors and other stakeholders; and
•distraction of management from executing our existing roadmap due to the bandwidth required for negotiation and integration.
If we fail to address these risks or successfully manage such transactions, our business, financial condition, results of operations and prospects could be materially and adversely affected.
Any failure by us or our third-party service providers to comply with applicable anti-money laundering (“AML”) or other related laws and regulations could damage our business, reputation, financial condition, and results of operations.
Our payment and financial services activities may be governed by complex and evolving laws in various jurisdictions, including those relating to banking, privacy, money transmission, AML, counter-terrorist financing, electronic funds transfers, systemic integrity risk assessments, cybersecurity of payment processes, proliferation financing, import and export restrictions, and consumer protection. These activities may be susceptible to illegal uses, such as money laundering, terrorist financing, fraudulent sales, and payments to sanctioned parties. Furthermore, jurisdictions where we allow cash payments raise additional legal and operational concerns and may increase our compliance risks.
As we expand our businesses, offer new payment options, or evolve our operations, we may become subject to additional laws and regulations requiring continued investment in regulatory compliance, risk assessments and internal controls. Government authorities may scrutinize or seek to bring actions against us if our systems are used for improper or illegal purposes or if our risk management is deemed inadequate. Any historical or future non-compliance could subject us to significant civil or criminal penalties, fines, forfeiture of assets, and higher transaction fees. Additionally, we may be prohibited from processing online payments or forced to change our service model, making our platform less attractive to users. Such enforcement actions, costs, reputational harm, or limits on our ability to expand could materially and adversely affect our business, financial condition and prospects.
We rely on our partnerships with financial institutions and other third parties for payment processing infrastructure and for the provision of services through our platform.
The convenient payment mechanisms provided by our superapp and platform are key factors contributing to the development of our business. We rely on strategic partnerships with financial institutions such as Visa and Mastercard and third parties such as Adyen and Stripe to process and remit payments to and from consumers and driver- and merchant-partners. Although we may develop in-house payment processing capabilities, we will likely continue to rely on these strategic partnerships and third-party services. If these companies become unwilling or unable to provide these services on acceptable terms, or if we are forced to migrate to other providers, our business would be disrupted by a transition requiring significant time and management resources.
For certain payment methods, we pay significant costs in interchange, processing, and gateway fees. As online payment providers face pressure to pay increased fees to banks, they may pass these increased costs to us. If these fees increase over time, our operating costs will rise, which could materially and adversely affect our business, financial condition, results of operations and prospects. Furthermore, failures or declines in the quality and convenience of our payment processing infrastructure could cause driver- and merchant-partners to lose trust in our operations and migrate to competitors.
Additionally, we must comply with payment card network operating rules. These networks may adopt new rules or reinterpret existing ones in ways that are costly, difficult to follow, or prohibit us from providing certain services. Failure to comply may subject us to fines, higher transaction fees, or the loss of our ability to accept online payments. We have also agreed to reimburse our third-party payment processor for any reversals, chargebacks, and fines assessed due to rule violations. Finally, to the extent that driver-partners, merchant partners and other third parties, such as insurance companies and financial institutions, use other means to reach consumers instead of our platform, our business could be adversely impacted.
Any of the foregoing risks could adversely affect our business, financial condition, results of operations and prospects.
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Changes in, or failure to comply with, competition laws could adversely affect us.
Competition authorities closely scrutinize us. Antitrust regulators in Southeast Asia and elsewhere are taking a greater interest in potential abuses of market power, anti-competitive agreements, and transactions that lead to substantial lessening of competition or entrenching or strengthening a dominant position, involving big technology companies. If one jurisdiction imposes or proposes to impose new requirements or restrictions on our business or transactions, other jurisdictions may follow suit, which could result in adverse publicity, significant fines, or prevent the implementation of transactions, whether or not valid or subject to appeal.
In Singapore, the Competition and Consumer Commission of Singapore (“CCS”) has identified digital markets as a focus and has increased scrutiny in the online food delivery, ride-hailing and virtual kitchen sectors. If the CCS determines our arrangements with merchant-partners are harmful to competition, they may take enforcement action against us. On the market-consolidation front, in July 2024, following a provisional decision by the CCS that our proposed acquisition of Trans-cab Holdings Ltd was likely to entrench and strengthen our dominant position in the ride-hailing market, and result in a substantial lessening of competition in the ride-hailing market, we terminated the acquisition and withdrew our application for merger approval. CCS had also, in 2024, issued interim measures directions on us in response to speculation of a possible transaction in the online food delivery market.
In the Philippines, the Philippine Competition Commission (“PCC”) cleared our 2018 acquisition of Uber’s Southeast Asian business subject to voluntary commitments but later imposed a fine of approximately PHP 56.5 million ($1.0 million) for violating pricing and service quality commitments. Although we have been released from the voluntary commitments, the PCC is still reviewing past compliance reports and we and the PCC agreed to appoint a third-party monitor to complete this review. Depending on the monitor’s findings, we may be prohibited from implementing planned incentives or face further fines. We also faced an adverse decision issued by the Philippine Court of Appeals, which became final in February 2024, for alleged violations of interim measures previously ordered by the PCC. While this is subject to further proceedings before the PCC, if affirmed, the PCC may impose an additional PHP 12 million ($200,000) in fines and penalties.
In Malaysia, the Malaysia Competition Commission (“MyCC”) issued a proposed decision in October 2019 alleging that we abused our dominant position by imposing restrictive clauses on driver-partners, including restrictions on promoting competitors’ products and providing advertising services to third-party enterprises. MyCC proposed a fine of approximately MYR 86.8 million ($21.4 million) and a fine of MYR 15,000 ($4,000) for each day of failure to take remedial actions as directed by MyCC. We believe we had complied with these directions and should not be subject to the daily fines and initiated a judicial review. The High Court issued a ruling that quashed the fines, and MyCC appealed to the Court of Appeal. Ultimately, the Court of Appeal dismissed the appeal and the Federal Court further denied MyCC’s application for leave to appeal, which effectively ended the case. However, we cannot assure you that MyCC will not hand down similar or other decisions adverse to us in the future.
Elsewhere, the Trade Competition Commission Thailand (“TCCT”) is actively examining compliance complaints in the online delivery and mobility markets. In Indonesia, the Business Competition Supervisory Commission (“KPPU”) is enforcing Law No. 20/2008 regarding the fairness of partnerships between large and medium enterprises on the one side and small and micro enterprises on the other. In 2024 and 2025, KPPU investigated our partnership arrangements with driver-partners for (i) GrabExpress and GrabFood delivery and (ii) special rental transportation with other ride-hailing applicators. In addition, KPPU has initiated proceedings regarding a cartel allegation involving the determination of P2P interest rates by the Indonesian Fintech Peer-to-Peer Funding Association (“AFPI”), of which our relevant subsidiary is a member. The proceedings are still ongoing and we cannot assure you that the outcome of the proceeding will be favorable or will not result in negative consequences.
Furthermore, governmental agencies and regulators may prohibit future acquisitions or combinations, re-evaluate past transactions, require the divestiture of certain assets, or impose restrictions that limit our operations and contractual relationships. For example, our pricing model, including dynamic pricing, could be challenged or limited in emergencies and capped in certain jurisdictions or become the subject of litigation and regulatory inquiries. As a result, we may be forced to change our pricing model in certain jurisdictions, which could harm our revenue or result in a sub-optimal tax structure.
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Our growing use of AI and machine learning may present additional risks, including risks associated with algorithm development or use, the data sets used, and/or a complex, developing regulatory environment.
Our growing use of AI and machine learning in our offerings presents additional risks inherent in its use. AI algorithms or automated processing of data may be flawed and datasets may be insufficient or contain biased information, which can create inaccurate or discriminatory outcomes. These deficiencies could undermine the decisions, predictions, or analysis AI applications produce, subjecting us to competitive harm, legal liability, and reputational harm. Furthermore, AI algorithms may use third-party AI with unclear intellectual property rights, and the ownership of generative and other AI output has not been fully interpreted by courts or regulations. AI use or management by us or others, including decisions based on automated processing or profiling, inappropriate data practices or insufficient disclosures regarding AI and machine learning, could subject us to lawsuits, regulatory investigations, or negative impacts to the value of our intellectual property. Additionally, the countries in which we operate may consider comprehensive legal compliance frameworks for AI, similar to those established by the European Commission. In Vietnam, the National Assembly passed the Law on Artificial Intelligence, which will come into effect in March 2026. Any actual or perceived failure to comply could have an adverse impact on our business. The rapid evolution of AI may also require us to allocate additional resources to implement AI ethically and make costly investments in proprietary datasets and machine learning models.
Unfavorable media coverage could harm our business, financial condition, results of operations and prospects.
We are the subject of regular media coverage. Unfavorable publicity regarding, among other things, our business model or offerings, user support, technology, platform changes, platform quality, privacy or security practices, regulatory compliance, financial or operating performance, accounting judgments, management team, or public communications made by us or related parties could adversely affect our reputation. Such negative publicity, which is increasingly amplified by social media and the prevalence of fake or unsubstantiated news, could diminish the size of our network and the loyalty of our consumers and driver- and merchant-partners. Additionally, negative publicity related to our brand partners or influencers may damage our reputation, even if unrelated to us. Furthermore, negative coverage could draw increased regulator attention, leading to regulatory actions or new laws that adversely impact our business, financial condition, results of operations and prospects.
We rely on third-party background check providers to screen potential driver-partners and they may fail to provide accurate information.
