Neutron Holdings, Inc.

NOTE 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Neutron Holdings, Inc. (the “Company” or “Lime”) was incorporated in Delaware on January 3, 2017, and is headquartered in San Francisco, California. Lime is a micromobility company that provides rentals of shared electric scooters (“e-scooters”) and electric bicycles (“e-bikes”) through its platform (the “Rider App”) to be used for short distances in various cities and municipalities around the world.

Basis of Presentation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business. As of December 31, 2025, the Company had cash and cash equivalents of approximately $339.8 million. In addition, the Company has principal payments on convertible notes and term loan of approximately $675.8 million due within twelve months of the balance sheet date and it does not currently have sufficient liquidity to repay them. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from issuance of these consolidated financial statements. The Company’s ability to continue as a going concern is dependent upon the consummation of an initial public offering, the ability to obtain necessary financing to meet its obligations, or the ability to obtain acceptable terms upon an amendment of its convertible notes. If additional equity or debt financing is required from outside sources, the Company may not be able to obtain additional liquidity on terms acceptable to it or at all. If the Company is unable to raise additional capital on acceptable terms when needed, its results of operations and financial condition would be materially and adversely affected.

As a result of the above, management has determined that substantial doubt exists about the Company’s ability to continue as a going concern through twelve months from the date these financial statements are available to be issued. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Use of Estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions, which affect the reported amounts in the financial statements and accompanying notes. Management evaluates its estimates and assumptions on an ongoing basis and makes adjustments when facts and circumstances dictate. The most significant estimates include the selection of useful lives of vehicle assets, the determination of the claims reserve, the determination of fair value of the Company’s common stock, fair value of financial instruments and the excess and obsolescence reserve on capitalized spare parts. The Company’s operations and financial performance means that these estimates may change in future periods, as new events occur, and additional information is obtained. These estimates are based on information available as of the date of these consolidated financial statements; therefore, actual results could differ from estimates.

Segments

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its

Chief Executive Officer. The Company’s CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company views its operations and manages its business as one operating and reportable segment, which is also a single reporting unit.

Foreign Currency

The Company’s reporting currency is the U.S. dollar. The functional currency of the Company’s foreign subsidiaries is the respective local currency, as it is the monetary unit of account of the principal economic environment in which the foreign subsidiary operates. Foreign currency transaction gains and losses resulting from, or expected to result from, transactions denominated in a currency other than the functional currency are recognized in other expense, net in the consolidated statements of operations. Subsidiary assets and liabilities with non-U.S. dollar functional currencies are translated to the U.S. dollar at the period-end rate, equity items are translated at historical rates, and revenue and expenses are translated at average exchange rates during the period. Cumulative translation adjustments are recorded in accumulated other comprehensive loss in the consolidated balance sheets.

Cash and Cash Equivalents

The Company’s cash balance consists of bank deposits, institutional money market funds and certificates of deposits. Certain of the Company’s bank deposit balances exceed those that are federally insured. To date, the Company has not recognized any losses related to uninsured balances.

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents are recorded at cost, which approximates fair value.

Restricted Cash

The Company classifies all cash subject to contractual restrictions as restricted cash. The Company’s restricted cash primarily consists of: (i) amounts pledged as security for letters of credit or other collateral amounts related to certain supplier purchase agreements, real estate leases, insurance policies and other contractual arrangements; and (ii) amounts that are unavailable for immediate use due to other legal and/or contractual restrictions. Restricted cash is classified as a short-term or long-term asset based on the contractual or estimated term of the remaining restriction at period-end.

Accounts Receivable, Net

Accounts receivable, net represents uncollected payments from riders for completed transactions where the payment method is a credit card and includes (a) rider amounts not yet settled with payment service providers (“PSPs”) and (b) rider amounts settled by PSPs but not yet remitted to the Company. Funds held at PSPs represent revenue earned but not yet realized as cash.

The Company recognizes an allowance for expected credit losses, determined by considering past history of write-offs, collections, and current credit conditions. As of December 31, 2024 and 2025, no allowance for credit losses was recorded. Amounts written off for the years ended December 31, 2023, 2024, and 2025 were not material.

Property and Equipment, Net

Property and equipment, net is stated at cost less accumulated depreciation and amortization and is comprised of two categories: (i) vehicle assets and (ii) non-vehicle assets.

The vehicle assets category includes the Company’s fleet of e-scooters, e-bikes, and swappable batteries, as well as costs incurred to bring the vehicles and batteries to the condition and location necessary for their intended use, such as shipping, freight, and various customs duties.

Prior to January 1, 2025, vehicle assets were depreciated using a usage-based depreciation methodology. The methodology involved the calculation of depreciation expense for each vehicle based on the number of trips taken as a percentage of total trips expected and factored in actual, historical, and other data for different vehicle types. The methodology applied to swappable batteries involved the calculation of depreciation expense for each battery based on the number of trips taken as a percentage of total trips expected and factors in the expected life cycle per manufacturer’s specifications, estimated swaps and charge cycles per year and the expected number of years until the battery becomes obsolete.

Effective January 1, 2025, the Company changed its depreciation methodology for vehicle assets from a usage-based method to a straight-line method. The Company determined that the change in depreciation method is a change in accounting estimate affected by a change in accounting principle to be applied prospectively. The change is considered preferable as the straight-line method will more accurately reflect the pattern of economic consumption of vehicle assets and result in improved financial reporting. The Company estimates useful lives of five years for e-scooters and e-bikes and four years for swappable batteries. The effect of the change to the straight-line method resulted in an increase of $14.8 million in depreciation expense and an estimated $11.8 million increase in net loss. The change did not result in an impact on net loss per share attributable to common stockholders, basic and diluted, for the year ended December 31, 2025.

On an annual basis during the fourth quarter, the Company performs a reassessment of the useful lives of its vehicle assets. If deemed necessary, the estimated useful life is then revised and updated on a prospective basis.

For vehicle assets that are classified as permanently decayed and non-operational, the Company accelerates and fully depreciates those vehicle assets in the month this determination is made and expenses any incurred costs associated with their disposal. Permanently decayed vehicle assets are those that have been offline for 90 days and meet other non-operational criteria.

Depreciation and amortization for non-vehicle assets is computed using the straight-line method over the estimated useful lives of the assets, which are as follows:

Capitalized Software Development Costs

The Company capitalizes certain development costs incurred in connection with its internal-use software, developed applications and implementation costs for cloud computing arrangements (“CCA”). The internal-use software capitalized costs are primarily related to Lime’s three core systems: the Rider App, an operations app called Lime Supply, and embedded software for vehicle intelligence. The implementation costs for CCA primarily relate to configuring and integrating the enterprise resource planning system, revenue application and vehicle application.

Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the internal-use software or CCA is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. Maintenance costs and bug fixes are expensed as incurred. The Company also capitalizes costs related to specific upgrades and enhancements to internal-use software and CCA when it is probable the expenditure will result in additional features and functionality.

Internal-use software is recorded in property and equipment, net and CCA is recorded in prepaid expenses and other current assets and other long-term assets in the consolidated balance sheets, based on the timing of the expected amortization.

Internal-use software is amortized on a straight-line basis over its estimated useful life of two years. CCA implementation costs are amortized on a straight-line basis over the term of the hosting arrangement.

