A.History and Development of the Company We were first incorporated in July 2011 as MyTeksi Sdn. Bhd., a Malaysian private limited company, and launched our mobility business in June 2012 in Malaysia with our taxi-hailing booking service MyTeksi. From 2013 to 2017, we commenced operations in Singapore, the Philippines, Thailand, Indonesia, Vietnam, Cambodia and Myanmar. In June 2013, GrabTaxi Holdings Pte. Ltd., a Singapore private limited company, was incorporated as the ultimate corporate parent of our subsidiaries, consolidated affiliated entities and other holdings (together, “our group”). In April 2015, we conducted a holding company reorganization and incorporated Grab Inc., a Cayman Islands limited liability company, as the ultimate corporate parent of our group. In 2016, we rebranded from MyTeksi/GrabTaxi to Grab. In March 2018, Grab Inc. completed another holding company reorganization in which Grab Holdings Inc., or GHI, became the ultimate corporate parent of our group. In December 2021, the Business Combination was completed, upon which Grab Holdings Limited, or GHL, became the ultimate corporate parent of our group, and our Class A Ordinary Shares and Warrants are listed on NASDAQ under the symbols “GRAB” and “GRABW,” respectively. Significant milestones in our corporate history include: 2013 - 2017 •Commenced operations in Singapore, the Philippines, Thailand, Indonesia, Vietnam, Cambodia and Myanmar 2018 •Completed the acquisition of Uber’s business in Southeast Asia through an all-share deal following which Uber became a major strategic shareholder in Grab 52 Table of Contents 2019 •Launched GrabForGood, Grab’s social impact program 2021 •Announced GrabForGood Fund •Completed our 100% ownership investment in OVO •Completed the Business Combination •Listed on NASDAQ 2022 •Completed acquisition of a majority economic interest in Jaya Grocer •GXS Bank launched savings accounts to the public after receipt of approval from the MAS to commence restricted business activities in the same year 2023 •GXS Bank launched FlexiLoan, a digital lending product in Singapore •GXBank launched savings accounts to the public after receiving approval from the Central Bank of Malaysia, Bank Negara Malaysia, to commence the foundational phase of banking operations in the same year 2024 •Customer deposits across GXS Bank and GXBank reached $1.2 billion, with GXBank exceeding one million users at the end of the year 2025 •Our on-demand businesses exceeded 20 billion transactions •Our loan portfolio ended the year above $1 billion •PT Super Bank Indonesia Tbk, in which we have less than 50% equity interest, successfully completed its initial public offering on the Indonesia Stock Exchange •Completed acquisition of a majority economic interest in Everrise •GXS Bank completed acquisition of Validus Capital, a digital SME lending platform in Singapore to expand our small, medium-sized enterprise lending footprint •Completed acquisition of Chinese AI robotics company, Infermove, which is focused on autonomous robotics for first and last-mile delivery For a discussion of our capital expenditures for the last three fiscal years, see “Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources — Capital Expenditures.” Our principal executive office is at 3 Media Close, #01-03/06, Singapore 138498 and our telephone number is 855-739-7864. Our website is https://grab.com/sg/. The information contained in, or accessible through, our website does not constitute a part of this annual report. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Grab’s electronic filings are available for viewing on this website, at www.sec.gov. Our agent for service of process in the United States is Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711. 53 Table of Contents B.Business Overview Our Mission Our mission is to drive Southeast Asia forward by creating economic empowerment for everyone. Our mission is supported by our core principles, which we refer to as the “4Hs,” Heart, Hunger, Honor, and Humility. These principles are set out in The Grab Way, which is a living document that guides our decision making and serves as a reminder of what is important and right as we work to serve Southeast Asia. Overview Southeast Asia’s leading superapp We are Southeast Asia’s leading superapp, operating primarily across the deliveries, mobility and digital financial services sectors in over 900 cities across eight countries in the region—Cambodia, Indonesia, Malaysia, Myanmar, the Philippines, Singapore, Thailand and Vietnam. We enable millions of people each day to access driver- and merchant-partners to order food or groceries, send packages, hail a ride or taxi, pay for online purchases or access services such as lending and insurance. Our platform enables important high frequency hyperlocal consumer services. As part of our financial services offerings, we also provide digital banking services through GXS Bank in Singapore and GXBank in Malaysia. Our revenue was $3,370 million, $2,797 million and $2,359 million in 2025, 2024 and 2023, respectively, representing year-over-year growth rates of 20% from 2024 to 2025 and 19% from 2023 to 2024. 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. Our profit/ (loss) for the period was $200 million, $(158) million and $(485) million in 2025, 2024 and 2023, respectively, representing year-over-year improvement of 226% from 2024 to 2025 and 67% from 2023 to 2024. Adjusted EBITDA was $500 million, $313 million and $(22) million in 2025, 2024 and 2023, respectively, representing a year-over-year growth rate of 60% from 2024 to 2025 and 1,597% from 2023 to 2024. Our revenue growth in 2025 and 2024 was driven by an increase in on-demand GMV and increased contributions from the financial services segment. Our revenue growth in 2023 was driven by an increase in on-demand GMV and reduction in on-demand incentives as a percentage of on-demand GMV as we optimized our partner and consumer incentive spend. Our on-demand GMV was $22.1 billion, $18.4 billion and $15.8 billion in 2025, 2024 and 2023, respectively, representing year-over-year growth rates of 21% from 2024 to 2025 and 16% from 2023 to 2024. On-demand incentives as a percentage of on-demand GMV were 10.2% in 2025, as compared to 10% and 9.9% in 2024 and 2023, respectively. The Strength of the Grab brand in Southeast Asia Our brand is closely associated with quality, reliability, safety and convenience in the minds of the Southeast Asian consumers that seek to access services offered through our platform. Our strong brand has enabled us to maintain and grow our scale in Southeast Asia. Grab’s Industry Opportunity We believe that Southeast Asia is still undergoing rapid digitalization and that we are still in the early stages of capturing this opportunity in the region given the low digital penetration of food deliveries, mobility and digital payments. Various drivers of social and economic change in Southeast Asia that we believe will serve as tailwinds to accelerate the adoption of digital services offered by Grab include: •Rapid urbanization driven by macroeconomic and demographic growth. •Mobile-first population with increasing digital engagement. •Increasing digitalization of services and consumption. 54 Table of Contents •Regulatory landscape supportive of technology and digital advancement. •Large unbanked and underserved population. Consumers who use our platform Our over 47 million monthly transacting users (“MTUs”) in 2025 came from a wide range of demographics and socio-economic backgrounds. Consumers who use our platform are highly engaged and demand high-quality services, technological functionality, and prompt responsiveness. Our driver-partners Our driver-partners represent a diverse range of individuals across many different ethnicities and age groups. Our driver-partners take pride in satisfying consumers by providing rides, food deliveries and package deliveries each day. Our platform seeks to improve economic inclusion by lowering barriers to participation for underserved communities across Southeast Asia such as women and persons with disabilities. In 2025, 189,000 women and persons with disabilities earned an income through Grab platform. Our merchant-partners Our merchant-partners and Indonesian GrabKios agents range from local entrepreneurs, including small restaurants, convenience and grocery stores, to multinational franchises and lifestyle service providers, including hotels and travel agents. Our Triple Bottom Line Grab strives to serve a triple bottom line—we aim to simultaneously deliver financial performance for our shareholders and have a positive social impact, which includes economic empowerment for millions of people in the region, while mitigating our environmental footprint. 55 Table of Contents We aim to deliver a positive social impact sustainably over the long-term. As we grow our business and our ecosystem, we create more earning opportunities for driver- and merchant-partners. We seek to provide sustainable earnings by increasing consumer demand, enhancing productivity (for example, by reducing driver-partners’ wait time at stores, or providing digital tools to merchant-partners to help expand their reach to customers), and supporting financial inclusion (such as providing cash advance to driver- and merchant-partners with limited access to capital). In 2025, 2024 and 2023, our driver- and merchant-partners earned a total of $15.3 billion, $12.8 billion and $11.0 billion through our platform, respectively. We also leverage our technological capabilities and ecosystem to support solutions that help mitigate environmental impact in Southeast Asia. We accelerate the adoption of electric vehicles in the region by forming partnerships with ecosystem players to enable preferential vehicle access and financing for our driver-partners and scale infrastructure. We also empower consumers to contribute to environmental causes through our in-app features such as default cutlery opt-out toggle, carbon offset toggle, EV-only verticals, as well as the ability to prioritize lower emission modes of transport and to enable zero emission mobility (walkers, cyclists and personal mobility devices). We also make efforts to optimize demand and routes to mitigate carbon emissions from partners’ vehicles through order batching, ride-sharing (GrabShare and GrabHitch) and reducing pick-up distance. In April 2021, we deepened our commitment towards long-term sustainability initiatives by creating the GrabForGood Fund. Under the GrabForGood Fund, we have been running the GrabScholar program since 2022, providing underprivileged students with access to education through scholarships and bursaries in five countries. We released our sustainability report for 2024, prepared in accordance with the Global Reporting Initiative (“GRI”) standards, on April 23, 2025. We expect to release our sustainability report for 2025 in the second quarter of 2026. The contents of these reports are not included in this annual report, and shall not be deemed as part of this annual report. Our Offerings The Grab ecosystem is a single, seamless platform brought to life through three superapps, one each for our driver- and merchant-partners and consumers. Together these superapps help our driver- and merchant-partners connect with millions of Southeast Asians consumers seeking hyperlocal services made available through our platform, which includes our deliveries, mobility and financial services offerings. Deliveries—Our deliveries platform connects our driver- and merchant-partners with consumers to create a local logistics platform, facilitating on-demand and scheduled delivery of a wide variety of daily necessities including in selected markets, ready-to-eat meals and groceries, as well as point-to-point package delivery. We also operate supermarkets in Malaysia under Jaya Grocer and Everrise, which enables us to bring the convenience of on-demand grocery delivery to more consumers in the country. We also work with merchant-partners to offer Dine Out Deals to Grab users, which enables them to offer discounts or vouchers directly to consumers when they dine in their restaurants. Through GrabAds, we also work with our merchant-partners to provide promoted listings and banner advertisements, enabling them to promote their businesses within the food and grocery delivery offerings on our platform and enhance their consumer reach. Key deliveries offerings on our platform include the following: •GrabFood is a food ordering and delivery booking service, which enables merchant-partners to accept bookings for prepared meals from consumers (with options for on-demand deliveries, scheduled deliveries and pick-up orders) through Grab’s merchant-partner application, and it also enables driver-partners to accept bookings for prepared meal delivery services through Grab’s driver-partner application. •Dine-Out enhances the consumer experience by enabling the discovery of restaurants through curated guides and reviews, facilitating instant table reservations, and offering savings through pre-purchased vouchers or "Dine Out" discounts applied directly at the point of sale. 56 Table of Contents •GrabMart is a goods ordering and delivery booking service, which enables merchant-partners to accept bookings for goods from consumers (with options for on-demand deliveries, scheduled deliveries and pick-up orders) through Grab’s merchant-partner application, and it also enables driver-partners to accept bookings for goods delivery services through Grab’s driver-partner application. Through GrabMart, consumers can order everyday items ranging from groceries and household goods, to gifts and electronics for delivery to their doorstep on-demand. In some countries such as Malaysia and Indonesia, we also operate GrabSupermarket, which enables the delivery of a wide range of fresh produce and household products from supermarkets. As of December 31, 2025, we also operate 61 supermarkets in Malaysia under Jaya Grocer with more than 42,000 stock-keeping units, approximately 1,100 suppliers, and more than two million members in the Jaya Loyalty program. We also completed the acquisition of another Malaysian supermarket operator in 2025, Everrise, which enables us to bring the convenience of on-demand grocery delivery to more consumers in the country. •GrabAds enables businesses to foster growth through different advertising touch points depending on their target audience and objectives. We provide online advertising solutions on our superapp and deliveries offerings, and offline advertising solutions on our vehicle fleet, such as in-car product placements and mobile