All potential driver-partners must undergo security and safety screening background checks before qualifying for our platform. We rely on third-party providers in most markets to provide criminal and driving records to identify individuals who are unqualified under applicable law or our internal standards. Our business may be adversely affected if these providers fail to meet their contractual obligations, our expectations, or legal requirements. If the background checks are inaccurate, unqualified drivers may be permitted on our platform, compromising the safety of consumers and merchant-partners. Conversely, inaccurate checks may inadvertently exclude qualified drivers.
We are subject to numerous laws and regulations regarding background checks, and we or our third-party background check providers may fail to comply with these requirements. In addition, background check qualification processes may be limited by local laws, and our third-party providers may fail to conduct such background checks adequately or disclose information that could be relevant to a determination of eligibility. Furthermore, if a provider terminates its relationship with us, we may face difficulties onboarding sufficient driver-partners to meet demand while seeking an alternative partner. Any negative publicity related to our providers, including actual or perceived safety incidents or data breaches, could further damage our reputation and lead to increased litigation or regulatory exposure. Any of these risks could adversely affect our business, financial condition, results of operations and prospects.
Our company culture has contributed to our success and if we cannot maintain and evolve our culture as we grow, our business could be materially and adversely affected.
We believe that our company culture, which was founded on the principle of creating a triple bottom line business by delivering financial performance and social impact at the same time and promoting the values of heart, hunger, honor and humility, has been critical to our success. We face a number of challenges that may affect our ability to sustain our corporate culture, including:
•staying true to our values and withstanding competitive pressures to move in a direction that may divert us from doing so;
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•maintaining appropriate alignment between our values and the fiduciary duties that our directors have under Cayman Islands law to act in the best interests of the company;
•failure to identify, attract, reward, and retain people in leadership positions in our organization who share our values;
•negative perception of our treatment of employees, consumers or driver- and merchant-partners; and
•maintaining our culture while integrating new personnel and businesses as we grow.
If we are not able to maintain and evolve our culture, we may not be able to attract employees, consumers, driver and merchant-partners and business partners or may fail to maintain and grow our business, which would materially and adversely affect our financial condition, results of operations and prospects.
We depend on talented, experienced and committed personnel, including engineers, to grow and operate our business, and if we are unable to recruit, train, motivate and retain qualified personnel, particularly in the technology sector, our business, financial condition, results of operations and prospects may be materially and adversely affected.
Our ability to succeed depends on recruiting, training, and retaining high-quality management, operations, engineering, and other personnel who are in high demand and are attractive targets for our competitors. Our senior management, mid-level managers and technology sector employees, including engineers, data scientists and analysts, cybersecurity specialists, product managers and designers, are instrumental in executing our business plans and supporting our business operations and growth. We face particularly acute competition for the technology sector and research and development employees in certain markets, and we depend on the continued services and performance of our executive officers. Any decrease in their involvement or the unexpected departure of key personnel could result in the loss of vital institutional knowledge and industry experience, adversely affecting our business. While our contracts include non-compete clauses, these may be deemed unenforceable under applicable law.
To attract talent, we use equity and cash incentives. However, these measures may be insufficient if our stock value does not meet expectations or if local laws restrict such grants. As demand in the technology sector intensifies, we may be required to offer significantly higher compensation and manage higher turnover rates, increasing our time, resources and expenses. without a guaranteed return on these investments. Furthermore, our ability to maintain a talent pool at desired compensation and cost levels may be limited by government stance and policies, which at times may favor local nationals over foreign talent. External factors, such as pandemic or other disease outbreak, related travel restrictions or mandatory remote work, could also harm our recruitment efforts and impact productivity. Finally, employee activism over social, political or other matters could impact our internal relations and our ability to retain talent.
Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved could expose us to monetary damages or limit the ability to operate our business.
We have been, are, and may in the future be involved in private, collective, and class actions, investigations, and various other legal proceedings involving driver- and merchant-partners, consumers, employees, commercial partners, competitors, government agencies or other third parties. These matters relate to, for example, personal injury, property damage, wrongful acts, subrogation, employment or labor disputes (such as wrongful termination), consumer complaints, contractual disputes, and regulatory inquiries regarding compliance with competition and data privacy regulations. We may also be held jointly responsible for claims against third parties offering services through our platform. The results of such litigation are inherently unpredictable, and any claims, whether meritorious or not, can be expensive, time-consuming, and harmful to our reputation, requiring significant management time and corporate resources. Adverse determinations or settlements could force us to change our business operations, materially affecting our financial condition, results of operations and prospects.
To streamline dispute resolution, we regularly include arbitration, mediation, or specialized tribunal provisions (such as the Small Claims Tribunal in Singapore) in our terms of service. While these methods can in some cases be faster and less costly than litigation in court, they may become more costly for us, the volume of cases may become burdensome, or they may subject us to reputational risk due to increasing public scrutiny of these provisions. Consequently, we may voluntarily or be required to limit our use of these provisions, potentially increasing our litigation costs and exposure.
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In December 2018, we were assessed approximately PHP 1.4 billion ($23.8 million) in the Philippines for alleged local business tax deficiencies, which was settled for PHP 50 million ($849,000) in May 2025. Additionally, in 2023, the PCC imposed fines totaling PHP 9 million ($153,000) for allegedly violating orders to return PHP 25.45 million ($432,000) to customers and providing incorrect and misleading information in the compliance reports that have been submitted with respect to the said refund orders. For additional details of certain legal proceedings involving us, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings.” We may also be exposed to securities litigation. See “—Risks Relating to the Company’s Securities—We and certain of our current and former directors or officers have been, and in the future may be, subject to securities litigation, which is expensive and could divert management attention.”
Any disputes or future disputes could subject us to negative publicity, divert management’s time and attention, involve significant costs and otherwise materially and adversely affect our business, financial condition, results of operations and prospects.
We use debt, including the Notes, to fund our business and may in the future incur additional indebtedness. Our payment obligations under such indebtedness may limit the funds available to us, and the terms of our debt agreements may restrict our flexibility in operating our business.
As of December 31, 2025, we had total outstanding indebtedness of $1.8 billion, including the Notes in an aggregate principal amount of $1.5 billion. Subject to the limitations in the terms of our existing and future indebtedness, we may incur or secure additional indebtedness or refinance existing indebtedness to finance our operations. However, such financing may not be available on attractive terms, or at all. Macroeconomic factors, such as increased interest rates, would adversely affect our ability to secure debt and would result in higher interest payments.
During periods of interest rate hikes, such as those in 2022 and 2023, we may use capital management and interest rate derivatives to mitigate increases in interest rates, but we may still be required to use a substantial portion of our cash flows from operations to pay interest and principal. Such payments reduce funds available for working capital, capital expenditures, expansion plans, and other investments. This may limit our ability to implement our business strategy, heighten our vulnerability to economic downturns, and prevent us from taking advantage of business opportunities. We cannot assure you that our business will generate sufficient cash flow from operations or that future financing will be available in amounts sufficient to meet our debt service obligations or fund operations.
In addition, holders of the Notes have the right to require us to repurchase their Notes on June 15, 2028, and upon the occurrence of a fundamental change, in each case at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of the Notes surrendered therefor or redeem the Notes. In addition, our ability to repurchase or redeem the Notes may be limited by law, by regulatory authority or by agreements governing our current or future indebtedness. Our failure to repurchase the Notes or pay the redemption price at a time when the repurchase or such payment is required by the indenture governing the Notes would constitute a default under the indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing our existing indebtedness and could also lead to a default under agreements governing our future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase or redeem the Notes.
Furthermore, future debt financing could involve restrictive covenants relating to capital-raising and financial or operational matters, making it more difficult for us to obtain additional capital to pursue business opportunities, including potential acquisitions or divestitures. Any default under our debt arrangements could require immediate repayment and limit future financing, while a downgrade of our credit ratings may further increase costs or decrease the availability of capital.
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Increases in fuel, food, labor, energy, and other costs could adversely affect us.
Factors such as inflation and rising costs for fuel, vehicle acquisition or maintenance, food, labor and employee benefits, rent, and energy can increase the operating expenses of our driver- and merchant-partners. Many of these factors are beyond our or our partners' control. For example, geopolitical conflicts, including Russia’s military actions in Ukraine and the Israel-Hamas war, have previously driven up fuel prices in certain countries where we operate. Such cost increases may cause driver-partners to spend less time providing services on our platform or seek alternative income, while merchant-partners may pass these costs to consumers through higher prices. Ultimately, a decreased supply of driver- and merchant-partners or increased prices for consumers can reduce demand for our services, which would harm our business, financial condition, results of operations and prospects.
We may experience fluctuations in our operating results.
Our operating results are subject to seasonal fluctuations caused by a variety of factors, some of which are beyond our control. Revenue is typically lower in the first quarter of each year due to regional holidays, such as the Lunar New Year, and other holiday periods where demand for mobility offerings declines. Similarly, our revenue is impacted by holidays such as Christmas, the solar New Year, and the fasting month of Ramadan, which affects both driver-partner supply and demand for deliveries and mobility offerings. Weather conditions, including flooding during the rainy season in markets like Indonesia, the Philippines, and Vietnam, also contribute to these seasonal shifts in our operating results.
In addition to seasonality, our operating results may fluctuate based on our ability to attract and retain platform users, manage competition, expand into new or existing markets, and effectively maintain and manage growth rates. Other contributing factors include our ability to keep pace with technological changes, shifts in governmental regulations, potential harm to our brand or reputation, and other risks described elsewhere in this annual report. Our fast-paced growth has made, and may in the future make, these fluctuations more pronounced and harder to predict, which could prevent us from accurately forecasting our operating results.