Changes in internal-use software and CCA balances were as follows (in thousands):

Leases

The Company leases warehouses, offices, and operations vehicles andaccounts for these leases in accordance with Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”). The Company made a policy election not to separate non-lease components from lease components; therefore, the Company accounts for lease and non-lease components as a single lease component. The Company elected the practical expedient to not recognize leases with a term of 12 months or less on the balance sheet.

The Company determines if a contract contains a lease at inception, based on whether it conveys the right to obtain substantially all of the economic benefits from the use of an identified asset and the right to direct the use of an identified asset in exchange for consideration. Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. Certain of the Company’s lease arrangements include escalating rent payment provisions, lease renewal or termination options and tenant allowances. The Company includes renewal options in the measurement of lease liabilities only to the extent the option is reasonably certain to be exercised.

The Company currently does not have any finance leases.

Impairment of Long-Lived Assets

The Company assesses long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may not be recoverable. The carrying amount of a long-lived asset or asset group is not recoverable if it exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset or asset group. If the carrying amount of the long-lived asset or asset group is not recoverable, the amount of impairment loss is measured as the difference between the carrying value of the asset or asset group and its estimated fair value. The Company also reviews depreciation estimates and methods whenever a long-lived asset (or asset group) is tested for recoverability.

Fair Value Option

The Company elected the fair value option to account for the convertible secured promissory notes issued between October 29, 2021 and November 18, 2021 (the “2021 Notes”). The Company measures the 2021 Notes at fair value with changes in fair value recorded as a component of other expense, net in the consolidated statements of operations and changes in instrument-specific credit risk in the consolidated statements of comprehensive loss.

Insurance

The Company utilizes a combination of third-party insurance and retention mechanisms to cover various business and micromobility-related risks, including, but not limited to, general liability, automobile liability, excess liability, workers’ compensation, property, cyber liability, and directors’ and officers’ liability. To comply with certain city and country insurance regulatory requirements for micromobility-related risks, in certain jurisdictions we also obtain rider insurance coverages. Rider insurance coverages, a relatively new insurance product specific to the micromobility industry, may include rider liability for third-party bodily injury and property damage and injury coverage to the rider themselves. Rider insurance coverages and limits vary by vehicle type and jurisdiction and are mostly obtained outside of the United States.

The Company maintains a claims reserve for unpaid losses and loss adjustment expenses for risks retained by the Company through its retention mechanisms. Estimating the number and severity of claims, as well as related judgment or settlement amounts, is inherently complex, subjective, and speculative. The Company employs various predictive modeling and actuarial techniques and makes numerous assumptions based on available historical experience and industry statistics to estimate the claims reserve.

While management believes that the claims reserve amount is adequate, the ultimate liability may be in excess of, or less than, the amount provided. A number of external factors can affect the losses incurred, including but not limited to claim reporting delays, the length of time the claim remains open, increases in healthcare costs, legislative and regulatory developments, judicial developments, the general trend of increasing settlement amounts in litigation, and other unexpected events. As a result, the net amounts that will ultimately be paid to settle the liability and when amounts will be paid may vary from the estimated amounts provided for on the consolidated balance sheets. Claims reserve amounts estimated to be settled within one year are recorded in accrued liabilities, with longer term settlements recorded in other long-term liabilities on the consolidated balance sheets.

Freestanding Preferred Stock Warrants

Freestanding warrants to purchase the Company’s convertible Series B preferred stock are classified as liabilities in the consolidated balance sheets due to the redeemable nature of the underlying preferred stock. The warrants are subject to remeasurement at each reporting period, and changes in fair value are recognized as a component of other expense, net in the consolidated statements of operations. The Company will continue to remeasure the liability for changes in fair value until the earlier of the exercise or expiration of the warrants or the completion of a liquidation event, including the completion of an initial public offering (“IPO”), at which time all preferred stock warrants will be converted into warrants to purchase common stock and, accordingly, the liability will be reclassified to equity.

Freestanding warrants related to the Company’s Series 1-C preferred stock are within the scope of ASC 718, Compensation-Stock Compensation (“ASC 718”). The Company recorded compensation expense associated with the satisfaction of the service condition as the services were performed and vesting occurred. The warrants were fully vested as of May 2020. Although these warrants are not mandatorily or currently redeemable, a deemed liquidation event would constitute a redemption event outside the Company’s control. As a result of these liquidation features, these warrants have been classified outside of stockholders’ deficit and presented as mezzanine equity on the consolidated balance sheet as of December 31, 2024. As discussed in Note 12 – Warrants, all warrants related to the Company’s Series 1-C preferred stock were exercised during the year ended December 31, 2025.

Partial Recourse Notes and Early Exercises

During the year ended December 31, 2020 and prior, the Company issued promissory notes to certain executives and key employees in the aggregate principal amount of $38.6 million, in exchange for the early exercise of 626,304,993 stock options. The promissory notes represent the aggregate exercise price of the early exercised stock options and carry original stated interest rates ranging from 0.41% to 0.45% per annum. The principal amounts and accrued interest are generally due upon the earlier of: (i) maturity dates ranging from the 7th to 10th anniversary of the note’s issuance, (ii) any transfer of the shares securing the promissory note or (iii) the completion of an IPO. All promissory notes issued were partially collateralized by the shares issued in exchange for the note on a non-pro rata basis and were considered nonrecourse notes in their entirety. As such, the shares issued are not considered “exercised” for accounting purposes until the notes are repaid and the underlying stock options have vested. Prior to repayment, the nonrecourse notes are not recorded on the consolidated balance sheets since the arrangement is, in substance, a stock option. The shares are included in the legally issued and outstanding shares of common stock on the consolidated balance sheets and in the statements of convertible preferred stock and stockholders’ deficit.

As of December 31, 2024 and 2025, the principal amount of $34.5 million and related accrued interest of $2.2 million and $2.6 million, respectively, remained outstanding on promissory notes. As of December 31, 2024 and 2025, there were 571,304,993 shares issued that are pledged as security subject to repayment of the notes. Certain awards with repayment dates of October and November 2025 were extended to January 31, 2026. The financial statement impact of this extension was immaterial as of and for the year ended December 31, 2025.

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820, Fair Value Measurement, the authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, trade accounts receivable, and supplier purchases.

Significant customers are those which represent more than 10% of the Company’s total revenue or gross accounts receivable balance at each balance sheet date. During the years ended December 31, 2023, 2024 and 2025, no customers accounted for 10% or more of total revenue. As of December 31,

2024 and 2025, the Company had a third-party PSP that accounted for 85.5% and 83.9% of accounts receivable, respectively.

As discussed in Note 15 – Related Party Transactions, the Company has an agreement with Uber which allows riders to access the Company’s vehicles through mobile applications distributed by Uber and/or its subsidiaries. Revenue earned through this agreement was approximately 14.1%, 15.8% and 14.3% of total revenue in 2023, 2024 and 2025, respectively. Accounts receivable from Uber was 9.6% and 6.7% of accounts receivable as of December 31, 2024 and 2025, respectively.

Significant vendors are those which represent more than 10% of the Company’s total purchases. During the years ended December 31, 2024 and 2025, the Company had no significant vendors.

Revenue Recognition

The Company generates revenue from providing seamless, on-demand access to its network of e-scooters and e-bikes through two pricing models: either “Pay-As-You-Go” or LimePass.

