LYFT 10-K & 10-Q changes, risk factors and insider trading

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, before making a decision to invest in our Class A common stock. Our business, financial condition, results of operations or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, financial condition, results of operations and prospects could be adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment. For the purposes of this “Item 1A. Risk Factors” section, riders are passengers who request rides from drivers inon our ridesharingplatform marketplace, orand renters of a shared bike, scooterbike or automobile available on the Lyft app.scooter.

•our financial performance and any inability to achieve or maintain profitability in the future;

•the accuracy of background checks on potential or current drivers and our thirdthird-party party providers'providers’ ability to effectively conduct such background checks;

•the growth and development of our network of Lightshared Vehiclesbikes and scooters and the quality of and supply chain for our Lightnetwork Vehiclesof shared bikes and scooters;

•our autonomous vehicleAV technology, partnerships with other companies who offer autonomous vehicleAV technologies, and the overall development of the autonomous vehicleAV industry;

•our nascent advertising business,platform, Lyft MediaAds;

•our presence outside the United StatesU.S. and any future international expansion;

Our limited operating history and our evolving business makemakes it difficult to evaluate our future prospects and the risks and challenges we may encounter.

While we have primarily focused on ridesharing sinceSince our ridesharing marketplace launched in 2012, we have primarily focused on ridesharing, particularly in North America. However, our business continuesand strategy continue to evolve. We regularly expand our platform features, offerings and services and change our pricing methodologies.methodologies, Throughand thewe acquisitionhave recently engaged in more significant expansion of PBSCour Urbanoperations Solutionsto Inc.new ("PBSC")geographies inand Maynew 2022,offerings. In July 2025, we expanded our businessoperations tobeyond includeNorth licensingAmerica, entering nine new countries and more than 180 cities through our acquisition of certainFreenow, a leading European multimodal app with taxi offering at its core. In October 2025, we acquired TBR, a global luxury chauffeuring company that operates in thousands of ourcities technology and sales of bikes and stations. In recent periods, we have also reevaluated and changed our cost structure and focused our business model. For example, in February 2023, we closed the sale of our vehicle service center business.worldwide. Our evolving business, industry and markets make it difficult to evaluate our future prospects and the risks and challenges we may encounter.encounter Risks and challenges we have faced and expect to face includeincluding our ability to:

•plan for and manage capital expenditures for our current and future offerings, including our network of Lightshared Vehiclesbikes and scooters and certain vehicles in the Express Drive program, and manage our supply chain and supplier relationships related to our current and future offerings;

•develop, manufacture, source, deploy, sell, maintain and ensure utilization of our assets, including our network of Lightshared Vehiclesbikes and scooters and certain vehicles in the Express Drive program;

•successfully expand our geographic reach and manage our international operationsoperations, including new business models and regulatory environments;

If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, our business, financial condition and results of operations could be adversely affected. Further, because we have an evolving business and financial model and operate in a rapidly evolving market,markets, any predictions about our future grossGross bookings,Bookings, revenue, expenses and earnings may not be as accurate as they would be if we had a static financial model or operated in a more predictable market. WeFrom time to time, we have encounteredalso reevaluated and changed our cost structure and focused our business model, which may result in increased expenses in the past,near andterm willor encounterreductions in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries.revenue. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition and results of operations could be adversely affected.affected, which could, in turn, cause our stock price to decline.

Prior to 2020, we grew rapidly. In 2020, due to COVID-19 and the related government and public health measures, our revenue declined significantly. Although our revenue has since recovered, the timeline for a full recovery of rideshare demand, driver supply and other aspects of our business in each of our markets is uncertain. Accordingly, our recent revenue growth rate and financial performance, including prior to the effects of COVID-19, the decline related to COVID-19 and recent growth rates compared to periods in the midst of the COVID-19 pandemic, may not be indicative of our future performance. Further, we firstWe achieved net income, on a GAAP basis, in the yearyears ended December 31, 2024,2024 and 2025, however, we incurred net losses every other year since our inception, and we may not be able to achieve or maintain GAAP profitability. We expect that our financial performance, including our net income and Adjusted EBITDA, will continue to fluctuate in future periods. We can provide no assurances that we will achieve or maintain profitability in the future, on a quarterly or annual basis.

While we remain focused on operating efficiently, our expenses will likelymay increase in the future as we develop and launch new offerings and platform features, expand in existing and new marketsmarkets, including new geographies, and continue to invest in our platform and customer engagement. In addition, certain costs, such as insurance and driver pay and incentives have increased or fluctuated as a result of the COVID-19 pandemic, macroeconomic factors and the development and maturation of our business and the rideshare industry, and may continue to do so. We may be unable to accurately predict these costs and our investments may not result in increased revenue or growth in our business. For example, we have incurred and will continue to incur additional costs and expenses associated with the passage of Proposition 22 in California, HB 2076 in Washington, and elsewhere, and implementation of operational changes as part of agreements with the New York and Massachusetts Attorneys General, including providing drivers in these states with new earnings opportunities and protections, including contributions towards on-the-job injury insurance, other benefits and minimum guaranteed earnings. In addition, various jurisdictions have introduced legislation setting high earnings standards and increasing other costs to the business including insurance.insurance and industry-wide sectoral bargaining for rideshare drivers. Due to various factors, including inflation, we anticipate that our insurance costs will continue to increase and will impact our profitability. Furthermore, we have expanded over time to include more asset-intensive offerings such as our network of Lightshared Vehiclesbikes and scooters, our purchase and/or operation of AVs and related infrastructure, and Flexdrive. These offerings and programs require significant capital investments and recurring costs, including debt payments, maintenance, depreciation, asset life and asset replacement costs, and if we are not able to maintain sufficient levels of utilization of such assets, such offerings are otherwise not successful or we decide to shut down any such offerings, our investments may not generate sufficient returns and our financial condition may be adversely affected. In addition to the above, a determination in, resolution of, or settlement of, any legal proceeding related to driver classification matters may require us to significantly alter our existing business model and operations (including potentially suspending or ceasing operations in impacted jurisdictions), increase our costs and impact our ability to add qualified drivers to our platform and grow our business, which could have an adverse effect on our business, financial condition and results of operations, and our ability to achieve or maintain profitability in the future. Additionally, stock-based compensation expense related to restricted stock units (“RSUs”) and other equity awards is expected to continue to be a significant expense for the foreseeable future, and as of December 31, 2024,2025, we had $160.4$140.5 million of unrecognized stock-based compensation expense related to all unvested awards, net of estimated forfeitures, that will be recognized over a weighted-average period of approximately 1.08 year.months. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or maintaining profitability or positive cash flow on a consistent basis. If we are unable to successfully address these risks and challenges as we encounter them, our business, financial condition and results of operations could be adversely affected.

As our business evolves, our revenue growth rates and results of operations will fluctuate due to a number of reasons, which may include changes in the macroeconomic environment, slowing demand for our offerings, increasing competition or changes in market dynamics, a decrease in the growth of our overall market or market saturation, varying profitability of different offerings, increased expenses due to investments, public health crises, increasing regulatory costs and challenges and resulting changes to our business model and our failure to capitalize on growth opportunities. If we are unable to generate adequate revenue growth and manage our expenses, we may continue to incur significant losses in the future and may not be able to achieve or maintain profitability.

Our main ridesharing competitor in the United StatesU.S. and Canada is Uber, and in Europe, our main competitors for app-based intermediation services for taxi and private hire vehicles are Uber and Bolt, though we also compete with other transportation network companiesTNCs and taxicab and livery companies, as well as traditional automotive manufacturers and technology companies. Our main competitors in bike and scooter sharing include Lime, Bird, Fifteen, nextbike and Dott. We also compete with other manufacturers of bike and scooter sharing equipment for sales of such equipment, particularly in markets outside of the United States.U.S.

Additionally, there are other non-U.S.-based TaaS network companies, bike and scooter sharing companies, consumer vehicle rental companies, non-ridesharing transportation network companiesTNCs and traditional automotive manufacturers that may expand into theNorth United StatesAmerica and Canada.Europe. There are also a number of companies developing autonomousand vehicleintroducing AV technology and TaaS offerings that either are competing with us or may compete with us in the future, including Alphabet (Waymo), Amazon (Zoox), Baidu, Motional,Bolt, and Tesla as well as many other technology companies and automobile manufacturers and suppliers. We anticipate continued challenges from current competitors as well as from new entrants into the TaaS market.

CertainWithin each of these markets, the cost to switch between products is low. Riders have a propensity to shift to the lowest-cost or highest-quality provider and could use more than one platform; drivers have a propensity to shift to the platform with the highest earnings potential. In addition, certain of our competitors and potential competitors have greater financial, technical, marketing, research and development, manufacturing and other resources, greater name recognition, longer operating histories or a larger user base than we do. They may be able to devote greater resources to the development, promotion and sale of offerings and offer lower prices than we do, which could adversely affect the health of our marketplace and our results of operations. Further, they may have greater resources to deploy towards the research, development and commercialization of new technologies, including autonomous vehicleAV technology or Lightnetworks Vehicles,of shared bikes and scooters, or they may have other financial, technical or resource advantages. These factors may allow our competitors or potential competitors to derive greater grossGross bookings,Bookings, revenue and profits from their existing user bases, attract and retain qualified drivers and riders at lower costs, offer more attractive pricing on their platforms or respond more quickly to new and emerging technologies, revenue opportunities and trends. Our current and potential competitors may also establish cooperative or strategic relationships, or consolidate, amongst themselves or with third parties that may further enhance their resources and offerings. We have entered into strategic collaborations and partnerships with certain of the aforementioned competitors, including with respect to AVs, and these partnerships may lead to actual or perceived conflicts of interest or misalignment of strategic objectives.

The ridesharing market and the market forIf our other offerings, such as our network of Light Vehicles, are still in relatively early stages of growth and development and if such markets do not continue to grow, grow more slowly than we expect or fail to grow as large or otherwise develop as we expect, our business, financial condition and results of operations could be adversely affected.

