Uber Technologies (NYSE: UBER) plans $14.8B Delivery Hero takeover with €14.2B bridge loan
Rhea-AI Filing Summary
Uber Technologies, Inc. is pursuing the acquisition of Delivery Hero SE via a voluntary public takeover offer, offering cash of €41.50 per share, implying an equity value of $14.8 billion for 100% of Delivery Hero. Delivery Hero’s management and supervisory boards unanimously support the transaction, subject to their duties, and have agreed to recommend that shareholders tender. Uber already holds approximately 24.77% of Delivery Hero’s voting share capital and additional economic exposure of about 11.74% through equity derivatives, while Prosus has irrevocably agreed to tender its ~17% stake, bringing Uber’s total economic interest to ~53%.
The takeover is subject to a minimum acceptance threshold of 50% plus one share (including Uber’s existing ownership) and specified merger control and financial regulatory approvals, with closing targeted for the second half of 2027. In parallel, Delivery Hero agreed to sell operations in 14 markets to SSW Partners for approximately $1.6 billion. Uber plans to fund the offer with existing cash and new debt, supported by a senior unsecured Bridge Credit Agreement providing commitments of €14,200,000,000, maturing 364 days after closing and governed by rating-linked pricing, mandatory prepayments, a minimum 3.00x interest coverage ratio, and customary covenants and events of default.
Strategically, the combination would extend Uber’s mobility and delivery platform to 99 markets with 2025 pro-forma Gross Bookings of $236 billion. Uber highlights expected annualized synergies of over $1.2 billion within 18 months of closing and projects the deal to be accretive to Non-GAAP EPS upon close and high-single-digit accretive by year three. Uber commits to maintaining an investment-grade profile with gross leverage below 2x, investing €2 billion in Germany over five years, retaining Delivery Hero’s Berlin headquarters and workforce at least through 2029, and has agreed to significant reciprocal termination fees, including EUR 200 million payable by Delivery Hero in certain competing-offer scenarios and EUR 700 million payable by the Uber bidding entity if key regulatory-related conditions are not met despite others being satisfied.
Positive
- The agreed cash offer of €41.50 per share values Delivery Hero at an implied $14.8 billion, expanding Uber’s exposure to high-growth delivery markets and creating a combined platform with $236 billion in 2025 pro-forma Gross Bookings across 99 markets.
- Uber targets annualized run-rate synergies of over $1.2 billion within 18 months of closing and expects the acquisition to be Non-GAAP EPS accretive upon close, with high-single-digit percentage accretion by year three, while intending to keep gross leverage below 2x.
Negative
- Uber has arranged a senior unsecured bridge facility totaling €14,200,000,000 to finance the transaction, adding substantial short-term debt that must be refinanced or repaid within 364 days after closing.
- The Bidder may owe Delivery Hero a termination fee of up to EUR 700 million if regulatory-related conditions prevent completion after other conditions are satisfied, creating potential downside if approvals are delayed or denied.
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8-K Event Classification
Key Figures
Key Terms
Business Combination Agreement regulatory
voluntary public takeover offer regulatory
German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”) regulatory
Bridge Credit Agreement financial
Adjusted EBITDA financial
Domination and Profit Transfer Agreement (DPLTA) regulatory
FAQ
What acquisition has Uber (UBER) announced involving Delivery Hero?
How will Uber (UBER) finance the Delivery Hero acquisition?
What strategic benefits does Uber (UBER) expect from acquiring Delivery Hero?
When is the Uber (UBER)–Delivery Hero transaction expected to close and what are the key conditions?
What role does SSW Partners play in Uber’s (UBER) Delivery Hero deal?
How does Uber (UBER) address employees and investments in Germany in this deal?
What ownership does Uber (UBER) already have in Delivery Hero before the offer?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On July 16, 2026, Uber Technologies, Inc. (the “Company” or “Uber”) entered into a Business Combination Agreement (the “BCA”), by and among, the Company, Uber International Technologies II Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company (the “Bidder”), and Delivery Hero SE, a European Company (Societas Europaea) incorporated under German law (“Delivery Hero”), pursuant to which the Bidder will make a voluntary public takeover offer within the meaning of Section 29 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”) for the purchase of all of the no-par value registered shares (shares without nominal value) (nennwertlose Namens-Stückaktien) with a proportionate amount of EUR 1.00 per share of the share capital of Delivery Hero (each a “Delivery Hero Share” and collectively “Delivery Hero Shares”) for cash consideration per Delivery Hero Share of €41.50 (the “Offer”).
The BCA and the transactions contemplated thereby have been approved by the board of directors of the Company. The management board (Vorstand) and the supervisory board (Aufsichtsrat) of Delivery Hero (together, the “Delivery Hero Boards”) have unanimously adopted resolutions approving, among other things, entering into the BCA. Under the BCA, Delivery Hero’s management board has undertaken to recommend, and to use reasonable endeavors to procure that Delivery Hero’s supervisory board will recommend, subject to their fiduciary duties, applicable law and receipt of a fairness opinion, that the Delivery Hero shareholders accept the Offer.
The Offer is expected to be completed in the second half of 2027, subject to satisfaction of the conditions to the completion of the Offer, including the receipt of specified regulatory approvals and satisfaction of the minimum tender offer condition. Following successful completion of the Offer, Delivery Hero would become a majority-owned indirect subsidiary of the Company.
The parties to the BCA have made covenants that are generally customary for German voluntary public takeover transactions of this nature including, among others, (i) covenants by the Company and the Bidder to use best efforts to obtain specified governmental and regulatory approvals and clearances, and (ii) covenants by Delivery Hero to carry on its business in the ordinary course during the period between the execution of the BCA and the completion of the Offer (or the earlier termination of the BCA) and not to take certain actions during such period.
Subject to certain exceptions intended to permit the Delivery Hero Boards to comply with their fiduciary duties, Delivery Hero has agreed not to solicit proposals relating to competing offers or enter into negotiations concerning or furnish information in connection with the sale of Delivery Hero to a party other than the Company, the Bidder or their affiliates.
The Company currently anticipates that the transaction will be funded primarily with existing cash balances and debt.
