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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September
15, 2026
UBER
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
| |
|
|
| Delaware |
001-38902 |
45-2647441 |
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1725
3rd Street
San
Francisco, California 94158
(Address
of principal executive offices, including zip code)
(415)
612-8582
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.00001 per share |
|
UBER |
|
New York Stock Exchange |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On September 15, 2026, Uber Technologies,
Inc. (the “Company”) completed a registered public offering of €750,000,000 aggregate principal amount of the Company’s
3.750% Senior Notes due 2029, €1,000,000,000 aggregate principal amount of the Company’s 4.125% Senior Notes due 2032, €1,000,000,000
aggregate principal amount of the Company’s 4.375% Senior Notes due 2034, €1,000,000,000 aggregate principal amount of the
Company’s 4.750% Senior Notes due 2038, and €750,000,000 aggregate principal amount of the Company’s 5.250% Senior Notes
due 2046 (together, the “Notes”). The Notes are the Company’s senior unsecured debt obligations. The offering was made
pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-293483) (the “Registration Statement”),
including a Prospectus and a related Prospectus Supplement dated September 9, 2026 filed with the Securities and Exchange Commission
(“SEC”). In connection with the issuance of the Notes, the Company entered into an underwriting agreement (the “Underwriting
Agreement”) with Goldman Sachs & Co. LLC, Morgan Stanley & Co. International plc, Deutsche Bank AG, London Branch, Merrill
Lynch International and BNP PARIBAS, as representatives of the several underwriters listed in Schedule II to the Underwriting Agreement.
The Notes were issued pursuant
to the Indenture, dated as of September 9, 2024 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National
Association, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated September 15, 2026 (the
“Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Company and the Trustee.
The Company intends to use the net proceeds from the offering for general corporate purposes.
The above descriptions of the
Underwriting Agreement, the Indenture and the Notes do not purport to be complete, and each is qualified in its entirety by reference
to the Underwriting Agreement, the Indenture and the forms of Notes, as applicable, copies of which are filed as exhibits to this Current
Report on Form 8-K and are incorporated herein by reference. The Company is filing this Current Report on Form 8-K to file certain items
with the SEC that are to be incorporated by reference into the Registration Statement.
Forward-Looking Statements
This Current Report on Form 8-K
contains forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to,
statements regarding anticipated use of proceeds from the offering. Forward-looking statements include all statements that are not historical
facts. In some cases, forward-looking statements can be identified by terms such as “anticipate,” “believe,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “will,”
“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 the Company’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 and uncertainties
include, among others, uncertainties and other factors relating to the intended use of proceeds from the offering and the sale of the
Notes. These and other risks are more fully described in the Company’s SEC filings and reports, including in the section titled
“Risk Factors” in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 and other filings that the
Company makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov. All information provided
in this Current Report on Form 8-K 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 the Company believes to be reasonable as of such 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 the Company on the date hereof. Except as required
by law, the Company disclaims any obligation to update these forward-looking statements as a result of new information, future events,
changes in expectations or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
|
Description |
| 1.1 |
|
Underwriting Agreement,
dated September 9, 2026, by and among Uber Technologies, Inc. and Goldman Sachs & Co. LLC, Morgan Stanley & Co. International
plc, Deutsche Bank AG, London Branch, Merrill Lynch International and BNP PARIBAS, as representatives of the several underwriters
named therein. |
| 4.1 |
|
Third Supplemental Indenture, dated as of September 15, 2026, by and between Uber Technologies, Inc. and U.S. Bank Trust Company, National Association. |
| 4.2 |
|
Form of Notes (included in Exhibit 4.1 above). |
| 5.1 |
|
Opinion of Cooley LLP. |
| 23.1 |
|
Consent of Cooley LLP (contained in Exhibit 5.1 above). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: September 15, 2026 |
By: /s/ Dara Khosrowshahi |
| |
Dara Khosrowshahi |
| |
Chief Executive Officer |