Lease Revenue

Pay-As-You-Go allows riders to pay for usage based on the duration per session. The single-use rental of the Company’s vehicles by riders are considered operating leases pursuant to ASC 842 which the Company is the lessor. The Company has fixed lease payments, in the form of unlock fees that are fixed charges to access the vehicles, and variable lease payments, in the form of per minute usage fees. The Company treats any credit, coupon, or rider incentives as a reduction to the revenue for the ride in the period to which it relates. As the lease term is less than one day, the Company recognizes fixed lease payments (i.e. the unlock fees) and variable lease payments (i.e., usage minus lease incentives), at the time the ride is complete, on the same day the lease commenced.

Revenue from Contracts with Customers

The Company also recognizes revenue pursuant to ASC 606, Revenue from Contracts with Customers. This primarily relates to LimePass which consists of minute bundles and LimePrime. Minute bundles allow for the purchase of discounted ride minutes, offered at different increments, which can be used across multiple rides for a period of time ranging from 1 to 30 days. LimePrime is a recurring monthly subscription that provides riders with benefits such as free unlocks and extended vehicle reservations.

The services provided by the Company that are based on usage, such as minute bundles, are recognized using an output method, generally as the minutes are used, as this reflects the pattern of transfer for these services.

The services provided by the Company for fixed monthly subscriptions, such as LimePrime, are considered stand-ready performance obligations where riders benefit from the services evenly throughout the service period. Revenue is recognized on a ratable basis over the contractual period of the arrangement beginning when or as control of the promised services is transferred to the customer as this reflects the pattern of transfer for these services.

The Company also estimates the portion of customer rights that will never be redeemed (“breakage”) and for which there is no legal obligation to remit the value of the unredeemed balance to the relevant jurisdiction as unclaimed or abandoned property. To the extent the Company has a basis for estimating breakage, the Company will recognize the breakage amounts as revenue, proportionate to the pattern of rights exercised by the customer. However, as the Company does not have a basis for estimating breakage, the Company will recognize breakage revenue when the likelihood of customer redemption, based on historical experience or long periods of inactivity, is remote.

The Company’s revenue contracts do not result in significant obligations associated with returns, refunds or warranties. The Company’s payment terms are generally fixed and do not include variable revenues or consideration. LimePass arrangements are paid in advance resulting in a contract liability.

Disaggregated Revenue

Total revenues disaggregated between lease revenue and revenue from contracts with customers are follows (in thousands):

For both lease revenue and revenue from contracts with customers, the Company excludes all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue producing transaction and collected by the Company from a customer and remitted to governmental authorities. Accordingly, such amounts are not included as a component of revenue or cost of revenue.

Contract Liabilities

The Company records a contract liability when the Company receives payments in advance of the performance obligations being satisfied on the Company’s contracts. The Company’s contract liabilities relate to Lime Cash, where riders preload a balance into the Rider App that can be applied to future Pay-As-You-Go trips. Amounts related to Lime Cash are recognized as lease revenue as redeemed. Lime Cash balances do not expire and amounts may never be redeemed. The Company assesses and recognizes breakage revenue for unredeemed Lime Cash balances if the likelihood of redemption, based on historical experience or long periods of inactivity, is deemed to be remote and if there is no requirement for remitting balances to government agencies under unclaimed property laws. The Company recognized $1.4 million, $1.0 million, and $1.1 million of breakage revenue (included as revenue from contracts with customers) related to unredeemed Lime Cash balances for the years ended December 31, 2023, 2024 and 2025, respectively. The unredeemed Lime Cash balances which become subject to escheatment are reclassified to accrued liabilities until remitted to the respective jurisdictions.

Contract liability balances related to Lime Cash were $6.2 million, and $3.9 million as of December 31, 2024 and 2025, respectively. Substantially all of the contract liability balance as of December 31, 2024 was subsequently recognized as revenue, except balances subject to escheatment, during the year ended December 31, 2025. During the years ended December 31, 2023, 2024, and 2025, the Company reclassified $4.8 million, $3.9 million, and $1.7 million of contract liabilities to accrued liabilities for unredeemed Lime Cash balances subject to escheatment.

The Company also recognizes contract liabilities for other short-term contracts (LimePass) fulfilled within 30 days, which was $2.0 million and $2.4 million as of December 31, 2024 and 2025, respectively.

Cost of revenue consists primarily of compensation, employee benefits and stock-based compensation of local operations field personnel associated with the deployment, maintenance and retrieval of vehicles and swapping of batteries in markets, vehicle asset depreciation and disposals, tools and parts, merchant and credit card processing fees, warehouse rent and related facilities costs, certain insurance costs related to the Company’s micromobility service, operating permit costs and platform and web hosting server costs.

Selling, general and administrative expenses include compensation, employee benefits and stock-based compensation for management, finance, legal, human resources, marketing, government relations, business development, general liability and corporate insurance costs, certain legal-related accruals and settlements and expenses, professional service fees, advertising and marketing, events, public relations, sponsorships, and other general overhead and allocated costs. Advertising costs are expensed as incurred and were $1.0 million, $1.1 million, and $1.9 million for the years ended December 31, 2023, 2024, and 2025, respectively.

Operations and support expenses include compensation, employee benefits and stock-based compensation and other costs for central operations, supply chain, customer service, and trust and safety. Central operations personnel are responsible for the strategy, planning, data analysis and reporting across markets for capital expenditures and labor, warehouse optimization, new business initiatives, and expansion into new markets. Supply chain costs include distribution facility costs related to the centralized purchasing and storage prior to deployment of the Company’s e-scooters and e-bikes to its local markets. Customer service costs include third party call-center support and customer support technology costs. Trust and safety personnel are responsible for developing the policies and protocols for the safety programs, monitoring safety trends, and supporting compliance with applicable laws and regulations.

Research and development costs are expensed as incurred. Research and development expenses include compensation, employee benefits and stock-based compensation for technology developers and product management employees as well as fees paid to outside consultants, software costs and other allocated costs.

Stock-based compensation expense is measured and recorded based on the grant-date fair value of the stock-based awards. The fair value of the shares of common stock underlying the stock options and restricted stock units (“RSUs”) on the grant date has been determined by the board of directors, as there is no public market for the underlying common stock. The Company recognizes stock-based compensation expense for service-based awards on a straight-line basis over the requisite service period of the individual grant, generally equal to the vesting period. The Company records forfeitures as they occur.

The Company uses the Black-Scholes-Merton option-pricing model (“Black-Scholes model”) to determine the fair value of stock option awards. The Black-Scholes model requires the use of objective and subjective assumptions, including the fair value of common stock, expected volatility, risk free interest rate, expected dividend and option’s expected term of the underlying stock.

The Company obtained an independent, third-party valuation to determine the fair value of common stock, considering the nature of the Company’s business, earning capacity, distribution capacity and other material Company events and general market conditions and outlooks. The expected volatility is based on the historical and implied volatility of similar companies whose stock or option prices are publicly available, after considering the industry, stage of life cycle, size, market capitalization, and financial leverage of the other companies. The risk-free interest rate assumption is based on observed U.S. Treasury yield curve interest rates in effect at the time of grant appropriate for the expected term of the stock options granted. The Company has not paid dividends in the past and does not expect to pay dividends in the foreseeable future. As a result, a zero expected dividend yield is used. Due to the limited amount of option exercises, the Company used the simplified method to compute the expected term for options granted to employees which averages the weighted average vesting period and the contractual term on the valuation date.