PriorThe to 2020, theU.S. ridesharing market grewwas rapidly,introduced butin it is still relatively new,2012 and has continued to grow over time. However, it is uncertain to what extent the market acceptance will continue to grow, if at all. New technologies and changing consumer preferences may decrease or shift the ridesharing market. In addition, the market for our other offerings, such as our network of Lightshared Vehicles,bikes and scooters, is relativelycontinuing newto develop and unproven,change, and it is uncertain whether demand for bike and scooter sharing will continue to grow and achieve wide market acceptance. Our success will depend to a substantial extent on the willingness of people to widely adopt ridesharing and our other offerings across a variety of use cases.cases, Inas responsewell as our ability to the COVID-19 pandemic, we pausedshift our Sharedbusiness Rides offerings, and we were temporarily restricted from operating our scooter share programmodel in oneline jurisdictionwith dueconsumer to public health and safety measures. We had to suspend or discontinue these offerings from time to time due to various concerns. In the event of significant public health concerns, such as COVID-19, or other events beyond our control, we may be required or believe it is advisable to suspend such offerings again.preferences. If the public does not perceive ridesharing or our other offerings as beneficial, or chooses not to adopt them as a result of concerns regarding public health or safety, affordability, longer-term behavioral and social shifts due to the COVID-19 pandemic,shifts, or for other reasons, whether as a result of incidents on our platform or on our competitors’ platforms, health concerns, or otherwise, then the market for our offerings may not further develop, may develop more slowly than we expect or may not achieve the growth potential we expect. Additionally, from time to time we re-evaluate the markets in which we operate and the performance of our offerings, and we have discontinued and may in the future discontinue operations in certain markets asif, aamong resultother ofreasons, such evaluations.markets Forare example,not developing as we currently offer Shared Rides in connection with business-to-business partnerships and only in select markets.expected. Any of the foregoing risks and challenges could adversely affect our business, financial condition and results of operations.

Our continued growth depends in part on our ability to cost-effectively attract and retain qualified drivers who satisfy our screening criteria and procedures andas well as our ability to increase their utilization of our platform. To attract and retain qualified drivers, we have, among other things, offered sign-up and referral bonusesbonuses, various driver incentives, developed new programs such as guaranteed earnings, and provided access to third-party vehicle rental programs for drivers who do not have or do not wish to use their own vehicle. Drivers are generally able to switch between our platform and competing platforms. If we do not continue to provide drivers with flexibility on our platform, compelling opportunities to increase earnings and other incentive programs, such as demand-based bonuses, that are comparable or superior to those of our competitors and other companies in the app-based work industry or other industries, or if drivers become dissatisfied with our programs and benefits or our requirements for drivers, including requirements regarding the vehicles they drive, we may fail to attract new drivers, retain current drivers or increase their utilization of our platform, or we may experience complaints, negative publicity, strikes or other work stoppages that could adversely affect our users and our business. For example, duringfrom time to time, in order to attract and afterretain thedrivers, COVID-19and pandemic,ensure wean experiencedadequate a shortagesupply of available drivers relativeto tomeet rider demand inas certainwell marketsmaintain andour offeredexpectations for rider service, we offer increased incentives to improve driver supply. Our revenue and results of operations have been and may in priorthe periodsfuture beenbe negatively impacted by supply incentives, andincentives to the extent thatsuch driverincentives availabilitydo remainsnot limitedresult andin increased revenue or reduce our profitability. Additionally, we offerare increased incentivesrequired to improveprovide supply,benefits ourto revenue and results of operations may be negatively impacteddrivers in thecertain future.markets Additionally,in followingresponse theto passageregulations ofor Propositionsettlement 22agreements, including in California, drivers have been able to access the earning opportunities described in the ballot measure. In addition, in connection with settlements with the New York and MassachusettsMassachusetts. Attorneys General, the Company is continuing to implement certain operational changes that entail increased costs. Further, otherOther jurisdictions have adopted or may adopt similar laws and regulations, and we may reach similar or other settlements with other jurisdictions, any of which may increase our expenses. Litigation seeking to reclassify drivers as employees is pending and/or threatened in multiple jurisdictions, including as described in the “Legal Proceedings” subheading in Note 10.10 “Commitments and Contingencies” to the consolidated financial statements included in this Annual Report on Form 10-K. If such litigation is successful in one or more jurisdictions, we may be required to classify drivers as employees rather than independent contractors in those jurisdictions,jurisdictions. andIf we mayare required to shift our business model to classify drivers as employees, we would incur significant additional expenses to resolve the matters at issue in the litigation. If this occurs,that we may need to develop new offerings and implementapproaches anto employmentattract and retain such drivers. These changes in our model that wewould have notsignificant historicallyadverse usedimpacts or to cease operations, whether temporarily or permanently, in affected jurisdictions. We may face specific risks relating toon our ability to onboard drivers as employees, our ability to partner with third-party organizations to source driversbusiness and ouroperating ability to effectively utilize employee drivers to meet rider demand.results.

If drivers are unsatisfied with certain of our partners, including our third-party vehicle rental partners, our ability to attract and retain qualified drivers and to increase their utilization of our platform could be adversely affected. Further, incentives we provide to attract drivers could fail to attract and retain qualified drivers or fail to increase utilization, or could have other unintended adverse consequences. In addition, changes in certain laws and regulations, including immigration, labor and employment laws or background check requirements, may result in a shift or decrease in the pool of qualified drivers, which may result in increased competition for qualified drivers or higher costs of recruitment, operation and retention. As part of our business operations or research and development efforts, data on the vehicle may be collected and drivers may be uncomfortable or unwilling to drive knowing that data is being collected. Other factors outside of our control, such as concerns about personal health and safety, increases in the price of gasoline, vehicles or insurance, or concerns about the availability of government or other assistance programs if drivers continue to drive on our platform, may also reduce the number of drivers on our platform or their utilization of our platform, or impact our ability to onboard new drivers. If we fail to attract qualified drivers on favorable terms, fail to increase their utilization of our platform or lose qualified drivers to our competitors, we may not be able to meet the demand of riders, including maintaining a competitive price of rides to riders, and our business, financial condition and results of operations could be adversely affected.

Our success depends in part on our ability to cost-effectively attract new riders, retain existing riders and increase utilization of our platform by current riders. Riders have a wide variety of options for transportation, including personal vehicles, rental cars, taxis, public transit and other ridesharing and bike and scooter sharing offerings. Rider preferences may also change from time to time. To expand our rider base, we must appeal to new riders who have historically used other forms of transportation or other ridesharing or bike and scooter sharing platforms. We believe that our paid marketing initiatives have been and will continue to be critical in promoting awareness of our offerings, which in turn drives new rider growth and rider utilization. However, our reputation, brand and ability to build trust with existing and new riders may be adversely affected by complaints and negative publicity about us, our offerings, our policies, including our pricing algorithms and pricing policies, the quality of our service, including timely pick-ups, drivers on our platform, or our competitors, even if factually incorrect or based on isolated incidents. Further, if existing and new riders do not perceive the transportation services provided by drivers on our platform to be reliable, safe and affordable, or if we fail to offer new and relevant offerings and features on our platform, we may not be able to attract or retain riders or to increase their utilization of our platform. As we continue to expand into new geographic areas, we will be relying in part on referrals from our existing riders to attract new riders, and therefore we must ensure that our existing riders remain satisfied with our offerings. In addition, we have experienced and may continue to experience seasonality in both ridesharing and Lightbikes Vehicleand scooters rentals during the winter months, which may harm our ability to attract and retain riders during such periods. WeFrom time to time, we have also experienced volatility in the health of our overall marketplace, and demand for our platform has not returned to pre-2020 levels in all markets.marketplace. We cannot predict whether these impacts will continue, including longer term. If we fail to continue to grow our rider base, retain existing riders or increase the overall utilization of our platform by existing riders, we may not be able to provide drivers with an adequate level of ride requests, and our business, financial condition and results of operations could be adversely affected. In addition, if we do not achieve sufficient utilization of our asset-intensive offerings such as our network of Lightshared Vehicles,bikes and scooters, our business, financial condition and results of operations could be adversely affected.

We require drivers to carry automobile insurance in most countries we offer services in, and in many cases we also procure insurance on behalf of drivers. From the time a driver becomes available to accept rides in the Lyft Driver App until the driver logs off and is no longer available to accept rides, we, through our wholly-owned insurance subsidiary and deductibles, often bear substantial financial risk with respect to auto-related incidents, including auto liability, uninsured and underinsured motorist, auto physical damage, first party injury coverages including personal injury protection under U.S. state law and general business liabilities up to certain limits. To comply with certain United States and Canadian province insurance regulatory requirements forin auto-relatedjurisdictions risks,we operate in, we procure a number of third-party insurance policies which provide the required coverage in such jurisdictions. In nearly all U.S. states, our insurance subsidiary reinsures a portion, which may change from time to time, of the auto-related risk from some third-party insurance providers. In connection with our reinsurance and deductible arrangements, we deposit funds into trust accounts with a third-party financial institution from which some third-party insurance providers are reimbursed for claims payments. As we continue to expand our international footprint, we face increasingly complex and diverse regulatory insurance frameworks. If we fail to comply with statethese insuranceevolving regulatory requirementsframeworks, or other regulations governing insurance coverage, our business, financial condition and results of operations could be adversely affected. If any ofif our third-party insurance providers or claims administrators whobecome handleinsolvent theor claimotherwise onfail behalfto fulfill their obligations, we may be exposed to significant unmitigated losses. Such events could materially and adversely affect our business, financial condition, and results of the third-party insurance providers become insolvent, they could be unable to pay any claims that we make.operations.

We also procure third-party insurance policies to cover various operations-related risks including employment practices liability, workers’ compensation, business interruptions, cybersecurity and data breaches, crime, directors’ and officers’ liability and general business liabilities, including product liability.liabilities. For certain types of operations-related risks or future risks related to our new and evolving offerings, we may not be able to, or may choose not to, acquire insurance. In addition, we may not obtain enough insurance to adequately mitigate such operations-related risks or risks related to our new and evolving offerings, and we may have to pay high premiums, self-insured retentions or deductibles for the coverage we do obtain. Additionally, if any of our insurance or reinsurance providers becomes insolvent, it could be unable to pay any operations-related claims that we make. Certain losses may be excluded from insurance coverage including, but not limited to losses caused by intentional act, pollution, contamination, virus, bacteria, terrorism, war and civil unrest.

