What the changes say
- Cash expansion adds collection, service-fee, anti-money-laundering, and Driver nonpayment risks.
- Egypt data-sharing failures could trigger fines or shut down Uber or Careem apps.
- Regulatory inquiries now emphasize partner financial products, safety incidents, and anti-discrimination compliance.
- Tax attributes and climate risks changed materially, including lower U.S. federal NOLs and autonomous-vehicle charging infrastructure.
What changed since the prior 10-K
New
- NewOperational Risks
If we are not able to adequately address any of these concerns, we could suffer significant reputational harm, which could adversely impact our business. Expanding cash payments to additional cities or countries could amplify these risks
Expanding cash trips could make service-fee collection, cash-accounting systems, anti-money-laundering compliance, and Driver nonpayment more difficult.
- NewFinancing and Transactional Risks
Our failure to share such data in accordance with these regulations may result in government authorities assessing significant fines or penalties against us or shutting down our or Careem’s app in Egypt on either a temporary or indefinite basis
Failure to share required data in Egypt could bring significant penalties or temporary or permanent shutdowns of Uber or Careem apps.
Dropped
- DroppedOperational Risks
Law and reclassify all mobility and delivery earners who make more than one minimum salary a month as employees, with traditional labor law rights, including sharing into the profits of the company
Reworded
- 59% rewrittenFinancing and Transactional Risks
Our business is subject to numerous legal and regulatory risks that could have an adverse impact on our business and future prospects
Only the platform coverage date changed, from December 31, 2024 to December 31, 2025; the substantive regulatory risk is unchanged.
- 45% rewrittenFinancing and Transactional Risks
We currently are subject to a number of inquiries, investigations, and requests for information from the DOJ, FTC, other federal, state and local government agencies and other foreign government agencies, the adverse outcomes of which could harm our business
The examples now include partner financial products, safety incidents, and federal or state anti-discrimination compliance, replacing data privacy and security matters.
Was: We currently are subject to a number of inquiries, investigations, and requests for information from the DOJ, other federal, state and local government agencies and other foreign government agencies, the adverse outcomes of which could harm our business
- 34% rewrittenOperational Risks
Increased attention to, and evolving expectations regarding environmental and social matters may adversely impact our business, reputation and liabilities, including in the context of certain goals we have announced
Environmental and social goals are now described specifically as electrification and waste reduction, alongside other social matters.
Was: Increased attention to, and evolving expectations regarding sustainability matters may adversely impact our business, reputation and liabilities, including in the context of certain goals we have announced
- 33% rewrittenFinancing and Transactional Risks
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited
U.S. federal NOLs fell to $43 million expiring from 2031 and $4.1 billion unlimited; state and foreign NOL disclosures were substantially updated.
- 31% rewrittenOperational Risks
Our business would be adversely affected if Drivers were classified as employees, workers or quasi-employees
No substantive change: the risk remains potential Driver reclassification as employees, workers, or quasi-employees.
- 28% rewrittenOperational Risks
If our growth slows more significantly than we currently expect, we may not be able to maintain profitability, which would adversely affect our financial results and future prospects
The growth requirements now expressly include keeping up with technological developments.
- 25% rewrittenOperational Risks
If we are unable to successfully introduce new or upgraded products, offerings, or features for Drivers, consumers, merchants, Shippers, and Carriers, we may fail to retain and attract such users to our platform and our operating results would be adversely affected
No substantive change: Uber still must develop products, offerings, and features for Drivers, consumers, merchants, Shippers, and Carriers.
- 24% rewrittenOperational Risks
We are subject to climate risks, including physical and transitional risks, and if we are unable to manage such risks, our business may be adversely impacted
The risk now specifically includes investing in high-power fast-charging infrastructure for autonomous vehicles and potential increases in energy costs and emissions.
Was: We are subject to climate change risks, including physical and transitional risks, and if we are unable to manage such risks, our business may be adversely impacted
All 63 risk factors
Headings as the filing states them, in filing order.
