UBER TECHNOLOGIES, INC, DEF 14A filed on 3/23/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Cover [Abstract]  
Document Type DEF 14A
Entity Registrant Name Uber Technologies, Inc.
Entity Central Index Key 0001543151
Amendment Flag false
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended 24 Months Ended 36 Months Ended 48 Months Ended 60 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2025
Pay vs Performance Disclosure [Table]                  
Pay vs Performance Disclosure, Table

Pay Versus Performance

 

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (CAP), as defined under Item 402(v), and certain financial performance measures of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion & Analysis.”

 

Pay Versus Performance Table

 

                                 
       Compensation
Actually Paid
to PEO(2)		   Average
Summary
Compensation
Table Total for
Non-PEO
NEOs(3)		   Average
Compensation
Actually Paid
to Non-PEO
NEOs(2)		   Value of Initial Fixed $100
Investment Based On:		        
Year     Summary
Compensation
Table Total for
PEO(1)		                            Total
Stockholder
Return(4)		       Peer
Group Total
Stockholder
Return(4)		       Net Income
(millions)		       Gross
Bookings
(millions)(5)		 
2025  $35,595,826   $66,651,137   $15,453,649   $24,947,935   $160.22   $258.38   $10,053   $193,454 
2024  $39,408,629   $74,251,272   $9,873,647   $11,581,188   $118.27   $208.30   $9,856   $162,773 
2023  $24,248,209   $109,669,788   $10,391,600   $31,757,380   $120.73   $152.48   $1,887   $137,865 
2022  $24,276,977   ($8,946,037)   $9,583,840   ($295,737)  $48.49   $96.60   ($9,141)   $115,395 
2021  $19,937,818   $4,212,154   $8,227,049   $3,380,603   $82.22   $134.53   ($496)   $90,415 
                
Company Selected Measure Name Gross Bookings                
Named Executive Officers, Footnote
(1) Total compensation reported for Mr. Khosrowshahi for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.”
               
PEO Total Compensation Amount $ 35,595,826 $ 39,408,629 $ 24,248,209 $ 24,276,977 $ 19,937,818        
PEO Actually Paid Compensation Amount $ 66,651,137 74,251,272 109,669,788 (8,946,037) 4,212,154        
Adjustment To PEO Compensation, Footnote
       PEO ($)       Average
Non-PEO NEO ($)		 
Reported Summary Compensation Table  $35,595,826       $15,453,649 
Reported Grant Date Value of Equity Awards  ($31,119,287)   ($12,817,910) 
Year-End Fair Value of Equity Awards Granted During the Year  $27,986,653   $11,100,614 
Change in Fair Value as of Year-End for Unvested Equity Awards Granted in Prior Years  $26,036,095   $6,690,638 
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year   —   $1,209,805 
Change in Fair Value as of Vest Date for Equity Awards Granted in Prior Years that Vested in the Year  $8,151,849   $3,311,138 
Compensation Actually Paid to PEO  $66,651,137   $24,947,935 
     The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the fair value calculations of (i) the unvested stock options used an estimated term between 1.0 years and 4.2 years in 2025, as compared to an estimated term of 4.8 years used to calculate the grant date fair value of such awards, and (ii) the PRSUs assumed payout multipliers at current expectations, which range from 0% to 150% across different grant years and metrics, in each case as compared to the grant date fair value calculations which assumed a payout at target.
                
Non-PEO NEO Average Total Compensation Amount $ 15,453,649 9,873,647 10,391,600 9,583,840 8,227,049        
Non-PEO NEO Average Compensation Actually Paid Amount $ 24,947,935 11,581,188 31,757,380 (295,737) 3,380,603        
Adjustment to Non-PEO NEO Compensation Footnote
       PEO ($)       Average
Non-PEO NEO ($)		 
Reported Summary Compensation Table  $35,595,826       $15,453,649 
Reported Grant Date Value of Equity Awards  ($31,119,287)   ($12,817,910) 
Year-End Fair Value of Equity Awards Granted During the Year  $27,986,653   $11,100,614 
Change in Fair Value as of Year-End for Unvested Equity Awards Granted in Prior Years  $26,036,095   $6,690,638 
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year   —   $1,209,805 
Change in Fair Value as of Vest Date for Equity Awards Granted in Prior Years that Vested in the Year  $8,151,849   $3,311,138 
Compensation Actually Paid to PEO  $66,651,137   $24,947,935 
     The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the fair value calculations of (i) the unvested stock options used an estimated term between 1.0 years and 4.2 years in 2025, as compared to an estimated term of 4.8 years used to calculate the grant date fair value of such awards, and (ii) the PRSUs assumed payout multipliers at current expectations, which range from 0% to 150% across different grant years and metrics, in each case as compared to the grant date fair value calculations which assumed a payout at target.
                
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

CAP Versus TSR and Peer TSR

 

The graph below compares CAP, as computed in accordance with Item 402(v) of Regulation S-K, to Uber’s cumulative TSR and the TSR of its peer group, the S&P 500 IT, over the past five years.