In recent periods, the automotive insurance industry has experienced rising costs due to, among other things, inflation, supply chain challenges, insurance fraud, and the cost of medical care, which has harmed our business, financial condition and results of operations, including through increased insurance renewal costs, and we expect it to continue to negatively impact the automotive insurance industry and our business, financial condition and results of operations.

We have, from time to time, soldceded portions of retained insurance risk to third-parties, including as described in the “Insurance Reserves” subheading in Note 8,8 “Supplemental Financial Statement Information” to the consolidated financial statements included in this Annual Report on Form 10-K. These transactions may cause us to incur additional expenses in the total cost of this risk, and we are subject to recapture of the risk if any third partythird-party reinsurer were to default on their reinsurance obligation.

•accidents, defects or other negative incidents involving autonomous vehiclesAVs or Lightnetwork Vehiclesof shared bikes and scooters on our platform or Lightbikes Vehiclesand scooters sold to third parties;

Illegal, improper or otherwise inappropriate activities by users, including the activities of individuals who may have previously engaged with, but are not then receiving or providing services offered through, our platform or individuals who are intentionally impersonating users of our platform could adversely affect our brand, business, financial condition and results of operations. These activities may include criminal activity such as assault, theft, unauthorized use of credit and debit cards or bank accounts, as well as other misconduct such as sharing of rider or driver accounts, and identity theft to create user accounts. While we have implemented various measures intended to anticipate, identify and address the risk of these types of activities, these measures may not adequately address, and are unlikely to prevent, all illegal, improper or otherwise inappropriate activity by these parties from occurring in connection with our offerings. Such conduct has and could continue to expose us to liability or adversely affect our brand or reputation. At the same time, if the measures we have taken to guard against these illegal, improper or otherwise inappropriate activities, such as our requirement that all U.S. drivers undergo annual background checks or our two-way rating system and related policies, are too restrictive and inadvertently prevent qualified drivers and riders otherwise in good standing from using our offerings, or if we are unable to implement and communicate these measures fairly and transparently or are perceived to have failed to do so, the growth and retention of the number of qualified drivers and riders on our platform and their utilization of our platform could be negatively impacted. Further, any negative publicity related to the foregoing, whether such incident occurred on our platform, on our competitors’ platforms, or on any ridesharing platform, could adversely affect our reputation and brand or public perception of the ridesharing industry as a whole, which could negatively affect demand for platforms like ours, and potentially lead to increased regulatory or litigation exposure. Any of the foregoing risks could harm our business, financial condition and results of operations.

While we continue to maintain that drivers on our platform are independentnot contractorsemployees in legal and administrative proceedings, our arguments may ultimately be unsuccessful. A determination in, resolution of, or settlement of, any legal proceeding, whether we are party to such legal proceeding or not, that classifies a driver utilizing a ridesharing platform as an employee, may require us to revise our pricing and earnings methodologies, or make other changes to our business and operations, to account for such a change to driver classification. Proposition 22 in California, HB 2076 in Washington and agreements with the New York and Massachusetts Attorneys General have enabled us to provide additional earning opportunities to drivers in those states, including guaranteed earnings. The transition has required, and will continue to require, additional costs and we expect to face other challenges as we transition drivers to these new models, including changes to our pricing. We have also tested or launched, and may in the future test or launch, certain changes to the rates, fees and payment structure for drivers on our platform, which may not ultimately be successful in attracting and retaining qualified drivers. Moreover, while the California Supreme Court rejected a constitutional challenge to Proposition 22 on July 25, 2024, other potential litigation to overturn Proposition 22, litigation over Lyft’s compliance with Proposition 22, or the reclassification of drivers on our platform as employees could reduce the available supply of drivers as drivers leave the platform due to the changes in flexibility under an employment model, or other changes we may need to make to our business and operations. While we do and will attempt to optimize ride prices and balance supply and demand in our ridesharing marketplace, our assessments may not be accurate. We have experienced in the past and may experience in the future underpricing or overpricing of our offerings due to changes we make to the technology used in our pricing. In addition, if the offerings on our platform change, then we may need to revise our pricing methodologies. As we continue to launch new and develop existing asset-intensive offerings such as our network of Lightshared Vehiclesbikes and scooters and certain vehicles in our Express Drive program, factors such as maintenance, debt service, depreciation, asset life, supply chain efficiency and asset replacement may affect our pricing methodologies. In addition, we have established environmental programs that may also affect our pricing. Any such changes to our pricing methodologies or our ability to efficiently price our offerings could adversely affect our business, financial condition and results of operations.

If we are unable to efficiently grow and further develop our network of Lightshared Vehicles,bikes and scooters, which may not grow as we expect or become profitable over time, and manage the related risks, our business, financial condition and results of operations could be adversely affected.

While some major cities have widely adopted bike and scooter sharing, there can be no assurance that new markets we enter will accept, or existing markets will continue to accept, bike and scooter sharing, and even if they do, that we will be able to execute on our business strategy or that our related offerings will be successful in such markets. For example, although we have exclusive rights to operate bike or scooter sharing programs in certain jurisdictions, we have faced competition in contravention of such rights and have incurred costs to defend against such challenges. A negative determination in other legal disputes regarding bike and scooter sharing, including an adverse determination regarding our existing rights to operate, could adversely affect our competitive position and results of operations. Additionally, we may from time to time be denied permits to operate, or be temporarily restricted from operating due to public health and safety measures, our bike share program or scooter share program in certain jurisdictions.jurisdictions due to, among other things, public health and safety measures. While we do not expect any denial or suspension in an individual region to have a material impact, these denials or suspensions in the aggregate could adversely affect our business and results of operations. Even if we are able to successfully develop and implement our network of Lightshared Vehicles,bikes and scooters, there may be heightened public skepticism of this nascent service offering. In particular, there could be negative public perception surrounding bike and scooter sharing, including the overall safety and the potential for injuries occurring as a result of accidents involving an increased number of bikes and scooters on the road, and the general safety of the bikes and scooters themselves. Such negative public perception may result from incidents on our platform or incidents involving our competitors’ offerings.

We design and contract to manufacture bikes and scooters using a limited number of external suppliers, and a continuous, stable and cost-effective supply of bikes and scooters that meets our standards is critical to our operations. We expect to continue to rely on external suppliers in the future. There can be no assurance we will be able to maintain our existing relationships with these suppliers and continue to be able to source our bikes and scooters on a stable basis, at a reasonable price or at all. We also design and contract to manufacture certain assets related to our network of Lightshared Vehiclesbikes and scooters and we rely on a small number of suppliers, and in some instances a sole supplier, for components and manufacturing services. Similarly, we rely on external vendors to provide field services to our bike and scooter operations. There can be no assurance we will be able to maintain our existing relationships with these vendors. Also, from time to time we transition these services in one or more geographies from one vendor to another, and the transition process could interrupt or otherwise adversely affect our operations.

The revenue we generate from our network of Lightshared Vehiclesbikes and scooters fluctuates from quarter to quarter due to, among other things, seasonal factors including weather. Our limited operating history makes it difficult for us to assess the exact nature or extent of the effects of seasonality on our network of Lightshared Vehicles,bikes and scooters, however, we generally experience a decline in demand for our bike and scooter rentals over the winter season and an increase during more temperate and dry seasons. Additionally, from time to time we may re-evaluate the markets in which we operate and the performance of our network of Lightshared Vehicles,bikes and scooters, and we have discontinued and may in the future discontinue operations in certain markets as a result of such evaluations. For example, in recent years, we discontinued our shared scooter and/or shared bike programs in Sana Diego,number Losof Angeles, Minneapolis, Washington, D.C. and Denvercities due to a number of factors including onerous contractual requirements, institutionalized theft, and lack of public investment. Any of the foregoing risks and challenges could adversely affect our business, financial condition and results of operations.

Challenges relating to the supply chain for our Lightnetwork Vehiclesof shared bikes and scooters could adversely affect our business, financial condition and results of operations.

The supply chain for our bikes and scooters exposes us to multiple potential sources of delivery failure or shortages and our acquisition of PBSC, a producer and seller of bikeshare equipment and software, has increased that exposure.shortages. In the event that our supply of bikes and scooters or key components is interrupted or there are significant increases in prices, such as due to actual or proposed tariff increases, our business, financial condition and results of operations could be adversely affected. Changes in business conditions, force majeure, any public health crises or pandemics, governmental or regulatory changes and other factors beyond our control have affected and could continue to affect our suppliers’ ability to deliver products and our ability to deploy products to the market, or deliver products to third parties, on a timely basis.

We incur significant costs related to the design, purchase, sourcing and operations of our network of Lightshared Vehiclesbikes and scooters and we expect to continue incurring such costs as we operate our network of Light Vehicles.costs. The prices and availability of bikes and scooters and related products may fluctuate depending on factors beyond our control including market and economic conditions, tariffs, changes to import or export regulations and demand. Substantial increases in prices of these assets or the cost of our operations would increase our costs and reduce our margins, which could adversely affect our business, financial condition and results of operations. Further, customs authorities may challenge or disagree with our classification, valuation or country of origin determinations of our imports. Such challenges could result in tariff liabilities, including tariffs on past imports, as well as penalties and interest. Although we have reserved for potential payments of possible tariff liabilities in our consolidated financial statements, if these liabilities exceed such reserves, our financial condition could be harmed.

Our bikes and scooters or components thereof, including bikes and scooters and components that we design and contract to manufacture using third-party suppliers, have experienced and may in the future experience quality problems, product issues or acts of vandalism or theft from time to time, which could result in decreased usage of our network of Lightshared Vehiclesbikes and scooters or loss of our bikes or scooters. There can be no assurance we will be able to detect and fix all product issues, vandalism or theft of our Lightbikes Vehicles.and scooters. Failure to do so could result in lost revenue, litigation or regulatory challenges, including personal injury or products liability claims, and harm to our reputation.

If we are unable to efficiently develop, enable, or implement partnerships with other companies to offer autonomous vehicleAV technologies on our platformsplatform in a timely manner, our business, financial condition and results of operations could be adversely affected.

