Risk factor changes · UBER

What changed in Uber's risk factors

Item 1A (Risk Factors) of Uber's FY2025 10-K compared with its FY2024 10-K, sentence by sentence.

Newer: 10-K filed 2026-02-13 · Older: 10-K filed 2025-02-14

New in the latest 10-K 30

• Our business depends on retaining and attracting high-quality personnel, and continued attrition, future attrition, or unsuccessful succession planning could adversely affect our business.
• Maintaining and enhancing our brand and reputation is critical to our business prospects.
• 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.
• If 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.
• Another example is in France, where the government is seeking social security contributions based on an allegation that Drivers are employees.
• The government issued a demand for contributions, which we are challenging and which is subject to ongoing discussions and engagement with authorities.
• As another example, in November 2025, the New Zealand Supreme Court ruled that four drivers are employees while logged into the Uber app.
• There are also a number of companies developing and introducing autonomous vehicles and technologies 12 that either are competing with us or may compete with us in the future, including Alphabet (Waymo), Amazon (Zoox), and Tesla.
• As of December 31, 2025, we had an accumulated deficit of $10.6 billion.
• In addition, changes in or increased enforcement efforts pursuant to certain laws and regulations, including immigration and labor and employment laws, or laws that require us to make changes to our platform that decrease accessibility, including removing access to our platform, or flexibility provided to Drivers in certain jurisdictions, may result in a decrease in the pool of Drivers, which may result in increased competition for Drivers or higher costs of attracting and maintaining Drivers.
• For example, our investments into and commercial partnerships with various autonomous mobility and/or autonomous delivery companies currently support the development and deployment of autonomous vehicle technology capable of operation in the United States and globally.
• Any material decline in the business of these entities would adversely affect the value of our assets and our financial results.
• For example, shifts in consumer behavior, including the use of new or emerging technologies, such as AI-enabled platforms and digital assistants, may disintermediate our relationship with consumers by controlling how our products are accessed, presented or selected, which could redirect demand to competitors and adversely affect our demand and growth.
• Our efforts to attract and retain high-quality personnel may be compounded by intensified restrictions on immigration or the availability of work visas.
• We use third-party open source software in connection with the development of our platform.
• As of December 31, 2025, we had U.S. state net operating loss carryforwards of $7.0 billion, including $6.0 billion with limited carryforward periods, an immaterial portion of which will expire beginning with the 2025 tax year if not utilized.
• The remaining $1.0 billion have an unlimited carryover period.
• As of December 31, 2025, we had foreign net operating loss carryforwards of $20.3 billion, including $961 million with limited carryforward periods, an immaterial portion of which will expire beginning with the 2025 tax year if not utilized.
• The remaining $19.3 billion have an unlimited carryover period.
• We obtained a favorable ruling in a judicial review, and the Hong Kong Transport Department has appealed the decision.
• In September 2024, a constitutional reform to the judiciary in Mexico was approved, establishing that judges will be elected by citizens starting in June 2025; such reform may result in greater uncertainty in litigation outcomes if new judges lack judicial experience.
• We expect that antitrust enforcement agencies (including the U.S.
• Department of Justice (the DOJ ) and the U.S.
• These government inquiries and investigations are time-consuming and require a great deal of financial resources and attention from us and our senior management.
• Brazil and India similarly passed national privacy laws establishing new rights for individuals, and responsibilities for companies that collect personal data, in 2018 and 2023, respectively.
• In addition, we are subject to regulations that prohibit the transfer of personal data to, or access to personal data from, certain countries, such as those implemented by the DOJ prohibiting the bulk transfer of U.S. persons sensitive personal data to specified countries, including China and its territories.
• Such prohibitions could adversely impact our business and operations.
• In the event we are unable to comply with such prohibitions, we could be subject to investigations, enforcement actions, criminal penalties, and other penalties that may be costly or that may impact our business.
• If any of these events were to occur, our business and financial results could be significantly disrupted and adversely affected.
• Drivers 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.

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Removed words are struck through; added words are highlighted.