Operational Risks
- 01Our business would be adversely affected if Drivers were classified as employees, workers or quasi-employees31% rewritten
- 02The mobility, delivery, and logistics industries are highly competitive, with well-established and low-cost alternatives that have been available for decades, low barriers to entry, low switching costs, and well-capitalized competitors in nearly every major geographic region
- 03For all of these reasons, we may not be able to compete successfully against our current and future competitors. Our inability to compete effectively would have an adverse effect on, or otherwise harm, our business, financial condition, and operating results
- 04We have incurred significant losses, including in the United States and other major markets
- 05If we are unable to attract or maintain a sufficient number of Drivers, consumers, merchants, Shippers, and Carriers, whether as a result of competition or other factors, our platform will become less appealing to platform users, and our financial results would be adversely impacted
- 06Maintaining and enhancing our brand and reputation is critical to our business prospects
- 07Our historical workplace culture and forward-leaning approach created significant operational and cultural challenges that have in the past harmed, and may in the future continue to harm, our business results and financial condition
- 08Public reporting or disclosure of reported safety information, including information about safety incidents reportedly occurring on or related to our platform, whether generated by us or third parties such as media or regulators, may adversely impact our business and financial results
- 09We are making substantial investments in new offerings and technologies, and may increase such investments in the future
- 10As of December 31, 2025, we operated in over 70 countries. We have limited experience operating in many jurisdictions outside of the United States and have made, and expect to continue to make, significant investments to expand our international operations and compete with local and other global competitors
- 11We have limited influence over our minority-owned entities, which subjects us to substantial risks, including potential loss of value
- 12We may experience significant fluctuations in our operating results. If we are unable to achieve or sustain profitability, our prospects would be adversely affected and investors may lose some or all of the value of their investment
- 13If our growth slows more significantly than we currently expect, we may not be able to maintain profitability, which would adversely affect our financial results and future prospects28% rewritten
- 14We generate a significant percentage of our Gross Bookings from trips in large metropolitan areas and trips to and from airports
- 15Our business depends on retaining and attracting high-quality personnel, and continued attrition, future attrition, or unsuccessful succession planning could adversely affect our business
- 16In addition, we depend on the continued services and performance of our key personnel, including our Chief Executive Officer Dara Khosrowshahi. We have entered into an employment agreement with Mr. Khosrowshahi, which is at-will and has no specific duration
- 17Cyberattacks, including computer malware, ransomware, viruses, denial of service attacks, account takeovers, spamming, phishing and social engineering attacks could harm our reputation, business, and operating results
- 18If we are unable to successfully introduce new or upgraded products, offerings, or features for Drivers, consumers, merchants, Shippers, and Carriers, we may fail to retain and attract such users to our platform and our operating results would be adversely affected25% rewritten
- 19If we are not able to adequately address any of these concerns, we could suffer significant reputational harm, which could adversely impact our business. Expanding cash payments to additional cities or countries could amplify these risksNew
- 20Loss or material modification of our payment acceptance privileges could have an adverse effect on our business and operating results
- 21Our platform is highly technical, and any undetected errors could adversely affect our business
- 22Our growing use of artificial intelligence and machine learning may present additional risks, including risks associated with algorithm development or use, the tools and data sets used, and/or a complex, developing regulatory environment
- 23We are subject to climate risks, including physical and transitional risks, and if we are unable to manage such risks, our business may be adversely impacted24% rewritten
- 24Increased attention to, and evolving expectations regarding environmental and social matters may adversely impact our business, reputation and liabilities, including in the context of certain goals we have announced34% rewritten
General Economic Risks
- 25Occurrence of a catastrophic event, including but not limited to disease, a weather event, war, or terrorist attack, could adversely impact our business, financial condition and results of operation
- 26The impact of economic conditions, including the resulting effect on discretionary consumer spending, may harm our business and operating results
- 27Increases in fuel, food, labor, energy, and other costs due to inflation and other factors could adversely affect our operating results
- 28The successful operation of our business depends upon the performance and reliability of Internet, mobile, and other infrastructures that are not under our control
- 29We rely on third parties maintaining open marketplaces to distribute our platform and to provide the software we use in certain of our products and offerings
