UBER Uber Technologies Inc

 

As filed with the Securities and Exchange Commission on February 14, 2025

Registration No. 333-              

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

UBER TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware		45-2647441
(State or other jurisdiction of incorporation or organization)		(IRS employer identification number)

 

1725 3rd Street
San Francisco, California		94158
(Address of Principal Executive Offices)		(Zip Code)

 

2019 Equity Incentive Plan

2019 Employee Stock Purchase Plan

(Full titles of the plan)

Prashanth Mahendra-Rajah

Chief Financial Officer

Uber Technologies, Inc.

1725 3rd Street

San Francisco, California 94158

(415) 612-8582 

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

David Peinsipp Siana Lowrey Carlos Ramirez Cooley LLP 3 Embarcadero Center, 20th Floor San Francisco, California 94111-4004 (415) 693-2000		Tony West Uber Technologies, Inc. 1725 3rd Street San Francisco, California 94158 (415) 612-8582

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

Large accelerated filer	x		Accelerated filer	o
Non-accelerated filer	o		Smaller reporting company	o
			Emerging growth company	o

  

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 7(a)(2)(B) of the Securities Act. o

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Uber Technologies, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) for the purpose of registering (i) an additional 105,397,800 shares of the Registrant’s common stock, par value $0.00001 per share (the “Common Stock”), to be issued pursuant to the Registrant’s 2019 Equity Incentive Plan (the “2019 Plan”) and (ii) an additional 21,079,560 shares of Common Stock to be issued pursuant to the Registrant’s 2019 Employee Stock Purchase Plan (the “2019 ESPP”). The Registrant previously registered (a) 130,000,000 shares of Common Stock that are or may become issuable under the 2019 Plan and 25,000,000 shares of Common Stock that are or may become issuable under the 2019 ESPP pursuant to the Registrant’s Registration Statement on Form S-8 (File No. 333-231430) filed with the Commission on May 13, 2019, (b) an additional 88,027,075 shares of Common Stock that are or may become issuable under the 2019 Plan and an additional 17,166,767 shares of Common Stock that are or may become issuable under the 2019 ESPP pursuant to the Registrant’s Registration Statement on Form S-8 (File No. 333-235776) filed with the Commission on January 2, 2020, (c) an additional 92,489,696 shares of Common Stock that are or may become issuable under the 2019 Plan and an additional 18,497,939 shares of Common Stock that are or may become issuable under the 2019 ESPP pursuant to the Registrant’s Registration Statement on Form S-8 (File No. 333-253677) filed with the Commission on March 1, 2021, (d) an additional 97,470,577 shares of Common Stock that are or may become issuable under the 2019 Plan and an additional 19,494,115 shares of Common Stock that are or may become issuable under the 2019 ESPP pursuant to the Registrant’s Registration Statement on Form S-8 (File No. 333-262994) filed with the Commission on February 24, 2022, (e) an additional 100,275,135 shares of Common Stock that are or may become issuable under the 2019 Plan and an additional 20,055,027 shares of Common Stock that are or may become issuable under the 2019 ESPP pursuant to the Registrant’s Registration Statement on Form S-8 (File No. 333-269909) filed with the Commission on February 22, 2023, and (f) an additional 103,558,393 shares of Common Stock that are or may become issuable under the 2019 Plan and an additional 20,711,678 shares of Common Stock that are or may become issuable under the 2019 ESPP pursuant to the Registrant’s Registration Statement on Form S-8 (File No. 333-277110) filed with the Commission on February 15, 2024 (collectively, the “Prior Registration Statements”). This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E of Form S-8. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated by reference herein.

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 of the Securities Act of 1933, as amended (the “Securities Act”), and the instructions to Form S-8. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 

 

ITEM 3.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed with the Commission by the Registrant are hereby incorporated into this Registration Statement by reference (other than information in such filings deemed, under Commission rules or otherwise, not to have been filed with the Commission):

 

1.

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 14, 2025; and

 

2.

The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on May 7, 2019, including any amendments or reports filed for the purpose of updating this description, and any amendments or reports filed for the purposes of updating such description.

In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement (other than information in such filings deemed, under Commission rules or otherwise, not to have been filed with the Commission), and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed document that is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. 

ITEM 8.

EXHIBITS

The exhibits to this Registration Statement are listed below:

 

Exhibit Number		Description
4.1(1)		Amended and Restated Certificate of Incorporation of the Registrant.
4.2(2)		Amended and Restated Bylaws of the Registrant.
4.3(3)		Form of Common Stock Certificate.
5.1		Opinion of Cooley LLP.
23.1		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
23.2		Consent of Cooley LLP (reference is made to Exhibit 5.1).
24.1		Power of Attorney (included on signature page).
99.1(4)		2019 Equity Incentive Plan and related forms of award agreements.
99.2(5)		2019 Employee Stock Purchase Plan.
107		Filing Fee Table.

