8-KThe WireRoutine
Company Update
Filed Sep 11, 2025 · 9mo ago · Accession 0001552781-25-000287
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗Securities and Exchange Commission (“SEC”). In connection with the issuance
of the Notes, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs &
Co. LLC, Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed in Schedule II to
the Underwriting Agreement.
The
Notes were issued pursuant to the Indenture, dated as of September 9, 2024 (the “Base Indenture”), between the Company and
U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture,
dated September 11, 2025 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)
between the Company and the Trustee. The Company intends to use the net proceeds from the offering for general corporate purposes including
to (i) repay its outstanding 0% Convertible Senior Notes due 2025, (ii) redeem its outstanding 7.50% Senior Notes due 2027, and (iii)
redeem its outstanding 6.25% Senior Notes due 2028. Nothing in this Current Report on Form 8-K should be construed as a notice of redemption
with respect to the 7.50% Senior Notes due 2027 or the 6.25% Senior Notes due 2028.
The
above descriptions of the Underwriting Agreement, the Indenture and the Notes do not purport to be complete, and each is qualified in
its entirety by reference to the Underwriting Agreement, the Indenture and the forms of Notes, as applicable, copies of which are filed
as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. The Company is filing this Current Report on
Form 8-K to file certain items with the SEC that are to be incorporated by reference into the Registration Statement.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. These statements include,
but are not limited to, statements regarding anticipated use of proceeds from the offering. Forward-looking statements include all statements
that are not historical facts. In some cases, forward-looking statements can be identified by terms such as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “will,” “would” or similar expressions and the negatives of those terms. Forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance
or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking
statements. These risks and uncertainties include, among others, uncertainties and other factors relating to the intended use of proceeds
from the offering and the sale of the Notes. These and other risks are more fully described in the Company’s SEC filings and reports,
including in the section titled “Risk Factors” in its Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2025 and other filings that the Company makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov.
All information provided in this Current Report on Form 8-K is as of the date of this Current Report on Form 8-K and any forward-looking
statements contained herein are based on assumptions that the Company believes to be reasonable as of such date. Undue reliance should
not be placed on the forward-looking statements in this Current Report on Form 8-K, which are based on information available to the Company
on the date hereof. Except as required by law, the Company disclaims any obligation to update these forward-looking statements as a result
of new information, future events, changes in expectations or otherwise.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Description
1.1
Underwriting Agreement, dated September 8, 2025, by and among Uber Technologies, Inc. and Goldman Sachs & Co. LLC, Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.
4.1
Second Supplemental Indenture, dated as of 11, 2025, by and between Uber Technologies, Inc. and U.S. Bank Trust Company, National Association.
4.2
Form of Notes (included in Exhibit 4.1 above).
5.1
Opinion of Cooley LLP.
23.1
Consent of Cooley LLP (contained in Exhibit 5.1 above).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
UBER TECHNOLOGIES, INC.
Date: September 11, 2025
By: /s/ Dara Khosrowshahi
Dara Khosrowshahi
Chief Executive Officer
Filing details
- Company
- Uber Technologies, Inc
- Ticker
- UBER
- CIK
- 1543151
- Form type
- 8-K
- Filing date
- Sep 11, 2025
- Report date
- Sep 8, 2025
- Document
- e25325_uber-8k.htm
- Size
- 856 KB