We have invested, and plan to continue to invest, in the development of AV-related technology for use on our platform. We currently partner and have partnered in the past with several companies to develop autonomous vehicleAV technology and offerings.offerings, and to make AV technology and offerings available on our platform. Autonomous driving is a new and evolving market, which makes it difficult to predict its acceptance, its growth, and the magnitude and timing of necessary investments and other trends, including when it may be more broadly or commercially available. Our initiatives may not perform as expected, which would reduce the return on our investments in this area and our current or future partners may decide to terminate or scale back their partnerships with us. For example, in Octoberthe 2022,past onewe have incurred impairment charges in connection with the wind-down of ouran autonomousAV vehicle partners announced its wind-down, and as a result we incurred a total impairment charge of $135.7 million consisting of impairments of our non-marketable equity investment in such company and other assets.partner. Following the sale of our Level 5 self-driving vehicle division in 2021, we no longer develop our own autonomous vehicleAV technology, so we must develop and maintain partnerships with other companies to offer autonomous vehicleAV technology on our platforms,platform, and if we are unable to do so, or if we do so at a slower pace or at a higher cost or if our technology is less capable relative to our competitors, or if our efforts to optimize our strategy with regard to our autonomous vehicleAV technology development areis not successful, our business, financial condition and results of operations could be adversely affected. Likewise, even if we successfully engage with AV technology partners, if our current or future autonomous vehicleAV technology partners are delayed or prevented from developing autonomous vehicleAV technology, for example, due to regulatory scrutiny or a decrease in available capital, our business, financial condition and results of operations could be adversely affected. ForFurther, example,the aecosystem generalof decreaseAV development is complex and certain of our partners are also our competitors. Some of these partners also partner with our other competitors. Accordingly, these partnerships and relationships may not result in availablethe capital,intended asbenefits wellor asreturn anon increaseinvestment inwe regulatoryexpect, scrutinyand our business, financial condition and results of operations could delaybe oradversely prevent the development of autonomous vehicle technology by our partners.affected.

The autonomous vehicleAV industry may not continue to develop, or autonomous vehiclesAVs may not be adopted by the market, which could adversely affect our prospects, business, financial condition and results of operations.

We have invested, and plan to continue to invest, in the development of autonomous vehicle-related technology for use on our platform. Autonomous driving involves a complex set of technologies, including the continued development of sensing, computing and control technology. We have relied on building strategic partnerships with third-party developers of such technologies, as such technologies are costly and in varying stages of maturity. There is no assurance that these current or future partnerships will result in the development of market-viable technologies or commercial success in a timely manner or at all. In order to gain acceptance, the reliability of autonomous vehicleAV technology must continue to advance.

Additional challenges to the development and deployment of autonomous vehicleAV technology, all of which are outside of our control, include:

•market acceptance of autonomous vehiclesAVs;

•levels of investment by developers of autonomous vehicleAV technology; and

•public perception regarding the safety of autonomous vehiclesAVs for drivers, riders, pedestrians and other vehicles on the road.

There are a number of existing laws, regulations and standards that may apply to autonomous vehicleAV technology, including vehicle standards that were not originally intended to apply to vehicles that may not have a human driver. Such regulations continue to rapidly evolve, which may increase the likelihood of complex, conflicting or otherwise inconsistent regulations, which may delay our ability to bring autonomous vehicleAV technology to market or significantly increase the compliance costs associated with this business strategy. In addition, there can be no assurance that the market will accept autonomous vehiclesAVs or the timing of such acceptance, if at all, and even if it does, that we will be able to execute on our business strategy or that our strategy and offerings will be successful in the market. Even if autonomous vehicleAV technology is successfully developed and implemented, there may be heightened public skepticism of this nascent technology and its adopters. In particular, there could be negative public perception surrounding autonomous vehicles,AVs, including the overall safety and the potential for injuries or death occurring as a result of accidents involving autonomous vehiclesAVs and the potential loss of income to human drivers resulting from widespread market adoption of autonomous vehicles.AVs. Such negative public perception may result from incidents on our platform, incidents on our partners’ or competitors’ platforms, or events around autonomous vehiclesAVs more generally. Any of the foregoing risks and challenges could adversely affect our prospects, business, financial condition and results of operations.

As we operate our network of Lightshared Vehicles,bikes and scooters, we are subject to an increasing number of claims, lawsuits, investigations or other legal proceedings related to injuries to, or deaths of, riders of our Lightshared Vehicles,bikes and scooters, including potential indemnification claims. In some cases, we could be required to indemnify governmental entities or operating partners for claims arising out of issues, including issues that may be outside of our control, such as the condition of the public right of way. Any such claims arising from the use of our Lightnetwork Vehicles,of shared bikes and scooters, regardless of merit or outcome, could lead to negative publicity, harm to our reputation and brand, significant legal, regulatory or financial exposure or decreased use of our Lightnetwork Vehicles.of shared bikes and scooters. Further, the bikes and scooters we design and contract to manufacture using third-party suppliers and manufacturers, including certain assets and components we design and have manufactured for us, have in the past contained and could in the future contain design or manufacturing product issues, which could also lead to injuries or death to riders. There can be no assurance we will be able to detect, prevent, or fix all product issues, and failure to do so could harm our reputation and brand or result in personal injury or products liability claims or regulatory proceedings. Any of the foregoing risks could adversely affect our business, financial condition and results of operations.

In each of the three month periods ended March 31, June 30, September 30, and December 31, 2024,2025, Active Riders increased compared to the same periods in 20232024 primarily due to our focus on rider and driver engagement, improved retention andretention, overall marketplace health whichand resultedinternational in Active Riders reaching an all-time high in the fourth quarter of 2024.expansion.

We define Rides as the total number of rides including rideshare and bike and scooter rides completed usingon our multimodal platform that contribute to our revenue. These include any Rides taken through our Lyft App.apps. If multiple riders take a private rideshare ride, including situations where one party picks up another party on the way to a destination, or splits the bill, we count this as a single rideshare ride. Each unique segment of a Shared Ride is considered a single Ride. For example, if two riders successfully match in Shared Ride mode and both complete their Rides, we count this as two Rides. We have largely shifted away from Shared Rides, and now only offer Shared Rides in limited markets. We include all Rides taken by riders via our Concierge offering, even though such riders may be excluded from the definition of Active Riders unless the ride is accessible in that rider’s Lyft App.apps.

The increase in Rides in the year ended December 31, 20242025 as compared to the year ended December 31, 20232024 was due primarily to our improved marketplace health which also resulted in bothan Ridesincrease andin Active Riders reaching all-time highs in the fourth quarter of 2024.Riders.

We define Gross Bookings as the total dollar value of transactions invoiced to rideshare riders including any applicable taxes, tolls and fees, for rides and other offerings provided by Lyft, excluding tips to drivers. In the fourth quarter of 2025, we simplified the definition of Gross Bookings alsoto includesbetter amountsalign invoicedthe formetric otherwith offerings,future includingscaling butof notour limitedbusiness. There was no impact to: Expressprior Drive vehicle rentals, bike and scooter rentals, and amounts recognized for subscriptions, bike and bike station hardware and software sales, media, sponsorships, partnerships, and licensing and data access agreements.periods. Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) is calculated by dividing Adjusted EBITDA for a period by Gross Bookings for the same period. For the definition of Adjusted EBITDA, refer to “Non-GAAP Financial Measures”.

The improvements in net income (loss) as a percentage of Gross Bookings and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) in the year ended December 31, 20242025 as compared to the year ended December 31, 20232024 were due primarily to Ridesa growth$2.9 duebillion tobenefit competitivefrom pricingthe release of our valuation allowance of U.S. federal and improvedcertain marketplacestate health.deferred Additionally,tax our net income (loss)assets in thefourth year ended December 31, 2024 included a $29.6 million gain related to a lease termination which positively impacted net income (loss) as a percentagequarter of Gross Bookings in the year ended December 31, 2024, but did not have a similar impact in 2023.2025.

Revenue consists of revenue recognized from fees paid by drivers for use of our Lyft Platform offerings, and gross amounts collected from riders in certain markets where we control the transportation services provided, Concierge platform fees from organizations that use our Concierge offering, subscription fees paid by riders to access transportation options through the Lyft Platform, revenue from bikes and bike station hardware and software sales, revenue from licensing and data access agreements and revenue from arrangements to provide advertising services to third parties that are interested in reaching users of our platform. Revenue also consists of rental revenues recognized through leases or subleases of vehicles primarily from our wholly-owned subsidiary, Flexdrive Services, LLC (“Flexdrive”). Revenue derived from these offerings is recognized in accordance with Accounting Standards Codification Topic 606 (“ASC 606”) and Accounting Standards Codification Topic 842 (“ASC 842”) as described in the Critical Accounting Policies and Estimates below and in Note 2 “Summary of theSignificant notesAccounting to our consolidated financial statements.Policies”.

We offer various incentive programs to drivers that are recorded as a reduction to revenue if we do not receive a distinct good or service in consideration or if we cannot reasonably estimate the fair value of goods or services received.

Cost of revenue primarily consists of costs directly related to revenue generating transactionsrevenue through our multimodal platform which primarily includes insurance costs, payment processing charges, payments to drivers or driver incentive costs in certain markets where we control the transportation services provided, and other costs. Insurance costs consist of insurance generally required under TNC and city regulations for ridesharingridesharing, and bike and scooter rentals and also includeincludes occupational hazard insurance for drivers. Payment processing charges include merchant fees, chargebacks and failed charges. Other costs included in cost of revenue are hosting and platform-related technology costs, personnel-related compensation costs, depreciation, amortization of technology-related intangible assets, asset write-off chargescharges, and costs related to Flexdrive, which include vehicle lease expenses and remarketing gains and losses related to the sale of vehicles.

Operations and support expenses primarily consist of personnel-related compensation costs of local operations teams and teams who provide phone, email and chat support to users, Lightbikes Vehicleand scooters fleet operations support costs, driver background checks and onboarding costs, fees paid to third-parties providing operations support, facility costs and certain car rental fleet support costs. LightBikes Vehicleand scooters fleet operations support costs include general repairs and maintenance, and other customer support activities related to repositioning bikes and scooters for rider convenience, cleaning and safety checks.

Research and development (“R&D”) expenses primarily consist of personnel-related compensation costs and facilities costs. Research and development costs are expensed as incurred.

Sales and marketing expenses primarily consist of rider incentives, personnel-related compensation costs, certain driver incentives for referring new drivers or riders,incentives, advertising expenses, rider refundsrefunds, amortization of certain intangible assets and marketing partnerships with third parties. Sales and marketing costs are expensed as incurred. Incentive programs are intended to improve our marketplace. In the second quarter of 2025, we determined that certain components should be excluded from our disclosure of incentives. Accordingly, prior period amounts disclosed have been changed to conform to current period presentation.

