As of December 31, 2023, 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, 2023, 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, 2022 and 2023, 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 104 million shares reserved for issuance effective January 1, 2024, for a total of 460 million shares reserved.

A summary of stock option and SAR activity for the year ended December 31, 2023 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, 2022	153	20,039	$	13.90	3.47	$	279
Granted	—	607	$	36.63
Exercised	(29)	(7,753)	$	5.77
Canceled and forfeited	(1)	(252)	$	6.36
As of December 31, 2023	123	12,641	$	20.03	2.79	$	535
Vested and expected to vest as of December 31, 2023	118	8,319	$	13.41	2.43	$	406
Exercisable as of December 31, 2023	118	8,319	$	13.41	2.43	$	406

The total intrinsic value of stock options and SARs exercised for the years ended December 31, 2021, 2022 and 2023, was $382 million, $101 million and $319 million, respectively.

The following table summarizes the activity related to our RSUs for the year ended December 31, 2023 (in thousands, except per share amounts):


	Number of Shares	Weighted-Average Grant-Date Fair Value per Share
Unvested and outstanding as of December 31, 2022	98,167	$	34.70
Granted	61,119	$	34.13
Vested	(53,105)	$	34.43
Canceled and forfeited	(15,354)	$	34.47
Unvested and outstanding as of December 31, 2023	90,827	$	34.49

The total fair value of RSUs vested for the years ended December 31, 2021, 2022 and 2023 was $1.5 billion, $1.8 billion, and $1.7 billion, respectively.

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 2023, activity related to Uber’s restricted common stock was not material. As of December 31, 2023, the amount of unvested restricted common stock was 801 thousand shares, with a weighted average grant date fair value of $43.50 per share.

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, 2021, 2022 and 2023 (in millions):


	Year Ended December 31,
	2021		2022		2023
Operations and support	$	139	$	154	$	184
Sales and marketing	83		102		96
Research and development	614		1,060		1,215
General and administrative	332		477		440
Total	$	1,168	$	1,793	$	1,935

During the years ended December 31, 2021, 2022 and 2023, 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, 2021, 2022 and 2023.

As of December 31, 2023, there was $3.0 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 2.45 years. Stock-based compensation expense capitalized as internally developed software costs were not material for the years ended December 31, 2021, 2022 and 2023.

The tax benefits recognized in the consolidated statements of operations for stock-based compensation arrangements were not material during the years ended December 31, 2021, 2022 and 2023.

The weighted-average grant-date fair values of stock options and SARs granted to employees in the years ended December 31, 2021, 2022 and 2023 were $39.43, $13.58 and $16.63 per share, respectively. During 2022 and 2023, stock options and SARs granted were not material. The fair value of stock options and SARs granted was determined using the Black-Scholes option-pricing model using the weighted-average assumptions in the table below:


	Year Ended December 31, 2021

Expected term (in years)	5.1
Risk-free interest rate	0.9	%
Expected volatility	40.3	%
Expected dividend yield	—	%

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, 2024, a total of 101 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, 2021, 2022 and 2023. During the year ended December 31, 2023, we purchased 6 million shares of common stock under the ESPP at a weighted-average price of $23.38 per share. As of December 31, 2023, total unrecognized compensation cost related to the ESPP was $27 million, which will be amortized over a period of 0.29 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 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.