We are exposed to fluctuations in currency exchange rates.
We operate in multiple jurisdictions, which exposes our financial results, which we report in U.S. dollars, to the effects of fluctuations in currency exchange rates. We earn revenue denominated in Singapore Dollars, Indonesian Rupiah, Thai Baht, Malaysian Ringgit, Vietnamese Dong, and Philippine Pesos, among other currencies. A substantial majority of our revenue is denominated in emerging markets currencies, and because fluctuations in the value of these currencies are not necessarily correlated, there can be no assurance that our results of operations will not be adversely affected by such volatility. We have entered into certain hedging arrangements to manage foreign currency translation. However, such activity is inherently risky and may not completely eliminate fluctuations in our operating results. These arrangements could expose us to additional risks, and we cannot assure you that movements in foreign currency exchange rates will not have a material adverse effect on our business, financial condition, results of operations and prospects in future periods.
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We track certain operating metrics with internal systems and tools and do not independently verify such metrics. Certain of our operating metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation.
We track certain key operating metrics, including, among others, GMV, MTUs, partner and consumer incentives, registered driver-partners, and cohort data, using internal systems and tools that are not independently verified by third parties. These metrics may differ from estimates published by third parties due to variations in sources, methodologies, or assumptions. Our internal systems and tools have inherent limitations, and our tracking methodologies may change over time, which could result in unexpected changes to our metrics. If these systems and tools undercount or overcount performance, or contain algorithmic or technical errors, the data we report may be inaccurate.
Furthermore, the accuracy of our metrics is subject to inherent challenges, such as fraudulent activity or consumers maintaining multiple accounts in violation of our Terms of Service. While we implement measures to detect and prevent this behavior, multiple account usage may cause us to overstate the number of consumers on our platform. Any real or perceived inaccuracies in our metrics could adversely affect our reputation and business. Additionally, errors in how we measure data may impair our understanding of our business and negatively affect our long-term strategies. If our operating metrics are not accurate representations of our business, or if investors perceive them as such, our business, financial condition, results of operations and prospects could be materially and adversely affected.
Our use of “open source” software under restrictive licenses could adversely affect our ability to commercialize our proprietary code, result in a loss of our intellectual property rights, and subject us to disputes.
We have incorporated certain third-party “open source” software (“OSS”) or modified OSS into elements of our proprietary code base to develop our platform. While we generally use "permissive" licenses which are designed to be compatible with our use and commercialization goals, we also utilize some OSS under "restrictive" licenses. Under these restrictive terms, we could be required to release to the public the source code of certain elements of our proprietary software which: (i) incorporate OSS or modified OSS in a certain manner; and (ii) have been conveyed or distributed to the public, or which the public interacts with. We may also be required to license such elements of our proprietary software to the public on the terms set out in the relevant OSS license or at no cost, allowing competitors to use our technology on an unrestricted basis or develop similar software at a lower cost. Furthermore, the increasing variety of OSS licenses often contains ambiguous terms that have not been fully interpreted by courts, creating unpredictable risks relating to the requirement to license out our proprietary software and unanticipated restrictions on our ability to commercialize our code.
The use of OSS involves greater risks than commercially acquired software, as open-source licensors generally do not provide warranties, support, indemnifications, or other contractual protections. Consequently, OSS may contain security vulnerabilities that require active management and substantial resources to remediate through re-engineering or alternative code. We could also face lawsuits challenging our use of OSS or our compliance with license terms. If unsuccessful, we may face infringement or other liabilities, be required to seek costly third-party licenses, re-engineer elements of our proprietary code base, discontinue or delay the use of our proprietary code base, or be forced to disclose certain elements of our proprietary source code. Any of these outcomes could diminish the value of our proprietary code base, limit our ability to enforce our intellectual property rights, and materially adversely affect our business, financial condition, results of operations and prospects.
Our business is subject to concentration risks.
Our deliveries, mobility and financial services segments represented 53.4%, 36.2% and 10.3%, respectively, of our revenue in the year ended December 31, 2025, 53.4%, 37.4% and 9.1%, respectively, of our revenue in the year ended December 31, 2024, and 55.5%, 36.9% and 7.5%, respectively, of our revenue in the year ended December 31, 2023. Over 85% of our revenue was derived from our deliveries and mobility segments in the year ended December 31, 2025, 2024 and 2023. As a result, if demand for deliveries and/or mobility offerings are impacted by adverse events, changes in laws or regulations, driver- and merchant-partner supply or consumer-demand based factors, our business, financial condition, results of operations and prospects could be materially and adversely affected.
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Our business depends heavily on insurance coverage provided by third parties, and we are subject to the risk that this may be insufficient or that insurance providers may be unable to meet their obligations.
Our business depends heavily on (i) insurance coverage for driver-partners and on other types of insurance for additional risks related to our business, and (ii) the ability of driver-partners to procure and maintain insurance required by law. We maintain extensive policies, including general liability, workers’ compensation, property, cybersecurity, errors and omissions, and directors and officers’ liability. In most countries, we or regulators require driver-partners to carry automobile insurance, and we often maintain additional coverage on their behalf. However, we rely on a limited number of insurance providers. Should these providers become insolvent, change policy terms adversely, discontinue coverage, or increase costs, we may be unable to secure adequate replacement coverage on reasonable terms or at all, leaving us liable for significant additional costs.
Furthermore, we face regulatory risks in countries where our business is not yet subject to specific insurance regulations, and any failure to comply with evolving requirements could harm our business. We are also exposed to claims of significant liability arising from traffic accidents, injuries, or other incidents involving driver- or merchant-partners. Regardless of the merit of such claims, investigating and defending against them can result in significant legal expenses and negative publicity, which could materially and adversely affect our business, financial condition, results of operations and prospects.
An increase in the use of credit and debit cards may result in lower growth or a decline in the use of our e-wallet.
Due to the underdevelopment of the banking industry in Southeast Asia, a significant portion of the population in these markets does not have access to credit or debit cards. In addition, many may be unwilling to use debit or credit cards for online transactions due to security concerns. Through the GrabPay wallet, consumers can make payments through our superapp. However, if the banking industry in Southeast Asia continues to develop and there is a significant increase in the availability, acceptance and use of credit cards or debit cards for online or offline payments by consumers in Southeast Asia, usage of our e-wallet could decline.
Our reported results of operations may be adversely affected by changes in accounting principles or changes in business model.
The accounting for our business is complicated, particularly in the area of revenue recognition, and is subject to change based on the evolution of our business model, interpretations of relevant accounting principles, enforcement of existing or new regulations, and changes in SEC or other agency policies, rules, regulations, and interpretations of accounting regulations. Changes to our business model and/or accounting policies could result in changes to our financial statements, including changes in revenue and expenses in any period, or in certain categories of revenue and expenses moving to different periods, may result in materially different financial results, and may require that we change how we process, analyze and report financial information and our financial reporting controls.
The use of cash for rides, deliveries, and other services on our platform raises numerous regulatory, operational, and safety concerns.
We allow consumers to pay driver-partners directly in cash for the entire fare of rides and cost of deliveries, which includes the service fee payable to us by driver-partners. Cash-paid trips accounted for 27% of our transactions in 2025, 27% in 2024 and 25% in 2023. This reliance on cash creates significant uncertainty, as collection in some jurisdictions may fall into ambiguous regulatory areas regarding banking or payments licenses. Failure to comply with these regulations, or with anti-money laundering and countering the financing of terrorism laws, could result in significant fines, penalties, or the suspension of operations. Furthermore, cash transactions increase safety and security risks for driver-partners, including robbery, assault, and other criminal acts, which have been reported in certain jurisdictions where we operate.
Operationally, establishing infrastructure to ensure we receive our correct fee on cash trips is complex. While we have created systems for driver-partners to collect and deposit cash, and for us to account for these funds, these systems are not always effective, convenient, or widely adopted. Maintaining and improving these systems requires significant resources, yet we cannot guarantee they will be effective. If our collection systems fail or driver-partners default on their payment obligations, we may be adversely affected by the inability to collect due amounts and the cost of legal enforcement. To mitigate these risks, we work with governments to drive cashless penetration and provide consumer incentives, such as GrabPay rewards and vouchers, to discourage cash use. Any failure in collection, enforcement, or regulatory compliance could materially harm our business, financial condition, results of operations and prospects.
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Our investments in autonomous vehicle (“AV”) technologies may not be successful.
We have invested in and partnered with third parties to explore the deployment of AV technologies in Southeast Asia. The AV industry is in its early stages in Southeast Asia. If our competitors, whether current or new to the region, deploy functional or advanced AV technologies before we do, or if their technologies are perceived as safer or more efficient, our competitive position could be significantly undermined. Furthermore, any failures or accidents involving AVs on our platform, or high-profile incidents involving us or our partners, could result in substantial legal liability and harm our reputation. The regulatory landscape for AVs in Southeast Asia remains fragmented and is evolving at different rates across the countries in which we operate. We may face inconsistent or restrictive regulations regarding AV testing, licensing, and data security. If we fail to comply with emerging local laws, we could face significant penalties. Also, our ability to deploy these technologies in the relevant jurisdictions may be affected, which could adversely impact our long-term growth and financial results.
We may be affected by governmental economic and trade sanctions laws and regulations that apply to Myanmar.