General and administrative expenses primarily consist of personnel-related compensation costs, professional services fees, certain insurance costs that are generally not required under TNC regulations, certain loss contingency expenses including legal accruals and settlements, insurance claims administrative fees, policy spend, depreciation, facility costscosts, amortization of certain intangible assets and other corporate costs. General and administrative expenses are expensed as incurred.

Interest expense consists primarily of interest incurred on our 2025convertible Notessenior and 2029 Notes,notes, as well as the related amortization of deferred debt issuance costs and debt discount. Interest expense also includes interest incurred on our Non-Revolving Loan and our Master Vehicle Loan.

Other Income (Expense),Income, Net

Other income (expense),income, net consists primarily of interest earned on our cash, cash equivalents and restricted and unrestricted short-term investments asand wellrealized asand subleaseunrealized income.gains and losses on foreign currency transactions and balances.

Provision for (Benefit from) Provision for Income Taxes

Our provision for (benefit from) provision for income taxes consists of federal and state taxes in the U.S. and foreign taxes in jurisdictions in which we conduct business. As we expand the scale of our international business activities, any changes in the U.S. and foreign taxation of such activities may increase our overall (benefit from) provision for income taxes in the future.

Revenue increased $1.4$530.2 billion,million, or 31%,9%, in 20242025 as compared to the prior year, primarily due primarily to growthan increase of 14% in demandRides as we benefited from improvements in marketplace health and international expansion which was reflected in the increases in Gross Bookings, Rides and Active Riders in 20242025 as compared to 2023.2024. Investments in driver supply, which are recorded as a reduction to revenue, decreased by $325.7$121.4 million in 20242025 as compared to the prior year.year as driver supply on the platform benefited from organic growth. The increase was also offset by a $168 million impact from certain legal, tax, and regulatory reserve changes and settlements, which were recorded as a reduction to revenue.

We expect revenue will fluctuate based upon factors such as ride volume, driver supply, pricing, incentives and seasonality specifically related to our network of Lightshared Vehicles.bikes and scooters.

Cost of revenue increased $793.8$359.9 million, or 31%,11%, in 20242025 as compared to the prior year. The increase was primarily due to a $687.5$337.8 million increase in insurance costs driven by increased ride volume paired with higher costs per mile paired with increased ride volume.mile. There were also increases of $71.4$29.6 million in transaction fees due to higher ride volume,volume. $19.6These increases were partially offset by a $35.0 million in depreciation and $16.8 milliondecrease in Flexdrive relatedrestructuring costs due to decreased gains from the sale of vehicles in 2024 as2025 compared to 2023.2024.

We expect to see cost of revenue increase in the near term on a year-over-year basis due to higher insurance costs driven by recent economic factors and the renewals of our third party insurance agreements.agreements, but we expect total insurance costs will increase at a lower rate than they have historically as a result of a recently passed rideshare insurance reform bill, SB 371, which is expected to reduce our insurance rate in California.

Operations and support expenses increased $16.6$34.5 million, or 4%,8%, in 20242025 as compared to the prior year. The increase was primarily due to increases of $18.9$17.0 million in driver onboarding costs and riderrider, driver and drivercar support costs, $17.7 million in Light Vehiclerental fleet operations support costs and $10.6$8.6 million in Flexdrive related costs. These increases were partially offset by a $20.0 million decrease in facilitiespersonnel-related costs and a $7.1 million decrease in stock-based compensation driven by restructuring events initiated in prior years, which included the cease use of certain facilities and reductions inincreased headcount.

Research and development expenses decreasedincreased $158.8$54.3 million, or 29%,14%, in 20242025 as compared to the prior year. The decreaseincrease was primarily due to decreasesincreases of $96.3$32.5 million in personnel-related costs and $17.9 million in stock-based compensation and $62.9 million in personnel-related costs driven by aincreased reduction in headcount after the restructuring events initiated in the third quarter of 2024 and in prior years.headcount.

Sales and marketing expenses increased $308.0$86.1 million, or 64%,11%, in 20242025 as compared to the prior year. The increase was primarily due to increases of $280.7 million in rider, driver and Light Vehicle rider incentive programs due to investments in rider engagement,engagement $23.3including (i) a $43.0 million inincrease rebates,of $21.4costs related to our incentive programs from $402.8 million into brand$445.8 million and other(ii) marketinga and $11.0$32.9 million increase in marketing partnerships with third parties. There was also a $14.0 million increase in brand and other marketing. These increases were partially offset by decreasesa of $13.9$22.6 million decrease in personnel-relatedadvertising costsexpenses related to riders and $12.4 million in stock-based compensation driven by a reduction in headcount after the restructuring events initiated in the third quarter of 2024 and in prior years.drivers.

Interest expense increaseddecreased $2.7$8.2 million, or 10%,28%, in 20242025 as compared to the prior year.

Other Income (Expense),Income, Net

Other income (expense),income, net increaseddecreased $3.1$17.3 million, or 2%,10%, in 20242025 as compared to the prior year. The increasedecrease was primarily due to a $20.6$19.1 million increasedecrease in interest income as compared to the prior year due to higher returns on investments and a $5.1 million gain on extinguishment recognized in the first quarter of 2024 related to the partial repurchase of 2025 Notes. TheseThe increasesdecrease werewas partially offset by a prior year $12.9$12.6 million gain on an equity method investment incurred in the second quarter of 2023 and a $10.9 million decreaseincrease due to foreign currency exchange.

•other income (expense),income, net;

•costs related to acquisitionsacquisitions, divestitures and divestitures,other corporate matters, if any; and

We announced restructuring plans in the fourth quarter of 2022, second quarter of 2023 and third quarter of 2024 to reduce operating expenses and align strategic priorities. We believe the costs associated with the restructurings are distinguishable from ongoing operating costs and do not reflect current or expected performance of our ongoing operations. We believe the adjustment to exclude the costs related to restructuring from Adjusted EBITDA and Adjusted Net Income (Loss) is useful to investors by enabling them to better assess our ongoing operating performance and provide for better comparability with our historically disclosed Adjusted EBITDA and Adjusted Net Income (Loss) amounts. Refer to Note 15 “Restructuring” to the consolidated financial statements for information regarding these restructuring plans.

In the fourth quarter of 2024, we terminated a portion of the lease for our San Francisco headquarters. The right-of-use asset associated with the portion of this lease was previously impaired as part of our restructuring plans in the fourth quarter of 2022 and second quarter of 2023, and the extinguishment of the remaining lease liability resulted in the recorded gain within operating lease costs. We believe this does not reflect the current period performance of our ongoing operations and that the adjustment to exclude this gain from lease termination from Adjusted EBITDA and Adjusted Net Income (Loss) is useful to investors by enabling them to better assess Lyft’s ongoing operating performance and provide for better comparability with Lyft’s historically disclosed Adjusted EBITDA and Adjusted Net Income (Loss) amounts. Refer to Note 9 “Leases” to the consolidated financial statements for information regarding this gain from lease termination.

While we remain focused on operating efficiently, our expenses may increase in the future as we develop and launch new offerings and platform features, expand in existing and new markets, including new geographies, and continue to invest in our platform and customer engagement. In addition, certain costs, such as insurance and driver pay and incentives have increased or fluctuated as a result of macroeconomic factors and the development and maturation of our business and the rideshare industry, and may continue to do so. We may be unable to accurately predict these costs and our investments may not result in increased revenue or growth in our business. For example, we have incurred and will continue to incur additional costs and expenses associated with the passage of Proposition 22 in California, HB 2076 in Washington, and elsewhere, and implementation of operational changes as part of agreements with the New York and Massachusetts Attorneys General, including providing drivers in these states with new earnings opportunities and protections, including contributions towards on-the-job injury insurance, other benefits and minimum guaranteed earnings. In addition, various jurisdictions have introduced legislation setting high earnings standards and increasing other costs to the business including insurance and industry-wide sectoral bargaining for rideshare drivers. Due to various factors, including inflation, we anticipate that our insurance costs will fluctuate or continue to increaseincrease, andwhich will impact our profitability. Furthermore, we have expanded over time to include more asset-intensive offerings such as our network of shared bikes and scooters, our purchase and/or operation of AVs and related infrastructure, and Flexdrive. These offerings and programs require significant capital investments and recurring costs, including debt payments, maintenance, depreciation, asset life and asset replacement costs, and if we are not able to maintain sufficient levels of utilization of such assets, such offerings are otherwise not successful or we decide to shut down any such offerings, our investments may not generate sufficient returns and our financial condition may be adversely affected. In addition to the above, a determination in, resolution of, or settlement of, any legal proceeding related to driver classification matters may require us to significantly alter our existing business model and operations (including potentially suspending or ceasing operations in impacted jurisdictions), increase our costs and impact our ability to add qualified drivers to our platform and grow our business, which could have an adverse effect on our business, financial condition and results of operations, and our ability to achieve or maintain profitability in the future. Additionally, stock-based compensation expense related to restricted stock units (“RSUs”) and other equity awards is expected to continue to be a significant expense for the foreseeable future, and as of MarchJune 31,30, 2026, we had $271.2$196.6 million of unrecognized stock-based compensation expense related to all unvested awards, net of estimated forfeitures, that will be recognized over a weighted-average period of approximately eleven months. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or maintaining profitability or positive cash flow on a consistent basis. If we are unable to successfully address these risks and challenges as we encounter them, our business, financial condition and results of operations could be adversely affected.