Completion of the Offer will be subject to satisfaction of certain conditions. The conditions will include, among others, the receipt of specified competition approvals, the receipt of specified financial services regulatory approvals and the acceptance of the Offer by holders of Delivery Hero Shares that, taken together with Delivery Hero Shares held by or attributed to the Bidder and its affiliates, represent at least 50% of the number of Delivery Hero Shares as of the expiration of the acceptance period for the Offer plus one share, excluding treasury shares.
The BCA may be terminated at any time prior to the completion of the Offer by the mutual written consent of the Bidder (which is authorized to act for the Company) and Delivery Hero and in certain other circumstances, including: (i) by either party if (a) the Offer lapses as a result of failure to satisfy the conditions to the Offer set forth in the BCA or the conditions within the meaning of Section 18 para. 1 WpÜG (Angebotsbedingungen) are no longer capable of being satisfied or (b) the announcement of a competing offer is published and the Delivery Hero Boards withdraw their support of the Offer; (ii) by Delivery Hero if (a) BaFin prohibits the publication of the applicable Offer document, (b) the offer price in the Offer is lower than the offer price in the BCA, (c) the Offer contains conditions within the meaning of Section 18 para. 1 WpÜG (Angebotsbedingungen) that differ from the conditions to the Offer set forth in the BCA in a manner that would not only immaterially affect certainty of the transaction, (d) there is an uncured breach of any material provision of the BCA by the Bidder or the Company, or (e) in the event all Offer conditions have been satisfied or duly waived by May 10, 2028, but Offer completion has not occurred due to regulatory reasons by the tenth (10th) business day following such date; and (iii) by the Bidder (and the Company) if (a) there is an uncured breach of any material provision of the BCA by Delivery Hero, (b) the Delivery Hero Boards do not support the Offer as agreed in the BCA, or (c) any of the conditions to the Offer set forth in the BCA would have failed if it had been applied during the period from the announcement of the Offer to the publication of the applicable Offer document.
Delivery Hero will be required to pay to the Company a termination fee of EUR 200 million if the BCA is terminated by either party because a competing offer is announced and the Delivery Hero Boards withdraw their support of the Offer, or if the BCA is terminated by the Bidder because the Delivery Hero Boards do not support the Offer as agreed in the BCA. The Bidder will be required to pay to Delivery Hero a termination fee of EUR 700 million if the BCA is (x) terminated by either party because the Offer has lapsed and as of the time of such termination, certain conditions to the Offer set forth in the BCA related to the receipt of regulatory approvals have not been satisfied (but all other conditions have been satisfied) and Delivery Hero has not fraudulently or willfully breached, in any material respect, any of its regulatory effort covenants or agreements relating to such conditions, or (y) terminated by Delivery Hero in the event all Offer conditions have been satisfied or duly waived by May 10, 2028, but Offer completion has not occurred due to regulatory reasons by the tenth (10th) business day following such date.
The BCA has been attached hereto to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or Delivery Hero. In particular, the covenants and agreements contained in the BCA, which were made only for purposes of the BCA, were solely for the benefit of the parties to the BCA, may be subject to limitations agreed upon by the contracting parties and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders. Investors and security holders are not third-party beneficiaries under the BCA and should not rely on the covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the BCA.
Bridge Credit Agreement
In connection with its entry into the BCA, on July 16, 2026 (“Effective Date”), Uber entered into a Bridge Credit Agreement (the “Bridge Credit Agreement”), among the Company, as borrower, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent.
The Bridge Credit Agreement provides for senior unsecured bridge loan commitments in an aggregate amount of €14,200,000,000 which will mature on the date that is 364 days after the Closing Date (as defined in the Bridge Credit Agreement). The proceeds of any loans under the Bridge Credit Agreement will be used to finance the Offer, to provide funding for related transactions, to refinance certain indebtedness of Delivery Hero and for the payment of related transaction costs. The Bridge Credit Agreement is unsecured and is not guaranteed by any subsidiary of the Company.
Loans under the Bridge Credit Agreement will bear interest at EURIBOR plus an applicable margin. The applicable margin will fluctuate based upon the ratings of the Company’s non-credit-enhanced senior unsecured long-term debt by Standard & Poor’s Financial Services LLC, Moody’s Investors Service, Inc. or Fitch Ratings Ltd. (the “Debt Rating”) and will be subject to step-ups on each of the 90th, 180th and 270th days after the Closing Date. The Bridge Credit Agreement also provides for (i) a commitment fee, commencing 120 days after the Effective Date until the termination of the aggregate commitments, accruing at a rate determined by reference to the Debt Rating, (ii) a funding fee on the aggregate principal amount of loans funded on the date such loans are funded and (iii) duration fees payable on the 90th, 180th and 270th days after the Closing Date, respectively, if commitments remain outstanding or loans have not been repaid in full on or prior to such dates. No borrowing has been drawn on the Effective Date.
The Bridge Credit Agreement requires mandatory prepayment of loans, and corresponding reduction of commitments, with 100% of the Euro equivalent of net cash proceeds received by the Company or any of its subsidiaries from any equity issuance, debt issuance or asset sale (in each case, subject to certain exceptions and reinvestment rights set forth in the Bridge Credit Agreement) after the Closing Date. In addition, each lender’s commitment will automatically be reduced by the amount of each loan made by such lender, and all remaining commitments will automatically terminate on the Availability End Date (as defined in the Bridge Credit Agreement) or on the second funding date following the funding of any loans on such date.
