Form 8-K Uber Technologies, Inc For: Sep 15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
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 |
ATTACHMENTS / EXHIBITS