billboards to generate mass awareness. For our GrabFood and GrabMart merchant-partners, we provide promoted listings and banner advertisements enabling them to promote their businesses within the food and grocery delivery offerings on our platform and enhance their consumer reach. •GrabExpress is a package delivery booking service, which enables driver-partners to accept bookings for package delivery services through Grab’s driver-partner application. Consumers can arrange for instant or same-day deliveries using different vehicle types to cater for different package sizes. GrabExpress web booking portal enables social sellers and e-commerce businesses to leverage our open application programming interfaces (“APIs”) to make bulk delivery bookings and offer last mile delivery services to their customers. •Grab for Business platform offers a unified management portal for corporate clients to easily digitize the management of corporate food and package delivery and transport services with advanced features that enable businesses to set policies, controls and corporate billing arrangements, as well as track and monitor all business usage of Grab’s offerings, which help to drive cost efficiencies, transparency and increased productivity. Grab for Business also offers integration with certain corporate expense management systems, making it easier and more seamless for employees to claim work-related spend on Grab’s offerings. •In Indonesia, our GrabKios offering enables a network of GrabKios agents to act as an offline channel to sell digital goods including mobile airtime credits, bill payment services and e-commerce purchasing services. Mobility—Our mobility offerings connect our driver-partners with consumers seeking rides across a wide variety of multi-modal mobility options including private cars, taxis, motorcycles in certain countries, and shared mobility options such as carpooling in selected markets. It also includes GrabRentals, which facilitates vehicle rental for our driver-partners. Through GrabAds, we also provide both online and offline advertising solutions, with the latter leveraging our vehicle fleet, such as car wraps and in-car product placements to generate mass awareness. Key mobility offerings on our platform include the following: •GrabCar enables a private hire driver-partner to register with us and accept bookings through our driver-partner application. It includes a variety of localized solutions that vary across our markets, including premium cars (GrabCar Premium), cars equipped to transport persons with mobility needs (GrabAssist), cars equipped with child seats (GrabFamily), cars equipped to transport pets (GrabPet), large format vehicles (GrabCar XL), and limousine-styled services (GrabExec). Driver-partners who offer these specialized services receive additional customized training to help them better serve the needs of their passengers. •GrabTaxi enables a licensed taxi driver-partner in all markets we operate in except for Cambodia to register with Grab and accept bookings through the Grab driver-partner application. 57 Table of Contents •JustGrab enables consumers in Cambodia, Malaysia, Singapore and Thailand to conveniently book either a private car or a traditional taxi with upfront non-metered pricing. By enabling bookings of either vehicle type, we are able to pool the supply of both taxis and private cars and enable faster booking of rides and a more efficient mobility platform. •GrabBike is a motorcycle ride-hailing offering. It is a popular choice as it is an affordable and efficient mobility mode in congested cities. Through our GrabNow solution available in Indonesia and Vietnam, we enable consumers to directly flag down a GrabBike driver-partner without pre-booking through our app. In the Philippines, we relaunched the enhanced Move It app in 2023, our two-wheel ride-hailing service in the country, which now integrates Grab’s technology to enhance its operational efficiency and improve its safety and service quality standards. •Three-wheel vehicles provide culturally popular localized modes under a variety of local names such as GrabTukTuk (in Cambodia and Thailand), GrabTrike (in the Philippines), GrabThoneBane (in Myanmar) and GrabRemorque (in Cambodia). •Our shared mobility options, such as carpooling (GrabShare and GrabHitch) also enable more affordable alternatives on our platform for consumers. •Similar to our enterprise deliveries offerings, through the Grab for Business platform, we also offer enterprise mobility solutions to our corporate clients. •Specific to our driver-partners, we offer GrabRentals, which facilitates vehicle rental for our driver-partners at competitive rates through our rental fleet or third-party rental services to allow driver-partners with limited vehicle access to offer services on our platform. We offer four-wheel vehicle rental services to our driver-partners in Indonesia, Singapore and Malaysia, as well as motorcycle rental services in Singapore and Indonesia. In Singapore, we also launched GrabCab, a subsidary of GrabRentals, in July 2025. Financial Services—Our financial services offerings include digital solutions offered by and with our partners to address the financial needs of driver- and merchant-partners and consumers, including primarily digital payments, lending, receivables factoring, and insurance distribution through GrabFin and OVO. As part of our financial services offerings, we also provide digital banking services through GXS Bank in Singapore and GXBank in Malaysia. We also have less than 50% equity interest in PT Super Bank Indonesia Tbk. GXS Bank offers savings accounts, payment products (GXS Debit Card and GXS FlexiCard), and digital lending products (GXS FlexiLoan) to the public in Singapore. GXBank offers savings accounts, payment products (GX Bank Debit Card) and FlexiCredit, a revolving line of credit to the public in Malaysia. Key financial services offerings on our platform include the following: •GrabPay is our digital payments solution addressing unique digital payments challenges and is available in Indonesia (through OVO), Malaysia, the Philippines, Singapore, and Thailand. It allows consumers to make online and offline electronic payments using their mobile wallet. We enable consumers, lacking access to a bank account, to add payment methods and top up their mobile wallet through our driver-partner network, amongst many other top up channels. It also allows our driver- and merchant-partners to receive digital payments for their services. •GrabCoins is our loyalty platform providing consumers that use our platform with a large catalog of points redemption options, including offers from both popular merchant-partners and Grab. Integration with our offerings allows for a seamless experience, including automatic suggestions to pay for a ride or delivery using GrabCoins points (OVO Points in Indonesia). •GrabFin provides our driver- and merchant-partners and consumers greater access to financial services through our platform. Offerings include digital and offline lending, PayLater services, white goods financing, receivables factoring and working capital loans. •PayLater enables our merchant-partners to offer their consumers the option to pay for goods and services on a later date or in installments and is available in Indonesia, Malaysia, the Philippines, Singapore and Thailand. In 2020, we expanded PayLater to include online shopping and installment payments in Singapore and Malaysia. 58 Table of Contents •GrabInsure connects affordable insurance products to consumers and our driver-partners, and is available in Singapore, Indonesia, Malaysia, the Philippines and Vietnam. Products offered include protections for rides and package deliveries, personal accident insurance, income protection insurance, critical illness insurance, vehicle insurance and travel insurance. •GrabLink, our in-house PCI-compliant secure payment gateway and acquiring service licensed under the Payments Services Act of Singapore aimed at reducing dependency on third-party providers, and helps us reduce our cost of funds across Grab transactions. •Digibank Savings Account is a digital banking deposit account accessible through our Digibank apps or website with no cash or cheque services. Depositors can earn interest on their savings accounts, and receive funds into and make transfers from these accounts. •GXS FlexiLoan is a standby revolving line of credit that is accessible through GXS Bank’s Digibank app. Eligible customers can open a FlexiLoan account under their names and can draw multiple loans up to their credit limits. •GX Bank Debit Card is a debit card issued by GX Bank which offers unlimited rewards on eligible transactions and no foreign transaction fees. •GXS FlexiCard is an interest-free, fee-based credit card issued by GXS Bank with a S$500 credit limit. Others—We have a combination of multiple operating business activities that are not individually material. They include mapping services, autonomous vehicle services and last-mile delivery infrastructure. The key to our platform is the relevance of our offerings to consumers’ everyday lives from the time the consumer wakes up and orders breakfast, commutes to and from the workplace, all the way to the evening when the consumer orders dinner, pays for bills or shops online. We focus on everyday transactions such as transportation, eating, shopping, digital payments, banking and other financial services. At a touch of a button, consumers have access to all offerings on our platform through a single mobile application. In a region as geographically diverse as Southeast Asia, the offerings on our platform have a wide geographic coverage, operating in capital cities, major commercial and tourist cities, as well as smaller cities and towns across Southeast Asia. Our application offers localized offerings and personalized experiences based on the consumer’s location. Our deliveries, mobility and financial services segments represented (i) 53.4%, 36.2% and 10.3%, respectively, of our revenue in the year ended December 31, 2025, (ii) 53.4%, 37.4% and 9.1%, respectively, of our revenue in the year ended December 31, 2024, and (iii) 55.5%, 36.9% and 7.5%, respectively, of our revenue in the year ended December 31, 2023. In addition, deliveries and mobility represented (i) 64.3% and 35.7%, respectively, of our on-demand GMV in the year ended December 31, 2025, (ii) 63.8% and 36.2%, respectively, of our on-demand GMV in the year ended December 31, 2024, and (iii) 65.7% and 34.3%, respectively, of our on-demand GMV in the year ended December 31, 2023. Our Business Model Our platform connects millions of consumers with millions of driver- and merchant-partners to facilitate interaction and trade between these stakeholders. We generate the majority of our revenue from service fees and commissions paid by driver- and merchant-partners for use of the Grab superapp to connect them with consumers and facilitate transactions. Based on service agreements with driver- and merchant-partners, we retain the applicable fee or commission from the fare or order and related charges that we collect on behalf of the driver- and merchant-partners. We offer various incentives to our driver- and merchant-partners, which are deducted from the commissions and fees normally received from driver- or merchant-partners (typically being a percentage of the fare paid by the consumer to the driver- or merchant-partner) and such incentives may sometimes exceed Grab’s commissions and fees from a particular transaction. We also offer consumer incentives. All of the foregoing incentives are recorded as reductions in revenue. We also generate revenue from payment processing services transaction fees charged to merchant-partners. 59 Table of Contents In the fourth quarter of 2022, there was a business model change in one of our markets for certain delivery offerings from being an agent arranging for delivery services provided by our driver-partners to end-users, to being a principal whereby we are the delivery service provider contractually responsible for the delivery services provided to end-users. Under the principal model, delivery fees paid by users in that market are recognized as revenue to us, and the amount from it that is paid to driver-partners to carry out the delivery, plus any additional incentives we pay to them, are recognized as an expense or cost of revenue by us. Set forth below are descriptions of our business model by segment. Deliveries. Our deliveries platform connects driver- and merchant-partners with consumers to create a localized logistics platform, facilitating on-demand and scheduled delivery of a wide variety of daily necessities, including ready-to-eat meals and groceries, as well as point-to-point package delivery. This segment includes GrabFood, GrabMart, Dine Out, GrabExpress, and GrabKios. Through GrabAds, we also work with our merchant-partners to provide promoted listings and banner advertisements, enabling them to promote their businesses within the food and grocery delivery offerings on our platform and enhance their consumer reach. Grab Economics: To illustrate the economics of a typical deliveries order, we generate revenue primarily from commissions charged to merchant-partners and driver-partners for utilizing our platform to connect with consumers and facilitate transactions. For Deliveries, consumers are typically charged a delivery fee and applicable platform fees. Merchant-partners pay a commission based on an agreed-upon rate applied to the total dollar value of the goods ordered, and driver-partners may pay a commission in certain markets. Our recognized revenue reflects these commissions, net of any incentives provided to driver-partners, merchant-partners, or consumers. Mobility. Our mobility offerings connect consumers with rides provided by driver-partners across a wide variety of multi-modal mobility options including private cars, taxis, motorcycles (in certain countries), and shared mobility options, such as carpooling. This segment includes GrabCar, GrabTaxi, JustGrab, GrabBike, three-wheel vehicles, GrabShare, and GrabRentals. Through GrabRentals, we utilize Grab’s fleet of cars to provide one-stop car rental to driver-partners at affordable rates. Through GrabAds, we also provide both online and offline advertising solutions, with the latter leveraging our vehicle fleet, such as in-car product placements and mobile billboards to generate mass awareness. Grab Economics: To illustrate the economics of a typical ride, we generate revenue by connecting consumers with driver-partners. Consumers pay a fare that includes the cost of the ride, applicable tolls, and platform fees. Driver-partners receive the value of the ride and applicable tolls, net of our commission or service fee. Our commissions are generally calculated as an agreed-upon percentage of the ride cost, while service fees may vary based on distance and time. We recognize revenue on a net basis, representing the commissions owed to us, excluding amounts collected on behalf of and remitted to driver-partners. Financial Services. Our financial services offerings include digital solutions to address the financial needs of our driver- and merchant-partners and consumers, including primarily digital payments, lending, receivables factoring, and insurance. This segment includes GrabPay, GrabCoins, GrabFin, GrabInsure, and OVO. The financial results of OVO, which is a leading Indonesian digital payments and smart financial services business, are consolidated in our financial results and included in our financial services segment. As part of our financial services offerings, we also provide digital banking services through GXS Bank in Singapore and GXBank in Malaysia. GXS Bank offers savings accounts, payment products (GXS Debit Card and GXS FlexiCard), and digital lending products (GXS FlexiLoan) to the public in Singapore. GXBank offers savings accounts, payment products (GX Bank Debit Card) and FlexiCredit, a revolving line of credit to the public in Malaysia. 