The Bridge Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants and events of default. Negative covenants include, among others, certain limitations on the incurrence of liens securing indebtedness by the Company and its material subsidiaries and the incurrence of indebtedness by the Company’s material subsidiaries. In addition, the Bridge Credit Agreement requires that the Company maintain a ratio of consolidated adjusted earnings before interest, taxes, depreciation and amortization to consolidated interest expense of not less than 3.00 to 1.00, as more fully described in the Bridge Credit Agreement. The following events are considered “events of default” under the Bridge Credit Agreement: default in the payment of principal of any loan; default in the payment of any interest on any loan, any fee due or any other amount payable thereunder and such default continues for a period of five business days; failure to comply with specified covenants; material misrepresentations; certain defaults by the Company or any of the Company’s material subsidiaries with respect to indebtedness for borrowed money in an amount exceeding $300 million; certain events of bankruptcy, insolvency or reorganization of the Company or any of the Company’s material subsidiaries (as defined in the Bridge Credit Agreement) or any of the Company’s significant subsidiaries (as defined in the Bridge Credit Agreement); certain judgment defaults against the Company or any of the Company’s material subsidiaries in an amount exceeding $300 million; the occurrence of certain ERISA events; the occurrence of any change of control (as defined in the Bridge Credit Agreement); and the Company ceasing to own, directly or indirectly, 100% of the equity interests of the Bidder. If certain bankruptcy and insolvency-related events of default occur, any outstanding obligations under the Bridge Credit Agreement may be declared immediately due and payable and the commitments may be terminated. If an event of default, other than certain bankruptcy and insolvency-related events of default, occurs and is not cured within applicable grace periods or waived, any outstanding obligations under the Bridge Credit Agreement may be declared immediately due and payable and the commitments may be terminated.
The foregoing summary of the Bridge Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Bridge Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K under the heading “Bridge Credit Agreement” is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
Copies of the press release announcing the transaction and the investor presentation for the transaction are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.
The information set forth under this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as otherwise expressly stated in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which includes forward-looking statements regarding the proposed transaction and Uber’s and Delivery Hero’s future business expectations which involve risks and uncertainties. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “should,” “will,” or “would” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Uber’s or Delivery Hero’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors relate to, among others: risks and uncertainties related to the pending transaction, including the failure to obtain, or delays in obtaining, required regulatory approvals, the risk that such approvals may result in the imposition of conditions that could adversely affect Uber or the expected benefits of the proposed transaction, or the failure to satisfy any of the closing conditions to the tender offer, including the minimum acceptance condition, on a timely basis or at all; costs, expenses or difficulties related to the transaction; the failure to realize the expected benefits and synergies of the proposed transaction in the expected timeframes or at all or the ability to achieve the expected financial and operating performance and future opportunities following the completion of the proposed transaction; the potential impact of the announcement, pendency or consummation of the proposed transaction on relationships with Uber’s and/or Delivery Hero’s employees, merchants, suppliers, couriers and other business partners, including the diversion of Uber’s and Delivery Hero’s respective managements from business operations; the risk of litigation or regulatory actions to Uber and/or Delivery Hero; inability to retain key personnel; changes in legislation or government regulations affecting Uber or Delivery Hero; the potential impact of the transaction on Uber’s or Delivery Hero’s business, financial condition and operating results; the ability to complete the proposed transaction on the anticipated terms, including financing terms, and in the anticipated timeframe or at all; and economic financial, social or political conditions that could adversely affect Uber, Delivery Hero or the proposed transaction. For additional information on other potential risks and uncertainties that could cause actual results to differ from the results predicted, please see Uber’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent quarterly reports, other filings filed with the Securities and Exchange Commission from time to time and Uber’s and Delivery Hero’s other press releases and public filings. All information provided in this Current Report on Form 8-K and in the attachments is as of the date of this Current Report on Form 8-K and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. Undue reliance should not be placed on the forward-looking statements in this Current Report on Form 8-K, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 2.1* | Business Combination Agreement, dated as of July 16, 2026, by and among Uber Technologies, Inc., Uber International Technologies II Corporation and Delivery Hero SE. | |
| 10.1 | Bridge Credit Agreement, dated as of July 16, 2026, by and among Uber Technologies, Inc., as borrower, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent. | |
| 99.1+ | Press Release, dated July 16, 2026 | |
| 99.2+ | Investor Presentation, dated July 16, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Pursuant to Item 601(a)(5) of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, certain schedules and attachments to this exhibit have been omitted because they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in the exhibit. |
| + | Furnished, not filed. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UBER TECHNOLOGIES, INC. | |
| Date: July 16, 2026 | By: /s/ Dara Khosrowshahi |
| Dara Khosrowshahi | |
| Chief Executive Officer |
Exhibit 99.1
Uber Announces Acquisition Offer for Delivery Hero
| ● | Cash consideration of €41.50 per share offered to all Delivery Hero shareholders, representing an Equity Value of $14.8 billion, or $13.7 billion adjusted for Uber’s prior stake purchases |
| ● | The transaction is expected to be accretive to Non-GAAP EPS upon close; high-single-digit percentage accretion by year three |
| ● | Delivery Hero has separately agreed to sell part of its business covering 14 markets to SSW Partners |
| ● | Management Board and Supervisory Board of Delivery Hero unanimously welcome and support the Takeover Offer and intend to recommend Delivery Hero shareholders to tender into the offer, subject to their review of the Offer Document |
| ● | Prosus has irrevocably committed to tender their shares, which would bring Uber’s total economic interest to ~53% |
SAN FRANCISCO – July 16, 2026 – Uber Technologies, Inc. (NYSE: UBER) has entered into a business combination agreement with Delivery Hero, extending the world’s largest mobility and delivery platform to a total of 99 markets, with combined pro-forma Gross Bookings of $236 billion in 2025.
Under the terms of the voluntary takeover offer, Uber will offer Delivery Hero shareholders cash consideration of €41.50 per share (the “Offer Price”), representing an Equity Value1 of $14.8 billion (implied for 100% of the company), or $13.7 billion adjusted for Uber’s prior stake purchases.
