As of December 31, 2024, we have the authority to issue 5.0 billion shares of common stock with a par value of $0.00001 per share. Holders of common stock are entitled to dividends when and if declared by the board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of December 31, 2024, no dividends have been declared and there were 2.1 billion shares of common stock issued and outstanding.

Our board of directors has the authority to issue up to 10 million shares of preferred stock and to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further vote or action by the stockholders. As of December 31, 2023 and 2024, there was no preferred stock issued and outstanding.

We maintain four equity compensation plans that provide for the issuance of shares of our common stock to our officers and other employees, directors, and consultants: the 2010 Stock Plan (the “2010 Plan”), the 2013 Equity Incentive Plan (the “2013 Plan”), the 2019 Equity Incentive Plan (the “2019 Plan”), and the 2019 Employee Stock Purchase Plan (the “ESPP”), which have all been approved by stockholders. Following our IPO in May 2019, we have only issued awards under the 2019 Plan and the ESPP, and no additional awards will be granted under the 2010 and 2013 Plans. These plans provide for the issuance of incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), SARs, restricted stock, RSUs, performance-based awards, and other awards (that are based in whole or in part by reference to our common stock).

The number of shares of our common stock available for issuance under the 2019 Plan automatically increases on January 1 of each year, for a period of not more than ten years, commencing on January 1, 2020 and ending on (and including) January 1, 2029 by the lesser of (a) 5% of the total number of the shares of common stock outstanding on December 31 of the immediately preceding calendar year, and (b) such number of shares determined by our board of directors. Pursuant to the automatic increase feature of the 2019 Plan, our board of directors approved an increase of 105 million shares reserved for issuance effective January 1, 2025, for a total of 545 million shares reserved.

A summary of stock option and SAR activity for the year ended December 31, 2024 is as follows (in millions, except share amounts which are reflected in thousands, per share amounts, and years):


	SARs Outstanding Number of SARs	Options Outstanding Number of Shares	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value
As of December 31, 2023	123	12,641	$	20.03	2.79	$	535
Granted	—	3,009	$	62.72
Exercised	(90)	(7,909)	$	16.90
Canceled and forfeited	—	(543)	$	32.19
As of December 31, 2024	33	7,198	$	40.16	4.90	$	153

Exercisable as of December 31, 2024	33	3,484	$	22.03	3.16	$	135

The total intrinsic value of stock options and SARs exercised for the years ended December 31, 2022, 2023 and 2024, was $101 million, $319 million, and $433 million respectively.

The following table summarizes the activity related to our RSUs for the year ended December 31, 2024 (in thousands, except per share amounts):


	Number of Shares	Weighted-Average Grant-Date Fair Value per Share
Unvested and outstanding as of December 31, 2023	90,827	$	34.49
Granted	28,750	$	74.87
Vested	(43,285)	$	38.76
Canceled and forfeited	(10,090)	$	40.89
Unvested and outstanding as of December 31, 2024	66,202	$	48.49

We have granted restricted common stock to certain continuing employees, primarily in connection with acquisitions. Vesting of this stock may be dependent on a combination of service and performance conditions that become satisfied upon the occurrence of a qualifying event. We have the right to repurchase shares for which the vesting conditions are not satisfied. During 2024, activity related to Uber’s restricted common stock was not material.

Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. The following table summarizes total stock-based compensation expense by function for the years ended December 31, 2022, 2023 and 2024 (in millions):


	Year Ended December 31,
	2022		2023		2024
Operations and support	$	154	$	184	$	218
Sales and marketing	102		96		91
Research and development	1,060		1,215		1,104
General and administrative	477		440		383
Total	$	1,793	$	1,935	$	1,796

During the years ended December 31, 2022, 2023 and 2024, we modified the terms of stock-based awards for certain employees upon their termination or change in employment status. Incremental stock-based compensation cost in relation to the modification of stock-based awards was not material for the years ended December 31, 2022, 2023 and 2024.

As of December 31, 2024, there was $3.1 billion of unamortized compensation costs related to all unvested awards. The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately 2.58 years. Stock-based compensation expense capitalized as internally developed software costs were not material for the years ended December 31, 2022, 2023 and 2024.

Our income tax benefits recognized in the consolidated statements of operations from stock-based compensation arrangements were not material while we were under full valuation allowance on our U.S. deferred tax assets during the years ended December 31, 2022 and 2023. With the release of the valuation allowance associated with our U.S. federal and certain state deferred tax assets in 2024, income tax benefits recognized in the consolidated statement of operations from stock-based compensation expense were $381 million during the year ended December 31, 2024.

The weighted-average grant-date fair values of stock options and SARs granted to employees in the years ended December 31, 2022, 2023 and 2024 were $13.58, $16.63 and $25.97 per share, respectively. During 2022, 2023 and 2024, stock options and SARs granted were not material.

The number of shares of Uber common stock available for issuance under the ESPP automatically increases on January 1 of each year, beginning in 2020 and continuing through 2029, by the lesser of (a) 1.0% of the total number of shares of common stock outstanding on December 31 of the immediately preceding calendar year, and (b) 25,000,000 shares. However, our board of directors

or compensation committee may reduce the amount of the increase in any particular year. Pursuant to the automatic increase feature of the ESPP, effective January 1, 2025, a total of 118 million shares of common stock are reserved for issuance under the ESPP.

The stock-based compensation expense recognized for the ESPP was not material during the years ended December 31, 2022, 2023 and 2024. During the year ended December 31, 2024, we purchased 4 million shares of common stock under the ESPP at a weighted-average price of $39.95 per share. As of December 31, 2024, total unrecognized compensation cost related to the ESPP was $31 million, which will be amortized over a period of 0.66 years.

In February 2024, our board of directors authorized the repurchase of up to $7.0 billion in shares of our outstanding common stock (the “Share Repurchase Program”). The timing, manner, price and amount of any repurchases are determined by the discretion of management, depending on market conditions and other factors. Repurchases may be made through open market purchases and accelerated share repurchases. The exact number of shares to be repurchased by us, if any, is not guaranteed. Depending on market conditions and other factors, these repurchases may be commenced or suspended at any time or periodically without prior notice.

During the year ended December 31, 2024, we repurchased and subsequently retired 17.8 million shares of common stock for $1.2 billion, excluding broker commissions and fees. As of December 31, 2024, we had $5.8 billion available to repurchase shares pursuant to the Share Repurchase Program.

In January 2025, we announced that we entered into an accelerated share repurchase (“ASR”) agreement with a large financial institution to repurchase $1.5 billion of our outstanding common stock as part of our previously announced Share Repurchase Program. The transactions under the ASR agreement were completed during the first quarter of 2025.

The Inflation Reduction Act imposed a nondeductible 1% excise tax on the net value of certain stock repurchases. During the year ended December 31, 2024, the excise tax on net share repurchases was not material.