Uber (NYSE: UBER) exec Macdonald logs RSU grant and tax withholdings

Rhea-AI Filing Summary

Uber Technologies, Inc. executive Andrew Macdonald reported a new equity award and routine equity vesting activity. He was credited with 140,574 restricted stock units (RSUs), which convert into common stock on a one-for-one basis after performance and time-based conditions are met.

On February 16, 2026, multiple RSU tranches vested and were converted into a total of 12,875 shares of Uber common stock at no exercise price. To cover associated tax liabilities, 7,197 shares were automatically withheld at a price of $69.99 per share rather than sold in the open market.

After these grant, conversion, and tax-withholding transactions, Macdonald directly owned 267,726 shares of Uber common stock, reflecting his updated equity stake in the company.

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
Estimated average burden
hours per response:			0.5

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

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^*

Macdonald Andrew

(Last) (First) (Middle)

1725 3RD STREET

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Uber Technologies, Inc [ UBER ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

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
Common Stock	02/16/2026		M		2,472	A	(1)	264,520	D
Common Stock	02/16/2026		M		2,520	A	(1)	267,040	D
Common Stock	02/16/2026		M		4,042	A	(1)	271,082	D
Common Stock	02/16/2026		M		3,841	A	(1)	274,923	D
Common Stock	02/16/2026		F(2)		1,382	D	$69.99	273,541	D
Common Stock	02/16/2026		F(2)		1,409	D	$69.99	272,132	D
Common Stock	02/16/2026		F(2)		2,259	D	$69.99	269,873	D
Common Stock	02/16/2026		F(2)		2,147	D	$69.99	267,726	D

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
Restricted Stock Units	(1)	02/16/2026		M			2,472	(3)	(3)	Common Stock	2,472	$0.00	91,475	D
Restricted Stock Units	(1)	02/16/2026		M			2,520	(4)	(4)	Common Stock	2,520	$0.00	62,995	D
Restricted Stock Units	(1)	02/16/2026		M			4,042	(5)	(5)	Common Stock	4,042	$0.00	52,548	D
Restricted Stock Units	(1)	02/16/2026		M			3,841	(6)	(6)	Common Stock	3,841	$0.00	3,841	D
Restricted Stock Units	$0.00	02/17/2026		A		140,574		(7)	(7)	Common Stock	140,574	$0.00	140,574	D

Explanation of Responses:

1. Restricted stock units (RSUs) convert into common stock on a one-for-one basis.

2. Shares withheld to satisfy tax liability upon vesting of RSUs on February 16, 2026.

3. The reporting person was granted 118,670 RSUs on March 3, 2025. The vesting schedule is as follows: 1/48 of the total RSUs vested on April 16, 2025 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

4. The reporting person was granted 120,951 RSUs on March 1, 2024. The vesting schedule is as follows: 1/48 of the total RSUs vested on April 16, 2024 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

5. The reporting person was granted 194,024 RSUs on March 1, 2023. The vesting schedule is as follows: 1/48 of the total RSUs vested on April 16, 2023 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

6. The reporting person was granted 184,365 RSUs on March 1, 2022. The vesting schedule is as follows: 1/48 of the total RSUs vested on April 16, 2022 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

7. Consists of 140,574 RSUs granted to the reporting person on March 1, 2023 pursuant to Uber's 2019 Equity Incentive Plan, for which certain performance conditions have been satisfied and for which the time-based condition will be satisfied on March 16, 2026. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the issuer.

Remarks:

President and Chief Operating Officer

	/s/ Carolyn Mo by Power of Attorney for Andrew Macdonald	02/18/2026
	** 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 did Uber (UBER) executive Andrew Macdonald report in this Form 4 filing?

Andrew Macdonald reported a new grant of 140,574 restricted stock units and several RSU vesting events that converted into Uber common stock. The filing also shows automatic share withholdings used to satisfy tax obligations tied to those vestings.

How many RSUs did Andrew Macdonald receive from Uber (UBER)?

He was credited with 140,574 restricted stock units, which each convert into one share of Uber common stock once performance and time-based vesting conditions are satisfied. The RSUs are issuable in cash or stock at Uber’s election on vesting.

How many Uber (UBER) shares did Macdonald gain from RSU vesting and conversion?

Multiple RSU tranches vested and were converted into a total of 12,875 shares of Uber common stock at an exercise price of $0.00 per share. These conversions reflect previously granted equity awards becoming deliverable as common shares.

Why were some Uber (UBER) shares disposed of in Macdonald’s Form 4?

The Form 4 shows dispositions coded “F,” meaning shares were withheld to pay tax liabilities on RSU vesting. A total of 7,197 shares were withheld at $69.99 per share, rather than being sold as a discretionary open-market transaction.

How many Uber (UBER) shares does Andrew Macdonald own after these transactions?

Following the RSU grant, vesting-related conversions, and tax-withholding share dispositions, Andrew Macdonald directly owned 267,726 shares of Uber common stock. This figure reflects his updated direct ownership after all reported February 16, 2026 transactions.

How do Uber (UBER) RSUs in this filing vest and settle for Andrew Macdonald?

The RSUs vest in monthly installments, with 1/48 of each grant vesting after an initial cliff date and 1/48 each month thereafter. Upon vesting, they are payable on a one-for-one basis in either cash or Uber common stock, at the issuer’s election.