LYFT Form 4: Erin Brewer withholds RSUs and sells 15,000 shares under 10b5-1

Rhea-AI Filing Summary

Erin M. Brewer, CFO of Lyft, Inc. (LYFT), reported multiple transactions in Class A common stock on 08/20/2025. The filing shows 180,852 shares were withheld by the issuer to satisfy tax withholding in connection with the net settlement of restricted stock units (reported as a disposition at $15.57), and 15,000 shares were sold pursuant to a Rule 10b5-1 trading plan at a weighted average price of $15.2377. Additional entries show movements of 156,870 shares reported under code G (both disposed and acquired in connection with RSUs) and transfers related to the Erin M. Brewer 2022 Trust.

Following the reported transactions, the filing lists beneficial ownership amounts including 1,472,525 shares, 1,315,655 shares, and trust holdings of 555,759 and 540,759 shares as reflected in the form. The report includes a footnote that RSUs represent contingent rights to receive shares and that the 10b5-1 plan was adopted on May 21, 2025.

Positive

• Sale executed under an established Rule 10b5-1 trading plan, adopted May 21, 2025, providing pre-clearance and procedural safeguards
• Tax withholding on RSU net settlement was disclosed, indicating the 180,852-share disposition was for tax remittance rather than an open-market sale
• Transfers to the Erin M. Brewer 2022 Trust are disclosed and the filer identifies her role as trustee

Negative

• Insider disposed of 15,000 shares via sale at a weighted average price of $15.2377, reducing direct holdings
• Significant number of shares (180,852) were withheld in connection with RSU settlement, recorded as a disposition at $15.57
• Multiple large RSU-related movements (156,870 shares reported under code G) affect the reporting of beneficial ownership

Insights

Financial Analyst

TL;DR: Insider sold a modest number of shares under a pre-established 10b5-1 plan and had RSU-related withholdings.

The transactions are a combination of tax-withholdings on RSU net settlements, routine RSU reporting, and an executed sale under a Rule 10b5-1 plan. The 15,000-share sale at a weighted average of $15.2377 is explicitly tied to the trading plan adopted May 21, 2025. The 180,852-share withholding at $15.57 relates to tax remittance rather than a voluntary open-market sale. These items are material to insider ownership disclosure but do not, by themselves, indicate a change in company fundamentals.

Corporate Governance Expert

TL;DR: Reporting aligns with standard governance practices: RSU net settlement, trust holdings, and a documented 10b5-1 plan.

The Form 4 discloses use of a 10b5-1 trading plan and transfers to a named trust for which the reporting person is trustee. Footnotes clarify that certain entries are RSUs and that withholding satisfied tax obligations. Documentation and disclosure appear complete within the filing: the seller provides price range details for the 10b5-1 sales and offers to furnish per-trade data to regulators or holders on request.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Brewer Erin

(Last) (First) (Middle)

C/O LYFT, INC.

185 BERRY STREET, SUITE 400

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lyft, Inc. [ LYFT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/20/2025		F		180,852(1)	D	$15.57	1,472,525(2)	D
Class A Common Stock	08/20/2025		G		156,870	D	$0	1,315,655(2)	D
Class A Common Stock	08/20/2025		G		156,870	A	$0	555,759	I	See Footnote(3)
Class A Common Stock	08/20/2025		S(4)		15,000	D	$15.2377(5)	540,759	I	See Footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares that have been withheld by the Issuer to satisfy its tax withholding and remittance obligations in connection with the net settlement of restricted stock units (RSUs) and does not represent a sale by the Reporting Person.

2. Certain of these securities are RSUs. Each RSU represents a contingent right to receive one share of Class A Common Stock, subject to the applicable vesting schedule and conditions of each RSU.

3. These shares are held by the Erin M. Brewer 2022 Trust, dated August 9, 2022, for which the Reporting Person serves as trustee.

4. These shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 21, 2025.

5. This transaction was executed in multiple trades at prices ranging from $14.82 to $15.585. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

	/s/ Kevin C. Chen, by power of attorney	08/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Erin M. Brewer report on Form 4 for LYFT?

She reported RSU withholdings of 180,852 shares, a 15,000-share sale under a 10b5-1 plan at a weighted average $15.2377, and additional RSU-related entries of 156,870 shares.

Were any sales executed under a 10b5-1 trading plan?

Yes. The filing states the 15,000-share sale was pursuant to a Rule 10b5-1 plan adopted May 21, 2025.

What price was received for shares sold by the reporting person?

The weighted average sale price for the 15,000 shares was $15.2377; the withholding entry was reported at $15.57 and the filing notes trades ranged $14.82 to $15.585.

Does the filing explain the nature of the RSU entries?

Yes. Footnotes state certain securities are RSUs representing contingent rights to receive one share subject to vesting, and withholding was for tax remittance on net-settled RSUs.

Are any shares held indirectly and how?

Yes. The filing shows shares held by the Erin M. Brewer 2022 Trust (555,759 and 540,759 reported in the form) for which she serves as trustee.