60 Table of Contents Merchant-partners that have entered into contractual agreements with Grab pay us a commission fee, based on transaction volumes, to support the GrabPay e-wallet services we provide or facilitate for merchant-partners and consumers. Inter-company revenue generated from on-platform payments, together with the corresponding costs charged to other Grab segments, is eliminated when we consolidate our financial results. Consumer incentives and consumer rewards are recorded as reductions in revenue (and not as expense), and therefore in the past, we have recorded negative revenues from financial services for certain periods. We also generate revenue from other financial services, namely lending, insurance, and others. For lending and receivables factoring, we generate revenue primarily based on the interest income we receive from the loans we extend to borrowers and from the factoring fee or discount when we purchase the receivables, as the case may be. For other financial services, we generate revenue through commissions received from the sale of products and services. We also maintain a rewards program, which helps to increase retention as consumers earn rewards points that can be redeemed on our platform. Others. We have multiple operating business activities that are not individually material. They include mapping services, autonomous vehicle services and last-mile delivery infrastructure. Competition We have a technology platform providing a broad range of everyday local offerings in a seamless superapp offered at a regional scale, localized for each country where we operate. The segments and markets in which we operate are intensely competitive and characterized by shifting user preferences, fragmentation and frequent introductions of new offerings. We face competition in each of our segments and markets from single market and regional competitors and single segment and multiple segment players. We compete to attract, engage and retain consumers, driver-partners and merchant-partners and enable access to consumers based primarily on the following criteria: •Consumers. We compete to enable driver- and merchant-partners to attract, engage and retain consumers based on, among other things, convenience, reliability and value of offerings on our platform. We believe we are positioned favorably based on safety, value and breadth, depth and quality of offerings on our platform. The integration of offerings on our superapp platform provides consumers with one-stop access to everyday needs, differentiating us from many of our competitors. 61 Table of Contents •Driver-Partners. We compete based on, among others, our ability to provide flexible income opportunities, attractive earning potential and the quality of our driver-partner community and work experience. We believe that we are positioned favorably, driven by the scale and breadth of our support for driver-partners, including technology-driven tools and services that enable them to increase their productivity and earnings. We also focus on supporting our driver-partners by providing them training and education initiatives that may be helpful with their career objectives. •Merchant-Partners. We compete based on, among others, our ability to generate consumer demand and the quality and value of our demand fulfillment and support services. We believe we are positioned favorably based on the scale of the consumer base on our platform and demand fulfillment capabilities as well as our broad array of merchant tools and services that enable merchant-partners to launch and scale their businesses. For additional information about the risks to our business related to competition, see the section titled “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—We face intense competition across the segments and markets we serve.” Our Roadmap for Sustainable Growth Invest in Technology and Infrastructure We plan to continue to invest in technology and infrastructure to enhance user experience and improve operational efficiency. For example, we plan to continue to: •Refine our on-demand delivery algorithm and mapping capabilities to further optimize routing and reduce delivery times. •Focus investment on AI to better predict our users’ needs so as to enable more relevant, personalized and engaging experiences, while also improving workforce efficiency, as well as the efficiency of our driver- and merchant-partners. •Leverage automation to increase the efficiency of operational processes such as the processing of support enquiries. •Enhance our platform by deploying proprietary or partner-led AV and robotics technology, aimed at optimizing the efficiency of our mobility services and our last-mile delivery ecosystem. Drive Efficiencies and Monetization Opportunities across our Partner Network The scale of our driver- and merchant-partner base and consumers using our platform creates significant opportunities for us to drive further growth and efficiency. For example, we plan to continue to: •Increase engagement as well as addressable advertising opportunities by increasing the breadth and deepening the personalization of our diversified offerings. •Optimize our driver-partner network and maximize efficiencies as we enable more driver-partners to service multiple verticals to satisfy demand. •Offer more tools to assist our merchant-partners to innovate and increase their revenue and productivity. •Cross-sell financial services such as loan and insurance products to our driver- and merchant-partners. 62 Table of Contents Expand our Range of Products and Offerings with Focus on High Growth Areas We are focused on expanding product offerings on our platform in the areas which we believe have the highest growth potential and which have the strongest synergies with the rest of our ecosystem. This includes: •Package and groceries delivery: These businesses are still relatively nascent and have much room for growth in tandem with the growth in e-commerce and the pandemic-induced shift to online grocery shopping. We plan to continue to explore and innovate new delivery models to offer the most affordable and convenient services to our consumers. •Financial services: We intend to continue leveraging our user base and scale in digital e-wallets and the wealth of transactional e-commerce data from within our ecosystem to innovate and offer new financial services products to consumers and small and medium-sized businesses. GXS Bank in Singapore and GXBank in Malaysia, along with PT Super Bank Indonesia Tbk (in which we have less than 50% equity interest), will allow us to further empower more people to gain control of their finances and achieve better economic outcomes. Through the digital banking apps of GXS Bank and GXBank, respectively, we provide deposit and lending services in Singapore and deposit services in Malaysia. •Advertising services: We see significant potential in targeted advertising for merchant-partners so they may better realize opportunities from our extensive ecosystem and its unique features to increase their sales. •Subscription program: GrabUnlimited, our subscription program which is now available in Malaysia, Indonesia, Philippines, Singapore, Thailand, Vietnam and Cambodia, enables us to deepen user engagement and drive retention, transaction frequency and volume on our platform. Furthermore, we see room for growth outside tier 1 cities that remain underpenetrated today. We will look to expand and localize our product offerings to address the needs of consumers in those cities. Pursue Targeted Investments, Acquisitions, and Strategic Partnerships To complement our organic growth strategy, we expect to continue to selectively pursue investments and acquisitions that we believe will enhance user experience, as well as solidify and extend our market position. We have also successfully pursued a strategy of making strategic alliances with suitable partners such as Singtel in Singapore and Emtek in Indonesia, and we expect to continue to do so in the future. We intend to focus on investments, acquisitions and alliances that we believe will attract new consumers to our platform and broaden our offerings. Intellectual Property Our brand value and technology, including our intellectual property, are some of our core assets. We protect our proprietary rights through a combination of intellectual property, contractual rights, and internal controls and procedures. These procedures include registered intellectual property, such as patents and patent applications, registered designs, registered trademarks, registered copyright, and unregistered intellectual property, including unregistered trademarks, unregistered copyrights, and trade secrets. We also protect our proprietary rights through license agreements, confidentiality and non-disclosure agreements with third parties, employees and contractors, employee and contractor disclosure and invention assignment agreements, and other similar contractual rights, as well as administrative, physical, and technical controls to protect our confidential information and trade secrets. As of December 31, 2025, we had 1,247 registered trademarks and 429 pending trademark applications across the various markets in which we operate, and we had registered 836 domain names. 63 Table of Contents As of December 31, 2025, we had 296 granted patents, 838 pending patent applications and 104 filed and/or registered designs throughout our markets of operation and research and development locations. Many of the patents and pending patent applications relate to our core technology such as customer matching, booking intelligence, location intelligence, map building and operations, platform optimization, safety and tracking services. Our software is also protected by copyright and trade secrets/confidential information laws. However, we cannot guarantee that any of our patent applications will result in the issuance of a patent or whether such patent applications will issue with the same or similar claim scope as currently present. For example, we may narrow the claim scope of a patent application during the examination process. In addition, patents may be contested, circumvented, found unenforceable or invalid, and we may not be able to detect third party infringement or our intellectual property or prevent third parties from infringing them. We generally control access to and use of our proprietary technology and other confidential information with internal and external policies, processes and controls, including network security and contractual protections with employees, contractors and other third parties. To preserve our brand value, we also have brand enforcement programs in place and conduct regular reviews to monitor any infringement by third parties of our intellectual property rights. Despite our various efforts to protect our proprietary rights, unauthorized parties may still copy or otherwise obtain and use our technology. In addition, as we face increasing competition and as our business grows, we could face allegations that we have infringed the trademarks, copyrights, patents, trade secrets or other intellectual property rights of third parties, including of our competitors, strategic partners, investors and other entities with whom we may share information or receive information from, and as a result may be subject to legal proceedings and claims from time to time relating to the intellectual property of others. Insurance We maintain insurance coverage that we believe is relevant for our businesses and operations. Our insurance includes local property insurance in various countries, which also covers damages to our regional offices, business interruptions and public liabilities, errors and omissions, commercial motor insurance covering our vehicle fleets, employee insurance covering varying combinations of outpatient and inpatient medical in their home country and also whilst on business travel, term life, work injury and personal accidents, intellectual property infringement liability insurance, special risk insurance covering geopolitical crisis risks, and directors’ and officers’ liability insurance, among other coverage. In addition to this special risk insurance, we have also procured cybersecurity liability insurance covering primarily data and system recovery, cyber extortion, privacy and network security, media, professional indemnity liability and business interruption arising therefrom. We also have general commercial third-party liability insurance for GrabFood, personal accident insurance, prolonged medical leave and worker’s compensation insurance coverage for our driver-partners in Singapore, as well as rider’s liability insurance in certain countries, including Singapore. We cannot guarantee, however, that we will not incur any losses or be the subject of any claims that exceed the scope of the relevant insurance coverage. We reassess our insurance structure at each renewal, taking into account both insurance market conditions and the expansion and development of our business. Regulatory Environment Except as disclosed in this annual report, we believe we are in material compliance with the referenced regulations and there is not currently a known material risk of non-compliance. Regulations Specific To Countries Where We Principally Operate Singapore Regulations on Deliveries Business While Singapore lacks laws specifically governing package delivery services, there are regulations addressing the conveyance of letters (including postal articles) below 500 grams, for which a postal license is required under the Postal Services Act 1999 (“PSA”). We do not have a postal license and we do not permit the delivery of letters below 500 grams on our platform. Non-compliance with the PSA can result in seizure of the letter(s) and the imposition of fines of up to SGD 10,000 ($7,800) per instance and/or imprisonment of up to three years. Further, certain provisions under the Road Traffic Act 1961 (“RTA”) prohibit chauffeured private hire car drivers and taxi drivers from providing courier pick-up and delivery services without the prior approval of the Registrar of Vehicles appointed under the RTA. We do not permit chauffeured private hire car drivers or taxi drivers to provide package delivery services under GrabExpress and/or GrabFood/GrabMart if they provide ride-hailing services on our platform. 