We are subject to economic and trade sanctions relating to Myanmar administered by various governments and international organizations, including the United States, the European Union, the United Kingdom, and the United Nations. In response to the military coup in February 2021, these bodies implemented sanctions and other restrictions targeting specific individuals and entities associated with the military and security services, government officials, and those supporting the military or repressing pro-democracy movements. These measures include prohibitions on transactions, asset freezes, travel bans, and restrictions on the export, re-export, or in-country transfer of sensitive items.
Existing and potential future sanctions, coupled with ongoing geopolitical tensions, could result in a material adverse impact on Myanmar’s economy. While our operations in Myanmar represent less than one percent of our revenue, our future prospects there could be adversely affected, potentially necessitating a market exit involving significant costs and the loss of our investment. Furthermore, despite our internal controls, there remains a risk that we have engaged or could engage in dealings with sanctioned persons. Any non-compliance with these laws or related investigations could result in claims or actions against us, materially and adversely affecting our business, financial condition, results of operations and prospects.
Our business could be impacted by environmental regulations and policies and related changes in consumer behavior and any failure on our part to meet our ESG targets.
Governments in the jurisdictions in which we operate may implement regulations and policies aimed at addressing climate change and environmental concerns, such as emission reductions, higher electrification of the automotive industry, and limitations on single-use packaging and utensils. For example, the Singapore Green Plan 2030 mandates that new registrations of diesel cars and taxis cease by 2025, with all new registrations required to be cleaner-energy models, such as electric, hybrid, and hydrogen fuel cell by 2030. While we have taken measures to increase low-emission vehicles in our rental fleet, rapid policy shifts could increase our compliance and operational costs, necessitate the purchase of new vehicles, and create financial challenges for driver-partners regarding vehicle ownership or rental.
Furthermore, increased environmental awareness may shift consumer behavior regarding mobility services or the use of single-use items in deliveries. As investors increasingly factor ESG assessments into their selection criteria, any failure to comply with environmental regulations or meet our publicly committed ESG targets could reduce our attractiveness to capital markets. Such failures may prevent certain investors from holding our securities under their internal policies, thereby adversely impacting our ability to raise funds.
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Risks Relating to Our Corporate Structure and Doing Business in Southeast Asia
In certain jurisdictions, we are subject to restrictions on foreign ownership.
The laws and regulations in many Southeast Asian markets, including Thailand, Vietnam, the Philippines, Indonesia and Malaysia, restrict foreign investment in, control over, management of, ownership of and ability to obtain licenses for entities engaged in a number of business activities. Set forth below is certain information with respect to foreign ownership restrictions relevant to our businesses in these jurisdictions. For more information, see “Item 4. Information on the Company – B. Business Overview – Regulatory Environment” and “Item 4. Information on the Company – C. Organizational Structure.”
Thailand
Pursuant to the Thai Foreign Business Act B.E. 2542 (1999) (the “FBA”), a person or entity that is “Non-Thai” (as defined in the FBA and described in “Item 4. Information on the Company – B. Business Overview – Regulatory Environment – Thailand”) cannot conduct certain restricted businesses in Thailand, including the businesses that our entities in Thailand operate, unless an appropriate license is obtained. In addition, the Civil and Commercial Code of Thailand (as amended) at the time we incorporated our Thai entities required a private company to have a minimum number of three shareholders, although starting from February 7, 2023, a private company in Thailand is only required to have two shareholders. Our deliveries, mobility and financial services businesses are each conducted through a Thai operating entity established using a tiered shareholding structure, so that each Thai entity is more than 50% owned by a Thai person or entity. As our entities in Thailand are more than 50% owned by Thai persons or entities and the FBA only consider the immediate level of shareholding (and, from FBA perspectives, no cumulative or look-through calculation is applied to determine the foreign ownership status of a company when it has several levels of foreign shareholding), these Thai operating entities are considered Thai entities under the FBA and are not required under the FBA to obtain licenses prescribed thereunder. Under the FBA, it is also unlawful for a Thai national or entity to hold shares in a Thai company as a nominee for or on behalf of a foreigner in order to circumvent the foreign ownership restrictions. While there are no prescribed requirements or criteria under the FBA or promulgated by the Ministry of Commerce of Thailand for determining whether a Thai national or entity is holding shares in a Thai company with his or her own genuine investment intent or as a nominee for or on behalf of a foreigner, the relevant authorities may follow certain guidelines, but generally may exercise discretion in making such a determination.
Under this tiered shareholding structure, our Thai operating entities (except for the newly incorporated Thai operating entity intended to operate an insurance brokerage business) are each owned by Grabtaxi Holdings (Thailand) Co., Ltd., which owns 75% of the shares of our Thai operating entities, with the balance primarily owned by one of our subsidiaries. Grabtaxi Holdings (Thailand) Co., Ltd. is owned by a Thai entity (“Thai Holding Entity 1”) holding over half of the shares of Grabtaxi Holdings (Thailand) Co., Ltd. (with the balance primarily owned by one of our subsidiaries). Thai Holding Entity 1 is in turn owned by another Thai entity (“Thai Holding Entity 2”) holding over half of the shares of Thai Holding Entity 1 (with the balance primarily owned by one of our subsidiaries). Thai Holding Entity 2 is held by a Thai national holding preference shares equivalent to more than half of the total number of shares of Thai Holding Entity 2 (with the balance primarily held by our subsidiary holding ordinary shares equivalent to slightly less than half of the total number of shares of Thai Holding Entity 2). For more information, see “Item 4. Information on the Company – C. Organizational Structure.” Pursuant to the organizational documents of Thai Holding Entity 2, our rights, which include the quorum for a shareholders meeting requiring our attendance and all shareholder resolutions requiring our affirmative vote, enable us to control our Thai operating entities and consolidate the financial results of these operating entities in our financial statements in accordance with IFRS. The preference shares of Thai Holding Entity 2 have limited rights to the return of liquidation proceeds upon the liquidation of the companies. The preference shares of Thai Holding Entity 1 have limited rights to dividends and distributions. We have also set up three other Thai holding entities adopting a similar tiered shareholding structure (with a slight difference in shareholding percentages) for the purposes of primarily holding our Thai operating entity intended to conduct an insurance brokerage business.
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Vietnam
Pursuant to the Law on Investment No. 143/2025/QH15, effective on March 1, 2026 and the Schedule of Specific Commitments in Services in Vietnam’s Commitments to the WTO, our four-wheeled mobility business in Vietnam is subject to a foreign ownership limit of 49%. Our deliveries and mobility businesses in Vietnam are conducted through a Vietnamese operating company, the shares of which are owned 49% by us, with the balance 51% held by a Vietnamese national who is a senior executive of Grab Vietnam. Through the voting thresholds in the charter and contractual arrangements with this Vietnamese shareholder, we are able to control our Vietnamese operating entity and consolidate our financial results in our financial statements in accordance with IFRS.
Philippines
Under the 1987 Constitution of the Republic of the Philippines, entities engaged in the operation of a public utility are required to be at least 60% owned by Philippine citizens. Prior to 2022, our ride-hailing and express delivery businesses in the Philippines are subject to these nationality restrictions. In 2022, Republic Act No. 11659, which amended the Public Service Act (the PSA Amendment) took effect and narrowed the definition of “public utility” to an exclusive list that does not include ride-hailing or express delivery services, and expressly provides that nationality restrictions shall not apply to public services that are not classified as public utilities. As a result, the foreign ownership restrictions that previously applied to our ride-hailing and express delivery businesses in the Philippines no longer apply. Notwithstanding the foregoing, to the extent that we engage in an advertising business in the Philippines, such activities remain subject to foreign ownership restrictions. Under the Philippine Constitution, only Philippine citizens or corporations or associations with at least 70% of the capital stock owned by Philippine citizens may engage in advertising.
Indonesia
Our payment system services business is conducted through PT Bumi Cakrawala Perkasa (“BCP”), an Indonesian entity which owns OVO. OVO is subject to an 85% foreign investment limit (based on ultimate beneficial ownership of shares) pursuant to the Indonesian payment system regulation. Under the prevailing Bank Indonesia regulations, a voting power limitation of 49% applies to foreign shareholders, and foreign shareholders are prohibited from holding (i) the right to nominate the majority of directors and commissioners, and (ii) veto rights with respect to certain strategic decisions that have a significant impact on the company to be adopted at a general meeting of shareholders. We own 82.8% of BCP, which, due to a dual-class structure, represents a 38.9% voting interest, and we also have contractual rights to (a) control the appointment of the Chief Executive Officer, and the Chief Financial Officer (including the right to nominate any such officers as directors or as president director), (b) approve the budget and business plan of BCP and its subsidiaries; (c) approve future funding of BCP and its subsidiaries, whether through debt, equity or otherwise, and (d) certain economic rights with respect to the remaining shareholding of BCP. If the foregoing contractual rights are considered to be foreign controlled, BCP could be deemed to be in non-compliance with the foreign investment limit and, as a result, Bank Indonesia may impose administrative sanctions on OVO (including, among others, warnings, temporary suspension or suspension of a part of or the entire business activity (including any cooperation) and, if OVO does not take any action with regard to these administrative sanctions, it may lead to revocation of the e-money license. If revocation of the e-money license happens, OVO’s business, results of operations, financial condition and prospects could be materially and adversely impacted. We consolidate BCP’s financial results in our financial statements in accordance with IFRS. If we are required to amend the shareholding, voting structure or other rights as a foreign shareholder with respect to BCP, we may be prevented from continuing to consolidate OVO in our consolidated financial statements. Furthermore, BCP may be limited in its ability to receive cash contributions for additional equity and we may be limited in our ability to acquire shares in BCP and if Indonesian shareholders or parties are unwilling to make such contributions, OVO’s business, results of operations, financial condition and prospects could be materially and adversely impacted.