The Company also grants stock options with performance conditions and market conditions. The Company does not record compensation expense for these options until it is deemed probable that the performance condition will be met. Options with performance and market conditions were immaterial as of December 31, 2024 and 2025.

The Company estimates the fair value of RSUs based on the fair market value of the Company’s common stock on the date of grant. RSUs granted during the year ended December 31, 2025 include both a service-based and performance-based liquidity event vesting condition. Compensation cost related to these RSUs must be recognized over the requisite service period using the accelerated attribution method, if it is probable that the performance-based liquidity event vesting condition will be satisfied. The performance-based condition is satisfied upon the consummation of the qualifying liquidity event, which is the earlier of an initial public offering (“IPO”), a direct listing, or a sale event.

Employee Benefit Plan

The Company sponsors a qualified 401(k) defined contribution plan covering eligible employees in the United States. There were no employer contributions under this plan for the years ended December 31, 2023, 2024, and 2025. The Company also sponsors retirement plans in many of the countries it operates in outside of the United States. Employer contributions to these plans were $1.1 million, $1.5 million, and $1.7 million for the years ended December 31, 2023, 2024, and 2025, respectively.

Income Taxes

The Company utilizes the asset and liability method to account for income taxes, under which deferred tax assets and liabilities arise from the temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements, as well as from net operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the tax rates expected to be in effect when the taxes will actually be paid, or refunds received, as provided for under currently enacted tax law.

A valuation allowance is recorded for deferred tax assets if it is not more likely than not that some portion or all of the deferred tax assets will be realized. As of December 31, 2024 and 2025, the Company evaluated the realizability of the deferred tax assets considering positive and negative evidence and has recorded a full valuation allowance against certain deferred tax assets as it does not believe it is more likely than not that the deferred tax assets will be realized in future years. The Company monitors the realizability of their deferred tax assets taking into account all relevant factors at each reporting period. If it is determined that deferred tax assets would be realized in the future in excess of their net recorded amount, an adjustment would be made to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process which includes (1) determining whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position, and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company reevaluates the uncertain tax positions each quarter based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues, and new audit activity. Such a change in recognition or measurement could result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company classifies accrued interest and penalties associated with uncertain tax positions together with the related liability, and the expenses incurred related to such accruals are included in the provision for income taxes in the consolidated statements of operations.

Net Loss Per Share Attributable to Common Stockholders

The Company follows the two-class method when computing net loss per common share when instruments are issued that meet the definition of participating securities. The two-class method determines net income (loss) per common share and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income (loss) for the period had been distributed. In a net loss period, losses are only allocated if such participating securities have contractual obligations to fund such losses.

The Company’s Series 2 preferred stock and Series 3 preferred stock are participating securities. The holders of the Series 2 preferred stock and Series 3 preferred stock are entitled to dividends in preference to common stockholders on an as-converted basis, if declared by the Company. Such dividends are not cumulative. Any remaining earnings would be distributed among the holders of common stock on a pro-rata basis. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. As such, net losses for the periods presented were not allocated to the Company’s participating securities.

Basic net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The diluted net income (loss) per share is computed by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. Diluted net income (loss) per share is the same as basic net income (loss) per share in periods when the effects of potentially dilutive shares of common stock are anti-dilutive.

Deferred Offering Costs

Deferred offering costs, which consist of direct incremental legal, accounting, consulting and other fees relating to an initial public offering are capitalized. The deferred offering costs will be offset against initial public offering proceeds upon the consummation of the initial public offering. In the event the planned initial public offering is terminated, the deferred offering costs will be expensed. There were no deferred offering costs incurred as of December 31, 2024. As of December 31, 2025, there were $7.7 million of deferred offering costs recorded within prepaid expenses and other current assets on the consolidated balance sheet.

Recent Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This new standard is effective for the Company’s annual period beginning January 1, 2026. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the impact of the guidance on the consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions within the income statement. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Clarifying the Effective Date. The amendments in this update may be applied either prospectively or retrospectively, and are effective for fiscal years beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is evaluating the impact that this guidance will have on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 modernizes the accounting for costs related to internal-use software in ASC 350-40 to reflect the software development approaches currently used. Specifically, the FASB observed that software is not always developed in a linear manner, which is an underlying tenet of the existing internal-use software capitalization framework. To clarify how the guidance applies to both linear and nonlinear software development, the ASU removes all references to “development stages” from ASC 350-40 and changes the criteria to determine when development cost capitalization should begin. The amendments in this ASU are effective for fiscal years beginning after December 15, 2027, with early adoption permitted. Entities are permitted to apply the ASU on a prospective, retrospective or modified transition approach. The Company is currently evaluating the impact of adopting this new accounting guidance on its consolidated financial statements and related disclosures.

NOTE 2. FAIR VALUE MEASUREMENTS

The carrying amounts of certain of the Company’s financial instruments, including cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses, approximate their fair values due to their short-term maturities.

The fair value measurements of financial instruments that are measured at fair value on a recurring basis consisted of the following (in thousands):

The Company did not make any transfers between the levels of the fair value hierarchy during the years ended December 31, 2024 and 2025.

As of December 31, 2024 and 2025, the 2021 Notes total contractual principal and accrued in kind interest amounted to $486.6 million and $525.5 million, respectively, resulting in a difference between the aggregate fair value and the aggregate unpaid balance of $57.5 million and $134.9 million, respectively.

To determine the fair value of the non-convertible component of the 2021 Notes, the Company uses an income approach to estimate the present value under each settlement or conversion scenario and probability-weighted the conclusions according to certain assumptions. A Black-Scholes model was used to estimate the value of the conversion option component under the same scenarios. The Company considered the portion of the total change in fair value that excludes the amount resulting from a change in base market risk to be the result of a change in instrument-specific credit risk. To determine how much of the fair value change should be a result of changes in the market versus changes in the instrument-specific risk, the Company calculated the total change in fair value of the 2021 Notes less changes in fair value of the 2021 Notes arising from changes in the base market risk. The change in fair value resulting from market risks and instrument-specific credit risk are recorded to other expense, net and accumulated other comprehensive loss, respectively.

A summary of the net changes in the fair value of the 2021 Notes was as follows (in thousands):

The Company issued warrants to purchase shares of the Company’s Series B convertible preferred stock which are recognized in other long-term liabilities on the consolidated balance sheets, as the convertible preferred shares underlying the warrants are contingently redeemable for cash. The convertible preferred stock warrants are remeasured to fair value each reporting period based on unobservable Level 3 inputs. The fair value of the warrant and changes in fair value of the warrant for the years ended December 31, 2024 and 2025 were not material.

Certain assets and liabilities are measured at fair value on a nonrecurring basis but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment or when a new liability is being established that requires fair value measurement. As discussed in Note 7 – Leases, during the year ended December 31, 2024, the Company recognized an impairment loss of $1.6 million related to an operating lease ROU asset at its corporate office space. The Company had no non-recurring fair value measurements during the years ended December 31, 2023 and 2025.