64 Table of Contents Regulations on Mobility Business The Land Transport Authority (the “LTA”) regulates our ride-hailing booking services in Singapore under the Point-to-Point Passenger Transport Industry Act 2019 (the “PPPTIA”). To operate, we are required to obtain and maintain specific licenses under the PPPTIA and must strictly comply with all conditions set out in these licenses, as well as any directions or codes of practice issued by the LTA. A core compliance requirement for our platform is to ensure that the ride-hail fares charged through our services are consistent with the pricing policies established by the Public Transport Council. We are also responsible for ensuring that all our driver-partners are compliant with certain legislative requirements relating to motor vehicle insurance and public service vehicle licensing. Non-compliance with the PPPTIA license conditions can result in significant penalties, including the imposition of financial fines up to 10% of our annual turnover from the ride-hail business or SGD 100,000 ($78,000) per instance, and potential revocation or suspension of our operating licenses. Non-compliance with the pricing policies put in place by the Public Transport Council include the imposition of fines and/or imprisonment. Regulations on Financial Services Payment Services The provision of payment services is regulated by the MAS under the Payment Services Act 2019 (“PS Act”). Unless excluded or exempt, an entity must obtain the relevant license to offer regulated services such as e-money issuance, domestic or cross-border money transfer, merchant acquisition service and digital payment token services. Licensees may generally be subject to obligations including but not limited to base capital requirements, the mandatory safeguarding of customer monies (for a major payment institution such as Grab), the requirement to furnish security (for a major payment institution such as Grab), and strict compliance with MAS's anti-money laundering (AML) and counter-financing of terrorism (CFT) rules. Non-compliance could result in sanctions, revocation or suspension of a licence, fines, and/or criminal penalties. Digital Banking Digital banking is governed under MAS' framework for Digital Full Bank (“DFB”) and Digital Wholesale Bank (“DWB”) licenses. DFBs, which serve retail and non-retail customers, must commence operations as a restricted DFB before progressing to a full-functioning DFB within three to five years (as expected by MAS) from commencement of business. Like all licensed banks, DFBs are subject to the Banking Act 1970 and a comprehensive suite of regulations, including minimum capital and liquidity requirements, prudential standards, risk-based capital adequacy rules, and mandatory membership in the Deposit Insurance Scheme. Non-compliance could result in regulatory actions by MAS, including revocation or suspension of license. Moneylending Business The business of moneylending is regulated by the Registrar of Moneylenders, Ministry of Law under the Moneylenders Act 2008 (MLA) and generally requires a license, though certain persons may be exempt or excluded. The issuance of new moneylending licenses has been subject to a moratorium since 2012. Both licensed and exempt moneylenders are subject to specific duties and conduct of business requirements under the MLA, including compliance with the Moneylenders (Prevention of Money Laundering and Financing of Terrorism) Rules 2009, which require internal policies, customer due diligence, and suspicious transaction reporting, among other things. Insurance A person or entity that arranges contracts of insurance on behalf of insurers, including through a digital platform, and who is construed as an insurance agent, must register with the General Insurance Association of Singapore (GIA)'s Agents' Registration Board via their principal insurers, unless a specific exemption applies. Agents must operate under a written agreement with insurers entitled to carry on business in Singapore, comply with pre-contractual disclosures and other conduct of business requirements, and adhere to MAS-mandated minimum competency and training standards. Insurance underwriting activities are also licensed by the Insurance Act 1966. Non-compliance could result in regulatory actions by MAS, including revocation or suspension of license. Regulations on Platform Workers The Platform Workers Act 2024 (“PWA”) provides for the rights and obligations of platform operators and platform workers in Singapore (being ourselves and our driver-partners, respectively). 65 Table of Contents Among other things, the PWA: •requires platform operators and platform workers to make prescribed contributions to the platform worker’s statutory social security savings account, if applicable. There would be penalties including fines and imprisonment for non-compliance with the provisions on prescribed contributions. •provides for the establishment of a framework for the representation of platform workers via platform work associations, which may negotiate with such platform operators on a diverse range of issues including the income, safety and well-being of platform workers. •provides that platform operators must provide work injury compensation and work injury compensation insurance in respect of each platform worker. Indonesia Regulations on Foreign Investment and Foreign Ownership Restrictions Foreign investment in Indonesia, including our investments, is primarily governed under Law No. 25 of 2007 regarding Investment, as amended by Law No. 6 of 2023 on Stipulation of Government Regulation in Lieu of Law No. 2 of 2022 on Job Creation (collectively, the “Investment Law”). The Investment Law provides that all business sectors or business lines in Indonesia are open to foreign investment, except those which are expressly closed to or restricted from foreign investment, or those business sectors or business lines that can only be carried out by the central government, co-operatives or micro, small and medium enterprises. The Indonesian government maintains a list of business activities that are either open to foreign investment, subject to certain conditions or closed to foreign investment. In addition, industry-specific laws may also require foreign investors to fulfill some conditions or requirements related to the operation of the businesses. Considering the above, foreign investors wishing to invest in Indonesia must structure their investment in accordance with the restrictions or requirements applicable to their intended business activities. They must also determine whether the foreign investment company can be wholly or partially owned by foreign shareholders before setting up the company. Regulations on Our Online Platform The E-Commerce Regulations (Government Regulation No. 80 of 2019 and Minister of Trade Regulation No. 31 of 2023) require any business actor that provides Electronic Communication facilities for trading transactions, such as an online platform or marketplace, to obtain an E-Commerce Trade Business License (SIUPMSE). Since our platform acts as an electronic communication medium supporting e-commerce transactions, we must obtain and maintain this license to operate legally. Specifically, these regulations mandate that we, as the platform operator, ensure certain consumer protection information, such as the contact details of the Directorate-General of Consumer Protection and Trade Order, is easily accessible to consumers on the app interface. As of the date of this annual report, we have obtained an effective SIUPMSE for our Indonesia platform entity. Further, a Drug and Food Authority regulation effective July 2024 governs the online distribution of over-the-counter medicine and prescription drugs. We are in the process of obtaining the required license to facilitate sales of medicines via our platform. Regulations on Deliveries Business Our point-to-point delivery services are regulated as "postal services" under Law No. 38 of 2009 regarding Post, as amended. This classification requires our entity that engages in domestic postal business activity to comply with a maximum foreign ownership restriction of 49%. In case of non-compliance, the relevant authority (including the Indonesia Investment Coordinating Board (“BKPM”) and the Minister of Communication and Digital Affairs (“MOCD”) can impose administrative sanctions, including the temporary suspension or revocation of the applicable business license. Regulations on Mobility Business Minister of Transportation (“MOT”) Regulation No. PM 118 of 2018, as amended, (“MOT Reg 118/2018”) governs special rental transportation, i.e., door-to-door transportation service with a driver, in which the booking is made through a technology-based application. The regulation requires that each car for ride-hailing purposes is licensed with an inspection card. The technology-based application company, such as our platform, is separately required to, among others, enter into cooperation with licensed special rental transportation companies to provide online ride-hailing service to passengers. 66 Table of Contents MOT Reg. 118/2018 and subsequent regulations mandate that service tariffs (which may be evaluated periodically, at least every six months) must be set within minimum and maximum per-kilometer limits determined by the MOT or the local governor, depending on the operational area. Furthermore, vehicles used must comply with minimum service standards, including a maximum age limit of five years to ensure passenger safety and comfort. Failure to comply with either the tariff rules or vehicle standards can subject the licensee to administrative sanctions, including fines, and temporary suspension or revocation of the license. For two-wheel ride-hailing, MOT Regulation No. 12 of 2019 stipulates the obligations of, among others, the platform company (the technology application provider). The platform company must implement measures to ensure the physical safety of drivers and passengers, including measures to equip the platform with a panic button for both drivers and passengers. It must also have standard operating procedures in place for drivers that govern how orders are handled and how a driver-partner’s conduct is managed. These required SOPs must explicitly detail the violations that lead to sanctions (including temporary suspension or termination), outline the gradual stages for imposing these sanctions, and specify the steps for both implementing and later revoking any temporary suspensions. The platform company must also comply with service fee and tariff requirements, as set by the Ministry of Transportation (“MOT”) Decree No. 667 of 2022, as amended, sets mandatory floor and ceiling tariffs and limits the maximum commission a platform company may take from the total tariff to 15%. An additional optional supporting fee of up to 5% may be charged, provided these funds are reinvested into specific components for driver-partner welfare, such as extra insurance and operational assistance. Regulations on Financial Services Business Payment Systems In December 2025, Bank Indonesia (“BI”) issued BI Regulation No. 10 of 2025 on the Regulation of the Payment System Industry and Member of the Board of Governors Regulation No. 32 of 2025 on Payment System Governance (“BI Payment System Regulations”). The New BI Payment System Regulations will take effect on March 31, 2026 and replace certain aspects of the previous BI payment system regulatory framework under BI Regulation 22/23/PBI/2020 of 2020 regarding Payment Systems and BI Regulation No. 23/6/PBI/2021 on Payment Services Providers. As a payment service provider (“PJP”), an e-wallet platform (such as OVO in our business), is required to obtain a license from BI to facilitate payment transactions. Similar to the previous regime, the New BI Payment System Regulations impose a maximum foreign share ownership of 85% at the ultimate shareholder level and certain domestic control requirements, including requirements that domestic parties must hold a minimum of 51% of voting shares, have the ability to nominate a majority of the board of directors and/or board of commissioners, and retain veto rights over significant decisions at the general meeting of shareholders. Non-compliance can lead to administrative sanctions, including revocation of the PJP license. The new BI Payment System Regulations introduce a “TIKMI” performance assessment framework, under which payment system providers (“PSPs”) (including PJPs) must conduct periodic self-assessments covering transaction, interconnection, competence, risk management, and IT infrastructure, and submit the results to BI. Based on TIKMI outcomes, BI classifies PSPs as Primary PSPs or non-Primary PSPs, with Primary PSPs generally being those whose scale, interconnectedness, or complexity could give rise to systemic payment-system risks. This classification affects supervisory intensity, including assessment frequency, and may also influence BI’s supervisory scrutiny and regulatory expectations in relation to PSPs’ cooperation arrangements. In addition, PSPs are required to prepare and submit a payment systems business plan (“RBSP”) for BI approval. The RBSP is a key regulatory instrument, as it serves as the primary channel through which planned cooperation arrangements and significant business developments are disclosed to, and reviewed and approved by, BI. P2P Lending Services Information Technology-based Joint Funding Services (“P2P Lending”) are mainly regulated by the Financial Services Authority (“OJK”) under OJK Regulation No. 40 of 2024, which includes, among others, OJK Regulation No. 4/POJK.05/2021 and OJK Circular Letter No. 19/SEOJK.06/2025 ("P2P Regulation"). Foreign ownership in a P2P Lending company is limited to 85%. P2P Lending companies must obtain a license from the OJK and maintain a minimum issued capital of IDR 25 billion ($1.5 million) since establishment. Prior OJK approval is required for any change in the direct or indirect controlling shareholder. Furthermore, P2P Lending companies are required to place their data center and disaster recovery center within Indonesia and comply with OJK's standards for technology risk management. 