In addition, we conduct our point-to-point courier delivery business through PT Solusi Pengiriman Indonesia (“SPI”), in which we own 49%. We have entered into contractual arrangements with a third-party Indonesian shareholder, which holds 51% of the shares of SPI, as a result of which we are able to control SPI and consolidate its financial results in our financial statements in accordance with IFRS.
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Malaysia
Our supermarkets business is subject to the Guidelines on Foreign Participation in Distributive Trade Services in Malaysia (2022) issued by the Malaysian Ministry of Domestic Trade and Cost of Living, which stipulate a maximum foreign voting cap of 50% for smaller retail formats (non-superstores) in Malaysia. Accordingly, 50% of the ordinary shares in Jaya Grocer are held by an entity (“Malaysian local partner”) owned by a Malaysian national who is our employee. We, through a wholly owned subsidiary, have entered into a management agreement with Jaya Grocer and the Malaysian local partner that generally entitles us to decide, among others, on business and financial strategies, including funding, and other strategy matters in relation to the business of Jaya Grocer, in the best interest of Jaya Grocer and in consultation with the Malaysian local partner. Our economic ownership of Jaya Grocer is reflected through our ownership of its preference shares which entitles us to 100% of the economic interest in Jaya Grocer.
Based on our assessment as of the date of this annual report, we believe our arrangements in Thailand, the Philippines, Vietnam, Indonesia and Malaysia, other than as set forth above, if any, are in compliance with applicable local laws and regulations. However, local or national authorities or regulatory agencies in any of Thailand, Vietnam, the Philippines, Indonesia or Malaysia may conclude that our arrangements in their respective jurisdictions are in violation of local laws and regulations.
If authorities in any of Thailand, Vietnam, the Philippines, Indonesia, Malaysia or any other countries in which we may establish similar arrangements in the future believe that our ownership of, or arrangements with respect to, relevant entities do not comply with applicable laws and regulations, including requirements, prohibitions or restrictions on foreign investment in our lines of business or with respect to necessary registrations, permits or licenses to operate our businesses in such jurisdictions, they would have broad discretion in dealing with such violations or failures, including imposing civil or criminal sanctions or financial penalties against us, deeming our arrangements void by law and requiring us to restructure our ownership structure or operations, revoking our business licenses and/or operating licenses, prohibiting payments from and funding to our entities or ordering us to cease our operations in the relevant jurisdiction. The foregoing could also result in the inability to consolidate the financial results of relevant entities in our financial statements in accordance with IFRS.
In addition, to the extent there are disagreements between us and our partners, counterparties or holders of equity or other interests, or any of their associated persons such as a holder’s spouse or other family members, with respect to relevant entities, including the business and operation of these entities, we cannot assure you that we will be able to resolve such matters in a manner that will be in our best interests or at all. These persons may be unable or unwilling to fulfill their obligations, whether of a financial nature or otherwise, have economic or business interests or goals that are inconsistent with ours, take actions contrary to our instructions or requests, or contrary to our policies and objectives, take actions that are not acceptable to regulatory authorities, or experience financial difficulties. Actions taken by governmental authorities or disputes between us and our partners, counterparties or holders of equity or other interests, or any of their associated persons could cause us to incur substantial costs in defending our rights.
We are subject to risks associated with operating in the rapidly evolving Southeast Asia.
We derive substantially all of our revenue from our operations in Southeast Asia and intend to continue expanding our penetration in the region. Consequently, we are exposed to various risks inherent in the economic, political, and social conditions of the countries in which we operate, including risks related to the following:
•inconsistent and evolving regulations, licensing, and legal requirements;
•currency devaluations, depreciation, or restrictions on the transfer of funds;
•inflation and interest rate hikes that increase our cost of operations;
•new or more burdensome regulations, taxes, or tariffs;
•political changes affecting the business, legal and regulatory environments;
•economic downturns, political instability, civil disturbances, war, military conflict, religious or ethnic strife, terrorism, and general security concerns;
•increased enforcement of laws regarding personal data protection, localization, cybersecurity, and ESG, particularly where interpretation or applicability is uncertain;
•health epidemics, pandemics, or disease outbreaks; and
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•natural disasters, such as volcanic eruptions, floods, typhoons, and earthquakes.
For example, volatile political situations in certain Southeast Asian countries may impact our business. In Myanmar, after the military coup in February 2021, there have been ongoing instability disrupting our business activities in the country, and the situation may deteriorate further. In 2026, several countries in the region will have national, state and/or local elections, including Thailand, Malaysia and Vietnam, which may lead to a more politicized environment leading up to these elections. Any disruptions in our business activities or volatility or uncertainty in the economic, political or regulatory conditions in the markets in which we operate could adversely affect our business, financial condition, results of operations and prospects. Furthermore, heightened global geopolitical uncertainty may have spillover effects in the region. Because the laws in the countries in which we operate may change and their interpretation and enforcement may involve significant uncertainties, we cannot predict the effect of future developments in the legal regimes in these countries.
Any of the foregoing risks may adversely affect our business, financial condition, results of operations and prospects.
Our businesses may be materially and adversely affected by any changes or negative developments in the economic and political environments in any regions of Southeast Asia as well as globally.
We derive substantially all of our revenue from the Southeast Asian region, where substantially all of our assets and operations are located. Our revenue in Indonesia, Malaysia, Philippines, Singapore, Thailand, Vietnam and the rest of Southeast Asia was $715 million, $1,039 million, $316 million, $727 million, $288 million, $255 million and $30 million in the year ended December 31, 2025, respectively, $643 million, $816 million, $265 million, $578 million, $252 million, $228 million and $15 million in the year ended December 31, 2024, respectively, and $605 million, $673 million, $200 million, $480 million, $205 million, $185 million and $11 million in the year ended December 31, 2023, respectively. As a large portion of our revenue in 2025, 2024 and 2023 was derived from our operations in Indonesia, Malaysia and Singapore, our business, financial condition and results of operations may be influenced to a significant degree by economic, political and other conditions in these specific markets and Southeast Asia generally.
We are exposed to diverse uncertainties, including the risks of war, terrorism, nationalism, and political instability such as strikes, demonstrations, protests, marches, coups d’état, guerilla activity or other civil disorder. Such instabilities and adverse changes in the political environment could increase our costs, heighten our exposure to legal risks, and disrupt our operations. Additionally, we face risks from changes in interest rates, significant inflation, potential rental or other cost increases, and the imposition of capital controls or exchange rate controls. These factors, along with low growth in Gross Domestic Product or uneven geographic and sectoral growth, may adversely affect consumer confidence, discretionary income, and purchasing habits.
The legal and economic systems in certain Southeast Asian countries differ from most developed markets regarding the degree of development, the level of government involvement, resource allocation, growth rate, control of foreign exchange, and policy on public order. Governments in these markets continue to play a significant role in regulating industry development and guiding the allocation of resources through industrial and monetary policies. Some governments have previously implemented measures such as interest rate and currency trading band adjustments and exchange rate controls to control the pace of economic growth. While some of these measures may benefit the overall economy, they may have a negative effect on us, lead to a reduction in demand for our offerings, and adversely affect our financial condition, results of operations and prospects. For example, our financial condition and results of operations may be adversely affected by government control over foreign capital investments or changes in tax regulations.
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Uncertainties with respect to the legal system in certain markets in Southeast Asia could adversely affect us.
The legal systems in many Southeast Asian markets are evolving rapidly, and the interpretation and enforcement of laws and regulations involve significant uncertainties and inconsistencies. Because local administrative and court authorities, and in some cases independent organizations, exercise broad discretion in interpreting and implementing statutory provisions and contractual terms, it can be difficult to predict the outcome of proceedings or the level of legal protection we may receive. Furthermore, local courts may have significant discretion to reject the enforcement of foreign awards. These factors may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims.
Regulatory uncertainties may also be exploited through unmerited or frivolous legal actions or threats intended to extract payments or benefits from us. As scrutiny and regulation of our business segments increase in Southeast Asia and elsewhere, we may be required to devote additional legal and other resources to compliance. It is possible that new laws and regulations may be adopted or construed to apply to us that could restrict our operations. Any such changes in the legal landscape, or the imposition of new requirements, may slow our growth and materially and adversely affect our business, financial condition, results of operations and prospects.
We could face uncertain tax liabilities in various jurisdictions where we operate, and suffer adverse financial consequences as a result.
Although GHL is incorporated in the Cayman Islands, we operate in multiple jurisdictions and pay income taxes according to local laws. While our management believes we are in compliance with all applicable tax requirements, our tax liabilities remain uncertain. Various factors, some of which are beyond our control, including changes in the interpretation of tax laws or geographical allocation of income, determine our effective tax rate. We accrue tax liabilities and contingencies based on our best estimates of facts and circumstances, existing tax laws, our experience with previous audits and settlements, the status of current tax examinations and how the tax authorities view certain issues. These amounts are recorded as taxes payable or deferred liabilities and are updated as new information becomes available.
We are subject to periodic inquiries or audits challenging positions on tax returns, including income and withholding tax returns. Tax authorities may disagree with our interpretations, and resolving such inquiries in our favor is not guaranteed. In such events, we may enter into settlements requiring significant payments or appeal to governmental authorities. If such appeals or defenses are unsuccessful, the resulting payments, increased taxation, charges or reduced tax assets could adversely affect our results of operations, financial condition, cash flows, and reputation. For example, in December 2022, 2023, 2024, and 2025, we received protective tax assessments from the Singapore tax authorities for financial years 2017 to 2020 regarding the tax treatment of certain expenses and associated transfer pricing arrangements. We have been reviewing this matter with the Singapore tax authorities and have accrued income tax liabilities based upon our best estimate of the taxes ultimately expected to be paid after considering our knowledge of relevant facts and circumstances.
