v3.25.4
Long-Term Debt and Credit Arrangements
 12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Long-Term Debt and Credit Arrangements
Note 8 – Long-Term Debt and Credit Arrangements
Components of debt, including the associated effective interest rates and maturities were as follows (in millions, except for percentages):
As of December 31,
20242025Stated Interest RateEffective Interest RatesMaturities
2025 Convertible Notes$1,150 $— — %— %—
2028 Convertible Notes1,725 1,725 0.875 %1.1 %December 2028
2028 Exchangeable Senior Notes— 1,125 0.00 %0.0 %May 2028
2027 Senior Notes700 — — %— %—
2028 Senior Notes500 — — %— %—
2029 Senior Notes1,500 1,500 4.50 %4.7 %August 2029
2030 Senior Notes1,250 1,250 4.30 %4.5 %January 2030
2031 Senior Notes— 1,000 4.15 %4.3 %January 2031
2034 Senior Notes1,500 1,500 4.80 %4.9 %September 2034
2035 Senior Notes— 1,250 4.80 %5.0 %September 2035
2054 Senior Notes1,250 1,250 5.35 %5.4 %September 2054
Total debt (1)
9,575 10,600 
Less: unamortized discount and issuance costs(78)(79)
Less: current portion of long-term debt(1,150)— 
Total long-term debt$8,347 $10,521 
(1) The total fair value of our outstanding debt was $9.5 billion and $11.1 billion as of December 31, 2024 and 2025, respectively, and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.
2031 and 2035 Senior Notes
On September 11, 2025, we completed a registered public offering of $1.0 billion aggregate principal amount of 4.15% senior notes due 2031 (the “2031 Senior Notes”) and $1.25 billion aggregate principal amount of 4.80% senior notes due 2035 (the “2035 Senior Notes”). The 2031 Senior Notes and 2035 Senior Notes are our senior unsecured debt obligations and classified as long-term.
Interest on the 2031 Senior Notes is payable semi-annually in arrears on January 15 and July 15 of each year at 4.15% per annum, beginning January 15, 2026. Interest on the 2035 Senior Notes is payable semi-annually in arrears on March 15 and September 15 of each year at 4.80% per annum, beginning March 15, 2026.
The indentures governing the 2031 Senior Notes and 2035 Senior Notes contain customary covenants restricting our, and certain of our subsidiaries’, ability to incur liens on any of our, or certain of our subsidiaries’, principal property in order to secure any debt, as well as certain financial covenants specified in the indentures. We were in compliance with all covenants as of December 31, 2025.
In September 2025, we exercised the call option and fully redeemed $700 million of the 7.50% senior notes due 2027 (the “2027 Senior Notes”) and $500 million of the 6.25% senior notes due 2028 (the “2028 Senior Notes”), using a portion of the net proceeds from the 2031 Senior Notes and 2035 Senior Notes. As a result, during the year ended December 31, 2025, we recognized an immaterial loss on debt extinguishment in other income (expense), net on our consolidated statements of operations.
Senior Notes
The 2030, 2034 and 2054 senior notes are our unsecured debt obligations. The 2029 senior notes are guaranteed by certain of our material domestic restricted subsidiaries. The 2029, 2030, 2034 and 2054 senior notes are collectively referred to as “Senior Notes”. Interest on the Senior Notes is payable semi-annually in arrears. The entire principal amounts of the Senior Notes are due at the respective maturity dates, and we may redeem the Senior Notes at any time, in whole or in part, at specified redemption prices. The indentures governing the Senior Notes contain customary covenants restricting our and certain of our subsidiaries’ ability to incur debt
and incur liens, as well as certain financial covenants specified in the indentures. We were in compliance with all covenants as of December 31, 2025.
2028 Convertible Notes and Capped Call Transactions
2028 Convertible Notes
In November 2023, we issued $1.73 billion aggregate principal amount of 0.875% convertible senior notes due in 2028 (the “2028 Convertible Notes”), including the exercise in full by the initial purchasers of the 2028 Convertible Notes of their option to purchase up to an additional $225 million principal amount of the 2028 Convertible Notes. The 2028 Convertible Notes were issued in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The interest is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2024, and the notes will mature on December 1, 2028, unless earlier converted, redeemed, or repurchased. The net proceeds from this offering were approximately $1.70 billion, after deducting the debt issuance costs. We used a portion of the net proceeds from this offering to fund the cost of entering into the capped call transactions, the “Capped Calls,” described further in the below section.
Holders of the 2028 Convertible Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2028 only under the following circumstances: (i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter, is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “2028 Convertible Notes measurement period”) in which the trading price (as defined in the indenture governing the 2028 Convertible Notes) per $1,000 principal amount of notes for each trading day of the 2028 Convertible Notes measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (iii) if we call such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the applicable redemption date; or (iv) upon the occurrence of specified corporate events. On or after September 1, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances.