Delivery Hero has entered into a separate agreement with SSW Partners, a New York-based investment firm that has led cross-border investments alongside global businesses. SSW will acquire Delivery Hero’s businesses in a total of 14 markets, particularly where Uber Eats and Delivery Hero already overlap, subject to completion of the Uber Takeover Offer and other customary conditions, for a consideration of approximately $1.6 billion. Uber will not acquire control over the businesses transferred to SSW, and SSW will independently lead the process to find strategic partners that best position those businesses for long-term success.
|
Businesses being acquired by Uber 50 markets generating $42B of Gross Bookings2 in 2025 |
Businesses being acquired by SSW Partners 14 markets generating $11B of Gross Bookings in 2025 |
| Baedal Minjok (Republic of Korea); foodora (Hungary); foodpanda (Bangladesh, Cambodia, Hong Kong, Laos, Malaysia, Myanmar, Pakistan, Philippines, Singapore); Glovo (Armenia, Bosnia and Herzegovina, Bulgaria, Cote d’Ivoire, Croatia, Georgia, Italy, Kazakhstan, Kenya, Kyrgyzstan, Montenegro, Morocco, Nigeria, Serbia, Tunisia, Uganda, Ukraine); Hungerstation (Saudi Arabia); PedidosYa (Argentina, Bolivia, Costa Rica, Dominican Republic, El Salvador, Guatemala, Honduras, Nicaragua, Panama, Paraguay, Peru, Uruguay, Venezuela); talabat (Bahrain, Egypt, Iraq, Jordan, Kuwait, Oman, Qatar, United Arab Emirates) | foodora (Austria, Czechia, Norway, Sweden); efood (Greece); Foody (Cyprus); Glovo (Moldova, Poland, Portugal, Romania, Spain); PedidosYa (Chile, Ecuador); Yemeksepeti (Türkiye) |
1 Based on Delivery Hero’s fully diluted shares outstanding of 314 million.
2 Gross Merchandise Value (GMV) used as a proxy for Gross Bookings.
“Delivery Hero’s talented team has built an extraordinary business, with beloved local brands and leading positions across many of the world’s fastest-growing delivery markets,” said Dara Khosrowshahi, CEO of Uber. “By bringing our platforms together, we will extend affordable, reliable delivery to many millions more people in many of the world’s most dynamic economies, while creating more opportunities for merchants and couriers. Together, we’ll nearly double the number of markets where we offer both mobility and delivery services, scaling a proven platform that we believe will create significant long-term value for our customers and shareholders.”
“We are excited about this opportunity with Uber and the possibilities it offers for our employees, shareholders, and partners. Uber’s global mobility and delivery platform and our shared commitment to innovation make this the right partnership to build on Delivery Hero’s strengths in local food delivery and Quick Commerce, and to take our Everyday App strategy further for our customers,” said Niklas Östberg, CEO of Delivery Hero. “I’m grateful to our people for building this company over 15 years, and we look forward to this great next chapter together.”
“The food delivery business is highly competitive and scale dependent. It is challenging to build from a European base, yet we have achieved an enormous amount over 15 years. Joining forces with a strong partner now is the right move for Delivery Hero to best secure its future competitiveness and ability to deliver value for all our stakeholders,” said Kristin Skogen Lund, Chair of the Delivery Hero Supervisory Board. “The Supervisory Board has been closely involved and fully supports the proposed transaction and we appreciate Uber’s shared interest in preserving and building on the Delivery Hero strengths.”
“We are pleased to acquire these market-leading businesses,” said Josh Steiner and Antonio Weiss of SSW Partners. “We will support management to ensure that these businesses continue to grow, invest in their people and deliver exceptional service to their customers. In parallel, we will lead the process to find the best long-term homes for these businesses, where they will continue to thrive.”
Transaction Rationale
The combination is expected to accelerate innovation and deliver meaningful benefits for consumers, merchants, couriers, and drivers. By bringing together Uber’s global technology platform with Delivery Hero’s strong local brands, merchant relationships, and delivery capabilities, the combined businesses will be better positioned to offer consumers greater choice, enhanced value, and a more seamless Uber One membership experience across more of their daily needs. For merchants, Uber’s large, highly engaged, and growing user base is expected to create incremental demand, supported by enhanced advertising, promotional, and local commerce tools. For couriers and drivers, a denser combined network is expected to drive higher order volumes, improved utilization, and a broader range of delivery and mobility earning opportunities.
The transaction nearly doubles the number of markets where Uber will offer both mobility and delivery services, from 34 to 58 markets, substantially broadening the addressable base for Uber’s proven cross-platform strategy. In Uber’s existing markets, cross-platform engagement represents a highly efficient acquisition channel while also increasing engagement, with cross-platform users generating roughly 3x the Gross Bookings and profits compared to single-product users. Uber expects the transaction to be accretive to Non-GAAP EPS upon close and high-single-digit percentage accretive by year three.
Commitment to Delivery Hero Employees and Investments in Germany
Uber recognizes that Delivery Hero’s success is built on the talent, entrepreneurial spirit, and dedication of its people. Uber fully supports and respects the commitments Delivery Hero has made to employees and has pledged to retain Delivery Hero’s headquarters and make no changes to its workforce in Berlin until at least 2029. Additionally, Uber has committed to invest €2 billion in Germany over the next 5 years, with a focus on developing its local corporate workforce, growing its nationwide business, and launching autonomous vehicle deployments and partnerships with the German automotive industry.
Financing and Capital Allocation
Uber will fund the Takeover Offer through existing cash on its balance sheet and new debt financing. Uber has executed a committed bridge facility of approximately €14 billion. The transaction is structured to maintain Uber’s strong investment grade credit rating, with gross leverage to remain below 2x, supported by Uber’s strong free cash flow generation. Uber’s existing capital allocation framework remains unchanged, including its commitment to return excess capital to shareholders through share buybacks.
Transaction Details
The Takeover Offer will be subject to a minimum acceptance threshold of 50% plus one share of Delivery Hero’s outstanding share capital (inclusive of shares owned by Uber) and certain further conditions, including receipt of certain merger control and financial regulatory clearances, which will be set out in full in the Offer Document. Prior to the announcement of the Takeover Offer, Uber held approximately 24.77% of Delivery Hero’s issued voting share capital directly, and held additional economic exposure of approximately 11.74% through equity derivatives. Prosus has entered into an irrevocable undertaking agreement to tender all of their Delivery Hero shares (~17% of shares outstanding) into the offer, bringing Uber’s total economic interest to ~53%. Uber has committed to not entering into a Domination and Profit Transfer Agreement (DPLTA) for a period of three years. Closing is expected in the second half of 2027.
The Offer Document will be submitted to BaFin for approval and published in accordance with the German Securities Acquisition and Takeover Act (WpÜG). The acceptance period for the Takeover Offer will commence upon publication of the Offer Document.
The Offer Document and other information pertaining to the Takeover Offer will be published, following approval by BaFin, on this website: www.delivering-value.com.