• The 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. 9 To remain competitive in certain markets, we have in the past lowered, and may continue to lower, fares or service fees, and we have in the past offered, and may continue to offer, significant Driver incentives and consumer discounts and promotions.
• Our business depends on retaining and attracting high-quality personnel, and continued attrition, future attrition, or unsuccessful succession planning could adversely affect our business. 9 Maintaining and enhancing our brand and reputation is critical to our business prospects.
• We may fail to offer autonomous vehicle technologies on our platform, platform at competitive scale, fail to offer such technologies or scale on our platform before our competitors, or such technologies may fail to perform as expected, may be inferior to those offered by our competitors, or may be perceived as less safe than those offered by competitors or non-autonomous vehicles.
• Our growing use of artificial intelligence ( AI ) 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.
• 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.
• Increased attention to, and evolving expectations regarding sustainability environmental and social matters may adversely impact our business, reputation and liabilities, including in the context of certain goals we have announced.
• We 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. 10 Our business is subject to numerous legal and regulatory risks that could have an adverse impact on our business and future prospects.
• We face risks related to our collection, use, transfer, disclosure, deletion and other processing of data, which have resulted and may result in investigations, inquiries, litigation, fines, legislative and regulatory action, and negative press about our privacy and data protection practices.
• If 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. 10 The 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.
• If, as a result of legislation or judicial decisions, we are required to classify Drivers as employees, employees (or as workers or quasi-employees where those statuses exist), we would incur significant additional expenses for compensating Drivers, including expenses associated with the application of wage and hour laws (including minimum wage, overtime, and meal and rest period requirements), employee benefits, social security contributions, taxes (direct and indirect), and potential penalties.
• Additionally, we may not have adequate Driver supply as Drivers may opt out of our platform 11 given the loss of flexibility under an employment model, and we may not be able to hire a majority of the Drivers currently using our platform.
• Other examples of judicial decisions include a decision by the French Supreme Court that a driver for a third-party meal delivery service was under a subordinate relationship of the service, indicating an employment relationship, a decision decisions by the French Supreme Court in 2020 and 2023 that reclassified an two UberX Driver Drivers as an employee employees (which has been were followed by inconsistent appellate decisions regarding employee status), status, and, in July 2025, by two French Supreme Court decisions analyzing Uber s more recent model that concluded that the Drivers were independent contractors), decisions by several Swiss governmental bodies ruling that Drivers should be classified as employees for Swiss social security or regulatory purposes, a recent Spanish regulation of food delivery platforms that presumes employment status and a ruling in September 2021 by a Netherlands court that Mobility Drivers are employees within the meaning of the taxi collective bargaining agreement.
• As another example, in December 2024, the Mexican Congress passed a bill to amend Mexico s Federal Labor 11 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.
• In addition, if we are required to classify Drivers as employees, workers or quasi-employees, this may impact our current financial statement presentation including revenue, cost of revenue, incentives and promotions as further described in our significant and critical accounting policies in the section titled Critical Accounting Estimates included in Part II, Item 7 of this Annual Report on Form 10-K and Note 1 in the section titled Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for the year ended December 31, 2024. 10-K.
• As we and our competitors introduce new products and offerings, and as existing products and offerings evolve, we expect to become subject to additional competition.
• In addition, our competitors may adopt certain of our product or offering features, or may adopt innovations that Drivers, consumers, merchants, Shippers, and Carriers value more highly than ours, which would render our products or offerings less attractive or reduce our ability to differentiate our products. products or offerings.
• We also compete with other ridesharing companies, including certain of our minority-owned entities, for Drivers and riders, including Bolt, Didi, Grab, Lyft, and Ola.
• Our Delivery offering competes with numerous companies in the meal, grocery and other delivery space in various regions for Drivers, consumers, and merchants, including DoorDash, Deliveroo, Glovo, Instacart, Gopuff, Rappi, iFood, Delivery Hero, Just Eat Takeaway, and Amazon.
• Robinson, Total Quality Logistics, RXO, XPO, Echo Global Logistics, DHL, and NEXT Trucking. DHL.
• Further, some of our current or potential competitors have, and may in the future continue to have, greater resources and access to larger Driver, consumer, merchant, Shipper, or Carrier bases in a particular geographic market. markets.
• As a result, such competitors may be 12 able to respond more quickly and effectively than us in such markets to new or changing opportunities, technologies, consumer preferences, regulations, or standards, which may render our products or offerings less attractive.