On October 1, 2025, the conditions permitting the holders of the 2028 Convertible Notes to convert their notes early were met. The 2028 Convertible Notes were eligible for conversion at the option of the holders from October 1, 2025 through December 31, 2025, but no conversion requests were received during this period. On January 1, 2026, the sale price for conversion was not satisfied, and as a result, the 2028 Convertible Notes are not eligible for conversion during the first quarter of 2026. We have the intent and ability to refinance the 2028 Convertible Notes on a long-term basis using our revolving credit agreement (“Credit Agreement,” as described further below), and accordingly, the 2028 Convertible Notes were classified as long-term debt on the consolidated balance sheets as of December 31, 2025.
The initial conversion rate is 13.7848 shares of the common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $72.54 per share of the common stock. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. Upon conversion of the 2028 Convertible Notes, we must pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the notes being converted.
We may not redeem the notes prior to December 5, 2026. We may redeem for cash all or any portion of the notes, at our option, on or after December 5, 2026, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
The indenture governing the 2028 Convertible Notes does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness, or the issuance or repurchase of securities by us or any of our subsidiaries.
The fair value of our 2028 Convertible Notes was $2.2 billion as of December 31, 2025 and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.
Capped Calls
In connection with the issuance of the 2028 Convertible Notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers of the 2028 Convertible Notes or their respective affiliates (the “option counterparties”) at a cost of approximately $141 million. The Capped Calls cover, subject to anti-dilution adjustments, the number of shares of our common stock initially underlying the 2028 Convertible Notes. By entering into the Capped Calls, we expect to reduce the potential dilution to our common stock (or, in the event a conversion of the 2028 Convertible Notes is settled in cash, to reduce our cash payment obligation) in the event that at the time of conversion of the 2028 Convertible Notes the trading price of our common stock price exceeds the
conversion price of the 2028 Convertible Notes. The initial cap price of the Capped Calls was approximately $95.81 per share, which represents a premium of 75% over the last reported sale price of our common stock of $54.75 on the New York Stock Exchange on November 20, 2023, and is subject to certain adjustments under the terms of the Capped Calls. The Capped Calls were included in additional paid-in capital in the consolidated balance sheet as of December 31, 2023, with no remeasurement in subsequent periods as it meets the conditions for equity classification.
2025 Convertible Notes
In December 2020, we issued $1.15 billion aggregate principal amount of 0.00% convertible senior notes due in 2025 (the “2025 Convertible Notes”). The indenture, dated December 11, 2020, that governed the 2025 Convertible Notes (the “Base Indenture”) did not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. The initial conversion rate was 12.3701 shares of common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $80.84 per share of the common stock. The conversion rate would be subject to adjustment in some events but would not be adjusted for any accrued and unpaid special interest. On November 24, 2023, we entered into the first supplemental indenture to the Base Indenture (the “First Supplemental Indenture”), pursuant to which we irrevocably elected (i) to eliminate our option to choose Physical Settlement (as defined in the Base Indenture) on any conversion of the 2025 Convertible Notes that occurs on or after the date of the First Supplemental Indenture, (ii) Cash Settlement or Combination Settlement (each as defined in the Base Indenture as the Settlement Method of any conversion of the 2025 Convertible Notes and (iii) that, with respect to any Combination Settlement for a conversion of the 2025 Convertible Notes, the Specified Dollar Amount (as defined in the Base Indenture) that would be settled in cash per $1,000 principal amount of the 2025 Convertible Notes would be no lower than $1,000.
Holders of the 2025 Convertible Notes had the option to convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 15, 2025 only under the following circumstances: (i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “2025 Convertible Notes measurement period”) in which the trading price (as defined in the indenture governing 2025 Convertible Notes) per $1,000 principal amount of notes for each trading day of the 2025 Convertible Notes measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (iii) if we call such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the applicable redemption date; or (iv) upon the occurrence of specified corporate events. On or after September 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances.
The 2025 Convertible Notes matured on December 15, 2025. During the fourth quarter of 2025, we paid off the $1.15 billion in aggregate principal amount of the 2025 Convertible Notes for $1.15 billion in cash, and an immaterial amount of our common stock was issued to settle the conversion premium.
For the years ended December 31, 2023, 2024, and 2025, interest expense with respect to our convertible notes, which includes the amortization of debt discount and issuance costs, was immaterial.
2028 Exchangeable Senior Notes
In May 2025, we issued $1.15 billion aggregate principal amount of the 2028 Exchangeable Senior Notes to an investment bank acting as initial purchaser (the “Initial Purchaser”), including the exercise in full by the Initial Purchaser of the 2028 Exchangeable Senior Notes of its option to purchase up to an additional $150 million aggregate principal amount of the 2028 Exchangeable Senior Notes. The 2028 Exchangeable Senior Notes were issued in a private placement to the Initial Purchaser in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and the Initial Purchaser subsequently resold to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act of 1933, as amended. The 2028 Exchangeable Senior Notes will not bear regular interest, and the principal amount of the notes will not accrete. The 2028 Exchangeable Senior Notes will mature on May 15, 2028, unless earlier exchanged, redeemed or repurchased. Upon exchange of the 2028 Exchangeable Senior Notes, we, at our election, may deliver cash, or, subject to certain conditions, units of reference property (a “unit of reference property”), or a combination of cash and units of reference property. Initially, each unit of reference property is comprised of one share of Aurora Class A common stock.