Conference Call with Uber Executives to Discuss Transaction
Uber will host a conference call to discuss the transaction at 5:00 a.m. Pacific Time (8:00 a.m. Eastern Time). A link to the live webcast of the conference call and a slide presentation are available on the Uber Investor Relations website at investor.uber.com.
Advisors
Morgan Stanley & Co. LLC and Deutsche Bank are serving as lead financial advisors to Uber. Bank of America and Goldman Sachs are also serving as financial advisors to Uber. Freshfields and Wachtell, Lipton, Rosen & Katz are serving as legal counsel to Uber and Cooley LLP is serving as legal counsel to Uber in connection with the financing. Affiliates of Morgan Stanley & Co. LLC, Bank of America and Deutsche Bank are providing the committed bridge facility to Uber. Evercore is serving as financial advisor to SSW. Paul Weiss, Hengeler Mueller, Baker Botts, and Gibson Dunn are serving as legal counsel to SSW.
About Uber
Uber’s mission is to create opportunity through movement. We started in 2010 to solve a simple problem: how do you get access to a ride at the touch of a button? More than 75 billion trips later, we’re building products to get people closer to where they want to be. By changing how people, food, and things move through cities, Uber is a platform that opens up the world to new possibilities.
About Delivery Hero
Delivery Hero is the world’s leading local delivery platform, operating its service in around 65 countries across Asia, Europe, Latin America, the Middle East and Africa. The Company started as a food delivery service in 2011 and today runs its own delivery platform on four continents. Additionally, Delivery Hero is pioneering quick commerce, the next generation of e-commerce, aiming to bring groceries and household goods to customers in under one hour and often in 20 to 30 minutes. Headquartered in Berlin, Germany, Delivery Hero has been listed on the Frankfurt Stock Exchange since 2017 and is part of the MDAX stock market index. For more information, please visit www.deliveryhero.com.
About SSW Partners
SSW Partners is a New York-based private investment firm that is a trusted partner to leading corporations, investment firms and families. The principals of SSW have substantial investing, operating, and transaction experience internationally. SSW has jointly led two public-to-private transactions: the US$4.6 billion privatization of Veoneer in partnership with Qualcomm and the US$7.1 billion privatization of ESR Group.
Forward-Looking Statements
This press release contains forward-looking statements regarding the proposed transaction and Uber’s future business expectations which involve risks and uncertainties. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “should,” “will,” or “would” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Uber’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors relate to, among others: risks and uncertainties related to the pending transaction, including the failure to obtain, or delays in obtaining, required regulatory approvals, the risk that such approvals may result in the imposition of conditions that could adversely affect us or the expected benefits of the proposed transaction, or the failure to satisfy any of the closing conditions to the tender offer on a timely basis or at all; costs, expenses or difficulties related to the transaction; failure to realize the expected benefits and synergies of the proposed transaction in the expected timeframes or at all; the potential impact of the announcement, pendency or consummation of the proposed transaction on relationships with Uber’s and/or Delivery Hero’s employees, merchants, suppliers, couriers and other business partners; the risk of litigation or regulatory actions to Uber and/or Delivery Hero; inability to retain key personnel; changes in legislation or government regulations affecting Uber or Delivery Hero; the potential impact of the transaction on Uber’s business, financial condition and operating results; the ability to complete the proposed transaction on the anticipated terms, including financing terms, timing and conditions; and economic financial, social or political conditions that could adversely affect Uber, Delivery Hero or the proposed transaction. For additional information on other potential risks and uncertainties that could cause actual results to differ from the results predicted, please see Uber’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent quarterly reports and other filings filed with the Securities and Exchange Commission from time to time. All information provided in this press release is as of the date of this press release and any forward-looking statements contained herein are based on assumptions that Uber believes to be reasonable as of this date. Uber undertakes no duty to update this information unless required by law.
The tender offer described in the offer document is not being and will not be made, directly or indirectly, in any country or jurisdiction in which it would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require Uber International Technologies II Corporation (the “Bidder”), Uber or any of its subsidiaries to change or amend the terms or conditions of the offer in any material way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the offer. It is not intended to extend the offer to any such country or jurisdiction. Any such documents relating to the offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used for the purpose of soliciting the purchase of securities of Delivery Hero by any person or entity resident or incorporated in any such country or jurisdiction.
Restrictions
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the Bidder and Uber disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither Uber nor the Bidder nor any of their respective advisors, assumes any responsibility for any violation by any of these restrictions. Any Delivery Hero shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor without delay.
Information for shareholders of Delivery Hero in the United States
Shareholders of Delivery Hero in the United States are advised that the tender offer will be made for shares in a European Company (Societas Europaea) incorporated under German law and is subject to the statutory provisions of the Federal Republic of Germany on the implementation and conduct of such an offer, as well as certain applicable securities law provisions of the United States. The tender offer will, in particular, be implemented in accordance with (i) the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”), WpÜG and the WpÜG Offer Regulation, and (ii) certain applicable securities law provisions of the United States.
Delivery Hero’s shares are not listed on a U.S. securities exchange and Delivery Hero is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The tender offer is expected to be made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to exemptions provided by Rule 14d-1(d) under the Exchange Act, known as a “Tier II” tender offer, and otherwise in accordance with the requirements of the laws of the Federal Republic of Germany. Accordingly, the tender offer will be subject to disclosure and procedural requirements of German law, certain of which – including with respect to the tender offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments – are different from those of the United States. The tender offer will be made to Delivery Hero’s shareholders resident in the United States on the same terms and conditions as those that will be made to all other Delivery Hero shareholders.
To the extent permissible under applicable law or regulations, including Rule 14e-5 of the Exchange Act, Uber, the Bidder and their affiliates or its brokers and its brokers’ affiliates (acting as agents for Uber, the Bidder or their affiliates, as applicable) may from time to time after the date of this presentation and during the pendency of the tender offer, and other than pursuant to the tender offer, directly or indirectly, purchase or arrange to purchase shares of Delivery Hero that are the subject of the tender offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent any such purchases are made outside the tender offer at a price per share greater than the tender offer price, the offer consideration will be increased, as necessary, to match such higher price. To the extent information about such purchases or arrangements to purchase is made public in Germany, such information will be disclosed by means reasonably calculated to inform U.S. shareholders of Delivery Hero of such information. No purchases will be made outside the tender offer in the United States by or on behalf of Uber. In addition, the financial advisers to Uber may also engage in ordinary course trading activities in securities of Delivery Hero, which may include purchases or arrangements to purchase such securities. To the extent any such financial adviser is acting jointly with the Bidder within the meaning of Section 2 para. 5 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz), the offer consideration must be increased, as necessary, to match any higher acquisition price paid outside the tender offer. To the extent required in Germany, any information about such purchases will be made public in Germany in the manner required by German law.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the tender offer, passed upon the merits or fairness of the tender offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in relation to the tender offer. Any representation to the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the tender offer by a U.S. holder of Delivery Hero shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of Delivery Hero shares is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the tender offer.