NOTE 3. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following (in thousands):

NOTE 4. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following (in thousands):

The following table presents amounts recognized in the consolidated statements of operations related to property & equipment (in thousands):

As a result of the Company’s annual vehicle asset useful life reassessment in the fourth quarter of 2023, the estimated useful lives for certain of its vehicle assets were updated on a prospective basis, effective January 1, 2024. The Company estimates these changes decreased vehicle asset depreciation expense by $27.2 million for the year ended December 31, 2024.

Effective January 1, 2025, the Company changed its depreciation methodology for vehicle assets from a usage-based method to a straight-line method. The Company estimates this change increased vehicle asset depreciation expense by $14.8 million for the year ended December 31, 2025.

NOTE 5. ACCRUED LIABILITIES

Accrued liabilities consisted of the following (in thousands):

NOTE 6. OTHER LONG-TERM LIABILITIES

Other long-term liabilities consisted of the following (in thousands):

NOTE 7. LEASES

The following table presents certain information related to the costs for operating leases (in thousands):

Variable lease costs for the years ended December 31, 2023, 2024 and 2025 were not material.

The following table presents supplemental information used to calculate the present value of operating lease liabilities:

The following table presents certain supplemental information related to the cash flows for operating leases (in thousands):

The following table reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded in theconsolidated balance sheets (in thousands):

The Company recognized no impairment losses relating to operating lease ROU assets during the years ended December 31, 2023 and 2025. During 2024, the Company recognized an impairment loss of$1.6 million related toan operating lease ROU assetat its corporate office space.

NOTE 8. COMMITMENTS AND CONTINGENCIES

Letters of Credit

The Company maintains various stand-by letters of credit and guarantees from third-party financial institutions in the ordinary course of business to guarantee performance obligations related to certain vehicle and battery manufacturing, real estate leases, insurance policies, and other contractual arrangements. The letters of credit are collateralized by restricted cash. As of December 31, 2024 and 2025, the Company had outstanding balances of $57.7 million, and$75.5 million, respectively.

Indemnification

The Company has entered into indemnification provisions under agreements with other parties in the ordinary course of business, including governmental entities and other business partners. The Company has agreed to indemnify and defend the indemnified party’s claims and related losses suffered or incurred by the indemnified party arising from actual or threatened third-party claims related to the Company’s activities. It is not possible to determine the potential loss resulting from the contractual indemnification obligations because of the distinctive facts involved in any potential action arising from each indemnification provision. As of December 31, 2025, some contractual indemnification obligations were accrued with personal injury matters. See the “Personal Injury Matters” section below for more information.

The Company’s Bylaws provide that it will indemnify directors and officers against certain costs and liabilities that may arise by reason of their status or service to the Company.

The Company is currently involved in, and may in the future be involved in, legal proceedings, claims, regulatory inquiries, and governmental investigations in the ordinary course of business, which may include litigation by riders and third parties (individually or as class actions) alleging, but not limited to, various wage and expense claims, violations of state or federal laws, product liability and personal injury claims. The Company has determined that, except as disclosed below, no disclosure of estimated loss is required for these matters because: (1) there is not a reasonable possibility that a loss exceeding amounts already recognized (if any) may be incurred with respect to such matters (2) a reasonably possible loss or range of loss cannot be estimated, or (3) such estimate is immaterial.

Due to the inherent nature of litigation, the outcomes of the Company’s current and potential future legal proceedings are not possible to predict with any certainty. For certain matters for which a material loss is probable and reasonably estimable, an estimate of the amount of loss is recorded in the consolidated financial statements. Until there is finality to the resolution of the legal matters, the exposure to a loss individually, or in the aggregate may differ from the amount recorded. Legal fees are expensed as incurred.

Personal Injury Matters

The Company is currently named as a defendant in a number of matters related to accidents or other incidents involving the use of its vehicles brought by riders and third parties. The Company disputes the allegations and continues to defend itself vigorously against such claims. The Company does not believe that these existing or threatened claims are individually likely to have a material impact on its business, financial condition or results of operations. Notwithstanding such, litigation and claims are inherently unpredictable, and legal proceedings arising from such incidents, individually or in the aggregate, could have a material impact on the Company’s business, financial condition and results of operations. Additionally, despite the outcome, litigation may have an adverse impact to the Company because of defense and settlement costs individually and in the aggregate, including the diversion of management resources to defend such claims, and other factors.

As of December 31, 2024 and 2025, the Company has claims reserves of $40.6 million and $52.4 million, respectively, to cover the estimated costs for personal injury claims incurred but not paid and personal injury claims that have been incurred but not yet reported, as well as certain contractual indemnification obligations as described in the “Indemnification” section above. Additionally, as of December 31, 2024 and 2025, the Company has a reserve of $10.7 million and $4.6 million, respectively, to cover settled but unpaid claims.

Non-Income Tax Matters

The Company is under audit by various domestic and foreign tax authorities with regards to non-income tax matters. The Company accrues non-income taxes that may result from examinations by, or any negotiated agreements with, these tax authorities when a loss is probable and reasonably estimable. Due to the inherent complexity and uncertainty of these matters and judicial process in certain jurisdictions, the final outcome may be materially different from the Company’s expectations.

NOTE 9. CONVERTIBLE NOTES AND TERM LOAN

Between October and November 2021, the Company issued the 2021 Notes with an initial aggregate principal amount of $417.6 million and a maturity date of October 29, 2025. In October 2023, the maturity date was amended to October 29, 2026. The 2021 Notes initially accrued interest at a rate of 4.0% per annum, which increased by 0.5% in April 2023, by another 1.0% in October 2023, and by 1.0% semi-annually thereafter up to a maximum of 8.0%. At the election of the Company, interest is to be paid in cash or by increasing the principal amount of the 2021 Notes by payment in kind (“PIK interest”). The Company has elected to pay PIK interest.

The 2021 Notes contain various conversion options upon the occurrence of certain events such as an IPO, change of control, or equity financing. In the event of an IPO or change of control, the 2021 Notes will convert into common stock at a price per share limited to the lesser of (i) a range of 75% to 80% of the applicable transaction price per share of common stock and (ii) a cap price per share as defined in the note purchase agreement. In the event of an equity financing, the 2021 Notes will convert into the equity securities issued based on such equity securities’ price per share in such financing. If the 2021 Notes have not been converted or otherwise settled at maturity, the principal plus a premium of 25% becomes due and payable at maturity. The 2021 Notes are secured by substantially all of the Company’s assets.

Between May and June 2020, the Company issued convertible secured promissory notes (the “2020 Notes”) in the aggregate principal amount of $170.0 million. Of the aggregate principal amount, $85.0 million was issued to Uber (the “2020 Uber Note”) and the remaining $85.0 million was issued to other investors (the “2020 Investor Notes”). The 2020 Notes accrue non-compounding interest at a fixed rate of 4.0% per annum and mature on May 7, 2027. Accrued interest either converts into common shares or becomes payable in accordance with the conversion and settlement options described below. If not earlier converted, the principal and accrued interest of the 2020 Notes becomes due and payable at the maturity date.

The holders of the 2020 Investor Notes also received warrants to acquire a total of 194,741,402 shares of common stock at an exercise price of $0.0100 per share. The warrant has a term of seven years and may be exercised on a cashless basis at any time based on their fair market value at the time of conversion, in which event the Company will not receive any proceeds. The warrants were recorded as equity at their relative fair value of $0.8 million. The remaining$84.2 million of the proceeds received were allocated to the 2020 Investor Notes. There were no exercises during the years ended December 31, 2023, 2024 and 2025.