Furthermore, international efforts made by government tax policymakers to combat tax avoidance, such as the G20/OECD’s Base Erosion Profit Shifting (“BEPS”) project, resulted in an agreement on a “two-pillar” approach. The current "BEPS 2.0" project includes Pillar Two, establishing a 15% global minimum tax. Because we adopt a hyper-local model where our operating subsidiaries primarily pay local corporate taxes at rates generally exceeding 15%, we believe Pillar Two should have a limited financial impact on us. That said, such tax reform legislation relating to these pillars has recently been enacted, implemented or proposed in a few of the jurisdictions we operate in. We will continue to assess whether these laws will increase our tax obligations or require changes to our local business operations.
Natural events, wars, terrorist attacks and other acts of violence directly or indirectly impacting any of the countries in which we have operations could adversely affect our operations.
Natural disasters, including earthquakes, tsunamis, volcanic eruptions, floods, droughts, heat waves, tropical weather conditions, and landslides, along with terrorist attacks, civil unrest, protests, and acts of violence or war (such as the conflicts in Ukraine and the Middle East) pose significant risks to our people and business operations. These events can precipitate sudden, significant changes in regional and global economic cycles, leading to economic weakness or recession. Such developments could have a material adverse effect on our business, financial condition, and results of operations. In particular, Indonesia, one of our largest markets, is located in a geologically active region and remains subject to various natural disasters that have historically resulted in major losses of life and property and could further disrupt our business.
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Risks Relating to the Company’s Securities
The trading prices of our Class A Ordinary Shares and Warrants have been, and may continue to be, volatile.
The trading prices of our Class A Ordinary Shares and Warrants have been, and may continue to, fluctuate due to a variety of factors, including, without limitation:
•changes in the industries and countries in which we operate;
•developments involving our competitors;
•changes in laws and regulations affecting our businesses;
•variations in our operating performance and financial condition, as well as the performance of our competitors in general;
•actual or anticipated fluctuations in our quarterly or annual operating and financial results;
•publication of research reports by securities analysts about us or our competitors or our industry;
•the public’s reaction to our press releases, our other public announcements and filings with the SEC concerning our company or our securities;
•actions by shareholders, including any sale by major shareholders, other significant shareholders or our directors and officers;
•short seller reports that make allegations against us or our affiliates, even if unfounded;
•departures of key personnel;
•commencement of, or involvement in, litigation;
•any share repurchases made by us;
•changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;
•the volume of our Class A Ordinary Shares available for public sale, including due to conversions of the Notes, which we may choose to fully or partially settle by issuing Class A ordinary shares; and
•general economic and political conditions, such as recessions, inflation, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism.
These market and industry factors may materially reduce the market price of our Class A Ordinary Shares and Warrants regardless of our operating performance.
Sales of a substantial number of our securities in the public market by our existing securityholders could cause the price of our Class A Ordinary Shares and Warrants to fall.
Sales of a substantial number of Class A Ordinary Shares and/or Warrants in the public market by the existing securityholders, or the perception that those sales might occur, could depress the market price of our Class A Ordinary Shares and Warrants and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our Class A Ordinary Shares and Warrants.
Pursuant to our Shareholder Support Agreements and Sponsor Support Agreement, certain of our shareholders were or are restricted, subject to certain exceptions, from selling certain of our securities that they received as a result of the share exchange in the Business Combination. As of the date of this annual report, the sale restrictions on all the relevant securities have expired and have become eligible for resale in accordance with U.S. securities laws, including Rule 144. In addition, as of the date of this annual report, the Notes are convertible into 228,937,800 Class A Ordinary Shares at any time at the option of the holders thereof. Subject to applicable Rule 144 restrictions or additional registration under the Securities Act, the Class A ordinary shares converted from the Notes may be freely traded in the public market.
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In addition, certain of our shareholders and certain other significant shareholders may avail of the registration statements on Form F-3 (File Number: 333-261949 and 333-264872) which we filed pursuant to our agreements with them to sell large amounts of our securities in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in our share price or putting significant downward pressure on the price of our Class A Ordinary Shares and Warrants.
We may issue additional securities without shareholder approval in certain circumstances, which would dilute existing ownership interests and may depress the market price of our shares.
We require significant capital investment to support our business and may issue additional Class A Ordinary Shares, Class B Ordinary Shares, or other equity or convertible debt securities of equal or senior rank in the future without shareholder approval. In June 2025, we issued the Notes, which, as of the date of this annual report, are convertible into 228,937,800 Class A Ordinary Shares at any time at the option of the holders thereof. Additionally, employees, directors, and consultants hold and are granted equity awards under the 2021 Plan and purchase rights under the ESPP, the vesting, exercise and settlement of which will cause further dilution. See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.” Dilution will also take place if we issue new shares in relation to acquisitions, strategic partnerships or other events. For instance, subject to certain conditions precedent and other agreed terms, our partner of the Digital Banking JV may be entitled to exchange its shares for our shares starting in December 2027 based on a formula considering the then-prevailing valuations of the Digital Banking JV and the trading price of Class A Ordinary Shares. For illustrative purposes, if the partner’s stake were valued at $1 billion and our share price was $10, they would receive 100 million Class A Ordinary Shares, equivalent to 2.4% of total Ordinary Shares as of January 31, 2026. However, because the actual valuation and share price will not be determined until at least late 2027, the resulting issuance could be materially greater than this illustrative 2.4%, resulting in significantly higher dilution.
Any issuance of additional securities would have the following effects: (i) existing shareholders’ proportionate ownership interest in us will decrease; (ii) the relative voting power of each previously outstanding Class A Ordinary Share may be diminished; (iii) the amount of cash available per share, including for potential future dividends, may decrease; and (iv) the market price of Class A Ordinary Shares may decline or be depressed.
If securities or industry analysts do not publish research, publish inaccurate or unfavorable research or cease publishing research about us, our share price and trading volume could decline significantly.
The trading market for our Class A Ordinary Shares will depend, in part, on the research and reports that securities or industry analysts publish about us or our business. We may be unable to sustain coverage by well-regarded securities and industry analysts. If either none or only a limited number of securities or industry analysts maintain coverage, or if these securities or industry analysts are not widely respected within the general investment community, the demand for our Class A Ordinary Shares could decrease, which might cause our share price and trading volume to decline significantly. In the event that we obtain securities or industry analyst coverage, if one or more of the analysts who cover us downgrade their assessment or publish inaccurate or unfavorable research about our business, the market price and liquidity for our Class A Ordinary Shares could be negatively impacted.
A certain number of our Warrants have become exercisable for our Class A Ordinary Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.
Our Warrants to purchase an aggregate of 10,000,000 Class A Ordinary Shares have become exercisable in accordance with the terms of the Assignment, Assumption and Amendment Agreement and the Existing Warrant Agreement governing those securities. The exercise price of these warrants is $11.50 per share. To the extent such warrants are exercised, additional Class A Ordinary Shares will be issued, which will result in dilution to the holders of our Class A Ordinary Share and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of our Class A Ordinary Shares.
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The choice-of-forum provision of the warrant agreement (the “Warrant Agreement”) governing the Warrants may limit a Warrant holder’s ability to obtain a favorable judicial forum for disputes with us.
The Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for any action, proceeding, or claim arising out of or relating to the agreement, including claims under the Securities Act. We have irrevocably submitted to this jurisdiction and waived any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. However, these provisions do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States are the sole and exclusive forum.
Under the terms of the agreement, any person or entity acquiring an interest in the Warrants is deemed to have notice of and consented to these forum provisions. If a holder files a “foreign action” in any other court, that holder is deemed to have consented to the personal jurisdiction of the state and federal courts located in the State of New York for any action brought in any such court to enforce the forum provisions and to service of process in such enforcement action through their counsel in the foreign action.
While this provision is intended to centralize litigation, it may discourage lawsuits by limiting a holder's ability to bring claims in a judicial forum they find favorable. Conversely, if a court finds this choice-of-forum provision inapplicable or unenforceable, we may incur additional costs resolving disputes in other jurisdictions, which could divert management’s time and resources and materially and adversely affect our business, financial condition, and results of operations.
The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain qualified board members.
As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act, the Dodd-Frank Act, NASDAQ listing standards, and other applicable securities rules and regulations. These regulations require us to file annual and current reports and maintain effective disclosure controls and procedures and internal control over financial reporting. To meet these requirements, we have invested significant costs in building our internal team and engaging external consultants, and we anticipate these costs will increase as our business grows.
The evolving nature of corporate governance and public disclosure laws and standards creates significant uncertainty and demand for our time and costs. Because these regulations are often subject to varying interpretations due to a lack of specificity, their application in practice may evolve as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance and necessitates ongoing revisions to our disclosure and governance practices. While we currently cannot estimate these costs with certainty, we expect these laws to make our activities increasingly time-consuming and expensive.
