| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Uber Technologies, Inc | 10%+ Owner | 1725 3RD STREET, SAN FRANCISCO | /s/ Terra Castaldi, Associate General Counsel, Corporate Legal and Assistant Corporate Secretary | 2025-05-22 | 0001543151 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | AUR | 0% Exch. Sr. Notes due 2028 (obligation to sell) | Sale | -$1.15B | $1.15B | May 20, 2025 | Class A common stock | 157M | Direct | F1, F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | On May 20, 2025, the Reporting Person sold $1,150,000,000 aggregate principal amount of its 0.0% exchangeable senior notes due 2028 (the "Notes") to an investment bank acting as initial purchaser in a private placement pursuant to Rule 144A. The Notes were issued pursuant to an indenture, dated May 20, 2025 (the "Indenture"), among the Reporting Person, the Reporting Person's indirect wholly owned subsidiary, Neben Holdings, LLC (the "Guarantor"), and a trustee. The Notes will be exchangeable into cash, or, subject to the satisfaction of certain share delivery conditions, shares of Class A common stock of the Issuer, or a combination of cash and shares of Class A common stock of the Issuer, at the Reporting Person's election. The exchange rate will initially be 117.6471 shares of Class A common stock of the Issuer per $1,000 principal amount of Notes (equivalent to an initial exchange price of approximately $8.50 per share of Class A common stock of the Issuer). |
| F2 | Subject to the terms and conditions described in the Indenture, the Notes are immediately exchangeable. The exchange rate will be subject to adjustment in some events. In addition, following certain corporate events that occur prior to the maturity date or if the Reporting Person delivers a notice of redemption, the Reporting Person 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 Notes called (or deemed called) for redemption during the related redemption period, as the case may be. |
| F3 | If (i) the Reporting Person undergoes an "Uber fundamental change" (as defined in the Indenture), (ii) the Issuer undergoes an "Aurora fundamental change" (as defined in the Indenture) or (iii) a "share ownership event" (as defined in the Indenture) with respect to the Reporting Person's ownership of the Class A common stock of the Issuer occurs, then, in each case, subject to certain conditions and limited exceptions, holders may require the Reporting Person to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date. |
| F4 | Transaction was reported on Form 8-K filed by the Reporting Person with the Securities and Exchange Commission ("SEC") on May 20, 2025 and Schedule 13D/A filed by the Reporting Person with the SEC on May 22, 2025. |
| F5 | Neben Holdings, LLC, a wholly-owned indirect subsidiary of the Reporting Person, is the record holder of the Class A common stock of the Issuer. |