The U.S. ridesharing market was introduced in 2012 and has continued to grow over time. We have since expanded to markets outside the U.S. which have grown over time. However, it is uncertain to what extent the marketmarkets will continue to grow, if at all. New technologies and changing consumer preferences may decrease growth rates or shift the ridesharing market and demand for ridesharing services. For example, certain of our markets are more mature than others and the growth of ridesharing in those markets may slow or decline. In addition, the market for our other offerings, such as our network of shared bikes and scooters, is continuing to develop and change, and it is uncertain whether demand for bike and scooter sharing will continue to grow and achieve wide market acceptance. Our success depends to a substantial extent on the willingness of people to widely adopt and continue to use ridesharing and our other offerings across a variety of use cases, as well as our ability to continue to expand our business to new users and in new markets, and to shift our business model in line with consumer preferences. If the public does not perceive ridesharing or our other offerings as beneficial, or chooses not to adopt them or continue to use them as a result of concerns regarding public health or safety, affordability, longer-term behavioral and social shifts, or for other reasons, whether as a result of incidents on our platform or on our competitors’ platforms, health concerns, or otherwise, then the market for our offerings may not further develop, may develop more slowly than we expect or may not achieve the growth potential we expect. Additionally, from time to time we re-evaluate the markets in which we operate and the performance of our offerings, and we have discontinued and may in the future discontinue operations in certain markets if, among other reasons, such markets are not developing as we expected. Any of the foregoing risks and challenges could adversely affect our business, financial condition and results of operations.

We require drivers to carry automobile insurance in most countries we offer services in, and in many cases we also procure insurance on behalf of drivers. In cases where we also procure insurance, from the time a driver becomes available to accept rides until the driver logs off and is no longer available to accept rides, we, through our wholly-owned insurance subsidiary and deductibles, often bear substantial financial risk with respect to auto-related incidents, includingwhich may include auto liability,liability coverages, uninsured and underinsured motorist, auto physical damage, first party injury coverages including personal injury protection under U.S. state law and general business liabilities up to certain limits. To comply with insurance regulatory requirements in jurisdictions we operate in, we procure a number of third-party insurance policies which provide the required coverage in such jurisdictions. In nearly all U.S. states, our insurance subsidiary reinsures a portion, which may change from time to time, of the auto-related risk from some third-party insurance providers. In connection with our reinsurance and deductible arrangements, we deposit funds into trust accounts with a third-party financial institution from which some third-party insurance providers are reimbursed for claims payments. As we continue to expand our international footprint, we face increasingly complex and diverse regulatory insurance frameworks. If we fail to comply with these evolving regulatory frameworks, or if our third-party insurance providers or claims administrators become insolvent or otherwise fail to fulfill their obligations, we may be exposed to significant unmitigated losses. Such events could materially and adversely affect our business, financial condition, and results of operations.

Although we have developed systems and processes designed to protect our users’ data and prevent breaches and incidents, these measures cannot guarantee total security or prevent incidents from impacting our platform. Our information technology and infrastructure are subject to cyberattacks, breaches and incidents, including ransomware or other malware, which have resulted in and may result in interruptions to our operations or unavailability of our platform. Further, unauthorized parties or authorized third parties may be able to access our users’ personal information and payment card data that are accessible through those systems. Additionally, as we expand our operations, including licensing or sharing data with third parties and acquiring or partnering with other companies, we increasingly have employees or third-party relationships in jurisdictions outside the U.S., or expand work-from-home practices of our employees, our exposure to cyberattacks, breaches and incidents may increase. As a result of conflicts such as the war in Ukraine, there may be a heightened risk of potential cyberattacks by state actors or others. Further, employee and service provider error, malfeasance or other vulnerabilities, bugs or errors in the storage, use or transmission of personal information could result in an actual or perceived breach or incident. Increasing use of AI tools, including for the identification and exploitation of vulnerabilities, may increase the likelihood of security breaches and incidents occurring and the scope and impact of breaches and incidents that do occur. In the past, there have been allegations regarding violations of our policies restricting access to personal information we store, and we may be subject to these types of allegations in the future. Our service providers also face various security threats, and we and our third-party service providers may not have the resources or technical sophistication to anticipate, prevent, respond to, or mitigate cyberattacks or security breaches or incidents, and we or they may face difficulties or delays in identifying and responding to cyberattacks, breaches and incidents.

Our Express Drive program and potentialplanned future fleet businesses and operations expose us to certain risks, including reductions in the utilization of vehicles in the fleets.

Our independently managed subsidiary, Flexdrive operates a portion of the Express Drive vehicle rental program for drivers and sources its fleet from a range of auto manufacturers. In addition,order to operate the Express Drive vehicle rental program, we haverely establishedon environmental programs that may limit the range ofthese auto manufacturers orto vehiclesprovide that Flexdrive can source or purchase from.vehicles. To the extent that any of these auto manufacturers significantly curtail production, increase the cost of purchasing cars or decline to provide cars to Flexdrive on terms or at prices consistent with past agreements, Flexdrive may be unable to obtain a sufficient number of vehicles for Lyft to operate the Express Drive business without significantly increasing fleet costs or reducing volumes. In addition, we have established environmental programs that may limit the range of auto manufacturers or vehicles that Flexdrive can source or purchase from, which would limit our ability to find alternative sources. In the event of natural disasters or public health crises or pandemics, operating rental locations may be difficult or impossible. Flexdrive’s ability to make vehicles available for rent through the Express Drive program, or demand for the Express Drive Program, has been and could be adversely affected, resulting in reduced utilization of the vehicles in the fleets, which would adversely affect our profitability.

We use artificial intelligence (“AI”) (including machine learning and automated decision making) for our internal work streams and productivity as well as in our platform, offerings, services and features, which may present additional risks, including risks inherent in its use. We are making investments in expanding our AI and agentic capabilities in our platform, offerings, services and features, including ongoing deployment and improvement of existing machine learning, AI and agentic technologies, as well as developing new features using AI technologies, including, for example, generative AI. AI algorithms or automated processing of data may be flawed and datasets may be insufficient or contain inaccurate or biased information, which can create discriminatory outcomes. AI algorithms may use third-party inputs with unclear intellectual property rights or interests. Intellectual property ownership and license rights, including copyright, of generative and other AI output, have not been fully interpreted by courts or fully addressed by federal or state regulations. The U.S. and other countries are considering comprehensive legal compliance frameworks specifically for AI, which is a trend that may increase now that the European Union (the “EU”) has adopted the first such framework in its Artificial Intelligence Act. In addition, there may be additional legislation or regulations fromOther government bodies thatin similarlythe imposeU.S. and other countries also have proposed, and in certain cases enacted, laws and regulations imposing transparency and other compliance obligations for AI. Any failure or perceived failure by us or our service providers to comply with such requirements could have an adverse impact on our business. AI use or management by us or others, including decisions based on automated processing or profiling, inappropriate or controversial data practices, or insufficient disclosures regarding machine learning, automated decision making, and algorithms, have and could impair the operationality or acceptance of AI solutions or subject us to lawsuits, regulatory investigations or other harm, such as negative impacts to the value of our intellectual property or our brand. These deficiencies could also undermine the decisions, predictions or analysis AI applications produce, or lead to unintentional bias and discrimination, subjecting us to competitive harm, legal liability, and brand or reputational harm. The rapid evolution of AI may require us to allocate additional resources to help implement AI in order to minimize unintended or harmful impacts, and may also require us to make additional investments in the development of proprietary datasets, machine learning models or other systems, which may be costly.

Our ability to attract new qualified drivers and new riders, retain existing qualified drivers and existing riders and increase utilization of our offerings will depend in part on our ability to successfully create and introduce new offerings and to improve upon and enhance our existing offerings. As a result, we may introduce significant changes to our existing offerings or develop and introduce new and unproven offerings. If these new or enhanced offerings are unsuccessful, including as a result of any inability to obtain and maintain required permits or authorizations or other regulatory constraints or because they fail to generate sufficient return on our investments, our business, financial condition and results of operations could be adversely affected. Furthermore, new driver or rider demands regarding service or platform features, the availability of superior competitive offerings or a deterioration in the quality of our offerings or our ability to bring new or enhanced offerings to market quickly and efficiently could negatively affect the attractiveness of our platform and the economics of our business and require us to make substantial changes to and additional investments in our offerings or our business model. In addition, we frequently experiment with and test different offerings and marketing strategies, and some offeatures our recent featureswe have includedlaunched in the past include Women+ Connect, Price Lock, Lyft Silver,Teen and our Lyft fee cap. If our experiments and tests are unsuccessful, or if the offerings and strategies we introduce based on the results of such experiments and tests do not perform as expected, our ability to attract new qualified drivers and new riders, retain existing qualified drivers and existing riders and maintain or increase utilization of our offerings may be adversely affected.

We have also incurred, and may in the future incur, losses from fraud and other misuse of our platform by drivers and riders. As an example of losses, we have previously and continue to experience reduced revenue from actual and alleged unauthorizedfraudulent rides fulfilled and miles traveled in connection with our Concierge offering. If we are unable to adequately anticipate and address such misuse either through increased controls, platform solutions or other means, our partner relationships, business, financial condition and results of operations could be adversely affected.

We have integrations with a variety of productivity, collaboration, travel, data management and security vendors. As our offerings expand and evolve, including to the extent we continue to develop autonomous technology,technology or continue to expand into new geographies, we may have an increasing number of integrations with other third-party applications, products and services. Third-party applications, products and services are constantly evolving, and we may not be able to maintain or modify our platform to ensure its compatibility with third-party offerings following development changes. In addition, some of our competitors or technology partners may take actions which disrupt the interoperability of our platform with their own products or services, or exert strong business influence on our ability to, and the terms on which we operate and distribute our platform. As our respective products evolve, we expect the types and levels of competition to increase. Should any of our competitors or technology partners modify their products, standards or terms of use in a manner that degrades the functionality or performance of our platform or is otherwise unsatisfactory to us or gives preferential treatment to competitive products or services, our products, platform, business, financial condition and results of operations could be adversely affected.

Although we have policies and processes for using open source software to avoid subjecting our platform and offerings to conditions we do not intend, the terms of many open source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide or distribute our platform and offerings. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their solutions. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open source software. Moreover, we cannot assure you that our processes for controlling our use of open source software in our platform will be effective. If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could face infringement or other liability, or be required to seek costly licenses from third parties to continue providing our offerings on terms that are not economically feasible, to re-engineer our platform, to discontinue or delay the provision of our offerings if re-engineering could not be accomplished on a timely basis or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business, financial condition and results of operations.