The initial exchange rate is 117.6471 shares of the Aurora Class A common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $8.50 per share of the Aurora Class A common stock. The exchange rate will be subject to adjustment in some events. In addition, following certain corporate events involving the Uber or Aurora that occur prior to the maturity date or if the Uber delivers a notice of redemption, Uber will, in certain circumstances, increase the exchange rate for a holder who elects to exchange its notes in connection with such a corporate event or exchange its 2028 Exchangeable Senior Notes called (or deemed called) for redemption during the related redemption period, as the case may be.
Holders of the 2028 Exchangeable Senior Notes may exchange their notes at their option at any time prior to the close of business on the business day immediately preceding February 15, 2028 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2025 (and only during such calendar quarter), if the value of a unit of reference property for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the exchange price then in effect on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “2028 Exchangeable Senior Notes measurement period”) in which the trading price (as defined in the indenture governing the 2028 Exchangeable Senior Notes) per $1,000 principal amount of notes for each trading day of the 2028 Exchangeable Senior Notes measurement period was less than 98% of the product of the value of a unit of reference property and the exchange rate on each such trading day; (3) if we call the notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events. On or after February 15, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may exchange all or any portion of their notes at their option at any time, regardless of the foregoing conditions.
As of December 31, 2025, none of the conditions permitting the holders of the 2028 Exchangeable Senior Notes to exchange their notes early had been met. Therefore, the 2028 Exchangeable Senior Notes were classified as long-term debt on the consolidated balance sheet as of December 31, 2025.
We may not redeem the notes prior to May 21, 2027. We may redeem for cash all or any portion of the notes, at our option, on or after May 21, 2027 if the value of a unit of reference property has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide the notice of redemption at a redemption price equal to 100% of the principal amount of the 2028 Exchangeable Senior Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.
The indenture governing the 2028 Exchangeable Senior Notes does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries.
We have elected to account for the 2028 Exchangeable Senior Notes in its entirety at fair value in our consolidated financial statements due to the readily available market price of identical debt instruments. Changes in the fair value included in earnings are recorded in other income (expense), net within the consolidated statements of operations, and the changes in fair value attributable to instrument-specific credit risk are recognized in other comprehensive income (loss).
The future principal payments for our long-term debt as of December 31, 2025 are summarized as follows (in millions):
Future Minimum Payments
Year Ending December 31,
2026$— 
2027— 
20282,850 
20291,500 
20301,250 
Thereafter5,000 
Total$10,600 
Credit Agreement
Our Credit Agreement provides for $5.0 billion in aggregate amount of commitments for senior unsecured revolving loans, which will mature on September 26, 2029, unless otherwise extended in accordance with the terms of the Credit Agreement. The Credit Agreement provides that we may obtain, subject to the satisfaction of customary conditions, loans in U.S. Dollars or certain alternate currencies. Proceeds from any borrowings under the Credit Agreement may be used for general corporate purposes. The Credit Agreement is unsecured and is not guaranteed by any of our subsidiaries. The Credit Agreement contains customary covenants restricting our and certain of our subsidiaries’ ability to incur debt, incur liens, and undergo certain fundamental changes. The Credit Agreement also contains customary events of default. As of December 31, 2024 and 2025, there was no balance outstanding on the Credit Agreement, and we were in compliance with all covenants in the Credit Agreement.
Loans under the Credit Agreement will bear interest, at our option, at either the term SOFR rate (determined in accordance with the Credit Agreement) plus an initial margin of 1.00% per annum or the base rate (determined in accordance with the Credit Agreement) plus an initial margin of 0.00% per annum. The Credit Agreement has a commitment fee, which will initially accrue at a rate of 0.125% per annum, on the actual daily undrawn amount of the aggregate commitments of the lenders in respect to the Credit
Agreement. The applicable margin over the term SOFR rate and the base rate, as well as the commitment fee, will fluctuate based upon the ratings of our non-credit enhanced senior unsecured long-term debt.
Letters of Credit
For purposes of securing obligations related to leases, insurance contracts, and other contractual obligations, we also maintain agreements for letters of credit. As of December 31, 2024 and 2025, we had letters of credit outstanding of $1.4 billion and $1.9 billion, respectively, of which the letters of credit that reduced the available credit under the Credit Agreement were $354 million and $343 million, respectively.
Commercial Paper
In June 2025, we established a commercial paper program (the “Program”) under which we may issue unsecured commercial paper notes, not to exceed $2.0 billion outstanding at any time, with maturities of up to 397 days. The commercial paper notes will rank at least pari passu in right of payment with all of our other unsecured and unsubordinated indebtedness except any indebtedness owing to creditors whose claims are mandatorily preferred by laws of general application. We intend to use the net proceeds of the Program for general corporate purposes. As of December 31, 2025, we had no commercial paper notes outstanding.