Delivery Hero shareholders domiciled or habitually resident in the United States may face difficulties in enforcing their rights and claims under U.S. federal securities laws because Delivery Hero is domiciled outside the United States and some or all of its directors and officers are domiciled outside the United States. U.S. shareholders may not be able to sue a company incorporated outside the United States or its directors and officers in a court outside the United States for violations of U.S. securities laws. Furthermore, difficulties may arise in enforcing judgments of a U.S. court against a company incorporated outside the United States.
Contacts
Uber
Investors: investor@uber.com
Press: press@uber.com
Delivery Hero
Investors: ir@deliveryhero.com
Press: press@deliveryhero.com
SSW Partners
Press: SSWPartners-Global@fgsglobal.com
Exhibit 99.2
July 16 , 2026 Announcement of Uber’s Acquisition of Delivery Hero
2 Forward - Looking Statements This presentation contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, and Secti on 21E of the Securities Exchange Act of 1934, which includes forward - looking statements regarding the proposed transaction and Uber’s and Delivery Hero’s future business expectations, which involve risks and uncertainties. Actual results may differ mat eri ally from the results predicted, and reported results should not be considered as an indication of future performance. Forwar d - looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “be lieve,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “objective,” “ongoing,” “plan,” “potential,” “pre dic t,” “should,” “will,” or “would” or similar expressions and the negatives of those terms. Forward - looking statements involve known a nd unknown risks, uncertainties and other factors that may cause Uber’s or Delivery Hero’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forw ard - looking statements. These risks, uncertainties and other factors relate to, among others: risks and uncertainties related to th e pending transaction, including the failure to obtain, or delays in obtaining, required regulatory approvals, the risk that su ch approvals may result in the imposition of conditions that could adversely affect Uber or the expected benefits of the propose d transaction, or the failure to satisfy any of the closing conditions to the tender offer, including conditions relating to re gul atory approval, on a timely basis or at all; costs, expenses or difficulties related to the transaction; the failure to reali ze the expected benefits and synergies of the proposed transaction in the expected timeframes or at all or the ability to achieve the expecte d f inancial and operating performance and future opportunities following the completion of the proposed transaction; the potenti al impact of the announcement, pendency or consummation of the proposed transaction on relationships with Uber’s and/or Delivery He ro’s employees, merchants, suppliers, couriers and other business partners, including the diversion of Uber’s and Delivery Hero’s respective managements from business operations; the risk of litigation or regulatory actions to Uber and/or Delivery Her o; inability to retain key personnel; changes in legislation or government regulations affecting Uber or Delivery Hero; the p ote ntial impact of the transaction on Uber’s or Delivery Hero’s business, financial condition and operating results; the ability to co mpl ete the proposed transaction on the anticipated terms, including financing terms, and in the anticipated timeframe or at all; an d economic financial, social or political conditions that could adversely affect Uber, Delivery Hero or the proposed transactio n. For additional information on other potential risks and uncertainties that could cause actual results to differ from the resu lts predicted, please see Uber’s Annual Report on Form 10 - K for the year ended December 31, 2025 and subsequent quarterly reports, other filing s filed with the Securities and Exchange Commission from time to time and Uber’s and Delivery Hero’s other press releases and public filings. All information provided in this presentation and any forward - looking statements contained herein are based on a ssumptions that we believe to be reasonable as of this date. Undue reliance should not be placed on the forward - looking statements in this presentation, which are based on information available to us on the date hereof. We undertake no duty to u pda te this information unless required by law. Restrictions To supplement Uber’s financial information prepared and presented in accordance with generally accepted accounting principles in the United States of America, or GAAP, this presentation includes the following non - GAAP financial measure: Adjusted EBITDA. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or super ior to, the financial information prepared and presented in accordance with GAAP. We use our non - GAAP financial measures for financ ial and operational decision - making and as a means to evaluate period - to - period comparisons. Reconciliations to the most directly co mparable GAAP measures are included in the back of the accompanying slide presentation, which is posted alongside this video presentation on Uber's Investor Relations website. For more information on our non - GAAP financial measures, please see our SEC f ilings. Uber defines Adjusted EBITDA as net income (loss), excluding (i) income (loss) from discontinued operations, net of income ta xes , (ii) net income (loss) attributable to non - controlling interests, net of tax, (iii) provision for (benefit from) income taxes, (iv)income (loss) from equity method investments, (v) interest expense, (vi) interest income, (vii) other income (expense), net, (viii) dep reciation and amortization, (ix) stock - based compensation expense, (x) certain legal, non - income tax, and regulatory reserve cha nges and settlements, (xi) goodwill and asset impairments/loss on sale of assets, (xii) acquisition, financing and divestitures re lat ed expenses, (xiii) restructuring and related charges and (xiv) other items not indicative of our ongoing operating performan ce. We believe that our non - GAAP financial measures provide meaningful supplemental information regarding our performance by excludi ng certain items that may not be indicative of our recurring core business operating results. We believe that both our management and investors benefit from referring to our non - GAAP financial measures in assessing our per formance and when planning, forecasting, and analyzing future periods. Our non - GAAP financial measures also facilitate our management’s internal comparisons to our historical performance. We believe our non - GAAP financial measures are useful to invest ors both because (1) they allow for greater transparency with respect to key metrics used by our management in its financial and operational decision - making and (2) they are used by our institutional investors and the analyst community to help them anal yze the health of our business. There are a number of limitations related to the use of non - GAAP financial measures. In light of these limitations we provide sp ecific information regarding the GAAP amounts excluded from these non - GAAP financial measures and evaluate these non - GAAP financial measures together with their relevant financial measures in accordance with GAAP. In regards to forward looking non - GAAP guidance, we are not able to reconcile the forward - looking Non - GAAP EPS measures to the c losest corresponding GAAP measures without unreasonable efforts because we are unable to predict the ultimate outcome of certain significant items. These items include, but are not