Furthermore, these public company obligations present several risks. Many members of our management team have limited experience managing a publicly traded company and complying with complex public company laws. The need to maintain and improve the corporate infrastructure demanded of a public company may divert management’s attention from our growth strategy, which could prevent improvements to our business, financial condition and results of operations. Furthermore, as compared to being a private company, these rules and regulations generally make it more difficult and expensive to obtain director and officer liability insurance. These factors may make it harder to attract and retain qualified executive officers and board members, particularly for our audit, compensation, and nominating committees. Furthermore, the disclosure of affairs required of a public company may result in threatened or actual litigation from competitors or other third parties. Even if such claims are resolved in our favor, the time and resources required to resolve them could adversely affect our business, reputation and prospects.
Failure to effectively manage these additional obligations could have a material adverse effect on our business, financial condition, results of operations and prospects.
If we are unable to maintain an effective system of internal controls and compliances, our business and reputation could be adversely affected.
As a U.S. public company, we are subject to the reporting requirements under the U.S. securities laws, including the Sarbanes–Oxley Act of 2002, which requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. Our management has concluded that our internal control over financial reporting was effective as of December 31, 2025. See “Item 15. Controls and Procedures.” Our independent registered public accounting firm has issued an attestation report on the effectiveness of internal control over financial reporting.
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However, even effective internal control can provide only reasonable, but not absolute, assurance with respect to the preparation and fair presentation of financial statements. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which could cause investors to lose confidence in our reported financial information. Ineffective internal control over financial reporting could also expose us to an increased risk of fraud or misuse of corporate assets and subject us to potential delisting from NASDAQ, regulatory investigations, and civil or criminal sanctions. Furthermore, we may be required to restate our financial statements from prior periods. Such failures could in turn limit our access to capital markets, harm our financial condition and results of operations, and lead to a decline in the market price of our Class A Ordinary Shares and Warrants.
We qualify as a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we have published and intend to continue to publish our results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of NASDAQ. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC are less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, you may receive less or different information about us than you would receive about a U.S. domestic public company.
We could lose our status as a foreign private issuer under current SEC rules and regulations if more than 50% of our outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of our directors or executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. If we lose our status as a foreign private issuer in the future, we will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if we were a company incorporated in the United States. Such a transition would likely result in substantial compliance costs and require management to divert significant time and resources from other responsibilities to meet these additional regulatory requirements. See “Item 6. Directors, Senior Management and Employees—C. Board Practices—Foreign Private Issuer Status.”
As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NASDAQ corporate governance listing standards applicable to domestic U.S. companies. These practices may afford less protection to shareholders than they would enjoy if we complied fully with NASDAQ corporate governance listing standards.
We are a company incorporated in the Cayman Islands and are listed on NASDAQ. NASDAQ market rules permit a foreign private issuer like us to follow the corporate governance practices of our home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from NASDAQ corporate governance listing standards applicable to domestic U.S. companies. We currently rely on these exemptions, which means we are not required to have a majority-independent board of directors, a compensation or nominating committee consisting entirely of independent directors, or regularly scheduled executive sessions with only independent directors each year. Additionally, we are not required to seek shareholder approval for certain issuances of securities, including those related to the establishment of or material amendments to equity compensation arrangements, or for corporate actions or issuances which may disparately reduce or restrict the voting rights of existing shareholders.
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Although we are not required to do so and may change our practices at any time, we currently maintain a majority-independent board of directors, a majority-independent compensation committee, and a nominating committee. However, because we are permitted to follow home country practices, you may not be provided with the full benefits and protections of certain NASDAQ corporate governance requirements applicable to U.S. domestic public companies. Subject to the foregoing, we rely on the exemptions listed above. See “Item 6. Directors, Senior Management and Employees—C. Board Practices—Foreign Private Issuer Status.”
You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under the law of the Cayman Islands, and because we conduct substantially all of our operations, and a majority of our directors and executive officers reside, outside of the United States.
We are an exempted company limited by shares incorporated under the laws of the Cayman Islands, and we conduct a majority of our operations through our subsidiary, GHI, and GHI’s subsidiaries and consolidated affiliated entities outside the United States. Substantially all of our assets are located outside the United States. A majority of our officers and directors reside outside the United States and a substantial portion of the assets of these individuals are located outside the United States. Consequently, it could be difficult or impossible for you to bring an action against us or these individuals in the United States for alleged infringements of securities laws or otherwise. Even if a U.S. action is successful, the laws of the Cayman Islands and other non-U.S. jurisdictions may render you unable to enforce a judgment against our assets or the assets of our directors and officers. Our principal operating markets, including Indonesia, Singapore, Thailand, Malaysia, Philippines, and Vietnam, do not have treaties providing for the reciprocal recognition and enforcement of U.S. court judgments. Furthermore, it is unclear if existing extradition treaties between the United States and Southeast Asian markets would permit the effective enforcement of criminal penalties under U.S. federal securities laws.
The corporate affairs of GHL are governed by its currently effective articles of association (the “GHL Articles”), the Cayman Islands Companies Act (Revised) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders, and the fiduciary duties of our directors to us under Cayman Islands law, are largely governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States. Some U.S. states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may lack standing to initiate shareholder derivative actions in U.S. federal courts.
Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association) or to obtain copies of lists of shareholders of these companies. Our directors will have discretion under the GHL Articles to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but we are not obliged to make them available to the shareholders. This may make it more difficult for you to obtain information needed to establish facts for shareholder motions or to solicit proxies in a proxy contest. Furthermore, certain corporate governance practices in the Cayman Islands differ significantly from U.S. requirements. To the extent we follow home country practices, our shareholders may be afforded less protection than they would under rules and regulations applicable to U.S. domestic issuers. See “Item 6. Directors, Senior Management and Employees—C. Board Practices—Foreign Private Issuer Status.”
As a result of the above, our shareholders may face more difficulty protecting their interests against actions taken by management, the board, or controlling shareholders than they would as public shareholders of a U.S. company.
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We and certain of our current and former directors or officers have been, and in the future may be, subject to securities litigation, which is expensive and could divert management attention.
The market price of our Class A Ordinary Shares and Warrants may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We have been and may be the target of this type of litigation and investigations. Beginning in March 2022, various putative shareholder class action lawsuits were filed against our Company and certain of its officers in the U.S. District Court for the Southern District of New York, which were later consolidated under the caption In re Grab Holdings Limited Securities Litigation, No. 1:22-cv-02189-VM. On August 22, 2022, Lead Plaintiffs filed an Amended Class Action Complaint against the Company, certain of its officers and directors, and certain officers and directors of Altimeter Growth Corp. The class action was purportedly brought on behalf of various classes of persons who allegedly suffered damages as a result of alleged misstatements and omissions regarding our proxy and registration statements, business operations, potential impact on our financial results, and future prospects, in violation of the U.S. Securities Act, the U.S. Securities Exchange Act of 1934, and Rules 10b-5 and 14a-9 promulgated thereunder. On March 12, 2024, the Court granted in part and denied in part Defendants’ motion to dismiss. On May 15, 2025, the Court granted final approval of a settlement agreement for $80 million. Involvement in securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm our business.
The ability of our subsidiaries and consolidated affiliated entities in certain Southeast Asia markets to distribute dividends to us may be subject to restrictions under their respective laws.
We are a holding company, and our subsidiaries and consolidated affiliated entities are located throughout Southeast Asia in Indonesia, Singapore, Thailand, Malaysia, the Philippines, Vietnam, Myanmar and Cambodia. Part of our primary internal sources of funds to meet our cash needs will be our share of the dividends, if any, paid by our subsidiaries and consolidated affiliated entities. The distribution of dividends to us from the subsidiaries and consolidated affiliated entities in these markets as well as other markets where we operate is subject to restrictions imposed by the applicable laws and regulations in these markets. In addition, although there are currently no foreign exchange control regulations which restrict the ability of our subsidiaries and consolidated affiliated entities in Indonesia (save for the regulations prohibiting the transfer of Indonesian Rupiah to outside of Indonesia and imposing reporting requirements on foreign exchange transactions in excess of a certain amount), Singapore, Malaysia and the Philippines (except for the regulations (i) requiring registration of the foreign investment with the Bangko Sentral ng Pilipinas (“BSP”) to be able to source from the Philippine banking system foreign currency to be used in repatriating capital or remitting dividends outside the Philippines, and (ii) prohibiting the transfer of Philippine Pesos to outside of the Philippines in excess of PHP 50,000 ($850) without prior written authorization from the BSP) to distribute dividends to us, the relevant regulations may be changed and the ability of these subsidiaries and consolidated affiliated entities to distribute dividends to us may be restricted in the future.
We do not anticipate paying dividends for the foreseeable future. Our share repurchase program may not be fully consummated and may not enhance long-term shareholder value.
We expect to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future.
Our board of directors has complete discretion as to whether to distribute dividends. Even if the board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on the future results of operations and cash flow, capital requirements and surplus, the amount of distributions, if any, received by us from subsidiaries and our consolidated affiliated entities, our financial condition, contractual restrictions and other factors deemed relevant by the board of directors. There is no guarantee that our shares will appreciate in value or that the trading price of the shares will not decline.
In February 2026, our board of directors authorized a share repurchase program, under which we may repurchase up to $500 million worth of our Class A Ordinary Shares. The share repurchase program does not have a fixed end date and does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares. Additionally, it may be suspended or terminated at any time. The share repurchase program may not enhance long-term shareholder value. The share repurchase program and the related share repurchases, if any, could affect the prices of our Class A Ordinary Shares and/or Warrants and increase their volatility. Furthermore, share repurchases may diminish our cash reserves, which could affect our operating results and financial condition.
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We have granted in the past, and we will also grant in the future, share incentives, which may result in increased share-based compensation expenses.