(1)	Filed with the Commission on August 6, 2024 as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-38902) and incorporated herein by reference.

(2)	Filed with the Commission on February 15, 2024, as Exhibit 3.2 to the Registrant’s Form 10-K (File No. 001-38902) and incorporated herein by reference.

(3)	Filed with the Commission on April 26, 2019 as Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230812) and incorporated herein by reference.

(4)	Filed with the Commission on April 11, 2019 as Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230812) and incorporated herein by reference.

(5)	Filed with the Commission on April 11, 2019 as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230812) and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on February 14, 2025.

		Uber Technologies, Inc.
	By:	/s/ Dara Khosrowshahi
		Name: Dara Khosrowshahi
		Title: Chief Executive Officer and Director

POWER OF ATTORNEY

Know All Persons By These Presents, that each person whose signature appears below constitutes and appoint Dara Khosrowshahi, Prashanth Mahendra-Rajah, and Tony West, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated. 

 

Signature	Title	Date
/s/ Dara Khosrowshahi	Chief Executive Officer and Director	February 14, 2025
Dara Khosrowshahi	(Principal Executive Officer)
/s/ Prashanth Mahendra-Rajah	Chief Financial Officer	February 14, 2025
Prashanth Mahendra-Rajah	(Principal Financial Officer)
/s/ Glen Ceremony	Chief Accounting Officer and Global Corporate Controller	February 14, 2025
Glen Ceremony	(Principal Accounting Officer)
/s/ Ronald Sugar	Chairperson of the Board of Directors	February 14, 2025
Ronald Sugar
/s/ Revathi Advaithi	Director	February 14, 2025
Revathi Advaithi
/s/ Turqi Alnowaiser	Director	February 14, 2025
Turqi Alnowaiser
/s/ Ursula Burns	Director	February 14, 2025
Ursula Burns
/s/ Robert Eckert	Director	February 14, 2025
Robert Eckert
/s/ Amanda Ginsberg	Director	February 14, 2025
Amanda Ginsberg
/s/ Wan Ling Martello	Director	February 14, 2025
Wan Ling Martello
/s/ John Thain	Director	February 14, 2025
John Thain
/s/ David Trujillo	Director	February 14, 2025
David Trujillo
/s/ Alexander Wynaendts	Director	February 14, 2025
Alexander Wynaendts

 

Exhibit 5.1

 

 

David G. Peinsipp

+1 415 693 2177

dpeinsipp@cooley.com

 

 

February 14, 2025

Uber Technologies, Inc.

1725 3rd Street

San Francisco, California 94158

Ladies and Gentlemen:

We have acted as counsel to Uber Technologies, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 126,477,360 shares (the “Shares”) of the Company’s common stock, $0.00001 par value (the “Common Stock”), consisting of (i) 105,397,800 shares of Common Stock issuable pursuant to the Company’s 2019 Equity Incentive Plan (the “2019 Plan”) and (ii) 21,079,560 shares of Common Stock issuable pursuant to the Company’s 2019 Employee Stock Purchase Plan (together with the 2019 Plan, the “Plans”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plans, and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

This opinion is limited to the matters expressly set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

 

 

Cooley LLP 3 Embarcadero Center 20th Floor San Francisco, CA 94111-4004
t: (415) 693-2000 f: (415) 693-2222 cooley.com

 

 

 

February 14, 2025

Page Two

 

 

Sincerely,

Cooley LLP

By: /s/ David G. Peinsipp

 

David G. Peinsipp

 

 

 

Cooley LLP 3 Embarcadero Center 20th Floor San Francisco, CA 94111-4004
t: (415) 693-2000 f: (415) 693-2222 cooley.com

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Uber Technologies, Inc. of our report dated February 14, 2025 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Uber Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024.

 

PricewaterhouseCoopers LLP

San Francisco, California

February 14, 2025

 

Exhibit 107

Calculation of Filing Fee Table

 

Form S-8

(Form Type)

 

Uber Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered(1)				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Common Stock, par value $0.00001 per share		Other(2)			105,397,800	(3)		$	77.90	(2)		$	8,210,488,620				0.00015310			$	1,257,026
Equity		Common Stock, par value $0.00001 per share		Other(4)			21,079,560	(5)		$	66.22	(4)		$	1,395,888,464				0.00015310			$	213,711
Total Offering Amounts														$	9,606,377,084							$	1,470,737
Total Fees Previously Paid																							—
Total Fee Offsets																							—
Net Fee Due																						$	1,470,737