limited to, significant legal settlements, unrealized gains and l oss es on equity investments, tax and regulatory reserve changes, restructuring costs and acquisition and financing related impac ts. Certain financial information relating to Delivery Hero included in this presentation has been derived from Delivery Hero’s p ubl icly reported financial information. Delivery Hero prepares its consolidated financial statements in accordance with IFRS Acc oun ting Standards as adopted by the European Union. Certain measures regarding Delivery Hero, including Adjusted EBITDA, are non - IFRS fi nancial measures and may not be comparable to similarly titled measures used by other companies. Such measures should not be considered in isolation or as a substitute for financial measures prepared in accordance with IFRS. For definitions, calcu lat ion methodologies, and reconciliations to the most directly comparable IFRS measures, where applicable, please refer to Deliv ery Hero's publicly available investor relations materials and financial reports available at ir.deliveryhero.com. The distribution of this presentation may, in some countries, be restricted by law or regulation. Accordingly, persons who co me into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Uber and the Bidder disclaim any responsibility or liability for the violation of any such restrictions by an y p erson. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Nei ther Uber nor the Bidder, nor any of their respective advisors, assumes any responsibility for any violation by any of these restrictions. Any Delivery Hero shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor wi th out delay. Non - GAAP Financial Measure Disclosure
3 Proposed transaction summary 3 Transaction to be funded through existing cash on balance sheet and new debt financing. Uber is committed to maintaining its inv estment grade rating and to its capital allocation framework. Gross leverage expected to remain below 2x Transaction expected to be Non - GAAP EPS accretive upon close; high - single - digit percentage accretion by year three Financial Impact Delivery Hero Management and Supervisory Boards unanimously welcome and support the takeover offer and intend to recommend th at shareholders tender into the offer, subject to the review of the offer document³ Prosus has irrevocably agreed to tender its entire stake in Delivery Hero (~17% of shares outstanding) into the offer The offer will be subject to customary closing conditions, including receipt of specified regulatory approvals, with closing expected in H2’27 Board Support and Timing €41.50 per share Offer Price represents $14.8 billion Equity Value (implied for 100% of the company)¹, or $13.7 billion adjusted for Uber’s prior stake purchases Uber’s multiple paid implies ~8x EV / 2027E Adj. EBITDA (incl. Uber’s existing economic ownership and over $1.2 billion of run - rate synergies) 2 Delivery Hero has agreed to sell its business operations in 14 markets separately to SSW Partners for ~$1.6 billion Uber has entered into an agreement to acquire Delivery Hero via a voluntary public takeover offer in cash for all shares not alr eady held by Uber, with a minimum acceptance threshold of 50% plus one share (including Uber’s existing ~37% economic ownership) Transaction Overview Notes: Transaction values translated from EUR to USD at 1.14 spot conversion rate. 1 Based on fully diluted shares outstanding of 314 million. 2. Uber purchased a ~37% economic stake in Delivery Hero at price s b elow the Offer Price, reducing Uber’s all - in equity purchase price. Net debt and other equity - to - enterprise bridge items (including non - controlling interests) of $4.2 billion and other adjustments. Consensus as per Delivery Hero company compil ed consensus. Adjusted EBITDA presented here is adjusted based on Uber’s reporting standards (U.S. GAAP) and also reflects the pro - forma group to be acquired. 3. Subject to the formal reasoned opinion to be published following the publication of the offer document.
4 Delivery Hero at a glance 4 49M MAPCs 900K Earners $42B Gross Bookings $1.1B Adj. EBITDA Markets #1 positions Key brands APAC 10 7 EMEA 20 27 LatAm 13 11 Scaled multi - vertical marketplace Global leadership Notes: Financial and operational data reflects 2025 figures. All Delivery Hero figures reflect Delivery Hero assets within ac qui sition scope. Delivery Hero financials are presented as prepared in their consolidated financial statements in accordance with IFRS. Delivery Hero financials translated from EUR to USD at 1.12 average conversion rate. 1. Monthly active users used as a proxy for MAPCs (Monthly Active Platform Consumers). 2. Gross Merchandise Value (GMV) used as a proxy for Gross Bookings. Delivery Hero defines GMV as the total value paid by customers (including VAT, delivery fees, other fees and subsidies but excluding subscription fees, tips and delivery - as - a - service fees). 2 1.1M Merchants 1 2.9B Trips
5 Extending Uber’s global leadership to go anywhere and get anything 5 + Total markets 1 11 8 18 2 15 41 7 99 $42 Delivery Hero 2025 Gross Bookings ($B) $97 Uber Mobility $5 Freight $91 Uber Delivery 2025 Adj. EBITDA ($B) $133 $236 $6.0 $9.8 $1.1 $8.7 ~1.5x Rest of Operational Peers + 1 Notes: Company filings reflect calendar year 2025 data; broker estimates for private companies and companies with undisclosed se gment financials. All Delivery Hero figures reflect Delivery Hero assets within acquisition scope and are presented as prepared in their consolidated financial statements in accordance with IFRS. Gross Bookings figures represent 2025 Delivery G ros s Bookings (or competitor - equivalent metric) for 100% owned entities. Delivery Hero financials translated from EUR to USD at average conversion rate of 1.12. Meituan figures reflect food delivery segment due to lack of broker estimates for Gro cer y & Retail - equivalent segment. 1. Represents combined 2025 Adj. EBITDA for peer set consisting of Eternal, Lyft, Grab, Prosus, Instacart, Didi, and DoorDash . E xcludes Meituan due to lack of broker estimates for segment - level profitability. 1211
6 Transaction rationale Unlocks a much larger cross - platform opportunity Global platform accelerates product innovation for customers Clear roadmap for value creation with significant synergies 6 1 2 3 4 6 Highly complementary geographic footprint, with leading category positions
7 Greater benefits for consumers, merchants and earners Greater selection, better experience and value More engagement across Mobility and Delivery More demand and opportunities Consumers Merchants Earners Uber’s best in class tech and products, globally Consumers Merchants Higher demand from a larger, more engaged consumer base Earners More cross - platform earnings opportunities 7 Deliver value across platform , with a deeper Uber One offering Enhanced tooling for advertising and marketing Denser network increases utilization (1) Accelerating Innovation (2) Complementary Footprint (3) Cross - Platform Opportunity (4) Value Creation
8 Delivery Hero expands Uber to ~100 markets (1) Accelerating Innovation (2) Complementary Footprint (3) Cross - Platform Opportunity (4) Value Creation Cross - Platform Markets Total Markets Pre Deal Post Deal 34 58 - > 79 99 - > Existing Uber Markets New Delivery Markets New Cross - Platform Markets 50M+ new eligible cross - platform users 1 Note: All Delivery Hero figures reflect Delivery Hero assets within acquisition scope. 1. Calculated as sum of Uber MAPCs and Delivery Hero monthly active customers in new cross - platform markets, assuming no existin g customer overlap. Cross - platform market defined as a market where Uber offers both Mobility and Delivery services.