• These investments or strategic transactions, along with other competitive advantages discussed above, may allow our competitors to compete more effectively against us and continue to lower their prices, offer Driver incentives or consumer discounts and promotions, or otherwise attract Drivers, consumers, merchants, Shippers, and 13 Carriers to their platform and away from ours.
• In 13 addition, we sometimes introduce new products that we expect to add value to our overall platform and network but which we expect will generate lower Gross Bookings per Trip or a lower Revenue Margin.
• In addition, if we are unable to provide high-quality support to platform users or respond to reported incidents, including safety incidents, in a timely and acceptable manner, our ability to 14 attract and retain platform users could be adversely affected.
• We also take certain measures to protect against fraud, help increase safety, and prevent privacy and security breaches, including terminating access to our platform for users with low ratings or reported incidents, and imposing certain qualifications for Drivers and merchants, which may damage our relationships with 14 platform users or discourage or diminish their use of our platform.
• Our Driver qualification and background check process varies by jurisdiction, and there have been allegations, including from regulators, legislators, prosecutors, taxicab owners, and consumers, and raised by private plaintiffs in courts, that our background check process is insufficient or inadequate.
• Public responses to our safety reports or any future safety reports or similar public reporting of safety incidents claimed to have occurred on our platform, which may include disclosure of reports provided to regulators and other government authorities, as well as public responses to any third-party 15 assessments of our civil rights impact, may continue to result in positive and negative media coverage, increased regulatory scrutiny, and litigation, and could adversely affect our reputation with platform users.
• While we have taken significant steps to rehabilitate our brand and reputation, the successful rehabilitation of our brand will depend largely on maintaining a good reputation, minimizing the number of safety incidents, continuing an improved culture and workplace practices, improving our compliance programs, continuing to invest in safety features and improvements, maintaining a 15 high quality of service and ethical behavior, and continuing our marketing and public relations efforts.
• If we fail to offer autonomous vehicle technologies on our platform at competitive scale or fail to offer such technologies or scale on our platform before our competitors, or if such technologies fail to perform as expected, are inferior to those offered by our competitors, or are perceived as less safe than those offered by competitors or non-autonomous vehicles, our financial performance and prospects would be adversely impacted.
• Several companies other than Aurora, companies, including Waymo, Tesla, and Zoox (a subsidiary of Amazon), Motional, Avride and Nuro, are developing autonomous vehicle technologies in the United States, either alone or through collaborations with car manufacturers, as are similar companies globally, and we expect that they will use such technology to further compete with us in the mobility, delivery, or logistics industries.
• In the event that our competitors bring autonomous vehicles to market before we are able to offer autonomous vehicles on our platform, deploy their autonomous vehicles on ridesharing, delivery or logistics platforms other than ours, or their technology is or is perceived to be superior to the technology of parties with which we partner to offer autonomous vehicles on our platform, or their infrastructure or operational expertise in support of autonomous vehicles is or is perceived to be superior or more efficient or profitable than offerings on our platform, they may be able to leverage such technology to compete more effectively with us, which would adversely impact our financial performance and our prospects.
• Federal and state government regulations regulations, or their equivalents abroad, specifically designed to govern autonomous vehicle operation, testing and/or manufacture are developing.
• These regulations could include requirements that delay or limit our ability to 16 offer autonomous vehicles on our platform.
• As of December 31, 2024, 2025, we had approximately 31,100 34,000 global employees, of whom approximately 18,000 20,300 were located outside the United States.
• Moreover, in order to optimize our organizational structure, we have implemented several reductions in workforce and restructurings, and may in 16 the future implement other reductions in workforce.
• For example, due to our significant growth, especially with respect to our high-growth emerging offerings like Delivery and Freight, offerings, we face challenges in timely and appropriately designing controls in response to evolving risks of material misstatement.
• We are not able to control or predict the actions of platform users and third parties, either during their use of our platform or otherwise, and we may be unable to protect or provide a safe environment for Drivers and consumers as a result of certain actions by 17 Drivers, consumers, merchants, Carriers, and third parties.
• For example, 17 in Latin America, there have been numerous reports of Drivers and consumers being victimized by violent crime, such as armed robbery, violent assault, and rape, while taking or providing a trip on our platform.
• In addition, the growth of our Delivery offering and launch of lower-cost product types has led to an increase in Drivers and consumers on two wheel vehicles such as scooters and scooters, bicycles, motorbikes, and motorcycles, who are more vulnerable road users and face a more severe level of injury in the event of a collision than that faced while driving in a vehicle.
• It is also possible that products and offerings developed by others will render our 18 products and offerings noncompetitive or obsolete.