 

v3.25.0.1

Submission	Feb. 14, 2025
Submission [Line Items]
Central Index Key	0001543151
Registrant Name	Uber Technologies, Inc.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

v3.25.0.1

Offerings	Feb. 14, 2025 USD ($) shares $ / shares
Offering: 1
Offering:
Other Rule	true
Security Type	Equity
Security Class Title	Common Stock, par value $0.00001 per share
Amount Registered | shares	105,397,800
Proposed Maximum Offering Price per Unit | $ / shares	77.90
Maximum Aggregate Offering Price	$ 8,210,488,620
Fee Rate	0.01531%
Amount of Registration Fee	$ 1,257,026
Offering Note	(1)       Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s common stock (“Common Stock”) that become issuable under the Registrant’s 2019 Equity Incentive Plan (“2019 Plan”) and the Registrant’s 2019 Employee Stock Purchase Plan (“2019 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration, which results in an increase in the number of outstanding shares of Common Stock. (2)       Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $77.90 per share, which is the average of the high and low selling prices per share of the Registrant’s Common Stock on February 10, 2025 as reported by the New York Stock Exchange. (3)       Represents shares of Common Stock that were added to the shares available for issuance under the 2019 Plan on January 1, 2025 pursuant to the automatic increase feature of such plan, which provides that the number of shares reserved for issuance under the 2019 Plan will automatically increase on January 1st each calendar year for ten years, starting on January 1, 2020 and ending on and including January 1, 2029, by the lesser of (a) five percent (5.0%) of the total number of the Registrant’s capital stock outstanding as of December 31st of the immediately preceding calendar year or (b) a number determined by the Registrant’s board of directors. (4)       Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $66.22 per share, which is 85% of the average of the high and low selling prices per share of the Registrant’s Common Stock on February 10, 2025 as reported by the New York Stock Exchange. (5)       Represents shares of Common Stock that were added to the shares available for issuance under the 2019 ESPP on January 1, 2025 pursuant to the automatic increase feature of such plan, which provides that the number of shares reserved for issuance under the 2019 ESPP will automatically increase on January 1st each calendar year for ten years, starting on January 1, 2020 and ending on and including January 1, 2029, by the lesser of (a) one percent (1.0%) of the total number of the Registrant’s capital stock outstanding as of December 31st of the immediately preceding calendar year or (b) 25,000,000 shares, or (c) a number determined by the Registrant’s board of directors.
Offering: 2
Offering:
Other Rule	true
Security Type	Equity
Security Class Title	Common Stock, par value $0.00001 per share
Amount Registered | shares	21,079,560
Proposed Maximum Offering Price per Unit | $ / shares	66.22
Maximum Aggregate Offering Price	$ 1,395,888,464
Fee Rate	0.01531%
Amount of Registration Fee	$ 213,711
Offering Note	(1)       Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s common stock (“Common Stock”) that become issuable under the Registrant’s 2019 Equity Incentive Plan (“2019 Plan”) and the Registrant’s 2019 Employee Stock Purchase Plan (“2019 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration, which results in an increase in the number of outstanding shares of Common Stock. (2)       Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $77.90 per share, which is the average of the high and low selling prices per share of the Registrant’s Common Stock on February 10, 2025 as reported by the New York Stock Exchange. (3)       Represents shares of Common Stock that were added to the shares available for issuance under the 2019 Plan on January 1, 2025 pursuant to the automatic increase feature of such plan, which provides that the number of shares reserved for issuance under the 2019 Plan will automatically increase on January 1st each calendar year for ten years, starting on January 1, 2020 and ending on and including January 1, 2029, by the lesser of (a) five percent (5.0%) of the total number of the Registrant’s capital stock outstanding as of December 31st of the immediately preceding calendar year or (b) a number determined by the Registrant’s board of directors. (4)       Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $66.22 per share, which is 85% of the average of the high and low selling prices per share of the Registrant’s Common Stock on February 10, 2025 as reported by the New York Stock Exchange. (5)       Represents shares of Common Stock that were added to the shares available for issuance under the 2019 ESPP on January 1, 2025 pursuant to the automatic increase feature of such plan, which provides that the number of shares reserved for issuance under the 2019 ESPP will automatically increase on January 1st each calendar year for ten years, starting on January 1, 2020 and ending on and including January 1, 2029, by the lesser of (a) one percent (1.0%) of the total number of the Registrant’s capital stock outstanding as of December 31st of the immediately preceding calendar year or (b) 25,000,000 shares, or (c) a number determined by the Registrant’s board of directors.

v3.25.0.1

Fees Summary	Feb. 14, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 9,606,377,084
Previously Paid Amount
Total Fee Amount	1,470,737
Total Offset Amount
Net Fee	$ 1,470,737

---