 

                
Compensation Actually Paid vs. Net Income [Text Block]

CAP Versus Net Income

 

The graph below compares CAP, as computed in accordance with Item 402(v) of Regulation S-K, to Uber’s reported Net Income in each respective year. 

 

                
Compensation Actually Paid vs. Company Selected Measure [Text Block]

CAP Versus Gross Bookings

 

The graph below compares CAP, as computed in accordance with Item 402(v) of Regulation S-K, to Uber’s reported Gross Bookings in each respective year.

 

                
Tabular List [Table Text Block]
Most Important Measures to Determine FY25 CAP

Gross Bookings

Adjusted EBITDA

Adjusted EBITDA less SBC

TSR

Safety

Autonomous Vehicles

                
Total Shareholder Return Amount         82.22 $ 48.49 $ 120.73 $ 118.27 $ 160.22
Peer Group Total Shareholder Return Amount         134.53 $ 96.60 $ 152.48 $ 208.30 $ 258.38
Net Income (Loss) Attributable to Parent $ 10,053,000,000 $ 9,856,000,000 $ 1,887,000,000 $ (9,141,000,000) $ (496,000,000)        
Company Selected Measure Amount 193,454,000,000 162,773,000,000 137,865,000,000 115,395,000,000 90,415,000,000        
PEO Name Mr. Khosrowshahi Mr. Khosrowshahi Mr. Khosrowshahi Mr. Khosrowshahi          
Measure [Axis]: 1                  
Pay vs Performance Disclosure [Table]                  
Measure Name Gross Bookings                
Measure [Axis]: 2                  
Pay vs Performance Disclosure [Table]                  
Measure Name Adjusted EBITDA                
Measure [Axis]: 3                  
Pay vs Performance Disclosure [Table]                  
Measure Name Adjusted EBITDA less SBC                
Measure [Axis]: 4                  
Pay vs Performance Disclosure [Table]                  
Measure Name TSR                
Measure [Axis]: 5                  
Pay vs Performance Disclosure [Table]                  
Measure Name Safety                
Measure [Axis]: 6                  
Pay vs Performance Disclosure [Table]                  
Measure Name Autonomous Vehicles                
Reported Grant Date Value of Equity Awards | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount $ (31,119,287)                
Reported Grant Date Value of Equity Awards | Non-PEO NEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount (12,817,910)                
Year-End Fair Value of Equity Awards Granted During the Year | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 27,986,653                
Year-End Fair Value of Equity Awards Granted During the Year | Non-PEO NEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 11,100,614                
Change in Fair Value as of Year-End for Unvested Equity Awards Granted in Prior Years | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 26,036,095                
Change in Fair Value as of Year-End for Unvested Equity Awards Granted in Prior Years | Non-PEO NEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 6,690,638                
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 0                
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Non-PEO NEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 1,209,805                
Change in Fair Value as of Vest Date for Equity Awards Granted in Prior Years that Vested in the Year | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 8,151,849                
Change in Fair Value as of Vest Date for Equity Awards Granted in Prior Years that Vested in the Year | Non-PEO NEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount $ 3,311,138                
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Awards Close in Time to MNPI Disclosures [Table]  
Award Timing MNPI Disclosure

The Company maintains the Equity Grant Award Policy (Equity Policy), which is intended to prevent stock option backdating and other grant timing issues in relation to the release of material, non-public information. Under the Equity Policy, the Compensation Committee approves annual equity awards and other off-cycle equity awards, including in connection with new hires and promotions, to executive officers who are subject to Section 16(a) of the Exchange Act and other senior executives. The Compensation Committee has delegated authority to the Equity Grant Committee, which currently consists of the CEO, to approve equity awards to other employees within certain parameters. Annual equity awards to all employees are generally approved by the Equity Grant Committee or the Compensation Committee, as applicable, in March of each year. Off-cycle equity awards to new hires, employees receiving promotions, and other special circumstances are generally approved on the 16th day of the calendar month or such other date determined by the Equity Grant Committee or the Compensation Committee. 

 

For all stock options or stock appreciation rights, the exercise price is the closing price of our common stock on the NYSE on the date of the grant. If the grant date falls on a non-trading day, the exercise price is the closing price of our common stock on the NYSE on the next trading day following the date of grant.

 

No off-cycle stock option awards were granted to NEOs in fiscal year 2025. During fiscal year 2025, we did not grant equity awards to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that disclosed material, non-public information. We did not time the grant of equity awards in anticipation of the release of material, non-public information or time the disclosure of material, non-public information for the purpose of affecting the value of executive compensation for NEO grants in fiscal year 2025.
Award Timing Method Annual equity awards to all employees are generally approved by the Equity Grant Committee or the Compensation Committee, as applicable, in March of each year. Off-cycle equity awards to new hires, employees receiving promotions, and other special circumstances are generally approved on the 16th day of the calendar month or such other date determined by the Equity Grant Committee or the Compensation Committee. 
Award Timing MNPI Considered false
Award Timing, How MNPI Considered We did not time the grant of equity awards in anticipation of the release of material, non-public information or time the disclosure of material, non-public information for the purpose of affecting the value of executive compensation for NEO grants in fiscal year 2025.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true