67 Table of Contents The total funding provided by a single non-OJK licensed/supervised lender and its affiliates is subject to a maximum of 25% of the P2P Lending company’s total funding position at the end of each month. OJK sets a baseline limit of IDR 2 billion ($119,000) on the total funding that a P2P Lending company may channel to any single recipient across its system. For productive financing, this limit can be raised to IDR 5 billion ($298,000) if the platform meets specific prudential requirements. When lending to multiple related recipients, the aggregate exposure to all such related parties must remain within the same cap. Failure to comply with P2P Regulation could result in administrative sanctions, restrictions on business activities and revocation of approval, among other things. In addition, the maximum "economic benefits" (which include interest, fees, and commissions) that a P2P Lending company can charge to its users, as well as late fees, are capped based on loan type and tenor. The total of all benefits and late fees cannot exceed 100% of the principal amount. Insurance Products The implementation and marketing of insurance products through bank and non-bank business entities utilizing an electronic system (such as an online platform) requires prior approval from the OJK. In this context, “marketing” means that the entire insurance process (from product selection, risk assessment, premium/contribution payment, to policy issuance) is done through electronic systems without any face-to-face interactions. In addition, an entity marketing insurance products via an electronic system, whether an insurance company conducting direct marketing or a marketing channel entity (such as an insurance agent, a bank or a non-bank entity), must hold an Electronic System Provider Certificate (“TDPSE”) issued by the MOCD. These regulations ensure that all electronic distribution activities adhere to OJK and MOCD's technology risk management standards and are subject to regulatory oversight over their electronic system administration. Malaysia Regulations on Our Online Platform The Consumer Protection (Electronic Trade Transaction) Regulations 2024 apply to our operation as an online marketplace where goods and services are traded or advertised. These Regulations impose obligations on us, as the online marketplace operator, to protect consumer interests. Our key compliance obligations include ensuring that required goods and services information provided by suppliers is displayed on the online marketplace, maintaining proper transaction records, and establishing adequate grievance-handling procedures for consumers using our platform. Regulations on Mobility Business The provision of ride-hailing services in Malaysia is regulated primarily by the Road Transport Act 1987, the Land Public Transport Act 2010 (LPTA) in Peninsular Malaysia and the Commercial Vehicles Licensing Board Act 1987 (CVLBA) in East Malaysia. An operator of a ride-hailing booking service, which acts as the technology platform, is required to obtain an "intermediation business license" to legally facilitate ride arrangements, bookings, or transactions. Operating without this license is an offense punishable by a fine and/or imprisonment. As an intermediation business licensee, the platform is responsible for various operational standards, including ensuring that a permit is applied for each ride-hailing vehicle and that a valid computerized vehicle inspection certificate is visibly displayed. Additionally, the platform is subject to regulatory limits on surcharge rates and driver-partner commissions and must ensure mandatory ride-hailing insurance covers every driver-partner, vehicle, passenger and third-party. Driver-partners are also separately required to hold a Public Service Vehicle (PSV) license. Regulations on Financial Services Business E-money The issuance of electronic money (“e-money”) is classified as an "approved business" under the Financial Services Act 2013 (“FSA”) and requires the prior approval of the Central Bank of Malaysia, Bank Negara Malaysia (“BNM”). Approved e-money issuers, such as us, are subject to ongoing compliance requirements including the Electronic Money (E-Money) Policy Documents issued by BNM, which specifies governance and regulatory processes, as well as operational, IT and risk management requirements. A critical requirement for non-bank issuers is the deposit of customer funds in a dedicated trust account with a banking institution, ensuring the funds always cover the total outstanding e-money liabilities. Non-compliance with the compliance requirements could result in loss of or restriction on the license, administrative penalties, civil damages claims, and/or criminal penalties. 68 Table of Contents Digital Banks The digital banking joint venture, GXBank, is licensed by BNM under the FSA and operates in the foundational phase for up to five years. During this period, its operations must adhere to the regulatory requirements specified in, among others, the Licensing Framework for Digital Banks policy document issued by BNM. These include, among others, compliance with sound risk management, robust governance practices, and prudential standards applicable to licensed digital banks. Non-compliance could lead to enforcement action, including license revocation. BNPL Services Historically, the Buy Now Pay Later (“BNPL”) services in Malaysia operated outside of formal regulation. However, this position is set to change following the official publication of the Consumer Credit Act 2025 (“CCA”) on December 31, 2025. Announcements are expected to be made in the first quarter of 2026 relating to the commencement date of the CCA, upon which the provision of BNPL services will transition from being in an unregulated environment to a mandatory licensing regime. As such, all BNPL providers will soon be required to obtain a licence from the relevant regulator, namely the Consumer Credit Commission, which will be established under the CCA. Currently, we take reference from the draft industry handbooks, including the Authorisation and Conduct Handbooks, issued by the Consumer Credit Oversight Board Task Force as a guidance to shape our current practices and ensure smooth transition and compliance. Moneylending Moneylending activity is governed by the Moneylenders Act 1951, requiring a license from the Registrar of Moneylenders under the purview of the Ministry of Housing and Local Government (“KPKT”). The definition of a "moneylender" covers anyone who carries on, advertises, announces himself or holds themselves out in any way as carrying on the business of lending money at interest, with or without security, whether or not they carry on any other business. KPKT has released guidelines to allow licensed moneylenders, including conditionally approved platforms like ours, to conduct their business online. Compliance involves displaying the original license at the business premises, adhering to agreement formalities, and record-keeping requirements. Insurance Agents The carrying on of insurance business and the related activities of insurance agents are primarily regulated by the FSA. General insurance agents must comply with rules issued by the General Insurance Association of Malaysia (“PIAM”) for registration and regulation. These rules impose specific requirements on agents, such as restricting them to representing a maximum of two general insurance companies at any time and mandating compliance with certain conduct requirements. Regulations on Worker Classification In Malaysia, there is no single legal test to determine whether a person is engaged as an employee or an independent contractor. The Employment (Amendment) Act 2022 (the “EA”) introduced a presumption, determined based on multiple factors such as control, as to who is an employee or an employer in the absence of a written contract of service relating to any category of employee within the ambit of the EA. In determining the status of an employee or independent contractor, the Industrial Court of Malaysia will examine all facts and circumstances and the conduct of the parties, including those multiple factors, whether there is a fixed compensation package or whether the individual undertook a business risk, exclusivity, whether any statutory contributions have been made, and the contractual terms of the engagement. The Gig Workers Act 2025 (“GWA”) was gazetted into law on December 31, 2025 which, among others, seeks to protect the rights of gig workers. It provides for the duties of a contracting entity, regulates terms and conditions of the service agreement between a contracting entity and gig workers, and provides for a dispute resolution mechanism. Under the GWA, a “gig worker” includes an individual who (a) is a Malaysian citizen or permanent resident, (b) enters into a service agreement with, among others, a platform provider for the performance of services, and (c) receives earnings for the services, and this would capture our driver-partners. A platform provider includes a digital intermediary system provider like us, who connect services by a gig worker to a service user. Based on announcements made by the Minister of Human Resources of Malaysia, the GWA is expected to come into operation in March 2026, once all implementation mechanisms have been finalized. 69 Table of Contents The Philippines Foreign Ownership Restriction Foreign participation in nationalized activities in the Philippines is primarily governed by the 1987 Constitution (“Constitution”), and applicable statutes such as the Foreign Investments Act of 1991, as amended, and the Public Service Act (PSA), as amended by Republic Act No. 11659 (the “PSA Amendment”). The Constitution reserves the operation of a public utility to Philippine citizens or to corporations that are at least 60% owned by Philippine citizens. It also mandates that executive and managing officers of a public utility must be citizens of the Philippines. This 60% Filipino ownership rule applies to both the total number of outstanding voting shares and the total number of outstanding shares of stock. The PSA Amendment, which became effective in 2022, provides an exclusive enumeration of what constitutes a “public utility.” Only those specifically classified as a public utility (e.g., electricity distribution and transmission, water pipeline distribution systems, seaports, and certain public utility vehicles) are subject to the 60% foreign ownership restriction. Public services not classified as a public utility (such as transport vehicles accredited with and operating through technology-based application companies (“TNCs”) are generally open to full foreign ownership. However, other public services may later on be classified as public utilities by congressional act. Commonwealth Act No. 108, as amended, known as the Anti-Dummy Law (“ADL”), prohibits arrangements where a Filipino national acts as a nominee of the foreign national to circumvent these ownership restrictions. Failure to comply with the ownership requirements, or acting as a nominee, may lead to severe penalties, including imprisonment, fines, and cessation of business operation. Regulations on Deliveries Business Our package and letter delivery services are regulated as Private Express and/or Messenger Delivery Services (“PEMEDES”) under the Department of Information and Communications Technology (“DICT”). Operating a PEMEDES requires the firm to possess a formal “Authority to Operate.” Furthermore, every individual employed by the operator as a messenger must secure a Messenger’s Work License from the DICT. Non-compliance of any guidelines set by the DICT could lead to administrative fines and revocation of authority. The ICT Infrastructure and Services Enabling Division, under the supervision of the Office of the Undersecretary of Digital Philippines (“OUDP”), registers, monitors and regulates PEMEDES operators. Our GrabFood and GrabMart offerings are also subject to Republic Act No. 11967, the Internet Transactions Act (“ITA”), which governs internet transactions and applies to us as an e-marketplace operator. The ITA imposes several compliance obligations on the platform, such as ensuring transaction clarity, requiring online merchants to submit necessary information, protecting consumer data, and providing effective redress mechanisms. Importantly, the ITA introduces subsidiary liability for the e-marketplace if it fails to, among others, exercise due diligence and solidary liability if it fails to remove prohibited or unsafe goods after receiving formal notice. Regulations on Mobility Business Under current Department of Transportation guidance, TNCs like us are required to secure a Certificate of TNC Accreditation from the Land Transportation Franchising and Regulatory Board (“LTFRB”) to operate four-wheel ride-hailing services. The individual transport vehicle operators (“TNVSs”) must also secure a separate Certificate of Public Convenience. Any non-compliance by a TNC and a TNVS of any guidelines set by the LTFRB may result in administrative fines, suspension, or cancellation of accreditation. Two-wheel ride-hailing services are currently operating under a temporary, government-managed "pilot run" overseen by the Motorcycle Taxi Technical Working Group (“TWG”), as the Land Transportation and Traffic Code historically prohibited motorcycles for hire. The TWG oversees the pilot and is currently considering expanding it and incorporating it into formal public transportation legislation, such as the proposed Motorcycle-for-Hire Act, which is currently pending before the Congress. Violations of pilot rules, such as allegedly exceeding allocated rider caps, can lead to the platform's suspension or removal from the pilot run. 70 Table of Contents Regulations on Financial Services Business Electronic Money Issuers and Payment Services Operators The Bangko Sentral ng Pilipinas (“BSP”) regulates the issuance and