Removed since the previous 10-K 22

• To remain competitive in certain markets, we have in the past lowered, and may continue to lower, fares or service fees, and we have in the past offered, and may continue to offer, significant Driver incentives and consumer discounts and promotions.
• Our business is subject to numerous legal and regulatory risks that could have an adverse impact on our business and future prospects.
• We incurred an operating loss of $1.8 billion in the year ended December 31, 2022, and as of December 31, 2024, we had an accumulated deficit of $20.7 billion.
• For example, in January 2021, we completed the merger of our autonomous technologies business with Aurora, and included a $400 million investment in the combined company and a commercial agreement pursuant to which we and Aurora will collaborate with respect to the launch and commercialization of self-driving vehicles on our ridesharing network.
• Additionally, we have entered into commercial partnerships with various autonomous mobility and/or autonomous delivery companies.
• For example, in connection with Aurora s November 2021 initial public offering, we are subject to a 4-year lock-up with respect to our shares in Aurora.
• 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.
• In addition, circumstances that have accelerated the growth of our Delivery offering stemming from stay-at-home order demand related to the pandemic may not continue in the future.
• In 2024, we derived 20% of our Mobility Gross Bookings from five metropolitan areas Chicago, Los Angeles, and New York City in the United States, Sao Paulo in Brazil, and London in the United Kingdom.
• If we are not able to adequately address any of these concerns, we could suffer significant reputational harm, which could adversely impact our business.
• For example, when we set our 2025 climate goals, we anticipated that strong regulatory measures, alongside sustained industry-wide investment, would support our efforts.
• As of December 31, 2024, we had U.S. state net operating loss carryforwards of 31 $7.5 billion that started expiring in 2024 and $1.6 billion that have an unlimited carryover period.
• As of December 31, 2024, we had foreign net operating loss carryforwards of $759 million that started expiring in 2024 and $19.2 billion that have an unlimited carryover period.
• Additionally, in November 2019, a ballot measure to impose a surcharge on ridesharing trips in San Francisco was passed by voters in San Francisco and such surcharge took effect on January 1, 2020.
• A judicial review process is pending.
• However, these developments may adversely affect our ability to offer ridesharing services and negatively impact our financial performance in Hong Kong.
• 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.
• In September 2024, a constitutional reform to the judiciary in Mexico was approved; secondary regulations are still pending, which are needed to assess the legal impact on our operations in Mexico.
• In addition, in March 2022, Uber Technologies, Inc. and Uber B.V. were each fined 2.12 million by the Italian data protection authority for alleged privacy violations stemming from an investigation conducted in 2018.
• Brazil provides another example, having passed the General Data Protection Law (Lei Geral de Prote o de Dados Pessoais, or LGPD) in 2018, which is now in effect.
• If any of these events were to occur, our business and financial results could be significantly disrupted and adversely affected. 38 Adverse 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.
• We operate in an industry in which the competition for Drivers is intense.

Source: SEC EDGAR filings, compared sentence by sentence by EdgarStack. Sentence matching is automated and may pair or split passages imperfectly; check the linked filings before relying on any passage. A software tool, not financial advice. Not affiliated with the U.S. Securities and Exchange Commission.