In February 2026, we authorized the 2026 Share Repurchase Program for the repurchase of up to $1.0 billion of our Class A common stock, in addition to the amounts remainingthat remained available under our 2025 Share Repurchase Program authorized in February 2025 (the “2025 Share Repurchase Program”) under which we were authorized to repurchase a total of $750 million of our Class A common stock. The 2026 Share Repurchase Program has $850.0 million remaining available for repurchases as of June 30, 2026, and the 2025 Share Repurchase Program was completed as of March 31, 2026. Under existing or any future share repurchase programs, we may make share repurchases through a variety of methods, including open share market purchases or privately negotiated transactions, in accordance with applicable federal securities laws. Our Share Repurchase Programs generally have no time limit, do not obligate us to repurchase any specific number of shares, and may be suspended at any time at our discretion and without prior notice. The timing and amount of repurchases, if any, will be subject to liquidity, stock price, business and market conditions, compliance with applicable legal requirements, such as Delaware surplus and solvency tests, management discretion, and other relevant factors. Any failure to repurchase stock after we have announced our intention to do so may negatively impact our reputation and investor confidence in us and may negatively impact our stock price. The existence of a share repurchase program could cause our stock price to be higher than it otherwise would be and could potentially reduce the market liquidity for our stock. Although theour Share Repurchase Programs are intended to enhance long-term stockholder value, there is no assurance they will do so because the market price of our Class A common stock may decline below the levels at which we repurchased shares and short-term stock price fluctuations could reduce the effectiveness of theour Share Repurchase Programs. Repurchasing our Class A common stock will reduce the amount of cash we have available to fund working capital, capital expenditures, strategic acquisitions or business opportunities, and other general corporate requirements, and we may fail to realize the anticipated long-term stockholder value of theour Share Repurchase Programs.

Our business and results of operations are subject to global economic conditions. Deteriorating macroeconomic conditions, including slower growth or recession, inflation and related high interest rates, increases to fuel and other energy costs or vehicle costs, changes in the labor market or decreases in consumer spending power or confidence, are likely to result in decreased discretionary spending and reduced demand for our platform. In addition, changes in macroeconomic conditions due to actual or proposed tariff increases could change consumer behavior and adversely affect rider demand for our platform, advertiser demand for Lyft Ads, and costs related to our operations, including but not limited to costs related to our bikes and scooters. Further, changes in corporate spending, including cost-cuts and layoffs, may adversely impact business travel, commuting and other business-related expenditures and impact our Lyft Business customers. In addition, uncertainty and volatility in the banking and financial services sectors, inflation and high interest rates, increased fuel and other energy costs, increased labor and benefits costs and increased insurance costs have, and may continue to, put pressure on economic conditions, which has led, and could lead, to greater operating expenses. For example, inflation has increased in recent years and is expected to further increase medical costs and vehicle repair costs, including increased prices of new and used vehicle parts, which has resulted in increases in our insurance costs. Similarly, these factors, as well as increased fuel costs, increase our costs as well as costs for drivers on our platform. Many of these factors are out of our control and make it difficult to accurately forecast Gross Bookings, revenues and operating results, particularly in the long-term, and could negatively affect our ability to meet our target operating performance and our (and our strategic partners’) ability to make decisions about future investments and strategies. Further, we may need to make changes to our business to respond to these conditions and be able to compete effectively. For example, we have adjusted our pricing in response to competitive pressures caused by changes in our marketplace, which has in the past contributed to a decline in our revenue and may cause a decline in revenue in future quarters. An economic downturn resulting in a prolonged recessionary period would likely have a further adverse effect on our revenue, financial condition and results of operations.

The ridesharing industry is increasingly regulated. We have been subject to intense regulatory pressure from state, provincial and municipal regulatory authorities, and a number of them have imposed limitations on ridesharing and bike and scooter sharing, and certain jurisdictions have adopted rules governing minimum driver earnings for ridesharing platforms. Other jurisdictions in which we currently operate or may want to operate have and could continue to consider legislation regulating driver earnings.earnings and engagement. Recently, the City of New York enacted a law pertaining to driver deactivations that could undermine our safety initiatives and our contractual relationships with users on our platform. We initiated a lawsuit against the City of New York in federal court to challenge this law on constitutional grounds and a preliminary injunction has been granted temporarily blocking the City of New York from enforcing the law. We are continuing to pursue a permanent injunction. We could also face similar regulatory restrictions from foreign regulators as we expand operations internationally, particularly in areas where we face competition from local incumbents. In addition, we face new regulations targeted at artificial intelligence and automated decision making technologies, which may impose operational and regulatory requirements relating to our technology. Adverse changes in laws or regulations at all levels of government or bans on or material limitations to our offerings could adversely affect our business, financial condition and results of operations.

Our current controls and any new controls that we develop may become inadequate because of changes in the conditions in our business, including increased complexity resulting from any international expansion, including our acquisitions of Freenow and TBR, flexible work arrangements, new offerings on our platform or from strategic transactions. Further, weaknesses or deficiencies in our disclosure controls or our internal control over financial reporting have been discovered in the past, and other weaknesses or deficiencies may be discovered in the future. Our disclosure controls and procedures or our internal control over financial reporting are not expected to prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As part of our business strategy, we will continue to consider a wide array of potential strategic transactions, including acquisitions of businesses, new technologies, services and other assets, joint ventures and strategic investments that complement our business, such as our acquisitionrecent of Freenow in July 2025 and our acquisition of TBR in October 2025,acquisitions, as well as divestitures, partnerships and other transactions. We have previously acquired and invested in, and we continue to seek to acquire and invest in businesses, technologies, or other assets that we believe could complement or expand our business, including acquisitions of new offerings, new geographies and other opportunities that operate in relatively nascent markets. We also may explore investments in new technologies, which we may develop or other parties may develop. The identification, evaluation, and negotiation of potential acquisition or strategic investment transactions may divert the attention of management and entail various expenses, whether or not such transactions are ultimately completed. There can be no assurance that we will be successful in identifying, negotiating, and consummating favorable transaction opportunities.

In February 2024 and September 2025, we issued our 2029 Notes and 2030 Notes, respectively, in a private placement to qualified institutional buyers. In addition, in connection with our acquisition of Flexdrive, which is an independently managed, wholly-owned subsidiary, Flexdrive remained responsible for its obligations under a Loan and Security Agreement, as amended, with a third-party lender, a Master Vehicle Acquisition Financing and Security Agreement, as amended, with a third-party lender and a Vehicle Procurement Agreement, as amended, with a third-party; and, following the acquisition, we continued to guarantee the payments of Flexdrive for any amounts borrowed under these agreements. As of MarchJune 31,30, 2026, we had $1.0 billion of indebtedness for borrowed money outstanding. In November 2022, we also entered into a revolving credit facility (the “Revolving Credit Facility”) with certain lenders providing the ability to borrow an aggregate principal amount of up to $420.0 million, none of which has been drawn as of MarchJune 31,30, 2026, and $61.5$61.3 million in letters of credit were issued under the Revolving Credit Facility as of MarchJune 31,30, 2026. On December 12, 2023, we entered into an amendment to the Revolving Credit Facility which, among other things, permitted us to refinance the 2025 Notes and amends certain financial covenants. On February 21, 2024, the Revolving Credit Facility was further amended to, among other things: (a) solely for the purposes of the financial covenant test, replace total leverage with total net leverage and (b) permit us to repurchase up to a specified amount of the Company’s common stock with the proceeds of a convertible note offering. See Note 11 “Debt” to our condensed consolidated financial statements, for further information on these agreements and our outstanding debt obligations.

Financial and Operational Results for the Three Months Ended MarchJune 31,30, 2026 and 2025

The increase in the number of Active Riders in the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025 was due primarily to ourinternational focus on rider engagement,expansion, improved retention and overall marketplace health and international expansion.health.

The increase in Rides in the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025 was due primarily to international expansion and improvedoverall marketplace health, which resulted in an increase in Active Riders.health.

The increase in Gross Bookings in the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025 was primarily due to international expansionexpansion, and Rides growth which benefited from continued improvements inoverall marketplace health.

The improvements in netNet income as a percentage of Gross Bookings and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) in the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025 were primarily due primarily to our focus on cost discipline as growth in Gross Bookings outpaced growth in total costs and expenses, along with Rides growth and improvedoverall marketplace health. Net income as a percentage of Gross Bookings was partially offset by the increase in the provision for income taxes.

Sales and marketing expenses primarily consist of rider incentives, personnel-related compensation costs, certain driver incentives, advertising expenses, rider refunds, amortization of certain intangible assets and marketing partnerships with third parties. Sales and marketing costs are expensed as incurred. Incentive programs are intended to improve our marketplace. InSales theand secondmarketing quartercosts ofare 2025,expensed weas determined that certain components should be excluded from our disclosure of incentives. Accordingly, prior period amounts disclosed have been changed to conform to current period presentation.incurred.

Comparison of the three and six months ended MarchJune 31,30, 2026 to the three and six months ended MarchJune 31,30, 2025

Revenue increased $200.3$255.4 million, or 14%,16%, in the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025, due primarily to an increase of 8%12% in Rides and 17% in Active Riders, continued improvements in marketplace health and international expansion. Investments in driver supply, which are recorded as a reduction to revenue, decreased by $12.8 million for the quarter ended March 31, 2026 as compared to the same quarter in the prior year as driver supply on the platform benefited from organic growth and drivers spending more time on the platform.

Cost of revenue wasremained relatively flat in the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. Cost of revenue included a decrease in insurance costs drivenstemming byfrom a cost per mile decrease due to California’s rideshare insurance reform bill, SB 371.371, Thisand decreasefavorable waschanges partiallyin estimates resulting from new developments in claims originating from prior years, offset by anhigher increaseride in payments to drivers in certain markets where we control the transportation services provided due to international expansion and transaction fees.volume.

Operations and support expenses increased $18.0$11.3 million, or 17%10%, in the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. The increase was primarily due to increases in bikes and scooters fleet operations support costs and personnel-related costs.costs driven by increased headcount primarily due to international expansion.

Research and development expenses increased $11.7$9.9 million, or 10%,9%, in the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. The increase was primarily due to an increase in personnel-related costs driven by increased headcount.

Sales and marketing expenses increased $90.9$129.1 million, or 50%,68%, in the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. The increase was primarily due to aninvestments in rider engagement including (i) a $87.0 million increase inof costs related to our incentive programs due to investments in rider engagement, which increased by $80.8 million from $83.8$99.9 million for the three months ended MarchJune 31,30, 2025 to $164.6$186.9 million for the three months ended MarchJune 31,30, 2026.2026 and (ii) a $21.1 million increase in marketing partnerships with third parties.