operation of Electronic Money Issuers (“EMIs”), such as our GrabPay offering, mandating prior BSP approval to operate. Under BSP Circular No. 1166, series of 2023 (“EMI Circular”), EMIs are classified as "large scale" or “small scale,” depending on the size of the monthly average value of aggregated inflow and outflow transactions. “Large scale” and “small scale” EMIs that are banks must have a minimum capitalization of PHP 200 million ($3.4 million) and PHP 100 million ($1.7 million), respectively. All EMIs must comply with BSP regulations relating to electronic payment and financial services, corporate governance, and anti-money laundering measures. In addition, the EMI Circular imposes stricter disclosure, notification and reporting obligations on EMIs. EMIs are also required to comply with applicable provisions of the Manual of Regulations for Non-Banks (MORNBFI) apart from the EMI Circular. Operators of Payment Systems Republic Act No. 11127 (the “National Payment Systems Act”) requires all Operators of Payment Systems (“OPS”), which includes GrabPay and GrabLink, to register with the BSP. OPS are subject to certain governance and reporting standards, including maintaining a risk appetite statement, meeting board composition requirements, and implementing a reporting system. Furthermore, the Regulatory Framework for Merchant Payment Acceptance Activities approved by the BSP Monetary Board requires an OPS engaging in merchant acquisition to obtain a Merchant Acquisition License from the BSP and comply with minimum capital requirements under the BSP Circular No. 1198. Financing Companies Our lending offerings are subject to Republic Act No. 5980, as amended (the “Financing Company Act”), which requires us to secure a license from the Securities and Exchange Commission of the Philippines (the “Philippine SEC”). This Act governs non-financial institution corporations organized primarily for extending credit facilities to consumers and businesses via direct lending, factoring, or leasing, among others. The Philippine SEC regulates and oversees the maximum rates, fees, and charges imposed by these companies, with power to change, eliminate or grant exemptions from or suspend such rules when warranted by economic and social conditions. The Financing Company Act also requires minimum paid-up capital. BSP Circular No. 1133, which applies to our lending offerings, imposes ceilings on interest rates and fees for short-term, small-value consumer loans (unsecured loans under PHP 10,000 ($200) with a tenor up to four months) offered by financing companies and their online lending platforms, among others. Penalties are imposed for non-compliance with applicable ceiling on interest rates. Moratorium on Online Lending Platform The Philippine SEC has imposed a moratorium through SEC Memorandum Circular No. 10 on the registration of any new online lending platforms since November 2021. Only platforms recorded as of that date, including a Grab subsidiary, may continue to operate. And they are subject to strict monitoring by the Philippine SEC of their compliance with all applicable laws, rules, and regulations. The moratorium remains in effect until it is lifted by the Philippine SEC. Insurance Republic Act No. 10607 (the “Insurance Code”) and the Civil Code of the Philippines govern insurance-related activities, mandating that only persons duly licensed by the Insurance Commission, such as insurance agents and brokers, may engage in the solicitation or procurement of insurance applications, including those offered through an online platform. The Commission also implements an Enhanced Microinsurance Regulatory Framework, which microinsurance agents and brokers must comply with. 71 Table of Contents Regulations on Worker Classification Contracting and subcontracting of work is allowed but is heavily regulated by the Philippine Labor Code and Department of Labor and Employment Department Order No. 174, series of 2017. There is legitimate contracting where the contractor (i) conducts an independent business, (ii) with adequate capital to do the job and pay its people, and (iii) exercises direct control over the performance of the workers. On the other hand, the law prohibits labor-only contracting, which is where the person supplying workers to an employer does not have substantial capital, and the workers placed by such contractor are performing activities directly related to the principal business of such employer, or when the contractor does not exercise the right to control over the performance of the work of the employee. In such cases, the employer shall be responsible to the workers in the same manner and extent as if the latter were directly employed by him. Thailand Regulations on Foreign Business in Thailand Foreign participation in business activities in Thailand is primarily regulated under the Foreign Business Act, B.E. 2542 (1999) (the “FBA”). The FBA limits the rights of foreigners to engage in certain business activities in Thailand. Under the FBA, “foreigners” include companies who do not possess Thai nationality and companies registered in Thailand, in which 50% or more of the share capital is owned by foreign individuals or foreign entities. The FBA and its schedules list the categories of controlled business activities, including activities for which foreigners are barred and activities in which foreigners can participate subject to certain limitations and with permissions from relevant authorities. Among others, platform services and e-payment services are restricted under the FBA. Foreign parties are not allowed to perform such services in Thailand without first obtaining the relevant foreign business license. The grant of a foreign business license is generally at the sole discretion of the Foreign Business Committee, and based on its current policy, the possibility that a foreign business license will be granted for a service business is generally limited. The FBA also prohibits arrangements where a Thai national holds shares in a company as a nominee of a foreigner to circumvent the FBA. Failure to comply with the aforementioned requirement could lead to imprisonment and a fine, or both. Additionally, the court is empowered to order the cessation of the business operation. Currently, our Thai subsidiaries are considered Thai companies under the FBA, and therefore are not subject to the foreign ownership restrictions under the FBA. Regulations on Our Online Platform The first applicable regulation is the Direct Sales and Direct Marketing Act, B.E. 2545 (2002), as amended. This Act regulates business operators who offer goods or services to consumers at a distance with the anticipation that the consumer will respond and purchase those goods or services, which can include online platforms. Such business operators could be viewed as a "direct marketing business," requiring a Direct Marketing Certificate from the Office of the Consumer Protection Board. While the competent authority historically interpreted this as applying only to tangible goods sold through online channels, recent changes in interpretation permit the registration of intangible services, such as the Grab platform services. We have obtained this certificate for our GrabGift e-voucher offerings and have also obtained a Direct Marketing Certificate for the Grab platform services. The second applicable regulation is the Royal Decree on the Supervision of Digital Platform Service Businesses Subject to Prior Notification B.E. 2565 (2022) (the “ETDA Law”). This decree aims to regulate digital platform service providers that act as electronic intermediaries connecting businesses and consumers. As an applicable digital platform service provider, we were required to notify the Electronic Transactions Development Agency (ETDA) before November 18, 2023, for all relevant categories, including ride-hailing, online marketplace for goods, online marketplace for services, and advertising service, which we have timely completed and received certifications for. The ETDA Law also mandates ongoing compliance with consumer protection obligations and may impose additional requirements on "large digital service platform businesses," such as establishing risk management systems and third-party audits, which could apply to our platform based on criteria prescribed under the decree. Furthermore, specific notifications issued under the ETDA Law in 2025 impose additional operational requirements on our services. For our ride-hailing operations, we must comply with measures such as driver and user verification, job flexibility, data safeguarding, user protection measures, and submission of an annual operation report to relevant authorities. For our e-marketplace services, we are subject to extensive obligations such as merchant identity verification, implementation of notice-and-takedown mechanisms, and ensuring products display mandatory certifications or licenses. We are also required to submit detailed annual reports and evidence of compliance to relevant authorities. Failure to meet these obligations may result in suspension of the business or revocation of any notification already made. 72 Table of Contents Regulations on Mobility Business The Thai Vehicle Act, B.E. 2522 (1979), as amended, governs our four-wheel and two-wheel mobility offerings, establishing requirements for vehicle use, registration, signage and taxation. The primary regulatory framework governing ride-hailing requires the ride-hailing operator or application to be formally certified by the DLT before commencing business activities. We obtained this required ride-hailing operator certification for both our four-wheel and two-wheel services in 2022. A certified ride-hailing operator is subject to specific regulatory requirements covering driver-partner onboarding processes, pricing structures, mandatory vehicle decals, and engine power determination, among other things. Critically, the operator must only onboard drivers who are fully compliant with the regulations, including having registered their vehicles for ride-hailing and obtained the necessary public driving licenses. Failure by the ride-hailing operator to comply with these regulations may result in the revocation of its DLT certification. Regulations on Financial Services Business Payment Services Domestic money transfer and payment services fall under the scope of the Payment Systems Act B.E. 2560 (2017) (“PSA”) and require the service provider to obtain a license from the Ministry of Finance (“MOF”) via the Bank of Thailand (“BOT”). Such services include GrabPay Wallet and processing credit/debit card payment for Dine Out service. Regulated activities include electronic money services, electronic fund transfers, and credit/debit card payment processing, among others. Compliance requires adherence to BOT regulations and regulations against money laundering and terrorist financing. Operating without the required license or failing to comply with BOT regulations can result in severe penalties, including administrative fines, imprisonment, and revocation of the license. Furthermore, the emergency decree on technological crimes requires e-payment providers to, among others, monitor transactions and immediately suspend accounts upon detecting suspicious activity or receiving a victim's report. Non-compliance may result in shared liability for victim losses. Nano-financing Nano-financing generally refers to provision of loans, purchases, discounts, or leases to a natural person for business or occupational purposes, without requiring asset or property collateral. Nano-financing, which includes our financial services business such as cash loans, is a restricted business subject to the applicable notifications issued by MOF and BOT. Nano-finance operators are also required to comply with the notification issued by BOT concerning responsible lending. This notification establishes eight principles that must be followed throughout the entire loan debt cycle, covering areas such as loan product development, advertising and sales practices, affordability, promotion of financial discipline, assistance to debtors with persistent debt or facing debt repayment difficulties, and transfer of debtors to other creditors. Personal Loans Personal loan businesses, including cash loans, are also restricted and require MOF approval through the BOT if they fall within the scope of "personal loans under supervision." This category primarily includes unsecured personal loans, lending originating from certain hire-purchase and lease of goods, and vehicle registration loans. Operators are subject to ongoing requirements such as reporting, restrictions on chargeable fees, and customer qualifications. Like nano-finance, personal loan providers must also fully comply with the principles outlined in the BOT's notification concerning responsible lending. Debt Collection All debt collection activities, including those related to lending products like cash loans and PayLater, are governed by the Debt Collection Act, B.E. 2558 (2015). The regulation is strict, requiring debt collection service businesses to register with the Metropolitan Police Bureau or Department of Provincial Administration. It sets out the methods and procedures for collecting debts, and any failure to adhere to the regulations can result in administrative fines, criminal penalties or revocation of the debt collection service registration. 