9 Enhanced cross - platform position unlocks meaningful topline synergies 9 (1) Accelerating Innovation (2) Complementary Footprint (3) Cross - Platform Opportunity (4) Value Creation 35M+ Delivery Hero users in new cross - platform markets Large audience opportunity 15M+ Uber Mobility users in new cross - platform markets 1 Upsell to cross - platform 3 Efficient acquisition 2 Single business user Cross - platform user >50% lower cost of incremental consumer acquisition compared to paid channels Paid channels Cross - platform Cross - platform users generate 3x more Gross Bookings vs. single business users
10 (1) Accelerating Innovation (2) Complementary Footprint (3) Cross - Platform Opportunity (4) Value Creation - > Uber and Talabat are successful standalone brands in the Middle East… Mobility Strong topline momentum² +34% YoY +28% YoY Large consumer ecosystems ~8M MAUs ~8M MAUs³ Attractive financial profile ~7% Adj. EBITDA Margin 4 ~7% Adj. EBITDA Margin …and are well - positioned to rank among Uber’s strongest cross - platform ecosystems when combined Global Clear category leadership 3 - 4x Uber’s top cross - platform markets are 3 - 4x larger than #2 player across Mobility and Delivery, on average Cross - platform case study: combination enhances Uber’s position in the Middle East 10 ✓ ✓ Delivery Best in Class 20% ~28% Cross - platform coverage 5 #1 CP 1 1. Category position. 2. Reflects 2025 Gross Bookings YoY constant - currency growth. 3. Monthly Active Users. 4. Talabat Adjusted EBITDA presented here in line with Delivery Hero’s reporting standards (IFRS). 5. Defined as percentage of MAPCs in markets with active Mobility and Delivery businesses who use both offerings. 31
11 Significant value creation runway Expand cross - platform adoption (higher engagement, frequency, and customer lifetime value) + = Driving value to shareholders 11 (1) Accelerating Innovation (2) Complementary Footprint (3) Cross - Platform Opportunity (4) Value Creation Further upside and benefits to platform Synergy realization Annualized synergies of over $1.2 billion within 18 months of closing Shared common tech platform and other shared services Deploy Uber's proven platform capabilities (marketplace technology, Uber One, and operating expertise) Expect transaction to be Non - GAAP EPS accretive upon close; high - single - digit percentage accretion by year three
12 Transaction preserves financial flexibility and strong investment grade balance sheet 12 Transaction financing ⏵ To be financed through existing cash and new debt financing ⏵ Executed a committed bridge facility of ~€14 billion for cash confirmation purposes; to be refinanced prior to closing Balance sheet and credit profile ⏵ Gross leverage expected to remain below 2x ⏵ Committed to maintaining investment grade rating SSW transaction structure ⏵ Delivery Hero has agreed to sell its business operations in certain markets to SSW Partners for ~$1.6 billion , particularly in Delivery overlap markets¹ ⏵ Separate transaction, which is conditional on closing of Uber offer for Delivery Hero Delivery Hero markets being sold to SSW Spain Sweden Türkiye Austria Chile Cyprus Czechia Ecuador Greece Norway Poland Portugal Romania (Total: 14 markets, ~$11 billion Gross Bookings) Moldova 1. Uber has agreed to lend SSW funds to finance the majority of the SSW transaction. SSW will repay Uber such funds over time , i ncluding in the event of a future sale of these assets.
13 Fully aligned with Uber’s capital allocation framework High confidence in execution Clear regulatory and integration path Strategic fit Complements organic strategy Financial discipline Accretive at an attractive valuation Multiple strategic objectives Expands TAM, platform, capabilities Invest in organic growth 1 Invest in autonomous 2 Return excess capital 4 Maintain investment grade strength 5 Pursue selective M&A 3 ✓ ✓ ✓ ✓ 13
14 Delivery Hero strengthens Uber’s long - term investment thesis 14 Expanded growth platform Adds attractive markets and complementary capabilities Greater cross - platform engagement Broader product offering and more cross - platform activity Higher earnings potential Synergies, operating leverage, and Non - GAAP EPS accretion Continued financial discipline Consistent with capital allocation framework A stronger platform, broader growth opportunities, and greater long - term shareholder value
16 Uber Non - GAAP Reconciliations Adjusted EBITDA Reconciliation – FY25 (Unaudited) $ in millions Fiscal Year Ended December 31, 2025 $8,730 Adjusted EBITDA Add (deduct): (564) Legal, non - income tax, and regulatory reserve changes and settlements (2) Goodwill and asset impairments / loss on sale of assets (9) Restructuring and related charges (2) Loss on lease arrangements, net (43) Acquisition, financing and divestitures related expenses (719) Depreciation and amortization (1,826) Stock - based compensation expense $5,565 Income from operations Add (deduct): (68) Other income (expense), net (440) Interest expense 743 Interest income (53) Loss from equity method investments 4,346 (Provision for) benefit from income taxes (40) Net (income) loss attributable to non - controlling interests, net of tax $10,053 Net income attributable to Uber Technologies, Inc.