- 30Our business depends upon the interoperability of our platform across devices, operating systems, and third-party applications that we do not control
- 31We rely on third parties for elements of the payment processing infrastructure underlying our platform. If these third-party elements become unavailable or unavailable on favorable terms, our business could be adversely affected
- 32We currently rely on a small number of third-party service providers to host a significant portion of our platform, and any interruptions or delays in services from these third parties could impair the delivery of our products and offerings and harm our business
- 33Our use of third-party open source software could adversely affect our ability to offer our products and offerings and subjects us to possible litigation
Financing and Transactional Risks
- 34We will require additional capital to support the growth of our business, and this capital might not be available on reasonable terms or at all
- 35We have incurred a significant amount of debt and may in the future incur additional indebtedness. Our payment obligations under such indebtedness may limit the funds available to us, and the terms of our debt agreements may restrict our flexibility in operating our business
- 36We may have exposure to materially greater than anticipated tax liabilities
- 37Changes in global and U.S. tax legislation may adversely affect our financial condition, operating results, and cash flows
- 38Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited33% rewritten
- 39We are exposed to fluctuations in currency exchange rates
- 40If we are unable to successfully identify, acquire and integrate suitable businesses, our operating results and prospects could be harmed, and any businesses we acquire may not perform as expected or be effectively integrated
- 41We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value
- 42We may continue to be blocked from or limited in providing or operating our products and offerings in certain jurisdictions, and may be required to modify our business model in those jurisdictions as a result
- 43Our business is subject to numerous legal and regulatory risks that could have an adverse impact on our business and future prospects59% rewritten
- 44Our failure to share such data in accordance with these regulations may result in government authorities assessing significant fines or penalties against us or shutting down our or Careem’s app in Egypt on either a temporary or indefinite basisNew
- 45Changes in, or failure to comply with, competition laws could adversely affect our business, financial condition, or operating results
- 46Our business is subject to extensive government regulation and oversight relating to the provision of payment and financial services
- 47We currently are subject to a number of inquiries, investigations, and requests for information from the DOJ, FTC, other federal, state and local government agencies and other foreign government agencies, the adverse outcomes of which could harm our business45% rewritten
- 48We are also subject to inquiries and investigations by government agencies related to certain transactions we have entered into in the United States and other countries
- 49We face risks related to our collection, use, transfer, disclosure, deletion and other processing of data, which could result in investigations, inquiries, litigation, fines, legislative and regulatory action, and negative press about our privacy and data protection practices
- 50Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved could expose us to monetary damages or limit our ability to operate our business
- 51We have operations in countries known to experience high levels of corruption and were previously subject to, and may in the future be subject to, inquiries, investigations, and requests for information with respect to our compliance with a number of anti-corruption laws to which we are subject
- 52Drivers may become subject to increased licensing requirements, and we may be required to obtain additional licenses or cap the number of Drivers using our platform
- 53We may be subject to liability for the means we use to attract and onboard Drivers
- 54We may be subject to pricing regulations, as well as related litigation or regulatory inquiries
- 55If we are unable to protect our intellectual property, or if third parties are successful in claiming that we are misappropriating the intellectual property of others, we may incur significant expense and our business may be adversely affected
- 56Our reported financial results may be adversely affected by changes in accounting principles
- 57If we are deemed an investment company under the Investment Company Act, applicable restrictions could have an adverse effect on our business
Risks Related to Ownership of Our Common Stock
- 58The market price of our common stock has been, and may continue to be, volatile or may decline steeply or suddenly regardless of our operating performance, and we may not be able to meet investor or analyst expectations
- 59Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our common stock
- 60Sales, directly or indirectly, of shares of our common stock by existing stockholders could cause our stock price to decline
- 61We do not intend to pay cash dividends for the foreseeable future
- 62This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction
- 63As a result of being a public company, we are obligated to develop and maintain proper and effective internal controls over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common stock
Other Uber Technologies 10-Ks
- FY2024 10-K risk factors60 risks
Driver classification, labor rights, and regulatory restrictions could materially change Uber’s business model and costs.
Filed Feb 14, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.