73 Table of Contents Vietnam Foreign Investment Regulations Foreign investment into Vietnam is primarily regulated by the Law on Investment No. 143/2025/QH15 effective on March 1, 2026 (as amended from time to time), and the Schedule of Specific Commitments in Services in Vietnam’s Commitments to the WTO (the “WTO Commitments”). Foreign investment is divided into three general categories: unrestricted, restricted, and prohibited. With respect to the “restricted” category, restrictions can take the form of a specific foreign ownership ceiling in a foreign-invested company, a general requirement to enter into a joint venture with a local party in order to conduct the relevant business, restrictions on the scope of investment activities, the requirement to obtain certain government approvals for foreign ownership, operational license requirements for foreign invested enterprises (“FIEs”), or a combination thereof. For example, foreign ownership in companies providing passenger transport services is subject to a 49% ceiling, as opposed to no foreign ownership restriction on companies engaging in deliveries. Foreign ownership in companies engaging in payment intermediary services is not specifically provided for in either domestic legislation or the WTO Commitments and is therefore subject to government approval on a case-by-case basis. Any investment activities which are not compliant with the Law on Investment and its sub-law guidance may cause a company to be subject to fines and certain remedial measures, such as compulsory termination of the investment activities and return of illegitimate profits earned from such activities. Regulations on Our Online Platform Electronic transactions in Vietnam are primarily governed by the Law on E-Transactions (LET 2024) and Decree No. 137/2024/ND-CP (“Decree 137”). The LET 2024 requires system administrators to furnish electronic information for state inspection and reporting. Under Decree 137, intermediary digital platforms are classified as large-scale (3% to 10% of the population) or very large-scale (over 10%). Having notified the Ministry of Science and Technology (“MoST”) of our status as a “large-scale platform” for 2025 , we are subject to enhanced cybersecurity incident reporting, broader regulatory oversight, including obligations to publicly disclose complaint-handling mechanisms and user volume statistics. We must also annually report risks of information system misuse to the MoST. If reclassified as very large-scale, we must also disclose advertisement recommendation criteria and provide user opt-outs. Under the Law on Protection of Consumer Rights No. 19/2023/QH15 and Decree No. 55/2024/ND-CP, large and very large-scale platforms are further required to archive algorithmically targeted advertisements and conduct periodic evaluations of content moderation, algorithmic systems, and targeting impacts. Additionally, platforms must perform regular reviews of AI implementation, automated solutions, and measures for handling fake accounts. A new Law on Artificial Intelligence will come into effect on March 1, 2026, though implementing regulations are yet to be issued. Regulations on Deliveries Business Our GrabFood, GrabMart, GrabGifts, and Dine Out offerings are subject to e-commerce regulations, including Decree No. 52/2013/ND-CP and Circular 59/2015/TT-BCT (as amended), which require us to register or notify our mobile application with the Ministry of Industry and Trade (MOIT) to avoid administrative fines. The Law on E-Commerce 2026 (“2026 E-Commerce Law”), effective July 1, 2026, introduces stricter obligations for e-commerce platform operators, potentially classifying Grab as a direct, intermediary, and/or integrated platform. Key obligations include publicly disclosing compliance documents and product information, pre-screening seller content for illegal or counterfeit goods, assuming joint liability for buyer damages, and maintaining data storage for at least three years. Existing registrations remain valid until June 30, 2027, by which time Grab must secure re-notification or re-registration under forthcoming implementing regulations. As a Foreign-Invested Enterprise (FIE), we must also maintain a trading license under Decree No. 09/2018/ND-CP. Under Decree No. 85/2021/ND-CP, any change in controlling ownership or acquisition by a foreign investor requires discretionary approval from the MOIT. For the “top 5” e-commerce entities as designated by the MOIT, licensing amendments—triggered by changes to name, legal representative, or ownership—require additional appraisal by the Ministry of Public Security (MPS) for national security purposes. While this introduces potential complexity, the MOIT has not yet officially published the "top 5" list. Additionally, our GrabFood, GrabMart, and GrabExpress services must comply with the Law on Road 2024 regarding traffic safety. GrabExpress specifically falls under "postal activities" governed by the Law on Post, requiring a postal license or certificate of operation notification based on service weight and territory. We have obtained the necessary certificate. While regulations suggest individual drivers should hold similar licenses, there is currently no established application procedure, making this a non-practical requirement. 74 Table of Contents Regulations on Mobility Business The provision of two-wheel ride-hailing services is largely governed by e-commerce and electronic transaction regulations, such as Decree No. 52/2013/ND-CP and Circular 59/2015/TT-BCT. Under the Law on Road 2024, our two-wheel ride-hailing services must comply with regulations on road traffic order and safety. For four-wheel ride-hailing services, the provision of the connecting software application is regulated by Law on Road 2024 and its guiding Decree No. 158/2024/ND-CP (as amended from time to time). A key requirement is that if the software application company is directly involved in setting the transport booking fares, it must obtain a full automobile transport business license from the provincial Department of Construction (formerly, the Department of Transport). Furthermore, where multiple providers cooperate to operate a transport business, they are required to execute a formal business cooperation contract that clearly defines responsibilities, including the direct management of vehicles and the setting of booking fares. Regulations on Financial Services Business Payment Services The provision of intermediary payment services, which includes e-wallet and intermediary payment gateway services, is mainly regulated by the Law on Financial Institutions, Law on Prevention of Money Laundering No. 14/2022/QH15 and Decree 52/2024/ND-CP and its guiding local documents. Non-bank companies offering intermediary payment services must hold a license from the State Bank of Vietnam (“SBV”) and must meet specific requirements, including maintaining a minimum charter capital of VND 50 billion ($1.9 million). Any changes in the scope of licensed services require prior SBV approval. Regulations Common To Countries Where We Principally Operate Below is a summary of regulations that have common features across Indonesia, Singapore, Thailand, Malaysia, Philippines and Vietnam, where we principally operate. Personal Data Protection Laws Personal data protection laws apply across all the principal countries in which we operate and generally regulate the collection, use, sharing, disclosure, processing and retention of personal data by organizations acting as controllers and processors. These laws typically define personal data broadly and recognize heightened protections for sensitive data, such as health, biometric, financial, criminal, and children’s data. Most require a lawful basis for processing, such as consent, contractual necessity, compliance with legal obligations, legitimate interests or other grounds provided by local law. Most personal data protection laws also require clear notices that describe, among other things, the purposes and legal basis of collection and processing, types and sources of data collected, data recipients and transfers, data subject rights, and the consequences of failing to provide the data. Individuals are usually afforded rights to access and correct their data, and, in some cases, to delete data or withdraw consent, subject to legal exceptions. Organizations are expected to implement governance and accountability measures, which commonly include appointing a data protection officer, maintaining records of processing, ensuring data accuracy, limiting retention to what is necessary, registering their data processing systems with the regulators, and adopting appropriate technical and organizational security measures. Some jurisdictions also require privacy impact assessments for certain processing activities. In case of a data breach, organizations are typically required to assess incidents and timely notify regulators and affected individuals, in particular when a breach is likely to result in harm (or significant harm) or meets specified thresholds. Cross-border transfers are generally permitted subject to conditions such as appropriate safeguards, adequacy, consent, or documented assessments. In certain jurisdictions and for certain industries, specific data may be required to be stored locally. Non-compliance could result in civil liabilities, administrative sanctions and fines (including a percentage of revenue or income, or fixed caps), corrective measures, suspension of data processing, data deletion, and license restrictions or revocations. Certain violations may also attract criminal penalties including fines and imprisonment. The Personal Data Protection Commission in Singapore, the Ministry of Communication and Digital Affairs in Indonesia, the Personal Data Protection Commissioner in Malaysia, the National Privacy Commission in Philippines, the Personal Data Protection Committee in Thailand, and the Ministry of Public Security and the Ministry of National Defense in Vietnam act as the primary regulators with respect to personal data protection laws in those countries, where we principally operate. 75 Table of Contents Antitrust and Competition Laws Antitrust and Competition laws are in force across all jurisdictions in which we operate and generally focus on three key prohibitions affecting the provision of goods and services in any relevant market: anti-competitive agreements, abuse of a dominant position and mergers which substantially lessen competition or entrench or strengthen a dominant position. Key Prohibitions The first prohibition is against anti-competitive agreements. These are agreements, often between competitors, that prevent, restrict or distort competition. Typical examples include price-fixing, market allocation (or market-sharing), bid-rigging, and restrictions on output or supply, which are classified as inherently illegal or per se violations in many jurisdictions. Other types of agreements may be illegal if they have the object or effect of a restriction of competition. The second key prohibition is against the abuse of a dominant position. This prohibition guards against exclusionary and/or exploitative conduct undertaken by a firm holding a position of market power in any relevant market. Examples of such abusive conduct include predatory pricing, imposing unreasonable prices or discriminatory terms, restricting market access, refusals to supply, and engaging in exclusive dealing. The third prohibition is against acquisitions, mergers and consolidations that substantially lessen competition or entrench or strengthen a dominant position in the relevant market for the provision of goods and services in question. In most of the jurisdictions in which we operate, transactions meeting certain financial and/or market share thresholds must be notified to the relevant competition authority for pre- or post-closing clearance or review, as the case may be. Competition authorities generally have the power to review such transactions, approve them, impose conditions such as structural and/or behavioral remedies, or prohibit such transactions. Enforcement and Penalties Antitrust and Competition laws grant independent competition authorities the power to supervise and enforce the law. Non-compliance can result in severe sanctions, including: •Financial Penalties: Fines are frequently calculated as a percentage of the company's turnover or total sales in the relevant market during the period of infringement. In many jurisdictions, these penalties can reach up to 10% of total domestic or worldwide turnovers, and in the case of Indonesia, it can reach up to 50% of the net profit in the relevant market for the non-compliant period. In certain jurisdictions, additional fixed fines may apply for failure to report notifiable transactions. •Remedies (behavioral and/or structural): Authorities can impose cease-and-desist orders, order the annulment, unwinding or modification (re-structuring) of anti-competitive agreements or transactions, mandate the payment of compensation, or temporary suspension of business. •Criminal Penalties: In certain jurisdictions in which we operate, directors and responsible persons may face personal criminal liability for breaches of antitrust and competition laws. Conviction can result in imprisonment, criminal fines, or both. Criminal penalties may also be imposed on individuals for obstructing investigations or failing to comply with investigative orders. In addition, criminal fines may be imposed directly on the entity which committed the violation. Fair Trading Regulations Competition authorities in some jurisdictions also enforce laws and guidelines aimed at promoting fairness in specific business relationships or sectors. In Indonesia, the Business Competition Supervisory Commission (“KPPU”) enforces Law No. 20 of 2008 regarding Micro, Small, and Medium Enterprises (as amended) to supervise and ensure the fairness and balance of partnerships between medium/large enterprises and micro and small enterprises. This law prohibits larger businesses from abusing their bargaining position or imposing control to unfairly profit from these partnerships. Violations can result in significant fines (up to IDR 10 billion ($597,000) for large enterprises and IDR 5 billion ($298,000) for medium enterprises) and the possible revocation of a business license. Similarly, in Thailand, the TCCT has issued a sector-specific guideline on unfair trade practices for online food delivery businesses. This guideline regulates the relationship between platform operators and restaurants, addressing trade terms such as unjustified commission fee increases and exclusivity restrictions. Failure to comply with this guideline may require the company to correct its business practices and can lead to civil lawsuits for damages. 