General and administrative expenses increased $54.9$69.3 million, or 26%30%, in the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. The increase was primarily due to a $37.0$39.2 million net increase in certain loss contingencies related to legal and tax accruals and settlements. There were also increases in personnel-related costs driven by increased headcount primarily due to international expansion and consulting and advisory costs. These increases were partially offset by a decrease in stock-based compensation.

Interest expense decreasedincreased $0.9$0.4 million, or 15%,9%, in the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025.

Other income, net decreased $10.6$10.7 million, or 26%,23%, in the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. The decreaseThis was primarily due to adecreases $7.4 million decrease in interest income and a $3.7 million decrease due tofrom foreign currency exchange.exchange and interest income. These decreases were partially offset by a gain related to our equity method investments.

Provision for income taxes increased $2.2$24.0 million, or 65%,590%, in the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025 primarily due to the increaseimpact of the release of the valuation allowance on our U.S. deferred tax assets in ourthe pre-taxfourth earnings.quarter of 2025.

Adjusted EBITDA is a key performance measure and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) is a key metric, both of which our management uses to assess our operating performance and the operating leverage in our business. Because Adjusted EBITDA and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) facilitate internal comparisons of our historical operating performance on a more consistent basis, we use these measures for business planning purposes. Net income (loss) is the most directly comparable financial measure to Adjusted EBITDA.

We calculate Adjusted EBITDA as net income (loss),income, adjusted for:

For more information regarding the limitations of Adjusted EBITDA, Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) and a reconciliation of net income (loss) to Adjusted EBITDA, see the section titled “Reconciliation of Non-GAAP Financial Measures”.

(1)Includes $1.1$1.0 million and $1.3$2.0 million related to the interest component of vehicle related finance leases within cost of revenue in the three and six months ended MarchJune 31,30, 20262026, respectively. Includes $1.2 million and $2.5 million related to the interest component of vehicle related finance leases within cost of revenue in the three and six months ended June 30, 2025, respectively.

Cash provided by operating activities was $307.7$657.6 million for the threesix months ended MarchJune 31,30, 2026, which consisted of net income of $14.2$64.5 million adjusted for $117.1$238.4 million of non-cash items, and changes in working capital of $176.4$354.7 million. Net income improved from $2.6$42.9 million for the threesix months ended MarchJune 31,30, 2025 to $14.2$64.5 million for the threesix months ended MarchJune 31,30, 2026 as a result of increased revenue and continued cost discipline. Non-cash adjustments primarily consisted of stock-based compensation expense of $86.9$163.4 million, which decreased year over year, and depreciation and amortization expense of $36.6$75.4 million. The changes in working capital were primarily driven by insurance, which saw (i) an increase in our insurance reserves due to an increase in ride volume in the first quarterhalf of 2026 compared to prior periods, partially offset by a decrease in cost per mile as a result of California’s rideshare insurance reform bill, SB 371, as well as favorable developments in claims originating from prior years, (ii) an increase in insurance related accruals and (iii) a decrease in insurance related assets primarily due to amortization. There was also wasan a decreaseincrease in ourcertain operatingloss leasecontingencies, liabilitiesincluding relatedlegal to ordinary payments for our real estate operating leases.accruals.

Cash provided by operating activities was $287.2$631.0 million for the threesix months ended MarchJune 31,30, 2025, which consisted of a net income of $2.6$42.9 million adjusted for $105.5$199.4 million of non-cash items, and changes in working capital of $179.2$388.7 million. Net income (loss) improved from $(31.526.5) million for the threesix months ended MarchJune 31,30, 2024 to $2.6$42.9 million for the threesix months ended MarchJune 31,30, 2025 as a result of increased revenue and continued cost discipline. Non-cash adjustments primarily consisted of stock-based compensation expense of $93.2$175.3 million, which increased year over year, and depreciation and amortization expense of $33.6$64.2 million. The changes in working capital were primarily driven by insurance, which saw (i) an increase in our insurance reserves due to a rise in commercial auto insurance rates on a per mile basis compared to prior periods, paired with an increase in ride volume in the first quarterhalf of 2025 compared to prior periods and strategic risk management decisions to retain additional risk in certain markets,periods, (ii) an increase in insurance related accruals and (iii) a decrease in prepaidinsurance insurancerelated assets primarily due to amortization. There also was alsoan increase in accounts receivables and a net increase in accrued driver payments due to timing of payments, a decrease in our operating lease liabilities related to ordinary payments for our real estate operating leases, and a decrease in certain loss contingencies including tax and legal accruals.

Cash providedused byin investing activities was $65.7$64.6 million for the threesix months ended MarchJune 31,30, 2025,2026, which primarily consisted of purchases of marketable securities of $1.8 billion, cash paid for acquisitions, net of cash acquired of $54.3 million and purchases of property and equipment and scooter fleet of $50.7 million, partially offset by proceeds from sales and maturities of marketable securities of $1.1$1.5 billion, partially offset by purchasessales of marketable securities of $1.0$288.1 billion.million and sales of property and equipment of $37.6 million.

Cash used in financing activities was $366.6$528.7 million for the threesix months ended MarchJune 31,30, 2026, which primarily consisted of repurchases of Class A common stock of $300.0$400.0 million, taxes paid related to net share settlement of equity awards of $34.7$66.4 million, repayment of loans of $20.0$44.0 million and principal payments on finance lease obligations of $11.5$23.1 million.

Cash used in financing activities was $51.7$699.3 million for the threesix months ended MarchJune 31,30, 2025, which primarily consisted of repayment of our 2025 Notes of $390.7 million, repurchase of Class A common stock of $200.0 million, taxes paid related to net share settlement of equity awards of $24.3$61.5 million, and repayment of loans of $16.5$33.2 million and principal payments on finance lease obligations of $10.9$20.9 million.

As of MarchJune 31,30, 2026, our principal sources of liquidity were cash and cash equivalents of approximately $1.0$1.1 billion and short-term investments of approximately $686.1$656.6 million, exclusive of restricted cash and cash equivalents and restricted investments of $2.0$2.1 billion, and $420.0 million available to draw under our revolving credit facility, as described below. We believe our existing cash, cash equivalents, and short term investments, along with the available borrowings under our revolving credit facility will provide sufficient liquidity to meet our working capital needs, inclusive of short-term commitments such as capital expenditure needs, for at least the next 12 months. The portion of our cash and cash equivalents that is not invested is held at several large financial institutions and our investments are focused on the preservation of capital, fulfillment of our liquidity needs, and maximization of investment performance within the parameters set forth in our investment policy and subject to market conditions. The investment policy sets forth credit rating minimums, permissible allocations, and limits our exposure to specific investment types. We believe these policies mitigate our exposure to any risk concentrations.

On November 3, 2022, we entered into a Revolving Credit Agreement with certain lenders which provides for a $420 million senior secured revolving credit facility, with a sublimit of $168 million for the issuance of letters of credit (as amended to date, the “Revolving Credit Facility”), maturing on November 3, 2027. As of MarchJune 31,30, 2026, no amounts have been drawn under the Revolving Credit Facility. Our available credit under the Revolving Credit Facility is reduced by $61.5$61.3 million in letters of credit issued under the Revolving Credit Facility as of MarchJune 31,30, 2026. Refer to Note 11 “Debt” to the condensed consolidated financial statements for further discussion on the Revolving Credit Facility, including covenant requirements.

We collect the fare and related charges from riders on behalf of drivers at the time the ride is delivered using the rider’s authorized payment method, and we retain any fees owed to us before making the remaining disbursement to drivers. Accordingly, we maintain no accounts receivable from drivers. Our contracts with insurance providers require reinsurance premiums to be deposited into trust accounts with a third-party financial institution from which the insurance providers are reimbursed for claims payments. Our restricted reinsurance trust assets as of MarchJune 31,30, 2026 and December 31, 2025 were $2.0$2.1 billion and $1.9 billion, respectively.

In February 2025, we announced that our board of directors had authorized a program for the repurchase of up to $500.0 million of our Class A common stock (the “2025 Share Repurchase Program”). In May 2025, our board of directors authorized an increase to the 2025 Share Repurchase Program of an additional $250.0 million of our Class A common stock, for a total overall authorization of up to $750.0 million, and we announced our intent to utilize $500.0 million of this authorization before the end of the second quarter of 2026. In February 2026, our board of directors authorized a new share repurchase program for the repurchase of up to $1.0 billion of our Class A common stock (the “2026 Share Repurchase Program”). together withUnder the 20252026 Share Repurchase Program, the “Share Repurchase Programs”). As of March 31, 2026, we repurchased an aggregate amount of $800.0$150.0 million of our Class A common stock under the Share Repurchase Programs, the 2025 Repurchase Program was completed and $950.0$850.0 million remained available underas theof 2026June Share30, Repurchase Program.2026. We have entered into, and from time to time expect to enter into, Rule 10b5-1 trading plans to facilitate the repurchase of shares under the authorization. Repurchases may be made from time to time through open market purchases or through privately negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors. Refer to Note 12 “Common Stock” to the condensed consolidated financial statements for information regarding the 2026 Share Repurchase Programs.Program.

We plan to continue to focus on and actively manage our cash balances and liquidity, capital expenditures, working capital and operating expenses. In particular, we continue to actively monitor the impact of the uncertain macroeconomic environment, including credit markets, inflation and interest rates, and have made adjustments to our expenses and cash flow. Our future capital requirements will depend on many factors, including, but not limited to our growth, the effectiveness of our efforts to align our expenses with our current operating needs and short-term commitments, our ability to attract and retain drivers and riders on our platform, the continuing market acceptance of our offerings, the timing and extent of spending to support our efforts to develop our platform, potential strategic transactions including acquisitions of businesses, new technologies, services and other assets, actual insurance payments for which we have made reserves, and the expansion of sales and marketing activities, as well as satisfaction of our obligations with respect to indebtedness. See the section titled “Risk Factors” including the subsection titled “Risk Factors—Risks Related to Financing and Transactional Factors” included in Part 2, Item 1A in this Quarterly Report on Form 10-Q for additional discussion of risks that our business faces.

As of MarchJune 31,30, 2026, there have been no material changes from the contractual obligations and commitments previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.