We believe that granting share-based compensation is of significant importance to our ability to attract and retain key personnel, and we expect to continue incurring related expenses in the future. Historically, awards were granted under the 2018 Equity Incentive Plan, though no further awards will be issued under that specific plan. Currently, we utilize the 2021 Equity Incentive Plan (the "2021 Plan"), which permit the issuance of options, share appreciation rights, restricted shares, and restricted share units to employees, directors, and consultants of our company and our subsidiaries and consolidated affiliated entities.
The maximum number of ordinary shares available under the 2021 Plan is seven percent (7%) of our total outstanding Ordinary Shares (on a fully diluted basis) as of December 1, 2021, plus any shares remaining from the 2018 Plan. The 2021 ESPP initially allows for the issuance of up to two percent (2%) of total outstanding shares as of the same date. Both plans are subject to potential annual increments through January 1, 2031. As a result of these programs, we incurred share-based compensation expenses of $241 million, $279 million, and $304 million in 2025, 2024, and 2023, respectively. For more information on the share incentive plans, see “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.” Future increases in these expenses may have an adverse effect on our business and results of operations.
Our dual-class voting structure may limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.
Our authorized and issued ordinary shares are divided into Class A Ordinary Shares and Class B Ordinary Shares. Each Class A Ordinary Share is entitled to one vote, while each Class B Ordinary Share is entitled to 45 votes. Only Class A Ordinary Shares are listed and traded on NASDAQ, and we intend to maintain the dual-class voting structure. The Key Executives and their respective Permitted Entities hold all of the outstanding Class B Ordinary Shares.
The proxies given to Mr. Tan by the other Key Executives and certain entities related to such Key Executives or Mr. Tan under the Shareholders’ Deed (the “Key Executive Proxies”) and the proxies given to Mr. Tan by our executive officers other than Mr. Tan under the Voting Proxy Deeds (the “Exco Proxies”) give Mr. Tan control of the voting power of all outstanding Class B Ordinary Shares. As a result, as of January 31, 2026, after giving effect to the Key Executive Proxies and the Exco Proxies, Mr. Tan controlled approximately 59.9% of the total voting power of all issued and outstanding Ordinary Shares voting together as a single class, even though he and his Permitted Entities only beneficially owned 3.2% of outstanding Ordinary Shares. For further information, see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Shareholders’ Deed.” and “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Voting Proxy Deeds.” We will hold an extraordinary general meeting (the “EGM”) on March 24, 2026 for our shareholders to consider and, if they think fit, pass and approve a special resolution to amend and restate the GHL Articles, whereby the voting power per Class B Ordinary Share will be increased from 45 votes to 90 votes. If the resolution were adopted, Mr. Tan would beneficially own 74.9% of the total voting power in the Company immediately upon the effectiveness of the amendment and restatement of the GHL Articles, based on our total number of outstanding shares as of January 31, 2026 and assuming that there has not been any conversion of any Class B Ordinary Shares into Class A Ordinary Shares. If all Class B Ordinary Shares (other than those legally owned by Mr. Tan and his affiliates) were converted into Class A Ordinary Shares, Mr. Tan would hold 69.4% of the total voting power, based on our total number of outstanding shares as of January 31, 2026. We believe Mr. Tan’s majority voting power in Grab would preserve our focus on long-term growth. In addition, maintaining Mr. Tan’s majority voting power is a prerequisite for satisfying the regulatory requirements of the Monetary Authority of Singapore, which mandate that our Digital Banking JV remains under the control of a Singaporean. For more details, see “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Proposed Variation of Voting Rights” of this annual report.
With respect to the election of the board of directors, under the terms of the Class B Ordinary Shares, holders of a majority of the Class B Ordinary Shares have the right to nominate, appoint and remove a majority of the members of our board of directors, which majority are designated as Class B Directors. As of January 31, 2026, Mr. Tan and his Permitted Entities owned approximately 78.7% of the total issued and outstanding Class B Ordinary Shares (without taking into account Class B Ordinary Shares that may be acquired pursuant to awards under our share incentive plans). As a result of such ownership, as well as the Key Executive Proxies and the Exco Proxies, Mr. Tan effectively has the right to nominate, appoint and remove all of the Class B Directors. In addition, since all of the issued and outstanding Ordinary Shares voting together as a single class will elect the remaining members of our board of directors, then Mr. Tan, by virtue of his control of approximately 59.9% of that total voting power as of January 31, 2026 (after giving effect to the Key Executive Proxies and the Exco Proxies), effectively has the ability to elect and remove the entire board of directors.
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Additionally, the Key Executives and certain entities related to the Key Executives entered into a letter agreement (the “ROFO Agreement”), pursuant to which, subject to certain limited exceptions, in the event any holder of Class B Ordinary Shares intends to sell or otherwise transfer Class B Ordinary Shares in an open market or private transaction, that transferring shareholder first shall irrevocably offer those shares to each other holder of Class B Ordinary Shares by way of a notice delivered to each such other holder. Each recipient holder then has a right of first offer to purchase any or all of those shares at a price per share equal to the market price (as defined in the ROFO Agreement) of the Class A Ordinary Shares (into which those shares would automatically convert if sold in an open market or private transaction to other purchasers). The recipients of the right of first offer generally shall have three business days within which to exercise such right, which shall be allocated pro rata among exercising recipients if the total of all shares exercised exceed the total amount of shares to be transferred. In March 2025, all of our executive officers (other than Mr. Tan) entered into a joinder agreement, pursuant to which they agreed to be a party to, and be fully bound by, all of the covenants, terms and conditions of the ROFO Agreement with respect to any and all Class B Ordinary Shares that they hold as if they were parties thereto, except that each of them waived their right of first offer to purchase any Class B Ordinary Shares held by any other person. The ROFO Agreement has the effect of providing Class B Ordinary Shareholders the right to preserve the continued ownership of Class B Ordinary Shares within that group of holders except the executive officers other than Mr. Tan. Since all of those holders delivered the Key Executive Proxies and given the Exco Proxies, the ROFO Agreement also will have the effect of preserving Mr. Tan’s control over the Class B Ordinary Shares and our company as discussed herein. If the aforementioned special resolution to increase the voting power per Class B Ordinary Share were adopted, the Key Executive Proxies, the Exco Proxies and the ROFO Agreement and all the joinders thereto will cease to be operative in accordance with their terms.
Risks Relating to Taxation
There can be no assurance that we will not be a passive foreign investment company for United States federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. Holders.
A non-U.S. corporation will generally be classified as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for any taxable year if either (i) at least 75% of its gross income for such year is passive income or (ii) at least 50% of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce passive income or are held for the production of passive income (the “asset test”). Passive income generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. In addition, a non-U.S. corporation will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which it owns, directly or indirectly, 25% or more (by value) of the stock.
Based upon the value of our assets and the composition of our income and assets, including goodwill and other unbooked intangibles, we do not believe we were a PFIC for our taxable year ended December 31, 2025. No assurances can be given with regard to our PFIC status for our current or subsequent taxable years because our PFIC status is a factual determination made annually after the close of each taxable year that will depend, in part, on the composition of our income and assets. Because the value of our assets for purposes of the asset test may be determined by reference to the market price of our Class A Ordinary Shares from time to time (which may be volatile), fluctuations in the market price of our Class A Ordinary Shares may cause us to be or become a PFIC for the current or subsequent taxable years. Recent declines in the market price of our Class A Ordinary Shares significantly increased our risk of being or becoming a PFIC. The market price of our Class A Ordinary Shares may continue to fluctuate considerably and, consequently, we cannot assure you of our PFIC status for any taxable year. In addition, the composition of our income and assets will also be affected by how, and how quickly, we use our liquid assets. As previously disclosed, we believed that we were a PFIC for U.S. federal income tax purposes for our taxable year ended December 31, 2022. In addition, it is possible that one or more of our subsidiaries were also PFICs for U.S. federal income tax purposes for such taxable year.
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If we or any of our subsidiaries is a PFIC for any taxable year, or portion thereof, that is included in the holding period of a beneficial owner of our Class A Ordinary Shares or Warrants that is a U.S. Holder (as defined in “Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations”), such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Further, if we are classified as a PFIC for any year during which a U.S. Holder holds our Class A Ordinary Shares or Warrants, we will generally continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our Class A Ordinary Shares or Warrants, unless we were to cease to be a PFIC and such U.S. Holder were to make a “deemed sale” election with respect to the Class A Ordinary Shares or Warrants. Please see the section entitled “Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Considerations” and “Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Rules.” U.S. Holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of our Class A Ordinary Shares and Warrants.
Future changes to tax laws could materially and adversely affect us and reduce net returns to our shareholders.
Our tax treatment is subject to changes in tax laws, regulations, and treaties, or the interpretation thereof, tax policy initiatives and reforms under consideration, and the practices of tax authorities in jurisdictions in which we operate. The income and other tax rules in the jurisdictions in which we operate are constantly under review by taxing authorities and other governmental bodies. Changes to tax laws (which changes may have retroactive application) could adversely affect us or our shareholders. We are unable to predict what tax proposals may be proposed or enacted in the future or what effect such changes would have on our business, but such changes, to the extent they are brought into tax legislation, regulations, policies or practices, could affect our financial position and overall or effective tax rates in the future in countries where we have operations and where we or our subsidiaries or consolidated affiliated entities are organized or resident for tax purposes, and increase the complexity, burden and cost of tax compliance. We urge investors to consult with their legal and tax advisers regarding the implication of potential changes in tax laws on an investment in Class A Ordinary Shares and Warrants.