At issuance, the total debt discount related to the 2020 Uber Note and 2020 Investor Notes was $0.4 million and $1.2 million, respectively. This amount is being amortized as additional interest expense over the term of the 2020 Notes using the effective interest rate method at an effective interest rate of 4.05%. Amortization of the debt discount totaled $0.2 million for each of the years ended December 31, 2023, 2024 and 2025.

The 2020 Notes contain various conversion and settlement options: (i) conversion of the principal amount to Series 3 preferred stock (in the case of the 2020 Uber Note) or Series 2 preferred stock (in the case of the 2020 Investor Notes), with the accrued interest settled in cash or common stock at the Company’s election; or (ii) in the event of a change of control of the Company or IPO, the principal amount and accrued interest will, at the election of the holder, either become due and payable or convert into common stock. The conversion price of the 2020 Notes is $0.0249 per share of common stock. The 2020 Notes are secured by substantially all of the Company’s assets.

Several of the holders of the 2021 Notes and 2020 Notes are related parties of the Company. See Note 15 – Related Party Transactions for more information.

Senior Secured Term Loan

In October 2023, the Company entered into a senior secured term loan with certain lenders (the “Senior Secured Term Loan”) with a principal amount of $115.0 million, an interest rate of 10.0% per annum and a maturity date of September 30, 2026, upon which the principal balance is due in full. The Company incurred debt issuance costs related to legal and underwriting fees of $2.2 million and was required to pay a closing fee of $2.3 million, all of which are being amortized to interest expense over the term of the loan. The proceeds of the Senior Secured Term Loan were used to fully repay the Company’s prior term loan and the Company incurred a loss on extinguishment of $0.9 million in interest expense in the consolidated statements of operations.

The Company’s obligations under the Senior Secured Term Loan are backed by a guaranty from Uber, a related party of the Company. The Senior Secured Term Loan is secured by substantially all of the Company’s assets.

The Senior Secured Term Loan agreement and the note purchase agreements for the 2021 Notes and 2020 Notes contain customary covenants restricting the Company and its subsidiaries ability to incur debt, incur liens, make investments, transfer assets and undergo certain fundamental changes, as well as certain financial covenants specified in the contractual agreement. As of December 31, 2025, the Company was in compliance with all covenants.

Aggregate debt maturities and expenses

As of December 31, 2025, future principal payments for the Company’s convertible notes and term loan were as follows (in thousands):

Future principal payments for convertible notes includes $143.2 million of PIK Interest on the 2021 Notes. Future principal payments for convertible notes does not include the premium of 25%, on the 2021 Notes, that becomes due and payable at maturity.

The following table presents interest expense recognized related to the term loan and 2020 Notes (in thousands):

NOTE 10. CONVERTIBLE PREFERRED STOCK

Convertible preferred stock consisted of the following as of December 31, 2025 (in thousands, except share and per share amounts):

Convertible preferred stock consisted of the following as of December 31, 2024 (in thousands, except share and per share amounts):

The Series 1, Series 2, and Series 3 convertible preferred stock are collectively referred to as the “Preferred Stock”. The characteristics of the Company’s Preferred Stock are as follows:

Voting

Holders of the Company’s Preferred Stock are entitled to vote on all matters presented to the stockholders. Each holder of Preferred Stock is entitled to a number of votes for each share held equal to the number of shares of common stock into which that share of Preferred Stock is convertible as of the record date for the stockholders’ meeting. Unless required by law or the Company’s Amended and Restated Certificate of Incorporation, holders of Preferred Stock shall vote together with holders of common stock as a single class and on an as-converted to common stock basis.

Director Elections

The holders of Series 3 preferred stock, voting exclusively as a separate class on an as-converted to common stock basis are entitled to elect one director. The holders of Series 1 and Series 2 preferred stock, voting together exclusively as a separate class on an as converted basis, are entitled to elect one director. The holders of common stock, voting exclusively as a separate class, are entitled to elect two directors of the Company. The remaining directors are elected by the holders of common stock and all series of Preferred Stock, voting together as a single class on an as-converted basis.

Dividends

The Company may not declare, pay or set aside any dividends on shares of any other class or series of capital stock unless the holders of the Series 2 and Series 3 preferred stock (the “Series Preferred Stock”) first receive, or simultaneously receive, a dividend on each outstanding share of Series Preferred Stock. As of December 31, 2023, 2024 and 2025, no dividend has been declared or paid on any class of the Company’s capital stock.

The required dividend per share for each series of Preferred Stock will be the greater of the following scenarios:

•in case of a dividend on common stock or any stock that is convertible into common stock: an amount equal to the dividend would be paid if all shares of Preferred Stock had been converted into common stock on the dividend record date;

•in case of a dividend on any other class that is not convertible into common stock: at a rate per share of such series of Series Preferred Stock determined by (A) dividing the amount of the dividend payable on each share of such class or series of capital stock by the applicable original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series) and (B) multiplying such fraction by an amount equal to the applicable original issuance price (as defined in the Company’s 9th Amended and Restated Certificate of Incorporation).

If dividends are declared on more than one class of stock on the same date, the dividend obligation to the Preferred Stock will be calculated based on the class of stock that results in the highest possible dividend payment for them. The original issuance price is subject to adjustment for any stock splits, stock dividends, recapitalizations, or similar events.

Liquidation Preference

In the event of liquidation, holders of Series 3 preferred stock are entitled to receive, before any payment to holders of Series 1 and Series 2 preferred stock or common stock, an amount per share equal to the greater of (i) the applicable original issue price, plus any unpaid dividends, or (ii) such amount as would have been payable had such shares been converted into common stock.

After payment to the holders of shares of Series 3 preferred stock, holders of Series 2 preferred stock are entitled to receive, before any payment to the holders of Series 1 preferred stock or common stock, an amount per share equal to the greater of (i) the applicable original issue price, plus any unpaid dividends, or (ii) such amount as would have been payable had such shares been converted into common stock.

After payment to the holders of Series 3 and 2 preferred stock, holders of Series 1 preferred stock shall be entitled to receive, before any payment to holders of common stock, an amount per share equal to the greater of (i) the applicable original issue price, plus any unpaid dividends, or (ii) such amount per share as would have been payable had such shares been converted into common stock.

If upon any such liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution are insufficient to pay the holders of a series of Preferred Stock the full amount to which they are entitled, the holders will share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

Original issue prices are reflected in the Company’s 9th Amended and Restated Certificate of Incorporation.

Redemption

The holders of Preferred Stock have no voluntary rights to redeem their shares. However, the Preferred Stock has deemed liquidation provisions which require the shares to be redeemed upon a change in control or other deemed liquidation events. Although the Preferred Stock is not mandatorily or currently redeemable, a deemed liquidation event would constitute a redemption event outside the Company’s control. As a result of these liquidation features, all shares of Preferred Stock have been classified outside of stockholders’ deficit and presented as mezzanine equity on the consolidated balance sheet. The carrying values of the Company’s Preferred Stock have not been accreted to their redemption values as these events have not occurred and are not considered probable of occurring given the Company has no plan for a deemed liquidation event in the near future. Subsequent adjustments of the carrying values to redemption values will be made only if and when it becomes probable the preferred shares will become redeemable.