76 Table of Contents Regulations on Anti-money Laundering (“AML”) and Countering the Financing of Terrorism (“CTF”) Across Indonesia, Malaysia, the Philippines, Singapore, Thailand and Vietnam, the AML/CTF regimes uniformly criminalize money laundering and terrorism financing and impose comprehensive compliance obligations on financial institutions and relevant financial businesses operated by non-financial institutions, which include payment services. The key competent authorities in these jurisdictions typically comprise a financial intelligence unit (an “FIU”), financial sector regulators and, where relevant, central banks. These authorities supervise compliance, receive reports, and coordinate with law enforcement. The AML/CTF regimes typically require a risk-based approach to managing money laundering and terrorism financing risks, including customer due diligence to identify and verify customers and beneficial owners, and enhanced due diligence for higher-risk relationships such as politically exposed persons. Institutions are expected to conduct ongoing monitoring, maintain robust internal controls and governance (including appointing a compliance officer, preparing and implementing policies and procedures, and providing staff training), and retain records for multiple years, commonly at least five years. The regulations also require timely reporting to the FIU of suspicious transactions, and in many cases, reporting of high-value/threshold transactions or specific cross-border cash movements. Screening obligations generally extend to national and UN lists, with immediate asset-freezing measures when designated persons or entities are identified. Violation of AML/CTF regulations may lead to administrative fines, public reprimands, and criminal liability including imprisonment. C.Organizational Structure We are a limited liability company incorporated in the Cayman Islands that is a holding company and does not have substantive operations. We conduct our businesses through our subsidiaries and consolidated affiliated entities. The laws and regulations in certain markets in which we operate, including Thailand, Vietnam, the Philippines, Indonesia and Malaysia, place restrictions on foreign investment in and ownership of entities engaged in certain business activities. As a result, in Thailand and with respect to certain businesses in Indonesia, the Philippines, Vietnam and Malaysia, we conduct our business through consolidated affiliated entities which we control through a combination of ownership of equity interests (some of which may be minority interests) and our rights pursuant to contractual arrangements with other shareholders of such entities. As a result, we consolidate the results of such entities under IFRS. Contractual Arrangements With Respect To Our Principal Consolidated Affiliated Entities •In Thailand, we exercise control over relevant Thai operating entities as a result of a dual-class share and two-tiered corporate structure. We own ordinary shares in the top level holding company, Thai Holding Entity 2, that gives us control of Thai Holding Entity 2 based on shareholder meeting quorum and voting requirements. Our Thai local partner, Mr. Vee Charununsiri (“Thai local partner”), holds preference shares in Thai Holding Entity 2 that have limited rights to liquidation proceeds upon liquidation of the company. Such arrangements are reflected in the Articles of Association of Thai Holding Entity 2. In addition to the Articles of Association, which provide us with our control over Thai Holding Entity 2, pursuant to a Call Option Agreement between us and our Thai local partner, we also have the right to acquire the Thai local partner’s shares in Thai Holding Entity 2 upon the occurrence of certain events. 77 Table of Contents •In Indonesia, powers of attorney granted by PT Ekanusa Yadhikarya Indah and PT Ekanusa Yudhakarya Indah (both of which are controlled by our Indonesian local partner, Mr. Leo Mahamit) with respect to PT Solusi Pengiriman Indonesia provide us control over those two Indonesian operating entities as those entities agree to hold their shares in trust for our benefit and to exercise their voting rights as instructed by us. With respect to BCP, pursuant to a shareholders agreement entered into with PT Cakra Finansindo Investama (which is controlled by our Indonesian local partner, Mr. Arsjad Rasjid) and PT Abhimata Anugrah Abadi (which is controlled by our local partner, Mr. Alvin Sariaatmadja), we have certain contractual rights, which include 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; and (c) approve future funding of BCP and its subsidiaries, whether through debt, equity or otherwise. In each case, in addition to the aforementioned contractual rights, we also have a call option that provides us the right to require the aforementioned local partners to transfer their shares in the aforementioned entities to another party and the local partners’ shares in such entities are also pledged, which means the local partners can transfer their shares only upon receiving our consent. •In Vietnam, we exercise control over relevant Vietnam operating entities based on voting thresholds set forth in Grab Company Limited, the Vietnam holding company’s charter, pursuant to which resolutions are passed by way of written resolutions agreed by members holding at least 75% of the company’s share capital or votes at a physical meeting where members holding at least 75% of the company’s share capital vote in favor of the resolution. Since we hold 49% of the share capital of the Vietnam holding company, our affirmative vote is required for passage of any resolution of the Vietnam holding company. In addition, pursuant to a Members’ Agreement entered into by us with our Vietnamese local partner, Ms. Ly Thuy Bich Huyen (“Vietnamese local partner”), to the extent permitted by local law, certain reserved matters, including important matters that relate to businesses and operations of Grab Vietnam are subject to our consent. In addition to the aforementioned charter and Members’ Agreement which provide us with control over our Vietnam operating entities, we also have a call option that provides us with the right to acquire the Vietnamese local partner’s shares in the Vietnam holding company, and this right is secured by a security arrangement over the Vietnamese local partner’s shares. The Vietnamese local partner’s shares in the Vietnam holding company are pledged, which prevents the Vietnamese local partner from disposing of her shares without our consent. •In the Philippines, we exercise control over relevant Philippine operating entities pursuant to an Investment Agreement between us and our Philippine local partner, Mr. Jesse Stefan H. Maxwell, relating to Grab PH Holdings Inc. that gives us (a) the right to (i) appoint directors in proportion to our shareholding interest, (ii) exercise veto rights with respect to certain reserved matters that fundamentally affect the business of the company, (iii) receive the economic benefits and absorb losses of the Philippine entities in proportion to the amount and value of our investment, and (b) an exclusive call option to purchase all or part of the equity interests in certain circumstances. In addition, the above-mentioned control-related rights under the Investment Agreement have been included in the Amended Articles of Incorporation and By-Laws of Grab PH Holdings Inc. The Amended Articles of Incorporation and By-Laws have been approved by the Philippines SEC, the relevant terms of the Investment Agreement are memorialized in the Amended Articles of Incorporation and By-Laws which are public records that are binding not only on Grab PH Holdings Inc. and the shareholders but also on third parties in relation to the matters covered thereby. A breach of the Investment Agreement (including in respect of the above-mentioned control rights) would give rise to the right to bring a claim for breach of contract thereunder. Additionally, any action that contravenes the Amended Articles of Incorporation and By-Laws would be invalid and unenforceable and thereby be incrementally beneficial to the party seeking to enforce its terms. •In Malaysia, we own 72.5% equity interest in Jaya Grocer that carry 50.0% voting power in Jaya Grocer outright. The remaining 27.5% equity interest that carry 50.0% voting power are owned by our Malaysian local partner, Green Aurora Sdn Bhd (“Malaysian local partner”), an entity owned by one of our employees. Pursuant to a management agreement entered into by 78 Table of Contents us through our wholly owned subsidiary, Jaya Grocer and the Malaysian local partner, to the extent permitted by local law, we generally have the ability or right 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. We also have a call option that provides us with the right, to the extent permitted by local law, to acquire the Jaya Grocer shares held by the Malaysian local partner and also a power of attorney that provides us with the right to direct the transfer of the shares of the Malaysian local partner (and therefore, indirectly, its shares in Jaya Grocer), to the extent permitted by local law, in the event of a default under the subscription agreement of the preference shares with the Malaysian local partner. Such arrangements involve risks that are greater than those involved in holding a direct equity interest, including, among others, risks related to regulatory actions or disputes with the aforementioned local partners, which could, among other things, adversely impact our operations in the relevant jurisdictions and our consolidation of the financial conditions and results of operations of such entities in our consolidated financial statements, cause us to incur substantial costs in protecting our rights or result in our inability to enforce our rights. For a discussion of the foregoing restrictions and certain risks related thereto, see “Item 4. Information on the Company – B. Business Overview – Regulatory Environment” and “Item 3. Key Information – D. Risk Factors—Risks Relating to Our Corporate Structure and Doing Business in Southeast Asia—In certain jurisdictions, we are subject to restrictions on foreign ownership.” 79 Table of Contents The following summary diagram illustrates our principal corporate structure as of the date of this annual report (with reference to the country and date of formation): ___Our direct and/or indirect equity ownership. - - - Our contractual rights. See footnotes below for information on our contractual rights. 80 Table of Contents (1)Indonesia: We conduct our point-to-point courier delivery business through PT Solusi Pengiriman Indonesia (“SPI”), in which we own 49%. Further, we own OVO and conduct our financial services businesses in Indonesia through PT Bumi Cakrawala Perkasa (“BCP”), which has a dual class share structure that gives us a 38.9% voting right while we own 82.8% of the shares in BCP. However, we have entered into contractual arrangements with the other shareholders in SPI and BCP as a result of which we are able to control SPI and BCP and consolidate their financial results in our consolidated financial statements in accordance with IFRS. See the section headed “Contractual Arrangements with Respect to Our Principal Consolidated Affiliated Entities” above for more details about the contractual arrangements with respect to SPI and BCP. (2)Vietnam: We conduct our deliveries and mobility businesses in Vietnam through Grab Company Limited. In addition to our ownership of 49% of the shares of Grab Company Limited and control exercised through voting thresholds in the company’s charter, we have entered into contractual arrangements with the holder of the balance of the shares of Grab Company Limited, who is a Vietnamese national and senior executive, as a result of which we are able to control Grab Company Limited and consolidate its financial results in our consolidated financial statements in accordance with IFRS. See the section headed “Contractual Arrangements with Respect to Our Principal Consolidated Affiliated Entities” above for more details about the contractual arrangements with respect to Grab Company Limited. (3)Thailand: Our deliveries, mobility and financial services businesses are each conducted through a Thai operating entity (including, in the case of mobility and deliveries, Grabtaxi (Thailand) Co., Ltd.) established using a tiered shareholding structure, so that each Thai entity (including Grabtaxi Holdings (Thailand) Co., Ltd.) is more than 50% owned by a Thai person or entity. See the section headed “Contractual Arrangements with Respect to Our Principal Consolidated Affiliated Entities” above for more details about this shareholding structure and how it, together with the related contractual arrangements, enable us to control these Thai operating entities and consolidate their financial results in our consolidated financial statements in accordance with IFRS. (4)Philippines: Our four wheel-mobility and delivery businesses are each conducted through a Philippine operating entity (including, in the case of our four wheel-mobility business, MyTaxi.PH, Inc.), the shares of which are 40% owned by us, with the balance owned by Grab PH Holdings Inc., a Philippine holding company. The shares of Grab PH Holdings Inc. are 40% legal and/or beneficially owned by us, with the balance 60% of the shares held by an entity owned by our local partner, Mr. Jesse Stefan H. Maxwell, a Philippine national who is a director of certain of our Philippine operating entities, including MyTaxi.PH, Inc. Through contractual rights with Mr. Maxwell together with certain other rights, we are able to consolidate the financial results of our Philippine operating entities in our consolidated financial statements in accordance with IFRS. See the section headed “Contractual Arrangements with Respect to Our Principal Consolidated Affiliated Entities” above for more details about the contractual arrangements with respect to Grab PH Holdings Inc. (5)Malaysia: In Malaysia, we operate Jaya Grocer, a mass-premium supermarket chain in Malaysia, through Jaya Grocer Holdings Sdn. Bhd. We own 72.5% equity interest in Jaya Grocer that carry 50.0% voting power in Jaya Grocer outright. The remaining 27.5% equity interest that carry 50.0% voting power are owned by our Malaysian local partner, Green Aurora Sdn Bhd (“Malaysian local partner”), an entity owned by one of our employees. We have entered into contractual arrangements with the Malaysian local partner, which, together with certain other rights, enable us to consolidate the financial results of Jaya Grocer in our consolidated financial statements in accordance with IFRS. See the section headed “Contractual Arrangements with Respect to Our Principal Consolidated Affiliated Entities” above for more details about the contractual arrangements with respect to Jaya Grocer Holdings Sdn. Bhd. 81 Table of Contents D.Property, Plants and Equipment Our lease agreement for our Singapore principal executive offices, which is located at 3 Media Close, #01-03/06, Singapore 138498, has a term that expires in July 2032. Our Singapore office is home to the largest of our eight research and development centers and can house up to 3,000 employees. As of December 31, 2025, we leased office facilities around the world totaling over 110,546 square meters, and we also have local offices in each of our markets outside of Singapore, including Indonesia, Malaysia, Thailand, Vietnam, the Philippines, Cambodia and Myanmar. We believe our facilities are adequate and suitable for our current needs and that should it be needed, suitable additional or alternative space will be available to accommodate our operations.