Conversion

Each share of Preferred Stock is convertible, at the option of the holder, into shares of common stock as determined by dividing the applicable original issue price by the applicable conversion price in effect at the time of conversion. The conversion price initially equals the original issue price in effect for each series, subject to adjustment in accordance with anti-dilution provisions contained in the Company’s 9th Amended and Restated Certificate of Incorporation. This conversion does not require any additional cash payment. The right to convert terminates immediately prior to the closing of a liquidation, dissolution, winding-up, or a deemed liquidation event. As of December 31, 2023, 2024 and 2025, no shares of Preferred Stock were converted into the Company’s common stock.

All outstanding shares of Preferred Stock will automatically convert into shares of common stock at the then effective conversion rate, upon the occurrence of either (a) a qualified IPO which results in at least $50.0 million of gross proceeds to the Company or (b) a vote of the Requisite Holders of Preferred Stock and the holders of a majority of the Series 1 Preferred Stock (each as defined in the Company’s 9th Amended and Restated Certificate of Incorporation). Once converted, these shares of Preferred Stock cannot be reissued by the Company.

NOTE 11. STOCK-BASED COMPENSATION

On February 7, 2017, the Company adopted the Neutron Holdings, Inc., 2017 Stock Incentive Plan (the “Plan”) pursuant to which the Board of Directors may grant non-statutory stock options to purchase shares of the Company’s common stock to outside directors and consultants and either non-statutory or incentive stock options to purchase shares of the Company’s common stock to employees. The Plan has been amended from time to time, to authorize additional shares and permit the grant of restricted stock and restricted stock units. As of December 31, 2025, the Company was authorized to issue up to 9,639,990,530 shares of common stock and 1,227,389,103 shares were available for issuance under the Plan.

Stock options are typically granted with an exercise price equal to the fair value of common stock at the grant date and have a 10 year contractual term. Certain awards vest monthly over a three year period, while other awards cliff vest after one year and then vest monthly over the remaining two years.

Stock option activity was as follows:

The total fair value of shares vested during the years ended December 31, 2024 and 2025, was $8.6 million and $34.9 million, respectively.

The aggregate intrinsic value of stock options exercised during the years ended December 31, 2024 and 2025, was $1.6 million and $8.0 million, respectively.

As of December 31, 2024 and 2025, the Company had zero unvested early exercised shares. As of December 31, 2024 and 2025, the Company also had 571,304,993 shares issued that remain subject to repayment of nonrecourse notes.

The fair value of each stock option grant was estimated at the date of grant using a Black-Scholes option pricing model. The following table presents the weighted-average assumptions used in the valuation and the resulting weighted-average fair value per option granted:

RSUs

The Company grants RSUs that generally vest upon the satisfaction of both a time-based service requirement and a performance-based liquidity event requirement. The service-based condition is satisfied equally over 12 quarters, provided the grantee remains in continuous service. The performance-based condition is satisfied upon the consummation of the qualifying liquidity event, which is the earlier of an initial public offering (“IPO”), a direct listing, or a sale event.

The following table summarizes the activity related to RSUs for the year ended December 31, 2025:

The Company determines the grant-date fair value of these RSUs based on the market price of its common stock on the date of grant. The Company does not recognize stock-based compensation expense for these awards until the performance condition is deemed probable of achievement, which occurs upon the consummation of the qualifying liquidity event.

Of the RSUs outstanding as of December 31, 2025, 207,508,125 had met their service condition. If the performance vesting condition had been met on December 31, 2025, the Company would have recorded stock-based compensation of $12.1 million and unrecognized stock-based compensation related to the unvested RSUs as of December 31, 2025 would have been $21.8 million, and that would have been recognized over a weighted-average remaining requisite service period of 1.3 years.

Stock-Based Compensation Expense

The Company recorded stock-based compensation expense in the consolidated statements of operations as follows (in thousands):

The Company capitalized $1.6 million, $2.0 million, and $1.0 million of stock-based compensation expense in software development costs for the years ended December 31, 2023, 2024 and 2025, respectively.

As of December 31, 2025, total compensation cost not yet recognized related to unvested stock options was $11.9 million, which is expected to be recognized over a weighted-average period of 1.3 years.

As of December 31, 2025, the Company had limited options outstanding subject to performance and market conditions. No stock-based compensation expense for these awards has been recorded as the performance conditions are not deemed probable of being met. Total compensation cost not yet recognized related to these awards was immaterial as of December 31, 2025.

As of December 31, 2024 and 2025, the Company has recorded a full valuation allowance against its U.S. deferred tax assets. As the Company believes it is more likely than not that stock option related tax benefits will not be realized, the Company does not record any net tax benefits related to exercised options.

During 2023, the Board of Directors approved a reduction of the exercise price of 1,995,240,575 eligible current employee option shares to $0.0122. All other terms set forth in the original option agreements remained unchanged. As a result of this repricing, the Company recognized incremental stock-based compensation expense of $1.9 million during the year ended December 31, 2023.

NOTE 12. WARRANTS

As of December 31, 2024 and 2025, the following warrants were outstanding:

During the year ended December 31, 2025, the Company issued 550,757,395 shares of Series 1-C preferred stock upon the exercise of preferred stock warrants, issued in connection with the Uber Integration Agreement, for an aggregate exercise price of $0.1 million. No warrants for common or preferred stock were issued or exercised during the years ended December 31, 2023 and 2024.

NOTE 13. OTHER EXPENSE, NET

The components of other expense, net were as follows (in thousands):

NOTE 14. INCOME TAXES

The domestic and foreign components of loss before income taxes were as follows (in thousands):

The components of the provision for income taxes were as follows (in thousands):

The following is a reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate:

The Company’s deferred taxes consisted of the following at (in thousands):

Net operating losses and tax credit carryforwards were as follows as of December 31, 2025 (in thousands):

The Company has domestic federal and state net operating loss carryforwards that begin to expire in 2037 and foreign net operating loss carryforwards in various jurisdictions with various expirations.

As of December 31, 2025, the Company had research and development tax credit carryforwards for federal income tax purposes and California state tax purposes. If not utilized, the federal research and development tax credit carryforwards will begin to expire in 2037. The California state research credit will carry forward indefinitely.

Federal and state laws can impose substantial restrictions on the utilization of net operating loss and tax credit carry-forwards in the event of an “ownership change,” as defined in Section 382 of the Internal Revenue Code. The Company has experienced ownership changes since inception and determined that its utilization of net operating loss carryforwards will be subject to annual limitations. However, it is not expected that the annual limitations will result in the expiration of tax attribute carryforwards prior to utilization.

The Company is subject to income taxes in the U.S. federal jurisdiction, and various state and foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. Additionally, the Company’s operations in certain jurisdictions remain open for examination for tax years 2017 and onwards.

Changes in unrecognized tax benefits were as follows (in thousands):

As of December 31, 2024 and 2025,$6.5 million and $7.0 million, respectively, of unrecognized tax benefits have been netted against deferred tax assets because the unrecognized tax benefits reduce a net operating loss, similar tax loss or tax credit carryforward. As of December 31, 2025, the Company does not expect the unrecognized tax benefits, if recognized, to have a material impact on the effective tax rate.

The Company did not incur any material interest expenses or penalties or have related outstanding liabilities in the consolidated balance sheets associated with unrecognized tax benefits for the year ended December 31, 2025.

NOTE 15. RELATED PARTY TRANSACTIONS

Uber

The Company entered into an Integration Agreement with Uber, an investor who owns greater than 10% of the Company, dated August 10, 2018, as amended from time to time and most recently amended and restated as of September 15, 2025. The Integration Agreement allows riders to access the Company’s vehicles through mobile applications distributed by Uber and/or its subsidiaries. The Integration Agreement is currently effective through December 31, 2028. The Company receives revenue for these bookings and pays Uber a service fee in exchange. The revenue recognized through the Integration Agreement consists solely of lease revenue. Service fees are recorded in cost of revenue in the consolidated statements of operations. As a result of the Integration Agreement, Uber also received common stock warrants in 2018.

The total revenue earned through and related service fees charged from the Integration Agreement were as follows (in thousands):

The Company received funding from Uber in the form of the 2020 Uber Note and as part of the 2021 Notes, as discussed in Note 9 – Convertible Notes and Term Loan.

The Company and Uber are also party to the Amended Warrant Agreement, as discussed in Note 12 – Warrants.

The Company and Uber were also party to a Call Option Agreement dated May 7, 2020. The Call Option Agreement gave Uber the option to acquire all of the outstanding securities of the company at fair market value. Uber did not exercise the call option, and it expired on May 7, 2024.

Other Related Parties

As discussed in Note 1 – Description of Business and Summary of Significant Accounting Policies, the Company issued promissory notes to certain current and former members of management in connection with the exercise of Company stock options.

The Company entered into a Note and Warrant Purchase Agreement with Andreessen Horowitz, an investor who owns greater than 10% of the Company, dated as of May 7, 2020, by and among the Company and the Lenders (as defined therein), and the convertible secured promissory note issued to funds affiliated with Andreessen Horowitz, thereunder. See Note 9 – Convertible Notes and Term Loan for additional information.

The Company entered into a Senior Secured Term Loan with Diameter which was guaranteed by an affiliate company, dated as of October 5, 2023. See Note 9 – Convertible Notes and Term Loan for additional information.

NOTE 16. NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data):

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share as the effect would have been antidilutive:

The 2021 Notes are only convertible upon the occurrence of certain events such as an IPO, change of control, or equity financing. The conversion price depends on the price of the equity securities issued in such events and the Company’s capitalization at the time. As such, the conversion price and number of underlying shares for the 2021 Notes cannot be determined until a conversion-triggering event occurs. See Note 9 – Convertible Notes and Term Loan for additional information.

NOTE 17. SEGMENTS

Operating Segments

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the CODM in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company’s CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company views its operations and manages its business as one operating and reportable segment, which is also a single reporting unit.

The CODM assesses performance of the Company and allocates resources based on consolidated net income (loss) as reported in the consolidated statements of operations. Consolidated net income (loss) is also used to monitor budget versus actual results.

The following table shows segment revenue, significant segment expenses, and the segment profit or loss measure for each financial statement period (in thousands):

(a)Exclusive of stock-based compensation and depreciation and amortization shown separately.

Geographic Region Information

Operating revenues are recognized by geographic regions based on the origination of the point of sale. For more information on revenue recognition, see Note 1 – Description of Business and Summary of Significant Accounting Policies. Long-lived assets includes property plant and equipment and operating lease right-of-use assets.

The following tables set forth revenue and long-lived assets, net by geographic area (in thousands):

(1)The Company has revised the geographic revenue amounts for an error identified subsequent to the issuance of these consolidated financial statements. As a result, United States of America revenue increased by$39.7 million with a corresponding decrease in revenue from Other geographic areas.

(1)The Company has revised the long-lived assets table above to remove amounts included within other long-term assets on its consolidated balance sheet. The Company has determined that such amounts should not be considered long-lived assets. As a result, total long-lived assets, net decreased by $19.6 million and $17.0 million as of December 31, 2024 and 2025, respectively.

NOTE 18. SUBSEQUENT EVENTS

The Company evaluated subsequent events from December 31, 2025, the date of these consolidated financial statements, through May 7, 2026, which represents the date the financial statements were available for issuance.

Tariffs

On February 20, 2026, the U.S. Supreme Court held in Learning Resources, Inc. v. Trump that the International Emergency Economic Powers Act ("IEEPA") does not authorize a U.S. President to impose tariffs during peacetime national emergencies. As a result, on February 20, 2026, the U.S. President issued an executive order stating that such tariffs imposed under the IEEPA were no longer in effect. Thereafter, an executive order was issued by the U.S. President imposing tariffs pursuant to Section 122 of the Trade Act of 1974 for 150 days, effective on February 24, 2026. The Company is currently assessing the impact of these actions on its operations and consolidated financial statements, including our ability to recover incremental tariffs the Company has paid.

Partial Recourse Notes

Subsequent to December 31, 2025, the Company approved certain awards with a repayment of January 31, 2026 to be extended to March 13, 2026.

In February and March 2026, certain promissory note holders made cash payments of $9.1 million, in the aggregate, to the Company, to settle outstanding principal and accrued interest, of the same amount, on their promissory notes. Since the promissory note arrangements are, in substance, stock options, the cash payments to settle the promissory notes are considered an exercise of the stock options for 111,636,627 shares of common stock with a corresponding offset to additional paid-in-capital.

In March 2026, a promissory note holder surrendered to the Company 15,635,332 shares of common stock of the Company to settle the remaining $0.9 million of outstanding principal and accrued interest on their promissory note. Since the promissory note arrangements are, in substance, stock options, the settlement of the promissory note is considered an exercise of the stock options for 112,013,462 shares of common stock.

In March 2026, the Company repurchased 260,286,484 shares of common stock, originally pledged as security subject to repayment of certain promissory notes. The repurchase settled $19.9 million of outstanding principal and accrued interest on certain promissory notes at maturity. Since the promissory note arrangements are, in substance, stock options, the repurchase of common stock to settle the promissory notes at maturity is considered an expiration of the stock options. In connection with the transaction, the Company elected to pay $1.6 million in tax withholding obligations on behalf of select note holders, recorded as selling, general and administrative expense on the consolidated statement of operations in the respective period.

Warrants

Subsequent to December 31, 2025, the Company issued 19,580,482 shares of common stock upon the exercise of common stock warrants, issued in connection with the 2020 Investor Note, for an aggregate exercise price of $0.2 million.

Restricted Stock Units

In March 2026, the Board of Directors approved the accelerated vesting of 10,946,713 RSUs as of the approval date. The modification resulted in a stock-based compensation expense of approximately $0.6 million within selling, general and administrative on the consolidated statement of operations.

Subsequent to December 31, 2025, the Company issued a total of 981,142,923 RSUs pursuant to the 2017 Plan to certain employees. These RSUs will vest upon satisfaction of both a service-based vesting condition and a liquidity-based vesting condition. Provided the employee remains in continued service with the Company, the service-based vesting condition will generally be satisfied quarterly over a three year period. The liquidity-based vesting condition will be satisfied upon the occurrence of an IPO, direct listing, or sale event.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)